UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
 
OR
o
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: 001-37390
IMAGE3A09.GIF
Global Net Lease, Inc.
(Exact name of registrant as specified in its charter)
Maryland
 
45-2771978
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
405 Park Ave., 4th Floor, New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
(212) 415-6500
(Registrant's telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company o
 
 
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes x No
As of October 31, 2017 , the registrant had 67,286,817 shares of common stock outstanding.


GLOBAL NET LEASE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
GLOBAL NET LEASE, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)


 
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
Real estate investments, at cost:
 
 
 
Land
$
396,018

 
$
376,704

Buildings, fixtures and improvements
2,079,734

 
1,967,930

Acquired intangible lease assets
615,656

 
587,061

Total real estate investments, at cost
3,091,408

 
2,931,695

Less accumulated depreciation and amortization
(308,463
)
 
(216,055
)
Total real estate investments, net
2,782,945

 
2,715,640

Cash and cash equivalents
71,301

 
69,831

Restricted cash
5,314

 
7,497

Derivatives, at fair value ( Note 8 )
842

 
28,700

Unbilled straight-line rent
40,963

 
30,459

Prepaid expenses and other assets
20,246

 
17,577

Related party notes receivable acquired in Merger ( Note 3 )

 
5,138

Due from related parties
16

 
16

Deferred tax assets
1,674

 
1,586

Goodwill and other intangible assets, net
22,588

 
13,931

Deferred financing costs, net
7,412

 
1,092

Total assets
$
2,953,301

 
$
2,891,467

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Mortgage notes payable, net of deferred financing costs ($4,043 and $5,103 as of September 30, 2017 and December 31, 2016, respectively)
$
794,919

 
$
749,884

Term Loan Payable, net of deferred financing costs ($3,402 and $0 as of September 30, 2017 and December 31, 2016, respectively)
226,552

 

Mortgage (discount) premium, net
(2,172
)
 
(2,503
)
Revolving credit facility
418,034

 
616,614

Mezzanine facility, net of discount

 
55,383

Below-market lease liabilities, net
31,408

 
33,041

Derivatives, at fair value ( Note 8 )
13,776

 
15,457

Due to related parties
1,233

 
2,162

Accounts payable and accrued expenses
24,553

 
22,861

Prepaid rent
20,511

 
18,429

Deferred tax liability
15,583

 
15,065

Taxes payable
6,797

 
9,059

Dividends payable
461

 
34

Total liabilities
1,551,655

 
1,535,486

Commitments and contingencies ( Note 10 )


 


Equity:
 
 
 
Preferred stock, $0.01 par value, 16,670,000 shares authorized:
 
 
 
7.25% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share, 4,600,000 shares authorized, 4,000,000 shares issued and outstanding as of September 30, 2017 and no shares issued and outstanding as of December 31, 2016.
40

 

Common stock, $0.01 par value, 100,000,000 shares authorized, 67,286,817 and 66,258,559 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
2,003

 
1,990

Additional paid-in capital
1,826,236

 
1,708,541

Accumulated other comprehensive income
9,118

 
(16,695
)
Accumulated deficit
(437,962
)
 
(346,058
)
Total stockholders' equity
1,399,435

 
1,347,778

Non-controlling interest
2,211

 
8,203

 Total equity
1,401,646

 
1,355,981

Total liabilities and equity
$
2,953,301

 
$
2,891,467

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

2

GLOBAL NET LEASE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
 
Rental income
 
$
61,270

 
$
50,756

 
$
179,976

 
$
154,003

Operating expense reimbursements
 
3,600

 
2,495

 
12,717

 
7,398

Total revenues
 
64,870

 
53,251

 
192,693

 
161,401

 
 
 
 
 
 
 
 
 
 Expenses:
 
 
 
 
 
 
 
 
Property operating
 
7,202

 
4,201

 
22,008

 
13,390

Fire loss (recovery)
 
(305
)
 

 
195

 

Operating fees to related parties
 
6,390

 
4,862

 
17,833

 
14,638

Acquisition and transaction related
 
1,141

 
2,479

 
2,280

 
2,377

General and administrative
 
2,468

 
1,714

 
6,291

 
5,298

Equity based compensation
 
(391
)
 
1,293

 
(2,610
)
 
2,407

Depreciation and amortization
 
29,879

 
23,482

 
84,490

 
71,050

Total expenses
 
46,384

 
38,031

 
130,487

 
109,160

Operating income
 
18,486

 
15,220

 
62,206

 
52,241

Other income (expense):
 
 
 
 
 
 
 
 
Interest expense
 
(12,479
)
 
(8,914
)
 
(35,644
)
 
(30,117
)
Gains on dispositions of real estate investments
 
275

 
1,320

 
1,089

 
1,320

(Losses) gains on derivative instruments
 
(3,125
)
 
375

 
(6,585
)
 
3,856

Unrealized (losses) gains on undesignated foreign currency advances and other hedge ineffectiveness
 
88

 
1,459

 
(3,765
)
 
5,613

Other income
 
2

 
4

 
12

 
21

Total other expense, net
 
(15,239
)
 
(5,756
)
 
(44,893
)
 
(19,307
)
Net income before income tax
 
3,247

 
9,464

 
17,313

 
32,934

Income tax expense
 
(760
)
 
(448
)
 
(2,176
)
 
(1,428
)
Net income
 
2,487

 
9,016

 
15,137

 
31,506

Non-controlling interest
 

 
(73
)
 
(21
)
 
(312
)
Preferred dividends
 
(383
)
 

 
(383
)
 

Net income attributable to common stockholders
 
$
2,104

 
$
8,943

 
$
14,733

 
$
31,194

 
 
 
 
 
 
 
 
 
Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
 
Basic and diluted net income per share attributable to stockholders
 
$
0.03

 
$
0.16

 
$
0.21

 
$
0.54

Basic and diluted weighted average shares outstanding
 
67,286,615

 
56,463,396

 
66,739,723

 
56,314,184

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

3

GLOBAL NET LEASE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)



 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Net income
 
$
2,487

 
$
9,016

 
$
15,137

 
$
31,506

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Cumulative translation adjustment
 
9,103

 
(188
)
 
19,903

 
(274
)
Designated derivatives, fair value adjustments
 
2,710

 
762

 
5,939

 
(11,452
)
Other comprehensive income (loss)
 
11,813

 
574

 
25,842

 
(11,726
)
 
 
 
 
 
 
 
 
 
Comprehensive income
 
14,300

 
9,590

 
40,979

 
19,780

Amounts attributable to non-controlling interest
 
 
 
 
 
 
 
 
Net income
 

 
(73
)
 
(21
)
 
(312
)
Cumulative translation adjustment
 
(3
)
 
4

 
(18
)
 
5

Designated derivatives, fair value adjustments
 
(3
)
 
(18
)
 
(11
)
 
111

Comprehensive income attributable to non-controlling interest
 
(6
)
 
(87
)
 
(50
)
 
(196
)
 
 
 
 
 
 
 
 
 
Preferred dividends
 
(383
)
 

 
(383
)
 

 
 
 
 
 
 
 
 
 
Comprehensive income attributable to stockholders
 
$
13,911

 
$
9,503

 
$
40,546

 
$
19,584

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

4

GLOBAL NET LEASE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Nine Months Ended September 30, 2017
(In thousands, except share data)
(Unaudited)

 
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
Shares
 
Par Value
 
Number of
Shares
 
Par Value
 
Additional Paid-in
Capital
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
Total Stockholders' Equity
 
Non-controlling interest
 
Total Equity
Balance, December 31, 2016
 

 
$

 
66,258,559

 
$
1,990

 
$
1,708,541

 
$
(16,695
)
 
$
(346,058
)
 
$
1,347,778

 
$
8,203

 
$
1,355,981

Issuance of common stock
 

 

 
820,988

 
8

 
18,721

 

 

 
18,729

 

 
18,729

Conversion of OP Units to common stock
 

 

 
181,841

 
5

 
2,624

 

 


2,629

 
(2,629
)


Common stock offering costs, commissions and dealer manager fees
 

 

 

 

 
(187
)
 

 

 
(187
)
 

 
(187
)
Issuance of preferred shares, net
 
4,000,000

 
40

 

 

 
96,308

 

 

 
96,348

 

 
96,348

Common dividends declared
 

 

 

 

 

 

 
(106,637
)
 
(106,637
)
 

 
(106,637
)
Preferred dividends declared
 

 

 

 

 

 

 
(383
)
 
(383
)
 

 
(383
)
Equity-based compensation
 

 

 
25,429

 

 
545

 

 

 
545

 
(3,155
)
 
(2,610
)
Distributions to non-controlling interest holders
 

 

 

 

 

 

 

 

 
(574
)
 
(574
)
Net Income
 

 

 

 

 

 

 
15,116

 
15,116

 
21

 
15,137

Cumulative translation adjustment
 

 

 

 

 

 
19,885

 

 
19,885

 
18

 
19,903

Designated derivatives, fair value adjustments
 

 

 

 

 

 
5,928

 

 
5,928

 
11

 
5,939

Rebalancing of ownership percentage
 

 

 

 

 
(316
)
 

 

 
(316
)
 
316

 

Balance, September 30, 2017
 
4,000,000

 
$
40,000

 
67,286,817

 
$
2,003

 
$
1,826,236

 
$
9,118

 
$
(437,962
)

$
1,399,435

 
$
2,211

 
$
1,401,646

The accompanying notes are an integral part of this consolidated financial statement.

5

GLOBAL NET LEASE, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


 
 
Nine Months Ended September 30,
 
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
Net income
 
$
15,137

 
$
31,506

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 

 
 
Depreciation
 
44,065

 
37,770

Amortization of intangibles
 
40,425

 
33,280

Amortization of deferred financing costs
 
3,021

 
5,769

Amortization of mortgage discounts and premiums, net
 
548

 
(361
)
Amortization of mezzanine discount
 
17

 

Amortization of below-market lease liabilities
 
(2,510
)
 
(1,882
)
Amortization of above-market lease assets
 
3,202

 
1,688

Amortization of above- and below- market ground lease assets
 
705

 
125

Bad debt expense
 
1,150

 
160

Unbilled straight-line rent
 
(8,987
)
 
(8,059
)
Equity based compensation
 
(2,610
)
 
2,407

Unrealized losses (gains) on foreign currency transactions, derivatives, and other
 
8,501

 
1,068

Unrealized losses (gains) on undesignated foreign currency advances and other hedge ineffectiveness
 
3,765

 
(5,613
)
Payments for settlement of derivatives
 
(1,547
)
 

Gains on dispositions of real estate investments
 
(1,089
)
 
(1,320
)
Changes in operating assets and liabilities, net:
 
 
 
 
Prepaid expenses and other assets
 
(3,819
)
 
(1,918
)
Deferred tax assets
 
(96
)
 
(13
)
Accounts payable and accrued expenses
 
1,276

 
(1,601
)
Prepaid rent
 
2,082

 
(1,451
)
Deferred tax liability
 
1,526

 
448

Taxes payable
 
(2,262
)
 
(1,956
)
Net cash provided by operating activities
 
102,500

 
90,047

Cash flows from investing activities:
 
 
 
 
Investment in real estate and real estate related assets
 
(37,113
)
 

Capital expenditures
 
(1,203
)
 
(200
)
Proceeds from sale of real estate investments
 
12,440

 
13,414

Proceeds from settlement of derivatives
 
10,625

 

Net cash used in investing activities
 
(15,251
)
 
13,214

Cash flows from financing activities:
 
 
 
 
Borrowings under credit facility
 
571,203

 
16,485

Repayments on credit facility
 
(810,798
)
 
(42,136
)
Repayment of mezzanine facility
 
(56,537
)
 

Payments on mortgage notes payable
 
(21,836
)
 
(561
)
Proceeds from term loan
 
225,000

 

Proceeds from issuance of common stock
 
18,729

 

Proceeds from issuance of preferred stock, net
 
96,348

 

Payments of common stock offering costs
 
(187
)
 

Payments of financing costs
 
(12,539
)
 
(2,905
)
Dividends paid
 
(106,593
)
 
(90,136
)
Distributions to non-controlling interest holders
 
(574
)
 
(1,749
)
Related party notes receivable acquired in Merger
 
5,138

 

Advances from related parties, net
 

 
401

Restricted cash
 
2,183

 
(341
)
Net cash used in financing activities
 
(90,463
)
 
(120,942
)
Net change in cash and cash equivalents
 
(3,214
)
 
(17,681
)
Effect of exchange rate changes on cash
 
4,684

 
(1,984
)
Cash and cash equivalents, beginning of period
 
69,831

 
69,938

Cash and cash equivalents, end of period
 
$
71,301

 
$
50,273


6

GLOBAL NET LEASE, INC.
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


 
 
Nine Months Ended September 30,
 
 
2017
 
2016
Supplemental Disclosures:
 
 
 
 
Cash paid for interest
 
$
32,380

20,741

$
25,588

Cash paid for income taxes
 
4,438

 
3,027

Non-Cash Investing and Financing Activities:
 
 
 
 
Conversion of OP Units to common stock ( Note 1 )
 
2,629

 
9,277

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

7

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)


Note 1 — Organization
Global Net Lease, Inc. (the "Company"), which incorporated on July 13, 2011 , is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust ("REIT") for United States ("U.S.") federal income tax purposes beginning with the taxable year ended December 31, 2013. On June 2, 2015 (the "Listing Date"), the Company listed shares of its common stock, $0.01 par value per share ("Common Stock") on the New York Stock Exchange ("NYSE") under the symbol "GNL" (the "Listing"). The Company invests in commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties.
The Company and American Realty Capital Global Trust II, Inc. ("Global II"), an entity formerly sponsored by an affiliate of AR Capital Global Holdings, LLC, the Company's sponsor (the “Sponsor”), entered into an agreement and plan of merger on August 8, 2016 (the "Merger Agreement"). The Company and Global II each are, or were sponsored, directly or indirectly, by the Sponsor. The Sponsor and its affiliates provide or provided asset management services to the Company and Global II pursuant to advisory agreements. On December 22, 2016 (the "Merger Date"), pursuant to the Merger Agreement, Global II merged with and into Mayflower Acquisition LLC (the "Merger Sub"), a Maryland limited liability company and wholly owned subsidiary of the Company, at which time the separate existence of Global II ceased and the Company became the parent of the Merger Sub (the "Merger").
In addition, pursuant to the Merger Agreement, American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (the "Global II OP"), merged with Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership, with the OP being the surviving entity (the "Partnership Merger" and together with the Merger, the "Mergers"). As a result of the Mergers, the Company acquired the business of Global II, which immediately prior to the effective time of the Merger, owned a portfolio of commercial properties, including single tenant net-leased commercial properties two of which were located in the U.S., three of which were located in the United Kingdom, and 10 of which were located in continental Europe (see Note 3 Merger Transaction ).
As of September 30, 2017 , the Company owned 313 properties consisting of 22.3 million rentable square feet, which were 99.4% leased, with a weighted average remaining lease term of 9.1 years. Based on original purchase price or acquisition value with respect to properties acquired in the Mergers, 50.4% of the Company's properties are located in Europe and 49.6% of the Company's properties are located in the U.S. and the Commonwealth of Puerto Rico. The Company may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans secured by real estate. As of September 30, 2017 , the Company did not own any first mortgage loans, mezzanine loans, preferred equity or securitized loans.
Substantially all of the Company's business is conducted through the OP. The Company has retained Global Net Lease Advisors, LLC (the "Advisor") to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, Property Manager, and Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC (the "Former Parent of the Sponsor"), "AR Global"), the parent of the Company's Sponsor, as a result of which they are related parties. These related parties receive compensation and fees for various services provided to the Company. The Advisor has entered into a service provider agreement with Moor Park Capital Partners LLP (the "Service Provider"), pursuant to which the Service Provider provides, subject to the Advisor's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe.
On February 28, 2017 , the Company completed a reverse stock split of Common Stock, limited partnership units in the OP ("OP Units") and long term incentive plan units in the OP ("LTIP Units"), at a ratio of 1 -for- 3 (the “Reverse Stock Split”). No OP Units were issued in connection with the Reverse Stock Split and the Company repurchased any fractional shares of Common Stock resulting from the Reverse Stock Split for cash. No payments were made in respect of any fractional OP Units. The Reverse Stock Split was applied to all of the outstanding shares of Common Stock and therefore did not affect any stockholder’s relative ownership percentage. As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock was reduced from 198.8 million to 66.3 million .
Effective May 24, 2017, following approval by the Company's board of directors, the Company filed an amendment to the Company's charter with the Maryland State Department of Assessments and Taxation, to decrease the total number of shares that the Company has authority to issue from 350.0 million to 116.7 million shares, of which (i) 100.0 million is designated as Common Stock, $0.01 par value per share; and (ii) 16.7 million is designated as preferred stock, $0.01 par value per share.
All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect this Reverse Stock Split.

8

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

On September 7, 2017 , the Company and the OP, entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters listed on Schedule I thereto pursuant to which the Company agreed to issue and sell 4,000,000 shares of the Company’s new class of 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, (the “Series A Preferred Stock”), in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 30 -day option to purchase up to an additional 600,000 shares of Series A Preferred Stock. On September 12, 2017, the Company completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by the Company. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company.
The Company has entered into an Equity Distribution Agreement with UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA Inc., FBR Capital Markets & Co. and KeyBanc Capital Markets Inc. (together, the “Agents”) to sell shares of Common Stock, to raise aggregate sales proceeds of $175.0 million , from time to time, pursuant to an “at the market” equity offering program (the “ATM Program”). Common Stock issued under the ATM Program is registered pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-214579 ). During the nine months ended September 30, 2017 , the Company sold 0.8 million shares of Common Stock through the ATM Program for net sales proceeds of $18.5 million .
Note 2 —  Summary of Significant Accounting Policies
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 and nine months ended September 30, 2017 are not necessarily indicative of the results for the entire year or any subsequent interim period.
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, 2016 , which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2017 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2017 , other than the updates described below and the subsequent notes.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company 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 that 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.

9

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Income Taxes
The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the U.S. (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash.
In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized.
Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not.
The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).
The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income to its shareholders. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable.
The Company's deferred tax assets and liabilities are primarily the result of temporary differences related to the following:
Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and
Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective subsidiary generates sufficient taxable income.

10

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. For the three and nine months ended September 30, 2017 , the Company recognized an income tax expense of $0.8 million and $2.2 million , respectively. For the three and nine months ended September 30, 2016 , the Company recognized an income tax expense of $0.4 million and $1.4 million , respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the U.S. or in foreign jurisdictions.
Out-of-period adjustment
During the nine months ended September 30, 2017 , the Company recorded $0.5 million of additional rental income and unbilled straight-line rent due to an error in the calculation of straight-line rent for one of the Company's properties acquired during 2014. The Company concluded that this adjustment was not material to the financial position or results of operations for the current period or any prior period.
Multi-Year Outperformance Agreement
Concurrent with the Listing and modifications to the Fourth Amended and Restated Advisory Agreement (the "Advisory Agreement") by and among the Company, the OP and the Advisor, the Company entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor (see Note 13 Share-Based Compensation ). The Company records equity based compensation expense associated with the awards over the requisite service period of five years . The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance.
Recently Issued Accounting Pronouncements
Adopted:
In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815) , Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.
In March 2016, the FASB issued an update on ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.
In October 2016, the FASB issued ASU 2016-17 Interest Held through Related Parties that Are under Common Control (Topic 810) guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.

11

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

In January 2017, the FASB issued ASU 2017-01 Clarifying the Definition of a Business (Topic 805) guidance that revises the definition of a business. Amongst other things, this new guidance is applicable when evaluating whether an acquisition (disposal) should be treated as either a business acquisition (disposal) or an asset acquisition (disposal). Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The revised guidance is effective for reporting periods beginning after December 15, 2017, and the amendments will be applied prospectively. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. While the Company's acquisitions have historically been classified as either business combinations or asset acquisitions, certain acquisitions that were classified as business combinations by the Company likely would have been considered asset acquisitions under the new standard. As a result, future transaction costs are more likely to be capitalized since the Company expects most of its future acquisitions to be classified as asset acquisitions under this new standard. All four of the Company's acquisitions during 2017 have been classified as asset acquisitions.
Pending Adoption:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company will adopt this guidance effective January 1, 2018 and currently expects to utilize the modified retrospective approach upon adoption and does not expect that this will result in a significant cumulative-effect adjustment to equity.
The Company has progressed in its project plan in evaluating our various revenue streams in order to identify any differences in the timing, measurement or presentation of revenue recognition under ASC 606 and ASC Topic 842, Leases (“ASC 842”). Based on the Company’s evaluation of its various revenue streams, the Company believes that gains on sales of real estate could be affected by adoption of ASC 606. The Company expects that this standard could have an impact on the timing of gains on certain sales of real estate as a result of more transactions generally qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. Specifically, the Company expects that this would impact partial sales of real estate in situations where the Company no longer retains a controlling financial interest. If the Company were to enter into partial sales of real estate, the Company would derecognize the real estate asset consistent with the principles outlined in ASC 606 and any retained non-controlling ownership interest would be measured at fair value consistent with the guidance on noncash consideration in ASC 606.
The Company is continuing to evaluate any differences in the timing, measurement, or presentation of revenue recognition and the impact on the Company's consolidated financial statements and internal accounting processes resulting from ASC 606 as well as ASC Topic 842, Leases as discussed below.
In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases (“ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASC 842 supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. ASC 842 will impact the lease accounting model for both lessees and lessors. The Company will adopt this guidance effective January 1, 2019.
The Company is a lessee for some properties in which it has ground leases as of September 30, 2017. For these leases, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today.
From a lessor perspective the Company expects that the new standard will impact the presentation of lease and non-lease components of revenue such as rent, and operating expense reimbursements including common area maintenance, taxes, and insurance from leases for which the Company is a lessor. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company anticipates that it will elect the following practical expedients, which must be elected

12

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

as a package and applied consistently by an entity to all of its leases, which allow the Company to not have to reassess the following upon adoption: (i) whether any expired or existing contract contains a lease, (ii) lease classification related to expired or existing leases, or (iii) whether costs incurred on existing leases qualify as initial direct costs. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of lessor revenues as well as the impact of the new lessee accounting model on the Company’s consolidated financial position, results of operations and disclosures.
In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows.
In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows.
In November 2016, the FASB issued ASU 2016-18 Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (Topic 230) guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The Company will adopt this guidance effective January 1, 2018, using a retrospective transition method. As a result, the Company will restate its statements of cash flows for all periods presented to include restricted cash in the beginning and ending cash balances and remove all transfers between cash and restricted cash from operating, investing and financing activities.
In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350) guidance on simplifying subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new guidance.
In February 2017, the FASB issued ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future sales of real estate in which the Company retains a non-controlling interest in the property would result in the full gain amount being recognized at the time of the partial sale. Historically, the Company has not retained any interest in properties it has sold.
In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718) guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award, and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future modifications to the Company's issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.

13

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

I n July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) : (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception guidance that changes the method to determine the classification of certain financial instruments with a down round feature as liabilities or equity instruments and clarify existing disclosure requirements for equity-classified instruments. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability, rather, an entity that presents earnings per share is required to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. Adoption should be applied retrospectively to outstanding financial instruments with a down round feature with a cumulative-effect adjustment to the statement of financial position. The Company is currently evaluating the impact of this new guidance.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. While the Company continues to assess all potential impacts of the standard, the Company currently expects adoption to have an immaterial impact on the Company's consolidated financial statements.
Note 3 —  Merger Transaction
Pursuant to the Merger Agreement, each outstanding share of Global II's common stock, including restricted shares of common stock, par value $0.01 per share ("Global II Common Stock"), other than shares owned by the Company, any subsidiary of the Company or any wholly owned subsidiary of Global II, was converted into the right to receive 2.27 shares of Common Stock (such consideration, the “Stock Merger Consideration”), and each outstanding unit of limited partnership interest and Class B interest of Global II OP (collectively, “Global II OP Units”) was converted into the right to receive 2.27 shares of Common Stock (the “Partnership Merger Consideration” and, together with the Stock Merger Consideration, the “Merger Consideration”), in each case with cash paid in lieu of fractional shares.
In addition, as provided in the Merger Agreement, all outstanding restricted shares of common stock of Global II became fully vested and entitled to receive the Merger Consideration.
The Company issued 9.6 million shares of its Common Stock as consideration in the Merger. Based upon the closing price of the shares of Common Stock of $23.10 on December 21, 2016 , as reported on the NYSE, and the number of shares of Global II Common Stock outstanding, including unvested restricted shares of common stock and OP Units, net of any fractional shares on December 21, 2016 , the aggregate fair value of the Merger Consideration paid to former holders of Global II Common Stock and former holders of units of Global II OP Units was $220.9 million .
On December 22, 2016, pursuant to the Merger Agreement, Global II merged with and into the Merger Sub. In addition, Global II OP, merged with the OP (see Note 1 — Organization for details). The fair value of the consideration transferred for the Mergers totaled $220.9 million and consisted of the following:
 
 
As of Merger Date
Fair value of consideration transferred:
 
 
Cash
 
$

Common stock
 
220,868

Total consideration transferred
 
$
220,868


14

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Accounting Treatment of the Mergers
The Mergers were accounted for under the acquisition method for business combinations pursuant to GAAP, with the Company as the accounting acquirer of Global II. The consideration transferred by the Company to acquire Global II established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Merger Date. The actual value of the Merger Consideration was based upon the market price of Common Stock at the time of closing of the Merger.

15

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Allocation of Consideration
The consideration transferred pursuant to the Merger was allocated to the assets acquired and liabilities assumed for Global II, based upon their estimated fair values as of the Merger Date. As of December 31, 2016, the allocations in the table below from land, buildings and fixtures and improvements, acquired intangible lease assets and liabilities, were assigned to each class of assets and liabilities and made with assistance from a third party specialist for the Merger acquisitions acquired on the Merger Date. The following table summarizes the fair values of the assets acquired and liabilities assumed, including all measurement period adjustments as of September 30, 2017 .
(Amounts in thousands)
 
Global II
Total consideration:
 
 
Fair value of Company's shares of Common Stock issued, net of fractional shares
 
$
220,868

Assets acquired at fair value
 
 
Land
 
70,176

Buildings, fixtures and improvements
 
384,428

Acquired intangible lease assets
 
111,097

Total real estate investments, at fair value
 
565,701

Restricted cash
 
7,575

Derivatives, at fair value
 
21,808

Prepaid expenses and other assets
 
1,317

Related party notes receivable acquired in Merger
 
5,138

Due from related parties
 
1,463

Deferred tax assets
 
368

Goodwill and other intangible assets, net
 
18,204

Total assets acquired at fair value
 
621,574

Liabilities assumed at fair value
 
 
Mortgage notes payable
 
279,032

Mortgage (discount) premium, net
 
(2,724
)
Mezzanine facility
 
107,047

Mezzanine discount, net
 
(26
)
Acquired intangible lease liabilities, net
 
8,510

Derivatives, at fair value
 
3,911

Accounts payable and accrued expenses
 
7,212

Prepaid rent
 
6,001

Deferred tax liability
 
9,063

Taxes payable
 
1,661

Dividend payable
 
2

Total liabilities assumed at fair value
 
419,689

Net assets acquired excluding cash
 
201,885

Cash acquired on acquisition
 
$
18,983

Acquired Related Party Receivable
On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with American Realty Capital Global II Advisors, LLC (“Global II Advisor”) and AR Global, the parent of the Global II Advisor, pursuant to which the Global II Advisor agreed to reimburse Global II $6.3 million in organization and offering costs incurred by Global II in its IPO (the “Global II IPO”) that exceeded 2.0% of gross offering proceeds in the Global II IPO (the “Excess Amount”). Global II's IPO was suspended in November 2015 and lapsed in accordance with its terms in August 2016. The Letter Agreement was negotiated on behalf of Global II, and approved, by the independent directors of Global II.

16

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The Letter Agreement provided for reimbursement of the Excess Amount to Global II through (1) the tender of 22,115 Class B Units of limited partnership interest of Global II’s OP ("Global II Class B Units"), previously issued to the Global II Advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the balance of the Excess Amount in equal cash installments over an eight -month period. The value of the Excess Amount was determined using a valuation for each Global II Class B Unit based on the 30 -day volume weighted average price of each share of Common Stock on the Merger Date.
Upon consummation of the Merger, Class B Units were tendered to Global II and the balance of the excess amount of $5.1 million was payable in eight equal monthly installments beginning on January 15, 2017 . Such receivable was acquired by the Company in the Merger. As of September 30, 2017 , the Company had received the full amount of $5.1 million in payments with respect to the excess organization and offering costs incurred by Global II.
Note 4 —  Real Estate Investments, Net
Property Acquisitions
The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2017 based on contract purchase price and exchange rate at the time of purchase. All of the Company's acquisitions during the nine months ended September 30, 2017 were asset acquisitions. There were no acquisitions during the nine months ended September 30, 2016 .
 
 
Nine Months Ended
(Dollar amounts in thousands)
 
September 30, 2017
Real estate investments, at cost:
 
 
Land
 
$
6,359

Buildings, fixtures and improvements
 
27,220

Total tangible assets
 
33,579

Intangibles acquired:
 
 
In-place leases
 
4,859

Above market lease assets
 
47

Below market lease liabilities
 
(1,372
)
Total assets acquired, net
 
37,113

Cash paid for acquired real estate investments
 
$
37,113

Number of properties purchased
 
4

Dispositions
As of September 30, 2017 and December 31, 2016 , the Company did not have any properties that were classified as assets held for sale. The Company did not sell any real estate assets during the  three months ended September 30, 2017 . During the three and nine months ended September 30, 2016 , the Company sold three properties for a total contract sales price of $13.9 million resulting in a gain of $1.3 million , which is reflected in gains on dispositions of real estate investments in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 . During the nine months ended September 30, 2017 , the Company sold its property located in Fort Washington, Pennsylvania for a total contract sales price of $13.0 million resulting in a gain of $0.4 million , which is reflected in gains on dispositions of real estate investments in the accompanying consolidated statements of operations for the nine months ended September 30, 2017 . Also included in gains on dispositions of real estate investments during the three and nine months ended September 30, 2017 is a $0.3 million and $0.8 million reduction in the Gain Fee (as defined below), respectively, payable to the Advisor, which was estimated and accrued for the year ended December 31, 2016 , as a result of reinvestments during the nine months ended September 30, 2017 (see Note 11 —  Related Party Transactions for details) and a $0.1 million reduction to gain on disposition associated with a property sold in 2016 related post-closing settlement of deferred rent.
Write-off of intangibles
In connection with the financial difficulties of a tenant, the Company wrote off the tenant related lease intangibles with a carrying amount of $1.8 million , net of accumulated amortization during the three and nine months ended September 30, 2017 . This amount is included in depreciation and amortization in the Company's Consolidated Statement of Operations.

17

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Future Minimum Rents
The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2017 . These amounts exclude 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 Minimum
Base Rent Payments (1)
2017 (remainder)
 
$
60,522

2018
 
243,191

2019
 
246,194

2020
 
249,170

2021
 
247,218

2022
 
237,629

Thereafter
 
852,026

 
 
$
2,135,950

___________________________________________
(1)  
Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable.
There were no tenants whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016 .
The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016 .
 
 
September 30,
Country, State or Territory
 
2017
 
2016
United Kingdom
 
22.4%
 
17.3%
United States and Puerto Rico:
 
 
 
 
Texas
 
*
 
11.2%
United States and Puerto Rico
 
51.0%
 
50.2%
___________________________________________
*
Annualized rental income on a straight-line basis was not 10% or greater of total annualized rental income as of the period specified.

18

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Note 5 —  Credit Borrowings
Prior Credit Facility
On July 25, 2013, the Company, through the OP, entered into a credit facility (as amended from time to time thereafter, the "Prior Credit Facility") that provided for borrowings of up to $740.0 million (subject to borrowing base availability). The Company had $616.6 million (including £177.2 million and €258.9 million ) outstanding under the Prior Credit Facility as of December 31, 2016 .
The Company had the option, based upon its consolidated leverage ratio, to have draws under the Prior Credit Facility priced at either the Alternate Base Rate (as described below) plus 0.60% to 1.20% or at Adjusted LIBOR (as described below) plus 1.60% to 2.20% . The Alternate Base Rate was defined in the Prior Credit Facility as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus half of 1% and (c) the Adjusted LIBOR for a one-month interest period on such day plus 1% . Adjusted LIBOR was defined as LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The Prior Credit Facility agreement required the Company to pay an unused fee per annum of 0.25% if the unused balance of the Prior Credit Facility exceeded or was equal to 50% of the available facility or a fee per annum of 0.15% if the unused balance of the Prior Credit Facility is less than 50% of the available facility.The unused borrowing capacity under the Credit facility as of December 31, 2016 was $113.0 million .
On July 24, 2017, the Company terminated the Prior Credit Facility and repaid the outstanding balance of $725.8 million (including €255.7 million , £160.2 million and $221.6 million ) of which $720.9 million was repaid with proceeds from the Credit Facility (as described below) and $4.9 million from cash on hand.
Credit Facility
On July 24, 2017 , the Company, through the OP, entered into a credit agreement with KeyBank National Association (“KeyBank”), as agent, and the other lender parties thereto, that provides for a $500.0 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”) and a €194.6 million ( $225.0 million U.S. Dollar ("USD") equivalent at closing) senior unsecured term loan facility (the “Term Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). The aggregate total commitments under the Credit Facility are $725.0 million based on USD equivalents at closing. Upon request of the Company, subject in all respects to the consent of the lenders in their sole discretion, these aggregate total commitments may be increased up to an aggregate additional amount of $225.0 million , allocated to either or among both portions of the Credit Facility, with total commitments under the Credit Facility not to exceed $950.0 million .
At the closing of the Credit Facility, the Company, through the OP, borrowed $720.9 million based on USD equivalent at closing (including €194.6 million under the Term Facility, and $409.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility). On September 18, 2017, the Company repaid $80.0 million denominated in USD outstanding under the Revolving Credit Facility using proceeds from the issuance of Series A Preferred Stock. As of September 30, 2017 , the Company had $648.0 million (including €194.6 million under the Term Facility and $329.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility) outstanding under the Credit Facility. On October 27, 2017, the Company repaid an additional $120.0 million denominated in USD outstanding under the Revolving Credit Facility using proceeds from a new loan. See Note 15 — Subsequent Events , CMBS Loan Agreement , for additional details.
The Revolving Credit Facility is interest-only and matures on July 24, 2021 , subject to one one -year extension at the Company’s option. The Term Facility is interest-only and matures on July 24, 2022 . Borrowings under the Credit Facility bear interest at a variable rate per annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness and the consolidated total asset value of the Company and its subsidiaries plus either (i) LIBOR, as applicable to the currency being borrowed, or (ii) a “base rate” equal to the greatest of (a) KeyBank’s “prime rate,” (b) 0.5% above the Federal Funds Effective Rate or (c) 1.0% above one-month LIBOR. The applicable interest rate margin will initially be determined based on a range from 0.60% to 1.20% per annum with respect to base rate borrowings and 1.60% to 2.20% per annum with respect to LIBOR borrowings. As of September 30, 2017 , the Credit Facility had a weighted average effective interest rate of 2.7% after giving effect to interest rate swaps in place.
The Credit Facility requires the Company through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit Facility if the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit Facility if the unused balance is less than 50% of the total commitment. From and after the time the Company obtains an investment grade credit rating, the unused fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30% , decreasing as the Company’s credit rating increases.

19

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by the Company and compliance with various ratios related to those assets. As of September 30, 2017 , approximately $82.0 million was available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at the option of the Company, be denominated in USD, EUR, Canadian Dollars, British Pounds Sterling ("GBP") or Swiss Francs. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed.
The Company, through the OP, may reduce the amount committed under the Revolving Credit Facility and repay outstanding borrowings under the Credit Facility, in whole or in part, at any time without premium or penalty, other than customary “breakage” costs payable on LIBOR borrowings. In the event of a default, the lender has the right to terminate its obligations under the Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Facility also imposes certain affirmative and negative covenants on the OP, the Company and certain of its subsidiaries including restrictive covenants with respect to, among other things, liens, indebtedness, investments, distributions, mergers and asset sales, as well as financial covenants requiring the OP to maintain, among other things, ratios related to leverage, secured leverage, fixed charge coverage and unencumbered debt services, as well as a minimum consolidated tangible net worth.
The Company and certain of its subsidiaries have guaranteed the OP's obligations under the Credit Facility pursuant to a guarantee and a related contribution agreement which governs contribution rights of the guarantors in the event any amounts become payable under the guaranty.
In connection with the Company’s replacement of its existing Credit Facility with its New Credit Facility, and the change in borrowings by currency resulting therefrom, the Company terminated its existing £160.3 million notional GBP-LIBOR interest rate swap and entered into a new $150.0 million notional five year USD-LIBOR interest rate swap. Additionally, the Company novated its existing €224.4 million notional Euribor interest rate swap from its existing counterparty to a new counterparty.
Bridge Loan Facility
On August 8, 2016, in connection with the execution of the Merger Agreement, the OP entered into a bridge loan commitment letter (the "Bridge Commitment"), pursuant to which UBS Securities LLC and UBS AG, Stamford Branch agreed to provide a $150.0 million senior secured bridge loan facility for a term of 364 days from the date of the Merger. The Bridge Commitment required a 1.50% fee of the commitment amount upon execution. Upon closing of the Merger, the Company did not exercise its rights under the Bridge Commitment and as a result thereof, the Bridge Commitment was automatically terminated with the Merger.
Mezzanine Facility
In connection with the Merger, the Company assumed a mezzanine loan agreement (the "Mezzanine Facility") with an estimated aggregate fair value of $107.0 million . The Mezzanine Facility, which provided for aggregate borrowings up to €128.0 million subject to certain conditions. The Mezzanine Facility bore interest at a rate of 8.25% per annum, payable quarterly, and was scheduled to mature on August 13, 2017 .
On March 30, 2017, the Company terminated the Mezzanine Facility agreement and repaid in full the outstanding balance of $56.5 million (or €52.7 million ). The outstanding balance of the Mezzanine Facility was $55.4 million (or €52.7 million ) as of December 31, 2016 . The Company had no unused borrowing capacity under the Mezzanine Facility as of December 31, 2016 .
Unencumbered Assets
The total gross carrying value of unencumbered assets as of September 30, 2017 was $1.5 billion .
Note 6  —  Mortgage Notes Payable
Mortgage notes payable as of September 30, 2017 and December 31, 2016 consisted of the following:
 
 
 
 
Encumbered Properties
 
Outstanding Loan Amount (1)
 
Effective Interest Rate
 
Interest Rate
 
 
Country
 
Portfolio
 
 
September 30, 2017
 
December 31, 2016
 
 
 
Maturity
 
 
 
 
 
 
(In thousands)
 
(In thousands)
 
 
 
 
 
 
Finland:
 
Finnair
 
4
 
$
33,553

 
$
29,878

 
2.2%
(2)  
Fixed
 
Sep. 2020
 
 
Tokmanni
 
1
 
34,233

 
30,483

 
2.4%
(2)  
Fixed
 
Oct. 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
France:
 
Auchan (5)
 
1
 
9,806

 
8,732

 
1.7%
(2)  
Fixed
 
Dec. 2019
 
 
Pole Emploi (5)
 
1
 
6,852

 
6,102

 
1.7%
(2)  
Fixed
 
Dec. 2019
 
 
Sagemcom (5)
 
1
 
42,414

 
37,768

 
1.7%
(2)  
Fixed
 
Dec. 2019
 
 
Worldline (5)
 
1
 
5,907

 
5,260

 
1.9%
(2)  
Fixed
 
Jul. 2020

20

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

 
 
 
 
Encumbered Properties
 
Outstanding Loan Amount (1)
 
Effective Interest Rate
 
Interest Rate
 
 
Country
 
Portfolio
 
 
September 30, 2017
 
December 31, 2016
 
 
 
Maturity
 
 
DCNS (5)
 
1
 
11,224

 
9,994

 
1.5%
(2)  
Fixed
 
Dec. 2020
 
 
ID Logistics II (5)
 
2
 
12,405

 
11,046

 
1.3%
 
Fixed
 
Jun. 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Germany
 
Rheinmetall
 
1
 
12,523

 
11,152

 
2.6%
(2)  
Fixed
 
Jan. 2019
 
 
OBI DIY
 
1
 
5,317

 
4,734

 
2.4%
 
Fixed
 
Jan. 2019
 
 
RWE AG
 
3
 
73,841

 
65,753

 
1.6%
(2)  
Fixed
 
Oct. 2019
 
 
Rexam
 
1
 
6,214

 
5,534

 
1.8%
(2)  
Fixed
 
Oct. 2019
 
 
Metro Tonic
 
1
 
31,308

 
27,879

 
1.7%
(2)  
Fixed
 
Dec. 2019
 
 
ID Logistics I  (5)
 
1
 
4,726

 
4,208

 
1.0%
 
Fixed
 
Oct. 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Luxembourg:
 
DB Luxembourg (5)
 
1
 
42,532

 
37,873

 
1.4%
(2)  
Fixed
 
May 2020
The Netherlands:
 
ING Amsterdam (5)
 
1
 
51,984

 
46,290

 
1.7%
(2)  
Fixed
 
Jun. 2020
 
 
Total EUR denominated
 
22
 
384,839

 
342,686

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United Kingdom:
 
McDonald's
 
1
 
1,018

 
938

 
4.1%
(2)  
Fixed
 
Oct. 2017
 
 
Wickes Building Supplies I
 
1
 
2,608

 
2,402

 
3.7%
(2)  
Fixed
 
May 2018
 
 
Everything Everywhere
 
1
 
5,359

 
4,936

 
4.0%
(2)  
Fixed
 
Jun. 2018
 
 
Thames Water
 
1
 
8,039

 
7,405

 
4.1%
(2)  
Fixed
 
Jul. 2018
 
 
Wickes Building Supplies II
 
1
 
2,211

 
2,036

 
4.2%
(2)  
Fixed
 
Jul. 2018
 
 
Northern Rock
 
2
 
7,034

 
6,479

 
4.4%
(2)  
Fixed
 
Sep. 2018
 
 
Wickes Building Supplies III
 
1
 
2,546

 
2,345

 
4.3%
(2)  
Fixed
 
Nov. 2018
 
 
Provident Financial
 
1
 
17,082

 
15,735

 
4.1%
(2)  
Fixed
 
Feb. 2019
 
 
Crown Crest
 
1
 
25,790

 
23,757

 
4.2%
(2)  
Fixed
 
Feb. 2019
 
 
Aviva
 
1
 
21,034

 
19,376

 
3.8%
(2)  
Fixed
 
Mar. 2019
 
 
Bradford & Bingley
 
1
 
10,129

 
9,330

 
3.5%
(2)  
Fixed
 
May 2020
 
 
Intier Automotive Interiors
 
1
 
6,330

 
5,831

 
3.5%
(2)  
Fixed
 
May 2020
 
 
Capgemini
 
1
 
7,369

 
6,788

 
3.2%
(2)  
Fixed
 
Jun. 2020
 
 
Fujitsu
 
3
 
33,199

 
30,581

 
3.2%
(2)  
Fixed
 
Jun. 2020
 
 
Amcor Packaging
 
7
 
4,188

 
3,858

 
3.5%
(2)  
Fixed
 
Jul. 2020
 
 
Fife Council
 
1
 
2,457

 
2,263

 
3.5%
(2)  
Fixed
 
Jul. 2020
 
 
Malthrust
 
3
 
4,287

 
3,949

 
3.5%
(2)  
Fixed
 
Jul. 2020
 
 
Talk Talk
 
1
 
5,125

 
4,721

 
3.5%
(2)  
Fixed
 
Jul. 2020
 
 
HBOS
 
3
 
7,221

 
6,652

 
3.5%
(2)  
Fixed
 
Jul. 2020
 
 
DFS Trading
 
5
 
13,584

 
12,513

 
3.4%
(2)  
Fixed
 
Aug. 2020
 
 
DFS Trading
 
2
 
3,180

 
2,930

 
3.4%
(2)  
Fixed
 
Aug. 2020
 
 
HP Enterprise Services
 
1
 
12,442

 
11,461

 
3.4%
(2)  
Fixed
 
Aug. 2020
 
 
Foster Wheeler (5)
 
1
 
52,652

 
48,501

 
2.6%
(2)  
Fixed
 
Oct. 2018
 
 
Harper Collins (5)
 
1
 
37,614

 
34,648

 
3.4%
(2)  
Fixed
 
Oct. 2019
 
 
NCR Dundee (5)
 
1
 
7,556

 
6,960

 
2.9%
(2)  
Fixed
 
Apr. 2020
 
 
Total GBP denominated
 
43
 
300,054

 
276,395

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United States:
 
Quest Diagnostics
 
1
 
52,799

 
52,800

 
3.2%
(3)  
Variable
 
Sep. 2018
 
 
Western Digital
 
1
 
17,445

 
17,682

 
5.3%
 
Fixed
 
Jul. 2021
 
 
AT&T Services
 
1
 
33,550

 
33,550

 
3.2%
(4)  
Variable
 
Dec. 2020
 
 
FedEx Freight (5)
 
1
 
6,165

 
6,165

 
4.5%
 
Fixed
 
Jun. 2021
 
 
Veolia Water (5)
 
1
 
4,110

 
4,110

 
4.5%
 
Fixed
 
Jun. 2021
Puerto Rico:
 
Encanto Restaurants (6)
 
18


 
21,599

 
6.3%
 
Fixed
 
Jun. 2017
 
 
Total USD denominated
 
5
 
114,069

 
135,906

 
 
 
 
 
 
 
 
Gross mortgage notes payable
 
70
 
798,962

 
754,987

 
2.6%
 
 
 
 

21

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

 
 
 
 
Encumbered Properties
 
Outstanding Loan Amount (1)
 
Effective Interest Rate
 
Interest Rate
 
 
Country
 
Portfolio
 
 
September 30, 2017
 
December 31, 2016
 
 
 
Maturity
 
 
Deferred financing costs, net of accumulated amortization
 
 
(4,043
)
 
(5,103
)
 
—%
 
 
 
 
 
 
Mortgage notes payable, net of deferred financing costs
 
70
 
$
794,919

 
$
749,884

 
2.6%
 
 
 
 
_______________________________
(1)  
Amounts borrowed in local currency and translated at the spot rate as of the periods presented.
(2)  
Fixed as a result of an interest rate swap agreement.
(3)  
The interest rate is 2.0% plus 1-month LIBOR.
(4)  
The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement.
(5)  
New mortgages acquired as part of the Merger on the Merger Date.
(6)  
The effective interest rate of 6.3% and 18 properties is not included in the calculation of weighted average effective interest rate and encumbered properties total as of September 30, 2017 , respectively, as the loan was paid off as of June 30, 2017.
In connection with the Mergers, the OP assumed outstanding gross mortgage notes payable encumbering properties owned by Global II with an estimated aggregate fair value of $279.0 million at the Merger Date.
The following table presents future scheduled aggregate principal payments on the Company's gross mortgage notes payable over the next five calendar years and thereafter as of September 30, 2017 :
(In thousands)
 
Future Principal Payments (1)
2017 (remainder)
 
$
1,100

2018
 
133,584

2019
 
290,151

2020
 
330,422

2021
 
43,705

2022
 

Thereafter
 

Total
 
$
798,962

_________________________
(1)  
Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable.
The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017 , the Company was in breach of a loan to value financial covenant on one mortgage note payable agreement. As of September 30, 2017 , the loan had an outstanding principal balance of $7.4 million . The Company cured the breach within the period required by the underlying loan agreement by repaying £0.8 million of principal on the mortgage subsequent to September 30, 2017 , and the breach did not result in an event of default. The Company was in compliance with the remaining covenants under its mortgage notes payable agreements as of September 30, 2017 . As of December 31, 2016 , the Company was in compliance with all financial covenants under its mortgage notes payable agreements.
CMBS Loan Agreement
On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Loan Agreement provides for a $187.0 million loan (the “Loan”) with a fixed interest rate of 4.369% and a maturity date of November 6, 2027. See Note 15 — Subsequent Events , CMBS Loan Agreement , for additional details.
Note 7 — Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

22

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

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.
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 those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2017 and December 31, 2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
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.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , aggregated by the level in the fair value hierarchy within which those instruments fall.
(In thousands)
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
Total
September 30, 2017
 
 
 
 
 
 
 
 
Cross currency swaps, net (GBP & EUR)
 
$

 
$
(2,898
)
 
$

 
$
(2,898
)
Foreign currency forwards, net (GBP & EUR)
 
$

 
$
(1,136
)
 
$

 
$
(1,136
)
Interest rate swaps, net (GBP & EUR)
 
$

 
$
(9,031
)
 
$

 
$
(9,031
)
Put options (GBP & EUR)
 
$

 
$
132

 
$

 
$
132

OPP (see Note 13 )
 
$

 
$

 
$
(3,900
)
 
$
(3,900
)
December 31, 2016
 
 
 
 
 
 
 
 
Cross currency swaps, net (GBP & EUR)
 
$

 
$
21,179

 
$

 
$
21,179

Foreign currency forwards, net (GBP & EUR)
 
$

 
$
6,998

 
$

 
$
6,998

Interest rate swaps, net (GBP & EUR)
 
$

 
$
(15,457
)
 
$

 
$
(15,457
)
Put options (GBP & EUR)
 
$

 
$
523

 
$

 
$
523

OPP (see Note 13 )
 
$

 
$

 
$
(13,400
)
 
$
(13,400
)
The valuation of the OPP is determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the OPP, including the performance periods and total return hurdles, as well as observable market-based inputs, including interest rate curves, and unobservable inputs, such as expected volatility. As a result, the Company has determined that its OPP valuation in its entirety is classified in Level 3 of the fair value hierarchy.

23

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

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. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2017 .
Level 3 Valuations
The following is a reconciliation of the beginning and ending balances for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2017 :
(In thousands)
 
OPP
Beginning Balance as of December 31, 2016
 
$
13,400

   Fair value adjustment
 
(9,500
)
Ending balance as of September 30, 2017
 
$
3,900

The following table provides quantitative information about the significant Level 3 input used:
Financial Instrument
 
Fair Value at September 30, 2017
 
Principal Valuation Technique
 
Unobservable Inputs
 
Input Value
 
 
(In thousands)
 
 
 
 
 
 
OPP
 
$
3,900

 
Monte Carlo Simulation
 
Expected volatility
 
17.4%
The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply.
Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying instrument, parameter or market index, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument.
Financial Instruments not Measured at Fair Value on a Recurring Basis
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to/from related parties, prepaid expenses and other assets, accounts payable, deferred rent and dividends payable approximate their carrying value on the consolidated balance sheets 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.
 
 
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
(In thousands)
 
Level
 
September 30,
2017
 
September 30,
2017
 
December 31,
2016
 
December 31,
2016
Mortgage notes payable (1) (2)
 
3
 
$
796,790

 
$
793,062

 
$
752,484

 
$
747,870

Credit Facility (3)
 
3
 
$

 
$

 
$
616,614

 
$
616,614

New Credit Facility (3)
 
3
 
$
647,988

 
$
652,487

 
$

 
$

Mezzanine Facility (4)
 
3
 
$

 
$

 
$
55,383

 
$
55,400

__________________________________________________________
(1)  
Carrying value includes $799.0 million gross mortgage notes payable and $2.2 million mortgage discount/(premium), net as of September 30, 2017 .
(2)  
Carrying value includes $755.0 million gross mortgage notes payable and $2.5 million mortgage discount/(premium), net as of December 31, 2016 .
(3)  
On July 24, 2017 , the Company terminated the Prior Credit Facility and repaid the outstanding balance primarily with proceeds from the Credit Facility (see Note 5 —  Credit Borrowings for further details).
(4)  
Carrying value includes $55.4 million Mezzanine Facility and $17,000 mezzanine discount, net as of December 31, 2016 .
The fair value of the gross mortgage notes payable and the Credit Facility are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Prior Credit Facility were considered to be reported at fair value due to the short-term nature of the maturity. The Mezzanine Facility required the Company to pay interest based on a fixed rate and as such the advances were considered to approximate fair value.

24

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Note 8 Derivatives and Hedging Activities
Risk Management Objective
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. Certain foreign investments expose the Company to fluctuations in foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the USD.
The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than for interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any such counterparties will fail to meet their obligations.
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2017 and December 31, 2016 :
(In thousands)
 
Balance Sheet Location
 
September 30, 2017
 
December 31, 2016
Derivatives designated as hedging instruments:
 
 
 
 
 
 
Foreign currency forwards (EUR-USD)
 
Derivative assets, at fair value
 
$

 
$
972

Cross currency swaps (GBP)
 
Derivative assets, at fair value
 

 
16,868

Cross currency swaps (EUR)
 
Derivative assets, at fair value
 

 
3,003

Interest rate swaps (USD)
 
Derivative assets, at fair value
 
549

 

Cross currency swaps (EUR)
 
Derivative liabilities, at fair value
 
(2,672
)
 

Cross currency swaps (GBP)
 
Derivative liabilities, at fair value
 
(345
)
 

Foreign currency forwards (EUR-USD)
 
Derivative liabilities, at fair value
 
(166
)
 

Interest rate swaps (GBP)
 
Derivative liabilities, at fair value
 
(4,091
)
 
(8,595
)
Interest rate swaps (EUR)
 
Derivative liabilities, at fair value
 
(2,707
)
 
(4,262
)
Total
 
 
 
$
(9,432
)
 
$
7,986

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Foreign currency forwards (GBP-USD)
 
Derivative assets, at fair value
 
$
43

 
$
3,918

Foreign currency forwards (GBP-USD)
 
Derivative liabilities, at fair value
 
(617
)
 

Foreign currency forwards (EUR-USD)
 
Derivative assets, at fair value
 

 
2,108

Foreign currency forwards (EUR-USD)
 
Derivative liabilities, at fair value
 
(396
)
 

Put options (GBP)
 
Derivative assets, at fair value
 
2

 
131

Put options (EUR)
 
Derivative assets, at fair value
 
130

 
392

Cross currency swaps (GBP)
 
Derivative assets, at fair value
 

 
477

Cross currency swaps (EUR)
 
Derivative assets, at fair value
 
119

 
831

Interest rate swaps (EUR)
 
Derivative liabilities, at fair value
 
(2,782
)
 
(2,600
)
Total
 
 
 
$
(3,501
)
 
$
5,257


25

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2017 and December 31, 2016 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.
 
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset on the Balance Sheet
 
 

(In thousands)
 
Gross Amounts of Recognized Assets
 
Gross Amounts of Recognized (Liabilities)
 
Gross Amounts Offset on the Balance Sheet
 
Net Amounts of Assets (Liabilities) presented on the Balance Sheet
 
Financial Instruments
 
Cash Collateral Received (Posted)
 
Net Amount
September 30, 2017
 
$
842

 
$
(13,776
)
 
$

 
$
(12,934
)
 
$

 
$

 
$
(12,934
)
December 31, 2016
 
$
28,700

 
$
(15,457
)
 
$

 
$
13,243

 
$

 
$

 
$
13,243

In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company has drawn, and expects to continue to draw, foreign currency advances under the Prior Credit Facility and the Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity invested in the real estate investments, removing the need for the final cross currency swaps (See Note 5 — Credit Borrowings). As further discussed below, in conjunction with the restructuring of the cross currency swaps on February 4, 2015 , foreign currency advances of €110.5 million and £68.5 million were drawn under the Prior Credit Facility. The Company separately designated each foreign currency draw as a net investment hedge under ASC 815. Effective May 17, 2015, the Company modified the hedging relationship and designated all current and future foreign currency draws as net investment hedges.
Interest Rate Swaps
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk:
 
 
September 30, 2017
 
December 31, 2016
Derivatives
 
Number of
Instruments
 
Notional Amount
 
Number of
Instruments
 
Notional Amount
 
 
 
 
(In thousands)
 
 
 
(In thousands)
Interest rate swaps (GBP)
 
20
 
$
300,053

 
21
 
$
474,161

Interest rate swaps (EUR)
 
13
 
219,129

 
14
 
431,213

Interest rate swaps (USD)
 
3
 
150,000

 
 

Total
 
36
 
$
669,182

 
35
 
$
905,374

In connection with the July 24, 2017 refinancing of the Prior Credit Facility,  the Company terminated an interest rate swap with notional amount of £160.0 million for a payment of $2.6 million . This swap was designated as a cash flow hedge on the Company's GBP borrowings which were partially paid off. As a result of the termination, the Company accelerated the reclassification of amounts in other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur. The portion of the termination payment relating to the GBP borrowings that were paid off resulted in a charge to earnings of $1.1 million , included in losses on derivative instruments in the three and nine months ended September 30, 2017 . The remaining amount relating to GBP borrowings still outstanding will remain in accumulated other comprehensive income ("AOCI") and be recorded as an adjustment to interest expense over the term of the related LIBOR borrowings.

26

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During 2017 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. During the three and nine months ended September 30, 2017 , the Company recorded gains of approximately $46,000 and $112,000 , respectively, of ineffectiveness in earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2016 , the Company recorded gains of $0.3 million and losses of $0.2 million of ineffectiveness in earnings, respectively.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months , the Company estimates that an additional $4.8 million will be reclassified from other comprehensive income (loss) as an increase to interest expense.
The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2017 and 2016 .
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
 
2017
 
2016
 
2017
 
2016
Amount of loss recognized in accumulated other comprehensive income (loss)   from derivatives (effective portion)
 
$
(3,738
)
 
$
(487
)
 
$
(12,364
)
 
$
(15,148
)
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion)
 
$
(1,461
)
 
$
(1,329
)
 
$
(4,523
)
 
$
(3,920
)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
 
$
(1,102
)
 
$
318

 
$
(1,007
)
 
$
(174
)

27

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Cross Currency Swaps Previously Designated as Net Investment Hedges
The Company is exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and hold debt instruments in currencies other than its functional currency, the USD. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign currency exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable exchange rate for delivery of a specified amount of foreign currency on specified dates.
On February 4, 2015 , the Company restructured its cross currency swaps and replaced its initial USD equity funding in certain foreign real estate investments with foreign currency debt. As part of the restructuring, foreign currency advances of €110.5 million and £68.5 million were drawn under the Prior Credit Facility which created a natural hedge against the original equity invested in the real estate investments, thus removing the need for the final equity notional component of the cross currency swaps. The cross currency swaps had been designated as net investment hedges through the date of the restructure. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The restructuring and settlement of the cross currency swaps resulted in a gain of approximately $19.0 million , with $10.1 million in proceeds received and $8.9 million retained by the bank as a reduction of outstanding Credit Facility balance as of December 31, 2015 . The gain will remain in the cumulative translation adjustment until such time as the net investments are sold or substantially liquidated. Following the restructuring noted above, these cross currency swaps no longer qualified for net investment hedge accounting treatment and as such, subsequent to February 5, 2015, all changes in fair value are recognized in earnings.
Foreign Denominated Debt Designated as Net Investment Hedges
Effective May 17, 2015 , all foreign currency draws under the Prior Credit Facility were designated as net investment hedges. As such, the effective portion of changes in value due to currency fluctuations are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The undesignated portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated, or if the Company should no longer possess a controlling interest.
As of September 30, 2017 , total foreign currency advances under the New Credit Facility were approximately $318.9 million , which reflects advances of £40.0 million ( $53.6 million based upon an exchange rate of £1.00 to $1.34 , as of September 30, 2017 ) and advances of €224.6 million ( $265.4 million based upon an exchange rate of €1.00 to $1.18 , as of September 30, 2017 ).
The Company designates its net investment hedge position on the first day of each quarterly period. As of July 1, 2017 , foreign currency draws under the Prior Credit Facility were £160.2 million ( $214.7 million based on the aforementioned exchange rate as of September 30, 2017 ) and €255.7 million ( $302.1 million based on the aforementioned exchange rate as of September 30, 2017 ) were designated as net investment hedges of the total foreign currency draws outstanding on the Credit Facility of $516.8 million . As of July 1, 2017 , total net investments in real estate denominated in foreign currency were £108.0 million ( $144.7 million based on the aforementioned exchange rate as of September 30, 2017 ) and €348.7 million ( $412.0 million based on the aforementioned exchange rate as of September 30, 2017 ), which resulted in £52.2 million ( $70.0 million based on the aforementioned exchange rate as of September 30, 2017 ) of undesignated excess position. The Company records adjustments to earnings for currency impact on this undesignated excess position. Effective on July 24, 2017, in connection with the refinancing of the Prior Credit Facility, the GBP borrowings were substantially reduced, and there was no undesignated excess foreign advances in GBP thereafter. As of July 1, 2017 , the Company’s Euro ("EUR") designated net investment hedges did not result in an excess position. The Company recorded gains ( losses ) of $0.1 million and $(3.8) million for the three and nine months ended September 30, 2017 , respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. The Company recorded gains of $1.2 million and $5.8 million for the three and nine months ended September 30, 2016 , respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. For the portion of foreign draws now designated as net investment hedges there were no additional remeasurement gains (losses) for the three and nine months ended September 30, 2017 .

28

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

As of September 30, 2017 , and December 31, 2016 , the Company had the following outstanding foreign cross currency derivatives that were used to hedge its net investments in foreign operations:
 
 
September 30, 2017
 
December 31, 2016
Derivatives
 
Number of
Instruments
 
Notional Amount
 
Number of
Instruments
 
Notional Amount
 
 
 
 
(In thousands)
 
 
 
(In thousands)
Cross currency swaps (GBP - USD)
 
1
 
$
65,815

 
1
 
$
60,626

Cross currency swaps (EUR - USD)
 
3
 
42,627

 
3
 
37,957

Foreign currency forwards (EUR-USD)
 
1
 
10,100

 
1
 
10,100

Total
 
5
 
$
118,542

 
5
 
$
108,683

In connection with the July 24, 2017 refinancing of the Prior Credit Facility, The company novated an interest rate swap with a notional amount of €224.0 million . Subsequent to the novation, the swap no longer qualified for hedge accounting. The interest swap liability​ of $0.7 million ​at that date will stay in AOCI and be recorded as an adjustment to interest expense over the term of the related LIBOR borrowings. Subsequent changes in the value of the swap will be reflected in earnings.
Additionally, in connection with the July 24, 2017 refinancing of the Prior Credit Facility, the Company terminated a cross-currency swap with a notional amount of £49.1 million for a payment of $10.6 million . This swap was designated as a net investment hedge on the Company's EUR investments, and this swap is still outstanding. The termination payment amount will remain in AOCI until the hedge item is liquidated.  
Non-designated Derivatives
The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the EUR. The Company uses foreign currency derivatives including options, currency forward and cross currency swap agreements to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in net income (loss). The Company recorded losses of $2.0 million and $5.4 million on the non-designated hedges for the three and nine months ended September 30, 2017 , respectively. The Company recorded gains of $0.4 million and $3.9 million on the non-designated hedges for the three and nine months ended September 30, 2016 , respectively.
As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships.
 
 
September 30, 2017
 
December 31, 2016
Derivatives
 
Number of
Instruments
 
Notional Amount
 
Number of
Instruments
 
Notional Amount
 
 
 
 
(In thousands)
 
 
 
(In thousands)
Foreign currency forwards (GBP - USD)
 
16
 
$
18,232

 
21
 
$
18,058

Foreign currency forwards (EUR - USD)
 
14
 
21,140

 
20
 
28,424

Cross currency swaps (GBP - USD)
 
 

 
3
 
43,457

Cross currency swaps (EUR - USD)
 
1
 
15,864

 
3
 
30,604

Interest rate swaps (EUR)
 
6
 
408,389

 
5
 
127,570

Put options (GBP-USD)
 
2
 
1,350

 
5
 
3,375

Put options (EUR-USD)
 
7
 
11,500

 
5
 
6,250

Total
 
46
 
$
476,475

 
62
 
$
257,738



29

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of September 30, 2017 , the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $15.4 million . As of September 30, 2017 , the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.
Note 9 — Stockholders' Equity
On February 28, 2017 , the Company completed a Reverse Stock Split of Common Stock, OP Units and LTIP Units, at a ratio of 1 -for- 3 (see Note 1 Organization for details).
As of September 30, 2017 and December 31, 2016 , the Company had 67.3 million and 66.3 million shares of Common Stock outstanding, respectively, excluding unvested restricted shares of Common Stock ("restricted shares"), the limited partnership units in the OP ("OP Units") issued to limited partners other than the Company or long-term incentive plan units in the OP ("LTIP Units") issued in accordance with the OPP which are currently, or may be in the future, convertible into shares of Common Stock.
During the three and nine months ended September 30, 2017 , the Company paid fees of approximately $2,000 and $0.2 million , respectively, to the Agents with respect to sales of shares of Common Stock sold pursuant to the ATM Program. These fees were charged to additional paid-in capital on the accompanying consolidated balance sheet during the ATM Program as of September 30, 2017 .
On September 12, 2017, the Company completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by the Company. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company.
Holders of Series A Preferred Stock are entitled to cumulative dividends in an amount equal to $1.8125 per share each year, which is equivalent to the rate of 7.25% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after September 12, 2022, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company's option, at a cash redemption price of $25.00 per share plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the "Articles Supplementary")), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Common Stock based on a defined formula subject to a cap whereby the holders of Series A Preferred Stock may receive a maximum of 2.301 shares of Common Stock (as adjusted for any stock splits) per share of Series A Preferred Stock. The necessary conditions to convert the Series A Preferred Stock to Common Stock have not been met as of September 30, 2017 . Therefore, Series A Preferred Stock will not impact Company's earnings per share calculations.
The Series A Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company's voluntary or involuntary liquidation, dissolution or winding up.

30

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the Company’s board of directors if six or more quarterly dividends (whether or not consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.
Monthly Dividends and Change to Payment Dates
The Company pays dividends on Common Stock on the 15th day of each month in an amount equal to $0.1775 per share to stockholders of record as of close of business on the 8th day of such month. The Company's board of directors may alter the amounts of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. For purposes of the presentation of information herein, the Company may refer to distributions by the OP on OP Units and LTIP Units (as defined in Note 13 Share-Based Compensation ) as dividends.
Dividends on Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to Series A Preferred Stock holders, which is equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record at the close of business on the record date set by the Company's board of directors, which must be not more than 30 nor fewer than 10 days prior to the applicable payment date.
Note 10 — Commitments and Contingencies
Operating Ground Leases
Certain properties acquired are subject to ground leases, which are accounted for as operating leases. The ground leases have various expiration dates, renewal options, and rental rate escalations, with the latest leases extending to April 2105. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows:
(In thousands)
 
Future Ground
Lease Payments
2017 (remainder)
 
$
354

2018
 
1,415

2019
 
1,415

2020
 
1,415

2021
 
1,415

2022
 
1,415

Thereafter
 
43,236

Total
 
$
50,665

The Company incurred rent expense on ground leases of $0.3 million and $1.0 million during the three and nine months ended September 30, 2017 , respectively. The Company incurred rent expense on ground leases of $0.4 million and $1.0 million during the three and nine months ended September 30, 2016 , respectively.
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company.
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. As of September 30, 2017 , the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

31

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Hurricane Damage
During the three and nine months ended September 30, 2017 , properties owned by the Company in the U.S. with carrying amounts of $171.2 million (including $32.9 million of properties located in Puerto Rico) as of September 30, 2017 were located in areas impacted by Hurricanes Irma, Harvey and Maria. The properties are covered by insurance for both property damage and business interruption, subject to normal deductibles, and the tenants have continued to make regular monthly lease payments. Accordingly, the Company does not believe that its exposure to loss on its property or operations will be significant.
Note 11 — Related Party Transactions
As of September 30, 2017 and December 31, 2016 , the Former Parent of the Sponsor, AR Global, the Special Limited Partner and a subsidiary of the Service Provider owned, in the aggregate, 258,504 and 81,481 shares of outstanding Common Stock, respectively. The Advisor, the Service Provider, and their affiliates may incur costs and fees on behalf of the Company. As of December 31, 2016 , the Company had $5.2 million of receivables from related parties. There were no receivables from related parties as of September 30, 2017 . As of September 30, 2017 and December 31, 2016 , the Company had $1.2 million and $2.2 million of payables to related parties, respectively.
As of September 30, 2017 , AR Global indirectly owned 95%  of the membership interests in the Advisor and Scott J. Bowman, the Company's former chief executive officer and president, directly owned the other  5%  of the membership interests in the Advisor. Prior to his resignation as chief executive officer and president of the Company, Mr. Bowman owned 10% of the membership interests in the Advisor and AR Global indirectly owned the other 90% of the membership interests in the Advisor. James L. Nelson, the Company’s chief executive officer and president, holds a non-controlling profit interest in the Advisor and Property Manager. Mr. Nelson was appointed the Company's chief executive officer and president, effective as of August 8, 2017.
The Company is the sole general partner of the OP. At Listing, the Advisor held a total of 487,252 OP Units and the Service Provider held a total of 115,967 OP Units. Subsequent to the Listing, all OP Units issued to the Advisor were transferred to individual members and employees of AR Global. On September 2, 2016 , 421,378 of the OP Units were converted into Common Stock, of which 305,411 were issued to individual members and employees of AR Global and 115,967 were issued to the Service Provider. On April 3, 2017, the remaining 181,841 of OP Units were converted into Common Stock which were held by individual members and employees of AR Global. As of September 30, 2017 , the Company holds all of the OP Units.
On June 2, 2015 , the Advisor and the Service Provider exchanged 575,438 previously-issued Class B Units for 575,438 OP Units pursuant to the OP Agreement. These OP Units were redeemable for shares of Common Stock of the Company on a one-for-one basis, or the cash value of shares of Common Stock (at the option of the Company), 12 months from the Listing Date subject to the terms of the limited partnership agreement of the OP. The Advisor and the OP also entered into a Contribution and Exchange Agreement pursuant to which the Advisor contributed $0.8 million in cash to the OP in exchange for 27,776 OP Units. Subsequent to the Listing, such OP Units were transferred to individual members and employees of AR Global. The OP made cash distributions to partners other than the Company of $0.1 million during the nine months ended September 30, 2017 . There were no cash distributions paid to holders of OP Units during the three months ended September 30, 2017 . The OP made cash distributions with respect to partnership interests other than those of the Company of approximately $0.3 million and $1.0 million during the three and nine months ended September 30, 2016 , respectively.
In addition, in connection with the OPP, the Company paid  $0.2 million and $0.5 million in distributions related to LTIP Units (as defined in Note 13 Share-Based Compensation ) during the  three and nine months ended September 30, 2017 , respectively, which are included in non-controlling interest in the consolidated statement of changes in equity. As of September 30, 2017 and December 31, 2016 , the Company had no unpaid distributions relating to LTIP Units.
A holder of OP Units, other than the Company, has the right to convert OP Units for a corresponding number of shares of Common Stock, or the cash value equivalent of those corresponding shares, at the Company's option, in accordance with the limited partnership agreement of the OP. The rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

32

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the Company's initial public offering, which was ongoing from October 2012 to June 2014 and, together with its affiliates, continued to provide the Company with various services through December 31, 2015. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global's principals. The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there any allegations related to the services the Advisor provides to the Company. On May 26, 2017, the defendants moved to dismiss. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously.
Acquired Related Party Receivable
As more fully described in Note 3 Merger Transaction , the Company acquired a $5.1 million receivable due from an affiliate of the Advisor which was payable in eight equal monthly installments beginning on January 15, 2017 . As of September 30, 2017 , all monthly payments had been made on schedule, and there is no balance remaining on this receivable.
Fees Paid in Connection With the Operations of the Company
Until the Listing Date, the Advisor was paid an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment and a finance fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to investment activities in Europe, the Advisor paid the Service Provider the acquisition fees and financing coordination fees. Until the Listing Date, the Advisor was also reimbursed for insourced expenses incurred in the process of acquiring properties, which were limited to 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company paid third party acquisition expenses.
In addition, until the Listing Date, the Company compensated the Advisor for its asset management services in an amount equal to 0.75% per annum of the total of: the cost of the Company's assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluding acquisition fees) plus costs and expenses incurred by the Advisor in providing asset management services, less the excess, if any, of dividends over FFO plus acquisition fees expenses and restricted share grant amortization. Until April 1, 2015, as compensation for this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor and Service Provider performance-based restricted partnership units of the OP ("Class B Units"). An aggregate of 575,438 Class B Units were issued to the Advisor and the Service Provider in connection with this arrangement, all of which vested on the Listing Date at a cost of $14.5 million . Concurrently, the Class B Units were converted to OP Units on a one-to-one basis. The vested value was calculated based, in part, on the closing price of Company's Common Stock on June 2, 2015 less an estimated discount for the one year lock-out period of transferability or liquidity of the OP Units. The Advisor and the Service Provider received distributions on unvested Class B Units equal to the dividend rate received on Common Stock. The Company records OP Unit distributions in the consolidated statement of changes in equity. Since April 1, 2015, the Advisor has been paid for its asset management services in cash. The performance condition related to these Class B Units was satisfied upon completion of the Listing, and the Class B Units vested.
On the Listing Date, the Company entered into the Advisory Agreement. Under the terms of the Advisory Agreement, the Company pays the Advisor:
(i)
a base fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”);
(ii)
plus a variable fee, payable monthly in advance in cash, equal to 1.25% of the cumulative net proceeds realized by the Company from the issuance of any common equity, including any common equity issued in exchange for or conversion of preferred stock or exchangeable notes, as well as, from any other issuances of common, preferred, or other forms of equity of the Company, including units of any operating partnership (“Variable Base Management Fee”); and
(iii)
an incentive fee (“Incentive Compensation”), 50% payable in cash and 50% payable in shares of Common Stock (which shares are subject to certain lock up restrictions), equal to: (a) 15% of the Company’s Core AFFO (as defined in the Advisory Agreement) per weighted average share outstanding for the applicable period (“Core AFFO Per Share”)(1) in excess of an incentive hurdle based on an annualized Core AFFO Per Share of $2.37 , plus (b) 10% of the Core AFFO Per Share in excess of an incentive hurdle of an annualized Core AFFO Per Share of $3.08 . The $2.37 and $3.08 incentive hurdles are subject to annual increases of 1% to 3% . The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment.

33

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The annual aggregate amount of the Minimum Base Management Fee and Variable Base Management Fee (collectively, the “Base Management Fee”) that may be paid under the Advisory Agreement are subject to varying caps based on assets under management (“AUM”) (2) , as defined in the Advisory Agreement.
_______________________________
(1)  
For purposes of the Advisory Agreement, Core AFFO per share means (i) net income adjusted for the following items (to the extent they are included in net income): (a) real estate related depreciation and amortization; (b) net income from unconsolidated partnerships and joint ventures; (c) one-time costs that the Advisor deems to be non-recurring; (d) non-cash equity compensation (other than any Restricted Share Payments (as defined in the Advisory Agreement); (e) other non-cash income and expense items; (f) non-cash dividends related to the Class B Units of the OP and certain non-cash interest expenses related to securities that are convertible to Common Stock; (g) gains (or losses) from the sale of investments; (h) impairment losses on real estate; (i) acquisition and transaction related costs; (j) straight-line rent; (k) amortization of above and below market leases assets and liabilities; (l) amortization of deferred financing costs; (m) accretion of discounts and amortization of premiums on debt investments; (n) marked-to-market adjustments included in net income; (o) unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and (p) consolidated and unconsolidated partnerships and joint ventures. (ii) divided by the weighted average outstanding shares of Common Stock on a fully diluted basis for such period.
(2)  
For purposes of the Advisory Agreement, "AUM" means, for a specified period, an amount equal to (A) (i) the aggregate costs of the Company's investments (including acquisition fees and expenses) at the beginning of such period (before reserves for depreciation of bad debts, or similar non-cash reserves) plus (ii) the aggregate cost of the Company's investment at the end of such period (before reserves from depreciation or bad debts, or similar non-cash reserves) divided by (B) two (2).
Specifically, the per annum aggregate amount of the Base Management Fee and the Incentive Compensation to be paid under the Advisory Agreement is capped at (a) 1.25% of the AUM for the previous year if AUM is less than or equal to $5.0 billion ; (b) 0.95% if the AUM is equal to or exceeds $15.0 billion ; or (c) a percentage equal to: (A) 1.25% less (B) (i) a fraction, (x) the numerator of which is the AUM for such specified period less $5.0 billion and (y) the denominator of which is $10.0 billion multiplied by (ii) 0.30% if AUM is greater than $5.0 billion but less than $15.0 billion . The Variable Base Management Fee is also subject to reduction if there is a sale or sales of one or more Investments in a single or series of related transactions exceeding $200.0 million and a special dividend(s) related thereto is paid to stockholders.
The Property Manager provides property management and leasing services for properties owned by the Company, for which the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed.
For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. This oversight fee is no longer applicable to 12 of the Company's properties which became subject to a separate property management agreement with the Property Manager in October 2017 on otherwise identical terms to the existing property management agreement, which remained applicable to all other properties. See Note 15 — Subsequent Events .
Solely with respect to the Company's investments in properties located in Europe, the Service Provider receives a portion of the fees payable to the Advisor equal to: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager is paid 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider.

34

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
 
 
 
 
2017
 
2016
 
2017
 
2016
 
(Receivable) Payable as of
 
(In thousands)
 
Incurred
 
Forgiven
 
Incurred
 
Forgiven
 
Incurred
 
Forgiven
 
Incurred
 
Forgiven
 
September 30, 2017
 
December 31, 2016
 
One-time fees and reimbursements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related party notes receivable acquired in Merger  (1)
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$
(5,138
)
 
Fees on gain from sale of investments
 

 

 

 

 

 

 

 

 
49

(5)  
923

(5)  
Financing coordination fees (2)
 

 

 

 

 

 

 

 

 

(5)  
16

(5)  
Ongoing fees:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset management fees (3)
 
5,250

 

 
4,500

 

 
15,647

 

 
13,500

 

 
217

(5)  
447

(5)  
Property management fees (4)
 
1,118

 

 
933

 
571

 
3,341

 
1,177

 
2,868

 
1,730

 
422

(5) (8)  
252

(5) (8)  
Total related party operational fees and reimbursements
 
$
6,368

(7)  
$

 
$
5,433

 
$
571

 
$
18,988

(7)  
$
1,177

 
$
16,368

 
$
1,730

 
$
688

(6)  
$
(3,500
)
(9)  
___________________________________________________________________________
(1)  
Balance included within related party notes receivable acquired in the Merger on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 . In addition, the $16,000 due from related parties as of September 30, 2017 and December 31, 2016 relating to RCS Advisory (as defined below) is not included in the table above.
(2)  
These related party fees are recorded as deferred financing costs and amortized over the term of the respective financing arrangement.
(3)  
The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to one quarter of the annual Minimum Base Management Fee for the three and nine months ended September 30, 2017 , and, the Variable Base Management Fee of $0.8 million and $2.1 million for the three and nine months ended September 30, 2017 , respectively. There were no Variable Base Management Fee for the three and nine months ended September 30, 2016 . No Incentive Compensation was earned for the three and nine months ended September 30, 2017 and 2016 .
(4)  
The Advisor waived 100% of fees from U.S. assets and its allocated portion of fees from European assets.
(5)  
Balance included within due to related parties on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 .
(6)  
In addition, as of September 30, 2017 , due to related parties include $0.3 million of costs accrued for Global II Advisor and transfer agent fees which were assumed through the Merger, $36,000 of costs accrued for transfer agent fees and $0.2 million of costs relating to RCS Advisory (as defined below), all accrued in 2016 and are not reflected in the table above.
(7)  
The Company incurred general and administrative costs and other expense reimbursements of approximately $25,000 and $73,000 for the three and nine months ended September 30, 2017 which are recorded within general and administrative expenses on the consolidated statements of operations and are not reflected in the table above.
(8)  
Prepaid property management fees of $0.2 million and 0.1 million as of September 30, 2017 and December 31, 2016 are not included in the table above and are included in the prepaid expenses and other assets on the consolidated balance sheets.
(9)  
In addition, as of December 31, 2016 due to related parties includes $0.5 million of accruals, of which $0.2 million of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and $0.3 million to Advisor and RCS.
The Company reimburses the Advisor's costs of providing certain administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income. Additionally, the Company reimburses the Advisor for certain expenses of the Advisor and its affiliates incurred on behalf of the Company. The Company does not reimburse the Advisor for those expenses that are specifically the responsibility of the Advisor under the Advisory Agreement, including fees and compensation paid to the Service Provider and the Advisor's overhead expenses, rent and travel expenses, professional services fees incurred with respect to the Advisor for the operation of its business, insurance expenses (other than with respect to the Company's directors and officers) and information technology expenses. No reimbursement was due by the Company to the Advisor during the three and nine months ended September 30, 2017 and 2016 .

35

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor may forgive certain fees including asset management and property management fees. Because the Advisor may forgive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay dividends to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. During the nine months ended September 30, 2017 , the Advisor elected to forgive $1.2 million of property management fees, and $3.3 million of property management fees were incurred. During the three months ended September 30, 2017 , no property management fees were forgiven, and $1.1 million of property management fees were incurred. During the three and nine months ended September 30, 2016 , the Property Manager elected to forgive $0.6 million and $1.7 million of property management fees, respectively, and $0.9 million and $2.9 million of property management fees, respectively, were incurred.
The predecessor to the parent of the Sponsor was party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager ("RCS Advisory"), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by the Sponsor with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to the parent of the Sponsor instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.
The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc. ("DST"), a third-party transfer agent. The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). On April 22, 2016, the Company terminated its agreement with DST and entered into a definitive agreement American Stock Transfer and Trust Company, LLC ("AST") appointing AST as the Company's transfer agent and registrar.
Fees Paid in Connection with the Liquidation of the Company's Real Estate Assets
In connection with any sale or transaction involving any investment, subject to the terms of the Advisory Agreement, the Company will pay to the Advisor a fee in connection with net gain recognized by the Company in connection with the sale or transaction (the "Gain Fee") unless the proceeds of such transaction or series of transaction are reinvested in one or more investments within 180 days thereafter. The Gain Fee is calculated at the end of each month and paid, to the extent due, with the next installment of the Base Management Fee. The Gain Fee is calculated by aggregating all of the Gains and Losses from the preceding month. During the nine months September 30, 2017 , the Company reinvested proceeds of $30.3 million and sold one property which resulted in a reduction to the Gain Fee of $0.8 million . As of September 30, 2017 and December 31, 2016, the Gain Fee due to the Advisor was approximately $49,000 and $0.9 million , respectively. There was no Gain Fee for the three months ended September 30, 2017 and three and nine months ended September 30, 2016 .
Note 12 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor, and the Service Provider, 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, the sale of shares of Common Stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates and the Service Provider. 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.

36

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Note 13 — Share-Based Compensation
Stock Option Plan
 The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan is equal to the fair market value of a share on the last business day preceding the annual grant date. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of  September 30, 2017 and December 31, 2016 , no stock options were issued under the Plan.
Restricted Share Plan
The Company's employee and director incentive restricted share plan ("RSP") provides the Company with the ability to grant awards of restricted shares and restricted stock units ("RSUs," and together with the restricted shares, "restricted stock") to the Company's directors, officers and 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.
Prior to April 8, 2015 , the RSP provided for the automatic grant of 1,000 restricted shares to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted shares issued to independent directors vested over a five -year period beginning on the first anniversary of the date of grant in increments of 20% per annum.
On April 8, 2015 , the Company amended the RSP (the "Amended RSP") to, among other things, remove the fixed amount of restricted shares that are automatically granted to the independent directors and remove the fixed vesting period of five - years . Under the Amended RSP, the annual amount granted to the independent directors is determined by the Company's board of directors.
Effective upon the Listing Date, the Company’s board of directors approved the following changes to independent director compensation: (i) increasing the annual retainer payable to all independent directors to $100,000 per year, (ii) increasing the annual retainer for the non-executive chair to $105,000 , (iii) increasing the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee to $30,000 . All annual retainers are payable 50% in the form of cash and 50% in the form of RSUs which vest over a three -year period. In addition, the directors have the option to elect to receive the cash component in the form of RSUs which would vest over a three -year period. Under the Amended RSP, RSUs entitle the recipient to receive shares of Common Stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company.
Restricted stock may not, in general, be sold or otherwise transferred until restrictions are removed and the restricted stock has vested. Holders of restricted stock may receive cash dividends prior to the time that the restrictions on the restricted stock have lapsed. Any dividends payable in shares of common stock shall be subject to the same restrictions as the underlying restricted stock.
The following table reflects restricted stock award activity for the nine months ended September 30, 2017 :
 
 
Number of Restricted Shares or RSUs
 
Weighted-Average Issue Price
Unvested, December 31, 2016
 
61,095

 
$
25.07

Vested
 
(25,429
)
 
25.25

Granted
 
13,861

 
22.54

Forfeitures
 

 

Unvested, September 30, 2017
 
49,527

 
$
24.27


37

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date, and is expensed over the vesting period. As of September 30, 2017 , the Company had $0.8 million unrecognized compensation costs related to unvested restricted stock awards granted under the Company’s Amended RSP. The cost is expected to be recognized over a weighted average period of 2.5 years . Compensation expense related to restricted stock was $0.1 million and $0.5 million during the three and nine months ended September 30, 2017 , respectively. Compensation expense related to restricted stock was $0.1 million and $0.3 million during the three and nine months ended September 30, 2016 , respectively. Such compensation expense related to restricted stock during the three and nine months ended September 30, 2017 and 2016 , are recorded to general and administrative expense in the accompanying consolidated statements of operations.
Multi-Year Outperformance Agreement
In connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Under the OPP, the Advisor was issued 3,013,933 LTIP Units in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the OP.
The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date, June 2, 2015 , based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, set forth below, for the three-year performance period commencing on the Effective Date (the “ Three -Year Period”); each 12-month period during the Three -Year Period (the “ One -Year Periods”); and the initial 24-month period of the Three -Year Period (the “ Two -Year Period”), as follows:
 
 
 
 
Performance Period
 
Annual Period
 
Interim Period
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period:
 
21%
 
7%
 
14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
 
 
 
 
 
 
 
100% will be earned if cumulative Total Return achieved is at least:
 
18%
 
6%
 
12%
 
50% will be earned if cumulative Total Return achieved is:
 
—%
 
—%
 
—%
 
0% will be earned if cumulative Total Return achieved is less than:
 
—%
 
—%
 
—%
 
a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:
 
0% - 18%
 
0% - 6%
 
0% - 12%
_______________________________________________________
*
The “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc.
The potential outperformance award is calculated at the end of each One -Year Period, the Two -Year Period and the Three -Year Period. The award earned for the Three -Year Period is based on the formula in the table above less any awards earned for the Two -Year Period and One -Year Periods, but not less than zero; the award earned for the Two -Year Period is based on the formula in the table above less any award earned for the first and second One -Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Three -Year Period will be forfeited.
Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event the Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three -Year Period. As of June 2, 2017 (end of the Two -Year Period) and June 2, 2016 (end of the first One -Year Period), no LTIP units were earned by the Advisor under the terms of the OPP with the Three -Year Period remaining during which the LTIP Units may be earned.

38

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

The Company records equity based compensation expense associated with the awards over the requisite service period of five years on a graded vesting basis. Equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Compensation (income) expense related to the OPP was $(1.0) million and $(3.2) million for the three and nine months ended September 30, 2017 , respectively. Compensation expense related to the OPP was $1.2 million and $2.1 million for the three and nine months ended September 30, 2016 , respectively. Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as an LTIP Unit is earned in accordance with the provisions of the OPP, the holder of such LTIP Unit is entitled to distributions on such LTIP Unit equal to 10%  of the distributions (other than distributions of sale proceeds) made per OP Unit. If real estate assets are sold and net sales proceeds distributed prior to June 2, 2018, the end of the Three -Year Period, the holders of LTIP Units generally would be entitled to a portion of those net sales proceeds with respect to both the earned and unearned LTIP Units (although the amount per LTIP Unit, which would be determined in accordance with a formula in the limited partnership agreement of the OP, would be less than the amount per OP Unit until the average capital account per LTIP Unit equals the average capital account per OP Unit). The Company paid $0.2 million and $0.5 million in distributions related to LTIP Units during the  three and nine months ended September 30, 2017 , respectively, which is included in non-controlling interest in the consolidated statement of changes in equity. After an LTIP Unit is earned, the holder of such LTIP Unit is entitled to a catch-up distribution and then the same distributions as the holders of an OP Unit. At the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days , the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the OP.
On February 25, 2016 , the OPP was amended and restated to reflect the merger of two of the companies in the Peer Group.
On February 28, 2017 , the Company completed a Reverse Stock Split of Common Stock, OP Units and LTIP Units, at a ratio of 1 -for- 3 (see Note 1 Organization for details).
Other Share-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. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of Common Stock issued in lieu of cash during the nine months ended September 30, 2017 and 2016 .
Note 14 — Earnings Per Share
The following is a summary of the basic and diluted net income per share computation for the periods presented:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except share and per share data)
 
2017
 
2016
 
2017
 
2016
Net income attributable to stockholders
 
$
2,104

 
$
8,943

 
$
14,733

 
$
31,194

Adjustments to net income attributable to stockholders for common share equivalents
 
(186
)
 
(190
)
 
(556
)
 
(577
)
Adjusted net income attributable to stockholders
 
$
1,918

 
$
8,753

 
$
14,177

 
$
30,617

 
 
 
 
 
 
 
 
 
Basic and diluted net income per share attributable to stockholders
 
$
0.03

 
$
0.16

 
$
0.21

 
$
0.54

Basic and diluted weighted average shares outstanding
 
67,286,615

 
56,463,396

 
66,739,723

 
56,314,184

Under current authoritative guidance for determining earnings per share, all nonvested 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 securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company's unvested RSUs and LTIP Units contain rights to receive non-forfeitable distributions and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the non-forfeitable distributions to the unvested RSUs and LTIP Units from the numerator.

39

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, unvested RSUs OP Units and LTIP Units to be common share equivalents. For the three and nine months ended September 30, 2017 and 2016 , the following common share equivalents were excluded from the calculation of diluted earnings per share:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Unvested restricted shares
 
49,527

 
59,853

 
49,527

 
59,853

OP Units (1)
 

 
181,841

 
61,280

 
181,841

OPP (LTIP Units)
 
3,013,933

 
3,013,933

 
3,013,933

 
3,013,933

Total anti-dilutive common share equivalents
 
3,063,460

 
3,255,627

 
3,124,740

 
3,255,627

____________________________________
(1)  
As of September 30, 2016 , OP Units comprised of five original OP Units issued to the Advisor, 27,776 issued at Listing and 575,438 of Class B Units which were converted into OP Units at Listing. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual members and employees of AR Global. On September 2, 2016, 421,378 of OP Units were converted into Common Stock, of which 305,411 and 115,967 are owned by individual members and employees of AR Global and to the Service Provider, respectively. On April 3, 2017, the remaining 181,841 of OP Units were converted into Common Stock.
Conditionally issuable shares relating to the OPP award (See Note 13 Share-Based Compensation ) would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP share equivalents were included in the computation for the three and nine months ended September 30, 2017 and 2016 because no units or shares would have been issued based on the stock price at September 30, 2017 and 2016 .
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 have not been any events that have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except for as disclosed below.
Election of Christopher J. Masterson as Chief Financial Officer, Secretary and Treasurer
On October 6, 2017, Nicholas Radesca notified the Company's board of directors that he intends to retire and therefore resign from his positions as chief financial officer, secretary and treasurer of the Company, the Advisor and the Property Manager. Mr. Radesca's resignations will be effective on the later of (i) November 15, 2017, and (ii) the day after the Company files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
On October 6, 2017, the Company's board of directors unanimously elected Christopher J. Masterson, currently the chief accounting officer of the Company, as chief financial officer, secretary and treasurer of the Company, effective upon the effectiveness of Mr. Radesca's resignation. Mr. Masterson has also been appointed as chief financial officer, secretary and treasurer of the Advisor and the Property Manager, effective upon the effectiveness of Mr. Radesca's resignation.
Issuance of Preferred Stock
On October 11, 2017, the underwriters exercised an option under the Underwriting Agreement to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company. See Note 9 Stockholders' Equity for additional details on the Series A Preferred Stock.

40

GLOBAL NET LEASE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)

CMBS Loan Agreement
On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Loan Agreement provides for a $187.0 million loan (the “Loan”) with a fixed interest rate of 4.369% and a maturity date of November 6, 2027. The Loan requires monthly interest-only payments, with the principal balance due on the maturity date. The Loan is secured by, among other things, the Borrowers’ interests in 12 single tenant net leased office and industrial properties in nine states totaling approximately 2.6 million square feet (the “Mortgaged Properties”). The Loan Agreement permits the Lenders to consummate one or more private or public securitizations of rated single- or multi-class securities secured by or evidencing ownership interests in all or any portion of the Loan or a pool of assets that include the Loan.
At the closing of the Loan, the net proceeds after accrued interest and closing costs (including $2.2 million in taxes and other charges and expenses related to the Mortgaged Properties) were used to repay approximately $120.0 million of indebtedness that was outstanding under the Revolving Credit Facility, with the balance available to the Company to be used for general corporate purposes, including to make future acquisitions.
Amendment to Existing Property Management and Leasing Agreement and Entry into New Property Management and Leasing Agreement
On October 27, 2017, in connection with the Loan, 11 of the Borrowers entered into a new Property Management and Leasing Agreement (the “New PMA”) with the Property Manager with respect to 11 of the Mortgaged Properties, all of which are stand alone, single tenant net leased properties which are not part of a shopping center. With respect to these properties, the terms of the New PMA are identical to the terms of the existing Property Management and Leasing Agreement, dated as of April 20, 2012 (the “PMA”), among the Company, the OP and the Property Manager, except that the Property Manager is not entitled to any rent-up or oversight fees it would have been entitled to under the PMA.
On October 27, 2017, concurrently with entering into the New PMA, the Company and the OP entered into an amendment to the PMA pursuant to which any of the Company’s properties that are subject to a separate property management agreement with the Property Manager (including the properties subject to the New PMA) are no longer subject to the PMA.
Acquisitions
From October 1, 2017 to November 6, 2017, the Company acquired four properties with an aggregate base purchase price of $18.1 million , excluding acquisition related costs.

41

Table of Contents

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 unaudited consolidated financial statements of Global Net Lease, Inc. and the notes thereto. As used herein, the terms "Company," "we," "our" and "us" refer to Global Net Lease, Inc., a Maryland corporation, including, as required by context, Global Net Lease Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and its subsidiaries. The Company is externally managed by Global Net Lease Advisors, LLC (the "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 the Company 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.
The following are 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:
All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in the Advisor and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital LLC, "AR Global"). As a result, our executive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor's compensation arrangements with us and other investment programs advised by AR Global affiliates and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions.
Because investment opportunities that are suitable for us may also be suitable for other investment programs advised by affiliates of AR Global, the Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and these conflicts may not be resolved in our favor.
The anticipated benefits from the Merger (as defined below) may not be realized or may take longer to realize than expected.
We are obligated to pay fees which may be substantial to the Advisor and its affiliates.
We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants.
Increases in interest rates could increase the amount of our debt payments.
We may be unable to raise additional debt or equity financing on attractive terms or at all.
We may be unable to repay, refinance, restructure or extend our indebtedness as it becomes due.
Adverse changes in exchange rates may reduce the value of our properties located outside of the United States ("U.S.").
We may be unable to pay or maintain cash dividends on our 7.25% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”).
Our credit facility may limit our ability to pay dividends to holders of Series A Preferred Stock.
We may be unable to pay cash dividends on our common stock, $0.01 par value per share ("Common Stock") at the current rate, or increase dividends over time.
We may not generate cash flows sufficient to pay dividends to our stockholders, as such, we may be forced to borrow at unfavorable rates or depend on the Advisor to waive reimbursement of certain expenses and fees to fund our operations. There is no assurance that the Advisor will waive reimbursement of expenses or fees.
Any dividends that we pay on our Common Stock or Series A Preferred Stock may exceed cash flow from operations, reducing the amount of capital available to invest in properties and other permitted investments.
We are subject to risks associated with our international investments, including risks associated with compliance with and changes in foreign laws, fluctuations in foreign currency exchange rates and inflation.
We are subject to risks associated with any dislocations or liquidity disruptions that may exist or occur in the credit markets of the U.S. and Europe from time to time.

42


We may fail to continue to qualify as a real estate investment trust for U.S. federal income tax purposes ("REIT"), which would result in higher taxes, may adversely affect operations, and would reduce the trading price of our Common Stock and Series A Preferred Stock and our cash available for dividends.
We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act.
We may be exposed to risks due to a lack of tenant diversity, investment types and geographic diversity.
The revenue derived from, and the market value of, properties located in the United Kingdom and continental Europe may decline as a result of the U.K.'s discussions with respect to exiting the European Union (the “Brexit Process”).
Our ability to refinance or sell properties located in the United Kingdom and continental Europe may be impacted by the economic and political uncertainty in these regions including due to the Brexit Process.
We may be exposed to changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of U.S. or international lending, capital and financing markets, including as a result of the Brexit Process.


43


Overview
We incorporated on July 13, 2011 as a Maryland corporation that elected and qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. On June 2, 2015 (the "Listing Date"), we listed shares of our Common Stock on the New York Stock Exchange ("NYSE") under the symbol "GNL" (the "Listing"). We invest in commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties.
We and American Realty Capital Global Trust II, Inc. ("Global II"), an entity formerly sponsored by an affiliate of AR Capital Global Holdings, LLC, our sponsor (the “Sponsor”), entered into an agreement and plan of merger on August 8, 2016 (the "Merger Agreement"). We and Global II each are, or were, sponsored, directly or indirectly, by the Sponsor. The Sponsor and its affiliates provide or provided asset management services to us and Global II pursuant to advisory agreements. On December 22, 2016 (the "Merger Date"), pursuant to the Merger Agreement, Global II merged with and into Mayflower Acquisition LLC (the "Merger Sub"), a Maryland limited liability company and wholly owned subsidiary of us, at which time the separate existence of Global II ceased and we became the parent of the Merger Sub (the "Merger").
In addition, pursuant to the Merger Agreement, American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (the "Global II OP"), merged with the OP, with the OP being the surviving entity (the "Partnership Merger" and together with the Merger, the "Mergers"). As a result of the Mergers, we acquired the business of Global II, which immediately prior to the effective time of the Merger, owned a portfolio of commercial properties, including single tenant net-leased commercial properties two of which were located in the U.S., three of which were located in the United Kingdom, and 10 of which were located in continental Europe (see Note 3 Merger Transaction ).
As of September 30, 2017 , we owned 313 properties consisting of 22.3 million rentable square feet, which were 99.43% leased, with a weighted average remaining lease term of 9.1 years. Based on original purchase price or acquisition value with respect to properties acquired in the Merger, 50.4% of our properties are located in Europe and 49.6% of our properties are located in the U.S. and the Commonwealth of Puerto Rico. We may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans secured by real estate. As of September 30, 2017 , we did not own any first mortgage loans, mezzanine loans, preferred equity or securitized loans.
Substantially all of our business is conducted through the OP. We have retained the Advisor to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, Property Manager, and Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") are under common control with AR Global, the parent of our Sponsor, and as a result are related parties. These related parties receive compensation and fees for various services provided to us. The Advisor has entered into a service provider agreement with Moor Park Capital Partners LLP (the "Service Provider"), pursuant to which the Service Provider provides, subject to the Advisor's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe.
On February 28, 2017 , we completed a reverse stock split of our Common Stock, OP Units and LTIP Units, at a ratio of 1 -for- 3 (the “Reverse Stock Split”). No OP Units were issued in connection with the Reverse Stock Split and we repurchased any fractional shares of Common Stock resulting from the Reverse Stock Split for cash. No payments were made in respect of any fractional OP Units. The Reverse Stock Split was applied to all of our outstanding shares of Common Stock and therefore did not affect any stockholder’s relative ownership percentage. As a result of the Reverse Stock Split, the number of outstanding shares of our Common Stock was reduced from 198.8 million to 66.3 million .
Effective May 24, 2017, following approval by the Company's board of directors, the Company filed an amendment to the Company’s charter with the Maryland State Department of Assessments and Taxation, to decrease the total number of shares that the Company has authority to issue from 350.0 million to 116.7 million shares, of which (i) 100.0 million is designated as Common Stock, $0.01 par value per share; and (ii) 16.7 million is designated as preferred stock, $0.01 par value per share.
All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect this Reverse Stock Split.

44


On September 7, 2017 , we entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters listed on Schedule I thereto pursuant to which we agreed to issue and sell 4,000,000 shares of Series A Preferred Stock, in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. Pursuant to the Underwriting Agreement, we also granted the underwriters a 30 -day option to purchase up to an additional 600,000 shares of Series A Preferred Stock. On September 12, 2017, we completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by us. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and we sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by us.
We entered into an Equity Distribution Agreement with UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA Inc., FBR Capital Markets & Co. and KeyBanc Capital Markets, Inc. (together, the “Agents”) to sell shares of our Common Stock, to raise aggregate sales proceeds of $175.0 million , from time to time,pursuant to an “at the market” equity offering program (the “ATM Program”). Common Stock issued under the ATM Program is registered pursuant to our shelf registration statement on Form S-3 (Registration No. 333-214579 ). During the nine months ended September 30, 2017 , we sold 0.8 million shares of Common Stock through the ATM Program for net sales proceeds of $18.5 million .
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Revenue Recognition
Our revenues, which are derived primarily from rental income, 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. Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. 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 is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates. When we acquire a property, the acquisition date is considered to be the commencement date of purposes of this calculation.
We continually review receivables related to rent and unbilled rent receivables and determine 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. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations.
Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.
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. 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 the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
We evaluate the inputs, processes and outputs of each 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.

45


In business combinations, as well as asset acquisitions, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, 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 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.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on our 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 September 30, 2017 and 2016 . Properties that are intended to be sold are 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. Properties are no longer depreciated when they are classified as held for sale. As of September 30, 2017 and December 31, 2016 , we did not have any properties designated as held for sale.
We evaluate acquired leases and new leases on acquired properties based on capital lease criteria. A lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. This situation is generally considered to be met if, among other things, the non-cancelable lease term is more than 75% of the useful life of the asset or if the present value of the minimum lease payments equals 90% or more of the leased property’s fair value at lease inception.
Impairment of Long Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Purchase Price Allocation
We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable.
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, we include 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 12 to 18 months . We also estimate 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 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. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue 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.

46


The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.
The value of customer relationship intangibles is amortized to expense over the initial term 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.
In making estimates of fair values for purposes of allocating purchase price, we utilize 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. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
As more fully discussed in Note 3 Merger Transaction to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q, the Merger was accounted for under the acquisition method for business combinations with the Company as the accounting acquirer.
Derivative Instruments
We use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. Our foreign operations expose us to fluctuations in foreign interest rates and exchange rates. These fluctuations may impact the value of our cash receipts and payments in our functional currency, the U.S. dollar ("USD"). We enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of our functional currency.
We record all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If we elect not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.
Multi-Year Outperformance Agreement
Concurrent with the Listing, we entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor. We record equity based compensation expense associated with the awards over the requisite service period of five years on a graded basis. The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance.
Recently Issued Accounting Pronouncements (Pending Adoption)
See Note 2  —  Summary of Significant Accounting Policies for Recently Issued Accounting Pronouncements to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

47


Properties
We acquire and operate a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net leases. All such properties may be acquired and operated by us alone or jointly with another party. Our portfolio of real estate properties was comprised of the following properties as of September 30, 2017 :
Portfolio
 
Acquisition Date
 
Country
 
Number of Properties
 
Square Feet
 
Average Remaining Lease Term (1)
McDonald's
 
Oct. 2012
 
UK
 
1
 
9,094

 
6.5
Wickes Building Supplies I
 
May 2013
 
UK
 
1
 
29,679

 
7.0
Everything Everywhere
 
Jun. 2013
 
UK
 
1
 
64,832

 
9.8
Thames Water
 
Jul. 2013
 
UK
 
1
 
78,650

 
4.9
Wickes Building Supplies II
 
Jul. 2013
 
UK
 
1
 
28,758

 
9.2
PPD Global Labs
 
Aug. 2013
 
US
 
1
 
76,820

 
7.2
Northern Rock
 
Sep. 2013
 
UK
 
2
 
86,290

 
5.9
Wickes Building Supplies III
 
Nov. 2013
 
UK
 
1
 
28,465

 
11.2
Con-way Freight
 
Nov. 2013
 
US
 
7
 
105,090

 
6.2
Wolverine
 
Dec. 2013
 
US
 
1
 
468,635

 
5.3
Western Digital
 
Dec. 2013
 
US
 
1
 
286,330

 
3.2
Encanto
 
Dec. 2013
 
PR
 
18
 
65,262

 
7.8
Rheinmetall
 
Jan. 2014
 
GER
 
1
 
320,102

 
6.3
GE Aviation
 
Jan. 2014
 
US
 
1
 
369,000

 
8.3
Provident Financial
 
Feb. 2014
 
UK
 
1
 
117,003

 
18.1
Crown Crest
 
Feb. 2014
 
UK
 
1
 
805,530

 
21.4
Trane
 
Feb. 2014
 
US
 
1
 
25,000

 
6.2
Aviva
 
Mar. 2014
 
UK
 
1
 
131,614

 
11.7
DFS Trading I
 
Mar. 2014
 
UK
 
5
 
240,230

 
12.5
GSA I
 
Mar. 2014
 
US
 
1
 
135,373

 
4.9
National Oilwell Varco I
 
Mar. 2014
 
US
 
1
 
24,450

 
5.8
Talk Talk
 
Apr. 2014
 
UK
 
1
 
48,415

 
7.5
OBI DIY
 
Apr. 2014
 
GER
 
1
 
143,633

 
6.3
GSA II
 
Apr. 2014
 
US
 
2
 
24,957

 
5.4
DFS Trading II
 
Apr. 2014
 
UK
 
2
 
39,331

 
12.5
GSA III
 
Apr. 2014
 
US
 
2
 
28,364

 
7.6
GSA IV
 
May 2014
 
US
 
1
 
33,000

 
7.8
Indiana Department of Revenue
 
May 2014
 
US
 
1
 
98,542

 
5.3
National Oilwell Varco II
 
May 2014
 
US
 
1
 
23,475

 
12.4
Nissan
 
May 2014
 
US
 
1
 
462,155

 
11.0
GSA V
 
Jun. 2014
 
US
 
1
 
26,533

 
5.5
Lippert Components
 
Jun. 2014
 
US
 
1
 
539,137

 
8.9
Select Energy Services I
 
Jun. 2014
 
US
 
3
 
135,877

 
9.1
Bell Supply Co I
 
Jun. 2014
 
US
 
6
 
79,829

 
11.3
Axon Energy Products (7)
 
Jun. 2014
 
US
 
3
 
213,634

 
6.9
Lhoist
 
Jun. 2014
 
US
 
1
 
22,500

 
5.3
GE Oil & Gas
 
Jun. 2014
 
US
 
2
 
69,846

 
6.0
Select Energy Services II
 
Jun. 2014
 
US
 
4
 
143,417

 
9.1
Bell Supply Co II
 
Jun. 2014
 
US
 
2
 
19,136

 
11.3
Superior Energy Services
 
Jun. 2014
 
US
 
2
 
42,470

 
6.5
Amcor Packaging
 
Jun. 2014
 
UK
 
7
 
294,580

 
7.2
GSA VI
 
Jun. 2014
 
US
 
1
 
6,921

 
6.5
Nimble Storage
 
Jun. 2014
 
US
 
1
 
164,608

 
4.1
FedEx -3-Pack
 
Jul. 2014
 
US
 
3
 
338,862

 
4.8
Sandoz, Inc.
 
Jul. 2014
 
US
 
1
 
154,101

 
8.8
Wyndham
 
Jul. 2014
 
US
 
1
 
31,881

 
7.6

48


Portfolio
 
Acquisition Date
 
Country
 
Number of Properties
 
Square Feet
 
Average Remaining Lease Term (1)
Valassis
 
Jul. 2014
 
US
 
1
 
100,597

 
5.6
GSA VII
 
Jul. 2014
 
US
 
1
 
25,603

 
7.1
AT&T Services
 
Jul. 2014
 
US
 
1
 
401,516

 
8.8
PNC - 2-Pack
 
Jul. 2014
 
US
 
2
 
210,256

 
11.8
Fujitisu
 
Jul. 2014
 
UK
 
3
 
162,888

 
12.5
Continental Tire
 
Jul. 2014
 
US
 
1
 
90,994

 
4.8
Achmea
 
Jul. 2014
 
NETH
 
2
 
190,252

 
6.3
BP Oil
 
Aug. 2014
 
UK
 
1
 
2,650

 
8.1
Malthurst
 
Aug. 2014
 
UK
 
2
 
3,784

 
8.1
HBOS
 
Aug. 2014
 
UK
 
3
 
36,071

 
7.8
Thermo Fisher
 
Aug. 2014
 
US
 
1
 
114,700

 
6.9
Black & Decker
 
Aug. 2014
 
US
 
1
 
71,259

 
4.3
Capgemini
 
Aug. 2014
 
UK
 
1
 
90,475

 
5.5
Merck & Co.
 
Aug. 2014
 
US
 
1
 
146,366

 
7.9
Dollar Tree - 65-Pack (2)(3)
 
Aug. 2014
 
US
 
58
 
485,992

 
11.9
GSA VIII
 
Aug. 2014
 
US
 
1
 
23,969

 
6.9
Waste Management
 
Sep. 2014
 
US
 
1
 
84,119

 
5.3
Intier Automotive Interiors
 
Sep. 2014
 
UK
 
1
 
152,711

 
6.6
HP Enterprise Services
 
Sep. 2014
 
UK
 
1
 
99,444

 
8.5
Shaw Aero Devices, Inc.
 
Sep. 2014
 
US
 
1
 
130,581

 
5.0
FedEx II
 
Sep. 2014
 
US
 
1
 
11,501

 
6.5
Dollar General - 39-Pack (4)
 
Sep. 2014
 
US
 
21
 
199,946

 
10.5
FedEx III
 
Sep. 2014
 
US
 
2
 
221,260

 
6.8
Mallinkrodt Pharmaceuticals
 
Sep. 2014
 
US
 
1
 
89,900

 
6.9
Kuka
 
Sep. 2014
 
US
 
1
 
200,000

 
6.8
CHE Trinity
 
Sep. 2014
 
US
 
2
 
373,593

 
5.2
FedEx IV
 
Sep. 2014
 
US
 
2
 
255,037

 
5.3
GE Aviation
 
Sep. 2014
 
US
 
1
 
102,000

 
5.3
DNV GL
 
Oct. 2014
 
US
 
1
 
82,000

 
7.4
Bradford & Bingley
 
Oct. 2014
 
UK
 
1
 
120,618

 
12.0
Rexam
 
Oct. 2014
 
GER
 
1
 
175,615

 
7.4
FedEx V
 
Oct. 2014
 
US
 
1
 
76,035

 
6.8
C&J Energy (5)
 
Oct. 2014
 
US
 
1
 
96,803

 
6.1
Dollar Tree II (2)
 
Oct. 2014
 
US
 
34
 
282,730

 
12.0
Panasonic
 
Oct. 2014
 
US
 
1
 
48,497

 
10.8
Onguard
 
Oct. 2014
 
US
 
1
 
120,000

 
6.3
Metro Tonic
 
Oct. 2014
 
GER
 
1
 
636,066

 
8.0
Axon Energy Products
 
Oct. 2014
 
US
 
1
 
26,400

 
7.1
Tokmanni
 
Nov. 2014
 
FIN
 
1
 
800,834

 
15.9
Fife Council
 
Nov. 2014
 
UK
 
1
 
37,331

 
6.4
Dollar Tree III (2)
 
Nov. 2014
 
US
 
2
 
16,442

 
11.9
GSA IX
 
Nov. 2014
 
US
 
1
 
28,300

 
4.6
KPN BV
 
Nov. 2014
 
NETH
 
1
 
133,053

 
9.3
RWE AG
 
Nov. 2014
 
GER
 
3
 
594,415

 
7.2
Follett School
 
Dec. 2014
 
US
 
1
 
486,868

 
7.3
Quest Diagnostics
 
Dec. 2014
 
US
 
1
 
223,894

 
6.9
Diebold
 
Dec. 2014
 
US
 
1
 
158,330

 
4.3
Weatherford Intl
 
Dec. 2014
 
US
 
1
 
19,855

 
8.1
AM Castle
 
Dec. 2014
 
US
 
1
 
127,600

 
7.1
FedEx VI
 
Dec. 2014
 
US
 
1
 
27,771

 
6.9

49


Portfolio
 
Acquisition Date
 
Country
 
Number of Properties
 
Square Feet
 
Average Remaining Lease Term (1)
Constellium Auto
 
Dec. 2014
 
US
 
1
 
320,680

 
12.2
C&J Energy II (5)
 
Mar. 2015
 
US
 
1
 
125,000

 
6.1
Fedex VII
 
Mar. 2015
 
US
 
1
 
12,018

 
7.0
Fedex VIII
 
Apr. 2015
 
US
 
1
 
25,852

 
7.0
Crown Group I
 
Aug. 2015
 
US
 
3
 
295,974

 
17.8
Crown Group II
 
Aug. 2015
 
US
 
3
 
642,595

 
17.9
Mapes & Sprowl Steel, Ltd.
 
Sep. 2015
 
US
 
1
 
60,798

 
12.3
JIT Steel Services
 
Sep. 2015
 
US
 
2
 
126,983

 
12.3
Beacon Health System, Inc.
 
Sep. 2015
 
US
 
1
 
49,712

 
8.5
Hannibal/Lex JV LLC
 
Sep. 2015
 
US
 
1
 
109,000

 
12.0
FedEx Ground
 
Sep. 2015
 
US
 
1
 
91,029

 
7.8
Office Depot
 
Sep. 2015
 
NETH
 
1
 
206,331

 
11.4
Finnair
 
Sep. 2015
 
FIN
 
4
 
656,275

 
6.9
Auchan (6)
 
Dec. 2016
 
FR
 
1
 
152,235

 
5.9
Pole Emploi (6)
 
Dec. 2016
 
FR
 
1
 
41,452

 
5.8
Veolia Water (6)
 
Dec. 2016
 
US
 
1
 
70,000

 
8.3
Sagemcom (6)
 
Dec. 2016
 
FR
 
1
 
265,309

 
6.3
NCR Dundee  (6)
 
Dec. 2016
 
UK
 
1
 
132,182

 
9.1
FedEx Freight  (6)
 
Dec. 2016
 
US
 
1
 
68,960

 
6.3
DB Luxembourg  (6)
 
Dec. 2016
 
LUX
 
1
 
156,098

 
6.2
ING Amsterdam  (6)
 
Dec. 2016
 
NETH
 
1
 
509,369

 
7.8
Worldline  (6)
 
Dec. 2016
 
FR
 
1
 
111,338

 
6.3
Foster Wheeler  (6)
 
Dec. 2016
 
UK
 
1
 
365,832

 
6.8
ID Logistics I  (6)
 
Dec. 2016
 
GER
 
1
 
308,579

 
7.1
ID Logistics II  (6)
 
Dec. 2016
 
FR
 
2
 
964,489

 
7.2
Harper Collins  (6)
 
Dec. 2016
 
UK
 
1
 
873,119

 
7.9
DCNS  (6)
 
Dec. 2016
 
FR
 
1
 
96,995

 
7.0
Cott Beverages Inc
 
Feb. 2017
 
US
 
1
 
170,000

 
9.3
FedEx Ground - 2 Pack
 
Mar. 2017
 
US
 
2
 
157,660

 
9.0
Bridgestone Tire
 
Sep. 2017
 
US
 
1
 
48,300

 
9.8
Total
 
 
 
 
 
313
 
22,292,496

 
9.1
_____________________________________
(1)  
If the portfolio has multiple properties with varying lease expirations, average remaining lease term is calculated on a weighted-average basis. Weighted average remaining lease term in years calculated based on total rentable square feet as of September 30, 2017 .
(2)  
On July 6, 2015, the tenant's name was changed from Family Dollar to Dollar Tree.
(3)  
Of the Dollar Tree - 65-Pack properties purchased in August 2014, seven properties were sold on October 13, 2016 and are not included in the table above.
(4)  
Of the Dollar General - 39-Pack properties purchased in September 2014, 18 properties were sold during the year ended December 31, 2016 and are not included in the table above.
(5)  
Lease term modified from March 31, 2026 to October 31, 2023 during the third quarter 2016.
(6)  
Properties acquired as part of the Merger.
(7)  
Of the three properties, one location is vacant while the other two properties remain in use.

Hurricane Damage
During the three and nine months ended September 30, 2017 , properties owned by us in the U.S. with carrying amounts of $171.2 million (including $32.9 million of properties located in Puerto Rico) as of September 30, 2017 were located in areas impacted by Hurricanes Irma, Harvey and Maria. The properties are covered by insurance for both property damage and business interruption, subject to normal deductibles, and the tenants have continued to make regular monthly lease payments. Accordingly, we do not believe that our exposure to loss on our property or operations will be significant.

50


Results of Operations
Comparison of Three Months Ended September 30, 2017 to Three Months Ended September 30, 2016
Rental Income
Rental income was $61.3 million and $50.8 million for the three months ended September 30, 2017 and 2016 , respectively. Our rental income increased compared to 2016 , as a result of the acquisition of 15 properties in connection with the Merger, which resulted in additional rental income of $12.0 million during the three months ended September 30, 2017 , and the acquisition of three properties during the first quarter of 2017 and one property in the third quarter of 2017, which resulted in additional rental income of $1.2 million. These increases were partially offset by the sale of one property during the first quarter of 2017 for an aggregate sale price of $13.0 million , the sale of 34 properties during the last two quarters of 2016 for an aggregate sale price of $110.4 million , which collectively accounted for rental income of $3.9 million during the three months ended September 30, 2016 , and changes in exchange rates.
Operating Expense Reimbursements
Operating expense reimbursements were $3.6 million and $2.5 million for the three months ended September 30, 2017 and 2016 , respectively. Our lease agreements generally require tenants to pay all property operating expenses, in addition to base rent, however some limited property operating expenses may be absorbed by us. Operating expense reimbursements primarily reflect insurance costs and real estate taxes incurred by us and subsequently reimbursed by the tenant. The increase over 2016 is largely driven by operating expense reimbursements for the 15 properties acquired in the Merger and four properties acquired during 2017 . This was partially offset by the impact from the sale of one property during the first quarter of 2017 , sale of 34 properties during the last two quarters of 2016 , and changes in exchange rates.
Property Operating Expenses
Property operating expenses were $7.2 million and $4.2 million for the three months ended September 30, 2017 and 2016 , respectively. These costs primarily relate to insurance costs and real estate taxes on our properties, which are generally reimbursable by our tenants. The main exceptions are GSA properties for which certain expenses are not reimbursable by tenants. Property operating expense also includes provisions for bad debt expense associated with receivables we believe are doubtful of collection. The increase is primarily driven by additional operating expenses related to 15 properties acquired in the Merger in 2016 , most of which are subject to triple net leases, additional property operating expenses incurred for four properties acquired during 2017 , partially offset by the impact of our disposition of one property during the first quarter of 2017 , disposition of 34 properties during the last two quarters of 2016 , bad debt expense, and changes in exchange rates.
During the three months ended September 30, 2017 , we recognized bad debt expense of $0.4 million with respect to receivables related to one of our tenants that vacated its space and ceased making rental payments. This resulted in a decrease in the portfolio's total occupancy from 100.0% as of June 30, 2017 to 99.4% as of September 30, 2017 . Additionally, we incurred non-reimbursable repairs and maintenance expense during the three months ended September 30, 2017 of $0.3 million. As a result of these non-recurring charges, our recovery of property operating expenses decreased from 63.0% during the three months ended June 30, 2017 to 50.0% during the three months ended September 30, 2017 .
Fire Loss
During the second quarter of 2017, we recognized a fire loss of $0.5 million, arising from cleanup costs related to a fire sustained at one of our office properties. During the three months ended September 30, 2017 , we recognized a reduction of the fire loss of $0.3 million resulting from a decrease in the estimate of damages and insurance proceeds received. We expect to be reimbursed for the remaining losses upon settlement of our insurance claim.
Operating Fees to Related Parties
Operating fees paid to related parties were $6.4 million and $4.9 million for the three months ended September 30, 2017 and 2016 , respectively. Operating fees to related parties represent compensation to the Advisor for asset management services as well as property management fees paid to the Service Provider for our European investments. Our Advisory Agreement requires us to pay a Base Management Fee of $18.0 million per annum ( $4.5 million per quarter) and a Variable Base Management Fee, both payable in cash, and Incentive Compensation, payable in cash and shares, if the applicable hurdles are met (see Note 11 Related Party Transactions for details). The increase reflects the payment of the Variable Base Management fee equal to $0.8 million resulting from the issuance of $220.9 million of equity in connection with the Merger, shares of Common Stock issued pursuant to the ATM Program and issuances of Series A Preferred Stock. In addition, our operating fees to related parties increased due to an increase in the property management fees incurred on the acquisition of 15 properties in connection with the the Merger in 2016 , most of which are triple net leases, the acquisition of three properties during the first quarter of 2017 and one property in the third quarter of 2017 , partially offset by our disposition of one property during the first quarter of 2017 , disposition of 34 properties during the last two quarters of 2016 , and changes in exchange rates. No Incentive Compensation was earned for the three months ended September 30, 2017 and 2016 .

51


Our Service Provider and Property Manager are paid fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the three months ended September 30, 2017 and 2016 , property management fees were $1.1 million and $0.9 million , respectively. The Property Manager elected to forgive $0.6 million of the property management fees for the three months ended September 30, 2016 . No property management fees were forgiven during the three months ended September 30, 2017 .
Acquisition and Transaction Related Costs
We recognized $1.1 million of acquisition and transaction costs during the three months ended September 30, 2017 , which primarily consisted of $0.8 million related to novation of our derivative contracts in connection with the replacement of the Prior Credit Facility (as defined below) with the Credit Facility (as defined below) and $0.2 million related to the ATM Program. Acquisition and transaction related expenses for the three months ended September 30, 2016 of $2.5 million were related to the Merger.
General and Administrative Expense
General and administrative expenses were $2.5 million and $1.7 million for the three months ended September 30, 2017 and 2016 , respectively, and primarily consist of board member compensation, directors' and officers' liability insurance, and professional fees including audit and taxation services. The increase for the three months ended September 30, 2017 compared to the three months ended September 30, 2016 is primarily due to the increase in directors and officer's liability insurance premiums, and professional fees.
Equity Based Compensation
Equity based compensation (income) expense was $(0.4) million and $1.3 million for the three months ended September 30, 2017 and 2016 , respectively. Equity based compensation for the three months ended September 30, 2017 related to the accretion of the OPP of $(0.5) million based on changes in the fair value of the OPP offset by the amortization of the restricted shares granted to our independent directors of $0.1 million . Equity based compensation for the three months ended September 30, 2016 related to the amortization of the restricted shares granted to our independent directors of $0.1 million and amortization of the OPP of $1.2 million based on changes in the fair value of the OPP. The decrease in equity based compensation for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 is primarily due to a decrease in the OPP valuation, which resulted from the second year of the performance period under the OPP having ended without any LTIP Units earned, a decrease in our stock price, and our peer groups having generally outperformed us. See Note 13 — Share-Based Compensation for details regarding the OPP.
Depreciation and Amortization
Depreciation and amortization expense was $29.9 million and $23.5 million for the three months ended September 30, 2017 and 2016 , respectively. The increase in 2017 is due to depreciation and amortization expense incurred for the 15 properties acquired in the Merger and four properties acquired during 2017 , partially offset by the lack of depreciation and amortization expense for the 34 properties sold during the last two quarters of 2016 as well as the single property disposition during the first quarter of 2017. Additionally, in connection with the financial difficulties of a tenant, the Company wrote off the tenant related lease intangibles with a carrying amount of $1.8 million , net of accumulated amortization during the three months ended September 30, 2017 .
Interest Expense
Interest expense was $12.5 million and $8.9 million for the three months ended September 30, 2017 and 2016 , respectively. The increase was primarily related to $386.1 million of debt assumed in the Merger, borrowings of $720.9 million based on USD equivalent incurred on July 24, 2017 under a credit agreement that provides for a $500.0 million senior unsecured multi-currency revolving credit facility (the "Revolving Credit Facility") and a €194.6 million ( $225.0 million U.S. Dollar ("USD") equivalent at closing) senior unsecured term loan facility (the “Term Facility” and, together with the Revolving Credit Facility, the “New Credit Facility”). These new borrowings were offset by the full repayment of $56.5 million outstanding under the mezzanine facility assumed in connection with the Merger (the "Mezzanine Facility") on March 30, 2017, the full repayment of $725.7 million outstanding under our prior revolving credit facility (the "Credit Facility") on July 24, 2017 and the repayment of $80.0 million outstanding under the New Credit Facility. Our total consolidated debt increased from $1.2 billion as of September 30, 2016 to $1.4 billion as of September 30, 2017 . The weighted average effective interest rate of our total consolidated debt increased from 2.7% as of September 30, 2016 to 2.8% as of September 30, 2017 .
We view a mix of secured and unsecured financing sources as an efficient and accretive means to acquire properties and manage working capital. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on our refinancing needs and our acquisition activity.

52


Foreign Currency and Interest Rate Impact on Operations
The losses of $3.1 million and gains of $0.4 million on derivative instruments for the three months ended September 30, 2017 and 2016 , respectively, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and was mainly driven by volatility in GBP and EUR.
The losses of $0.1 million and gains of $1.5 million on undesignated foreign currency advances and other hedge ineffectiveness for the three months ended September 30, 2017 and 2016 , respectively, primarily relate to the undesignated excess foreign currency draws over our net investments in the United Kingdom and Europe. Effective on July 24, 2017, in connection with the refinancing of the Prior Credit Facility, the GBP borrowings were substantially reduced, and there was no undesignated excess foreign advances in GBP thereafter. Accordingly, we do not expect charges/gains on excess amounts prospectively.
We own foreign investments, primarily in Europe, and as a result, are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the EUR and GBP , which may affect costs and cash flows in our functional currency. We generally manage foreign currency exchange rate movements by matching our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to currency fluctuations. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our results of operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency. During the three months ended September 30, 2017 , the exchange rates for GBP to USD and EUR to USD increased by 3.0% and 3.4% , respectively.
Income Taxes Expense
We recognize income taxes (expense) benefit for state and local income taxes incurred, if any, including foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit as a result of timing differences in taxes across jurisdictions. Our current income tax expense fluctuates from period to period based primarily on the timing of those taxes. Income taxes expense was $0.8 million and $0.4 million for the three months ended September 30, 2017 and 2016 , respectively. During the three months ended September 30, 2017 , we recognized a deferred tax benefit of $0.7 million . The current income taxes expense that is attributable to the three months ended September 30, 2017 was $1.5 million .
Comparison of Nine Months Ended September 30, 2017 to Nine Months Ended September 30, 2016
Rental Income
Rental income was $180.0 million and $154.0 million for the nine months ended September 30, 2017 and 2016 , respectively. Our rental income increased compared to 2016 , as a result of the acquisition of 15 properties in connection with the Merger, which resulted in additional rental income of 34.4 million during the nine months ended September 30, 2017 , the acquisition of three properties during the first quarter of 2017 and one property in the third quarter of 2017 , which resulted in additional rental income of $2.5 million, and an out-of-period adjustment of $0.5 million for additional rental income and unbilled straight-line rent due to an error in the calculation of straight-line rent for one of the Company's properties acquired during 2014 (see Note 2 — Summary of Significant Accounting Policies for additional information). These increases were partially offset by the sale of one property during the first quarter of 2017 for an aggregate sale price of $13.0 million , the sale of 34 properties during the last two quarters of 2016 for an aggregate sale price of $110.4 million , which collectively accounted for rental income of $11.7 million during the nine months ended September 30, 2016, and changes in exchange rates.
Operating Expense Reimbursements
Operating expense reimbursements were $12.7 million and $7.4 million for the nine months ended September 30, 2017 and 2016 , respectively. Our lease agreements generally require tenants to pay all property operating expenses, in addition to base rent, however some limited property operating expenses may be absorbed by us. Operating expense reimbursements primarily reflect insurance costs and real estate taxes incurred by us and subsequently reimbursed by the tenant. The increase over 2016 is largely driven by operating expense reimbursements for the 15 properties acquired in the Merger and four properties acquired during 2017 . This was partially offset by the impact from the sale of one property during the first quarter of 2017 , sale of 34 properties during the last two quarters of 2016 , and changes in exchange rates.
Property Operating Expenses
Property operating expenses were $22.0 million and $13.4 million for the nine months ended September 30, 2017 and 2016 , respectively. These costs primarily relate to insurance costs and real estate taxes on our properties, which are generally reimbursable by our tenants. The main exceptions are GSA properties for which certain expenses are not reimbursable by tenants. Property operating expense also includes provisions for bad debt expense associated with receivables we believe are doubtful of collection. The increase is primarily driven by additional operating expenses related to 15 properties acquired in the Merger in 2016 , most of which are subject to triple net leases, additional property operating expenses incurred for four properties acquired during 2017 , partially offset by the impact of our disposition of one property during the first quarter of 2017 , disposition of 34 properties during the last two quarters of 2016 , bad debt expense, and changes in exchange rates.

53


During the nine months ended September 30, 2017 , we recognized bad debt expense of $1.0 million with respect to receivables related to one of our tenants that vacated its space and ceased making rental payments. This resulted in a decrease in the portfolio's total occupancy from 100.0% as of June 30, 2017 to 99.4% as of September 30, 2017 .
Fire Loss
During the second quarter of 2017, we recognized a fire loss of $0.5 million, arising from cleanup costs related to a fire sustained at one of our office properties. During the three months ended September 30, 2017 , we recognized a reduction of the fire loss of $0.3 million resulting from a decrease in the estimate of damages as well as insurance proceeds received. As a result, net fire loss recognized during the nine months ended September 30, 2017 was $0.2 million . We expect to be reimbursed for the remaining losses upon settlement of our insurance claim.
Operating Fees to Related Parties
Operating fees to related parties were $17.8 million and $14.6 million for the nine months ended September 30, 2017 and 2016 , respectively. Operating fees to related parties represent compensation to the Advisor for asset management services as well as property management fees paid to the Service Provider for our European investments. Our Advisory Agreement requires us to pay a Base Management Fee of $18.0 million per annum ( $4.5 million per quarter) and a Variable Base Management Fee, both payable in cash, and Incentive Compensation, payable in cash and shares, if the applicable hurdles are met (see Note 11 Related Party Transactions for details). The increase reflects the payment of the Variable Base Management fee equal to $2.1 million resulting from the issuance of $220.9 million of equity in connection with the Merger, shares of Common Stock issued pursuant to the ATM Program and the issuance of Series A Preferred Stock. In addition, our operating fees to related parties increased due to an increase in the property management fees payable due to the acquisition of 15 properties in the Merger in 2016 , most of which are triple net leases, the acquisition of three properties during the first quarter of 2017 and one property in the third quarter of 2017 , partially offset by our disposition of one property during the first quarter of 2017 , disposition of 34 properties during the last two quarters of 2016 , and changes in exchange rates. No Incentive Compensation was earned for the nine months ended September 30, 2017 and 2016 .
Our Service Provider and Property Manager are paid fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the nine months ended September 30, 2017 and 2016 , property management fees were $3.3 million and $2.9 million , respectively. The Property Manager elected to forgive $1.2 million and $1.7 million of the property management fees for the nine months ended September 30, 2017 and 2016 , respectively.
Acquisition and Transaction Related Costs
We recognized $2.3 million of acquisition and transaction costs during the nine months ended September 30, 2017 , which primarily consisted of $0.8 million for third party professional fees related to the Merger, $0.8 million related to novation of our derivative contracts in connection with the replacement of the Prior Credit Facility with the Credit Facility and $0.5 million related to the ATM Program. Our 2017 acquisitions and dispositions to date are considered as asset acquisitions and disposal, therefore any applicable transaction costs were capitalized. Acquisition and transaction related expenses for the nine months ended September 30, 2016 of $2.4 million were related to the Merger.
General and Administrative Expense
General and administrative expenses were $6.3 million and $5.3 million for the nine months ended September 30, 2017 and 2016 , respectively, primarily consist of board member compensation, directors' and officers' liability insurance, and professional fees including audit and taxation services. The increase for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 is primarily due to an increase in directors and officer's liability insurance premiums, and professional fees.
Equity Based Compensation
Equity based compensation (income) expense was $(2.6) million and $2.4 million for the nine months ended September 30, 2017 and 2016 , respectively. Equity based compensation (income) expense for the nine months ended September 30, 2017 and 2016 related to the (accretion)amortization of the OPP of $(3.2) million and $2.1 million based on changes in the fair value of the OPP offset by the amortization of the restricted shares granted to our independent directors of $0.5 million and $0.3 million , respectively. The decrease in equity based compensation for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 is primarily due to a decrease in the OPP valuation which resulted from the second year of the performance period under the OPP having ended without any LTIP Units earned, a decrease in our stock price, and our peer groups having generally outperformed us. See Note 13 — Share-Based Compensation for details regarding the OPP.

54


Depreciation and Amortization
Depreciation and amortization expense was $84.5 million and $71.1 million for the nine months ended September 30, 2017 and 2016 , respectively. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over the estimated useful lives. The increase in 2017 is due to depreciation and amortization expense incurred for the 15 properties acquired in the Merger and four properties acquired during 2017 , partially offset by the lack of depreciation and amortization expense for the 34 properties sold during the last two quarters of 2016 as well as the single property disposition during the first quarter of 2017 . Additionally, in connection with the financial difficulties of a tenant, the Company wrote off the tenant related lease intangibles with a carrying amount of $1.8 million , net of accumulated amortization during the nine months ended September 30, 2017 .
Interest Expense
Interest expense was $35.6 million and $30.1 million for the nine months ended September 30, 2017 and 2016 , respectively. The increase was primarily related to $386.1 million of debt assumed in the Merger, borrowings of $720.9 million based on USD equivalent at closing incurred on July 24, 2017 under the New Credit Facility. These new borrowings were offset by the full repayment of $56.5 million outstanding under the Mezzanine Facility on March 30, 2017, the full repayment of $725.7 million outstanding under the Prior Credit Facility on July 24, 2017 and the repayment of $80.0 million outstanding under the Credit Facility. The weighted average effective interest rate of our total debt increased from 2.7% as of September 30, 2016 to 2.8% as of September 30, 2017 .
We view a mix of secured and unsecured financing sources as an efficient and accretive means to acquire properties and manage working capital. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on our refinancing needs and our acquisition activity.
Gains on dispositions of real estate investments
Gains on dispositions of real estate investments for the nine months ended September 30, 2017 of $1.1 million related to the disposition of Kulicke & Soffa located in Ft. Washington, Pennsylvania, which resulted in a gain on sale of disposition of $0.4 million , true up for the deferred rent on disposition of one of the Fresenius properties sold in 2016 for $0.1 million, and the reversal of the prior year Gain Fee (see Note 11 Related Party Transactions to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion) of $0.8 million . There were no gains or losses on dispositions during the nine months ended September 30, 2016 .
Foreign Currency and Interest Rate Impact on Operations
The losses of $6.6 million and gains of $3.9 million on derivative instruments for the nine months ended September 30, 2017 and 2016 , respectively, reflect a marked-to-market impact from foreign currency and interest rate derivative instruments used to protect the investment portfolio from currency and interest rate movements, and was mainly driven by volatility in GBP and EUR.
The losses of $3.8 million and gains of $5.6 million on undesignated foreign currency advances and other hedge ineffectiveness for the nine months ended September 30, 2017 and 2016 , respectively, primarily relate to the marked-to-market adjustments on the excess foreign currency draws over our net investments in the United Kingdom and Europe which are not designated as hedges. Effective on July 24, 2017, in connection with the refinancing of the Prior Credit Facility, the GBP borrowings were substantially reduced, and there was no undesignated excess foreign advances in GBP thereafter. Accordingly, we do not expect charges/gains on excess amounts prospectively.
We own foreign investments, primarily in Europe, and as a result, are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the EUR and GBP , which may affect costs and cash flows in our functional currency. We generally manage foreign currency exchange rate movements by matching our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to currency fluctuations. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our results of operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency. During the nine months ended September 30, 2017 , the exchange rates for GBP to USD and EUR to USD increased by 8.6% and 12.3% , respectively
Income Taxes Expense
We recognize income taxes (expense) benefit for state and local income taxes incurred, if any, including foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit as a result of timing differences in taxes across jurisdictions. Our current income tax expense fluctuates from period to period based primarily on the timing of those taxes. Income taxes expense was $2.2 million and $1.4 million for the nine months ended September 30, 2017 , and 2016 , respectively. During the nine months ended September 30, 2017 , we recognized a deferred tax benefit of $0.7 million . The current income taxes expense that is attributable to the nine months ended September 30, 2017 was $2.9 million .

55


Cash Flows for Nine Months Ended September 30, 2017
During the nine months ended September 30, 2017 , net cash provided by operating activities was $102.5 million . The level of cash flows provided by operating activities is driven by, among other things, rental income received, operating fees to related parties paid for asset and property management, and the amount of interest payments on outstanding borrowings. Cash flows used in operating activities during the nine months ended September 30, 2017 reflect net income of $15.1 million adjusted for non-cash items of $79.0 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage premium/discount, amortization of mezzanine discount, amortization of above/below-market lease and ground lease assets and liabilities, bad debt expense, unbilled straight-line rent, and equity based compensation) and working capital items of $1.3 million .
Net cash used in investing activities during the nine months ended September 30, 2017 of $15.3 million is related to proceeds from sale of real estate investments of $12.4 million from the disposition of Kulicke & Soffa , acquisition of four properties with an aggregate base purchase price of $37.1 million , which were funded by cash on hand, capital expenditures of $1.2 million and net proceeds received from settlement of derivatives of $10.6 million .
Net cash used in financing activities of $90.5 million during the nine months ended September 30, 2017 related to borrowings on credit facility of $571.2 million , proceeds from term loan of $225.0 million , proceeds from the issuance of Series A Preferred Stock of $96.3 million , related party notes receivable acquired in the Merger of $5.1 million and proceeds from the issuance of common stock of $18.7 million , offset by repayments on the Prior Credit Facility of $810.8 million , the Mezzanine Facility of $56.5 million , and mortgage notes payable of $21.8 million . Other payments included are dividends to stockholders of $106.6 million and distributions to non-controlling interest holders of $0.6 million and payments of deferred financing costs of $12.5 million .
Cash Flows for the Nine Months Ended September 30, 2016
During the nine months ended September 30, 2016 , net cash provided by operating activities was $90.0 million . The level of cash flows provided by operating activities is driven by rental income received, asset and property management fees, and the amount of interest payments on outstanding borrowings. Cash flows used in operating activities during the nine months ended September 30, 2016 reflect a net income of $31.5 million adjusted for non-cash items of $70.9 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage premium, amortization of above/below-market lease and ground lease assets and liabilities, unbilled straight-line rent, and equity based compensation) and working capital items of $6.5 million .
Net cash used in investing activities during the nine months ended September 30, 2016 of $13.2 million .
Net cash used in financing activities of $120.9 million during the nine months ended September 30, 2016 related to net advances from related parties of $0.4 million , partially offset by repayments on credit facility of $42.1 million , mortgage notes payable of $0.6 million . Other payments included dividends to stockholders of $90.1 million and distributions to non-controlling interest holders of $1.7 million .
Liquidity and Capital Resources
As of September 30, 2017 , we had cash and cash equivalents of $71.3 million . Principal future demands on cash and cash equivalents will include the purchase of additional properties or other investments in accordance with our investment strategy, payment of related acquisition costs, improvement costs, the payment of our operating and administrative expenses, continuing debt service obligations and dividends to holders of our Common Stock and Series A Preferred Stock. Management expects that operating income from our properties should be sufficient to cover operating expenses and the payment of our monthly dividend to our common stockholders and the quarterly dividend payable to holders of our Series A Preferred Stock, but in certain periods we may need to fund from cash on hand.
Generally, we fund our acquisitions through a combination of cash and cash equivalents and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness (see Note 6  — Mortgage Notes Payable to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion. During the three months ended September 30, 2017 , we acquired one property for a contract purchase price of $6.8 million . During October and November 2017, we acquired four additional properties for an aggregate contract purchase price of $18.1 million . These acquisitions were funded using available cash on hand, and are not encumbered by any indebtedness. We also have entered into definitive agreements to acquire an additional three properties for an aggregate contract purchase price of approximately $45.0 million . We anticipate using available cash on hand, as well as proceeds from our Revolving Credit Facility, to pay the consideration required to complete these acquisitions. These acquisitions are subject to conditions, and there can be no assurance they will be completed on their current terms, or at all. Other potential future sources of capital include net proceeds received from our ATM Program, proceeds from secured or unsecured financings from banks or other lenders, proceeds from future offerings of debt or equity securities (including preferred equity securities), proceeds from the sale of properties and undistributed funds from operations, if any.

56


On September 12, 2017, we completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by us. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and we sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by us.
During the three months ended September 30, 2017 , we sold 9,303 shares of Common Stock through the ATM Program and collected net proceeds of $0.2 million . We paid fees of approximately $2,000 to the Agents with respect to sales of shares of Common Stock sold pursuant to the ATM Program.
The Company had $616.6 million (including £177.2 million and €258.9 million ) and $722.1 million (including  £160.2 million  and  €255.7 million ) outstanding under the Prior Credit Facility as of December 31, 2016 and June 30, 2017. On July 24, 2017, we terminated the Prior Credit Facility and repaid the outstanding balance of $725.8 million (including €255.7 million , £160.2 million and $221.6 million ) of which $720.9 million was repaid with proceeds from the Credit Facility and $4.9 million from cash on hand.
On July 24, 2017, we entered into the Credit Facility, providing for a $500.0 million Revolving Credit Facility and a €194.6 million ( $225.0 million USD equivalent at closing) Term Facility. The aggregate total commitments under the Credit Facility are $725.0 million based on USD equivalents. Upon our request, subject in all respects to the consent of the lenders in their sole discretion, these aggregate total commitments may be increased up to an aggregate additional amount of $225.0 million , allocated to either or among both portions of the Credit Facility, with total commitments under the Credit Facility not to exceed $950.0 million .
At the closing of the Credit Facility, we, through the OP, borrowed $720.9 million based on USD equivalent at closing (including €194.6 million under the Term Facility, and $409.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility). On September 18, 2017, we repaid $80.0 million denominated in USD outstanding under the Revolving Credit Facility using proceeds from the issuance of Series A Preferred Stock. As of September 30, 2017 , we had $648.0 million (including €194.6 million under the Term Facility and $329.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility) outstanding under the Credit Facility with a weighted average effective interest rate per annum of 2.70% .
The Revolving Credit Facility is interest-only and matures on July 24, 2021, subject to one one -year extension at our option. The Term Facility is interest-only and matures on July 24, 2022.
The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by the Company and compliance with various ratios related to those assets. As of September 30, 2017 , $82.0 million was available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at our option, be denominated in USD, EUR, Canadian Dollars, GBP or Swiss Francs. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed.
As of September 30, 2017 , our total consolidated debt included borrowings under our New Credit Facility and secured mortgage financings, which had a total carrying value of $1.4 billion and a total estimated fair value of $1.4 billion and a weighted average effective interest rate per annum of 2.8% .
In connection with the replacement of the Prior Credit Facility with the Credit Facility, and the change in borrowings by currency resulting therefrom, we terminated £160.3 million notional GBP-LIBOR interest rate swap and entered into a new $150.0 million notional five year USD-LIBOR interest rate swap. Additionally, we novated our existing €224.4 million notional Euribor interest rate swap from our existing counterparty to a new counterparty.
On March 30, 2017, we repaid in full the outstanding balance under the Mezzanine Facility of $56.5 million or €52.7 million (See Note 5 — Credit Borrowings to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion of the terms and conditions of the facilities.
As of September 30, 2017 , we had secured gross mortgage notes payable net of mortgage discount of $796.8 million and outstanding advances under the New Credit Facility of $648.0 million . Our debt leverage ratio was 38.9% (total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of September 30, 2017 . See Note 7  —  Fair Value of Financial Instruments to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for fair value of such debt as of September 30, 2017 .

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On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Loan Agreement provides for a $187.0 million loan (the “Loan”) with a fixed interest rate of 4.369% and a maturity date of November 6, 2027. The Loan requires monthly interest-only payments, with the principal balance due on the maturity date. The Loan is secured by, among other things, the Borrowers’ interests in 12 single tenant net leased office and industrial properties in nine states totaling approximately 2.6 million square feet (the “Mortgaged Properties”). The Loan Agreement permits the Lenders to consummate one or more private or public securitizations of rated single- or multi-class securities secured by or evidencing ownership interests in all or any portion of the Loan or a pool of assets that include the Loan.
At the closing of the Loan, the net proceeds after accrued interest and closing costs (including $2.2 million in taxes and other charges and expenses related to the Mortgaged Properties) were used to repay approximately $120.0 million of indebtedness that was outstanding under the Revolving Credit Facility, with the balance available to the Company to be used for general corporate purposes, including to make future acquisitions. Following this repayment , we had an outstanding balance under the Credit Facility of $209.0 million , £40.0 million and €30.0 million .
As of September 30, 2017 , the weighted average maturity of our indebtedness was 3.1 years . Giving effect to the closing of the Loan and the associated repayment of amounts outstanding under the Revolving Credit Facility, the weighted average maturity of our indebtedness as of September 30, 2017 would have been 3.9 years . We have approximately $79.1 million of mortgage debt that matures between September 30, 2017 and September 30, 2018.
Loan Obligations
Our loan obligations generally require principal and interest amounts to be paid monthly or quarterly with all unpaid principal and interest due at maturity. Our loan agreements (including the Credit Facility) stipulate compliance with specific financial covenants. Our mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017 , we were in breach of a loan to value financial covenant on one mortgage note payable agreement. As of September 30, 2017 , the loan had an outstanding principal balance of $7.4 million .We cured the breach within the required timeframe by paying down £0.8 million of principal on the mortgage subsequent to September 30, 2017 , and the breach did not result in an event of default. We were in compliance with the remaining covenants under our loan agreements (including the Credit Facility) as of September 30, 2017 .
Non-GAAP Financial Measures
This section reports on non-GAAP financial measures, including Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
Funds from Operations, Core Funds from Operations and Adjusted 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 measure known as funds from operations ("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 accounting principles generally accepted in the United States ("GAAP").
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property but including asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT's definition.

58


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, especially if not adequately maintained or repaired and renovated as required by relevant circumstances or as requested or required by lessees for operational purposes in order to maintain the value disclosed. 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. However, FFO, core funds from operations ("Core FFO") and adjusted funds from operations (“AFFO”), as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO, Core FFO and AFFO measures and the adjustments to GAAP in calculating FFO, Core FFO and AFFO. Other REITs may not define FFO in accordance with the current NAREIT definition (as we do) or may interpret the current NAREIT definition differently than we do or calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly titled measures presented by other REITs.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO facilitates comparisons of operating performance between periods and between other REITs in our peer group.
Core FFO is FFO, excluding acquisition and transaction related costs as well as certain other costs that are considered to be non-core, such as fire loss and other costs related to damage at our properties. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the operations derived from the investment. By excluding expensed acquisition and transaction related costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management's analysis of the investing and operating performance of our properties.
We exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our business plan. These items include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments, gains and losses on foreign currency transactions, 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 leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also include the realized gains or losses on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect the current operating performance of the Company. By providing AFFO, we believe we are presenting useful information that can be used to better assess the sustainability of our ongoing operating performance without the impacts of transactions that are not related to the ongoing profitability of our portfolio of properties. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.

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In calculating AFFO, we exclude certain expenses, which under GAAP are characterized as operating expenses in determining operating net income. All paid and accrued merger, acquisition and transaction related fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired will also have negative effects on returns to investors, but are not reflective of our on-going performance. AFFO that excludes such costs and expenses would only be comparable to companies that did not have such activities. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net 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 the operating performance of the Company. 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.
As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

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The table below reflects the items deducted from or added to net income (loss) attributable to stockholders in our calculation of FFO, Core FFO and AFFO for the periods indicated.
 
 
Three Months Ended
 
Nine Months Ended
(In thousands)
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
(1)  
September 30, 2016
Net income attributable to stockholders (in accordance with GAAP)
 
$
2,104

 
$
8,943

 
$
14,733

 
$
31,194

Depreciation and amortization
 
29,879

 
23,482

 
84,490

 
71,050

Losses (gains) on dispositions of real estate investments
 
(275
)
 
(1,320
)
 
(1,089
)
 
(1,320
)
Proportionate share of adjustments for non-controlling interest to arrive at FFO
 

 
(182
)
 
(75
)
 
(683
)
FFO (as defined by NAREIT) attributable to stockholders
 
31,708

 
30,923

 
98,059

 
100,241

Acquisition and transaction fees (2)
 
1,141

 
2,479

 
2,280

 
2,377

Fire loss (3)
 
(305
)
 

 
195

 

Proportionate share of adjustments for non-controlling interest to arrive at Core FFO
 

 
(20
)
 
(2
)
 
(23
)
Core FFO attributable to stockholders
 
32,544

 
33,382

 
100,532

 
102,595

Non-cash equity based compensation
 
(391
)
 
1,293

 
(2,610
)
 
2,407

Non-cash portion of interest expense
 
1,198

 
951

 
3,021

 
5,769

Straight-line rent (1)
 
(2,070
)
 
(2,536
)
 
(8,987
)
 
(8,059
)
Amortization of above- and below- market leases and ground lease assets and liabilities, net
 
489

 
(58
)
 
1,397

 
(69
)
Eliminate unrealized losses (gains) on foreign currency transactions (4)
 
3,598

 
1,606

 
8,501

 
1,068

Unrealized losses (gains) on undesignated foreign currency advances and other hedge ineffectiveness
 
(88
)
 
(1,459
)
 
3,765

 
(5,613
)
Amortization of mortgage premium (discount), net and mezzanine discount
 
261

 
(121
)
 
565

 
(361
)
Deferred tax benefit
 
(693
)
 

 
(693
)
 

Proportionate share of adjustments for non-controlling interest to arrive at AFFO
 

 
3

 
(4
)
 
48

AFFO attributable to stockholders
 
$
34,848

 
$
33,061

 
$
105,487

 
$
97,785

 
 
 
 
 
 
 
 
 
Summary
 
 
 
 
 
 
 
 
FFO (as defined by NAREIT) attributable to stockholders
 
$
31,708

 
$
30,923

 
$
98,059

 
$
100,241

Core FFO attributable to stockholders
 
$
32,544

 
$
33,382

 
$
100,532

 
$
102,595

AFFO attributable to stockholders
 
$
34,848

 
$
33,061

 
$
105,487

 
$
97,785

______________________________
(1)  
Includes an out-of-period adjustment of $0.5 million during the nine months ended September 30, 2017 for additional rental income and unbilled straight-line rent. See Note 2 — Summary of Significant Accounting Policies for additional information.
(2)  
For the three and nine months ended September 30, 2017 , Merger related costs were approximately $41,000 and $0.8 million , respectively. There were no Merger related costs for the three and nine months ended September 30, 2016 .
(3)  
Loss arising from cleanup costs related to a fire sustained at one of our office properties.
(4)  
For the three and nine months ended September 30, 2017 , losses on foreign currency transactions were $3.1 million and $6.6 million , which were comprised of unrealized losses of $3.6 million and $8.5 million , offset by realized gains of $1.6 million and $3.1 million , as well as accelerated reclassification of amounts in other comprehensive income to earnings of $1.1 million and $1.1 million , respectively. For the three and nine months ended September 30, 2016 , gains on foreign currency transactions were $3.8 million and $3.4 million , which were comprised of unrealized gains of $1.6 million and $1.1 million and realized gains of $1.5 million and $2.9 million . For AFFO purposes, we add back unrealized (gains) losses.
Dividends
We pay dividends on the 15th day of each month in an amount equal to $0.1775 per share to common stockholders of record as of close of business on the 8th day of such month.
The amount of dividends payable to our common stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Dividend payments are dependent on the availability of funds. Our board of directors may alter the amount of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. There is no assurance that we will continue to declare dividends at this rate.

61


Dividends on our Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to Series A Preferred Stock holders, which is equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record on the close of business on the record date set by our board of directors, which must be not more than 30 nor fewer than 10 days prior to the applicable payment date.
During the nine months ended September 30, 2017 , dividends paid to common stockholders were $107.2 million , inclusive of $0.6 million of distributions paid to holders of OP Units and LTIP Units. During the nine months ended September 30, 2017 , $102.5 million of cash used to pay dividends was generated from cash flows from operations, $2.3 million from proceeds from sale of real estate investments and $2.4 million from available cash on hand. The first quarterly dividend for the Series A Preferred Stock, declared on September 26, 2017, was paid on October 16, 2017 to holders of record as of the close of business on October 6, 2017 in the aggregate amount of $0.4 million , covering the period from September 12, 2017 to September 30, 2017. We funded this payment using available cash on hand. Using cash on hand to pay dividends reduces cash available for investment in assets and other purposes and reduces our per share stockholder equity.
The following table shows the sources for the payment of dividends to common stockholders for the period indicated:
 
 
Three Months Ended
 
Nine Months Ended September 30, 2017
 
 
March 31, 2017
 
June 30, 2017
 
September 30, 2017
 
(In thousands)
 
 
 
Percentage of Dividends
 
 
 
Percentage of Dividends
 
 
 
Percentage of Dividends
 
 
 
Percentage of Dividends
Dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends to common stockholders
 
$
35,293

 
 
 
$
35,466

 
 
 
$
35,834

 
 
 
$
106,593

 
 
Other (1)
 
255

 
 
 
160

 
 
 
159

 
 
 
574

 
 
Total dividends
 
$
35,548

 
 
 
$
35,626

 
 
 
$
35,993

 
 
 
$
107,167

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source of dividend coverage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows provided by operations
 
$
32,728

 
92.1
%
 
$
36,188

 
101.6
 %
 
$
33,584

 
93.3
%
 
$
102,500

 
95.6
%
Proceeds from sale of real estate investments
 

 
%
 
2,258

 
6.3
 %
 

 
%
 
2,258

 
2.1
%
Available cash on hand
 
2,820

 
7.9
%
 
(2,820
)
 
(7.9
)%
 
2,409

 
6.7
%
 
2,409

 
2.3
%
Total sources of dividend coverage
 
$
35,548

 
100.0
%
 
$
35,626

 
100.0
 %
 
$
35,993

 
100.0
%
 
$
107,167

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows provided by operations (GAAP basis) (2)
 
$
32,728

 
 
 
$
36,188

 
 
 
$
33,584

 
 
 
$
102,500

 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to stockholders (in accordance with GAAP)
 
$
7,429

 
 
 
$
5,200

 
 
 
$
2,104

 
 
 
$
14,733

 
 
______________________________
(1)  
Includes distributions paid of $0.1 million for the OP Units three and nine months ended September 30, 2017 and distributions paid of $0.2 million and $0.5 million to the participating LTIP Units during the three and nine months ended September 30, 2017 .
(2)  
Cash flows provided by operations for the year ended September 30, 2017 reflect acquisition and transaction related expenses of $2.3 million .
Foreign Currency Translation
Our reporting currency is the USD. The functional currency of our foreign investments is the applicable local currency for each foreign location in which we invest. Assets and liabilities in these foreign locations (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. The amounts reported in the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in the consolidated statement of changes in equity.

62


We are exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and hold debt instruments in currencies other than our functional currency, the USD. We use foreign currency derivatives including options, currency forward and cross currency swap agreements to manage our exposure to fluctuations in foreign exchange rates, such as the GBP-USD and EUR-USD exchange rates (see Note 8 Derivatives and Hedging Activities to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion).
Contractual Obligations
The following table presents our estimated future payments under contractual obligations at September 30, 2017 and the effect these obligations are expected to have on our liquidity and cash flow in the specified future periods:
(In thousands) (1)
 
Total
 
Less than 1 Year
 
1-3 Years
 
3-5 Years
 
More than 5 Years
Principal on mortgage notes payable
 
$
798,962

 
$
79,400

 
$
596,754

 
$
122,808

 
$

Interest on mortgage notes payable
 
50,042

 
21,277

 
26,896

 
1,869

 

Principal on Term Facility
 
229,954

 

 

 
229,954

 

Interest on Term Facility
 
23,021

 
4,780

 
9,572

 
8,669

 

Principal on Revolving Credit Facility
 
418,034

 

 

 
418,034

 

Interest on Revolving Credit Facility
 
49,508

 
12,972

 
25,980

 
10,556

 

Operating ground lease rental payments due (2)
 
50,665

 
1,415

 
2,830

 
2,830

 
43,590

Total  (3) (4)
 
$
1,620,186

 
$
119,844

 
$
662,032

 
$
794,720

 
$
43,590

_________________________
(1)  
Amounts in the table above that relate to foreign operations are based on the exchange rate of the local currencies at September 30, 2017 , which consisted primarily of the GBP and EUR, which had exchange rates as of September 30, 2017 of £1.00 to $1.34 and €1.00 to $1.18 , respectively
(2)  
Ground lease rental payments due for ING Amsterdam are not included in the table above as the Company's ground for this property is prepaid through 2050.
(3)  
At September 30, 2017 , we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.
(4)  
Derivative payments are not included in this table due to the uncertainty of the timing and amounts of payments. Additionally, as derivatives can be settled at any point in time, they are generally not considered long-term in nature.
Election as a REIT  
We qualified to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2013. Commencing with such taxable year, we were organized and operate in such a manner as to qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT for U.S. federal income tax purposes. In order to continue to qualify for taxation as a REIT, we must, among other things, distribute annually at least 90% of our REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if we continue to qualify for taxation as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease our earnings and our available cash.
In addition, our international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed 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.
Related-Party Transactions and Agreements
Please see Note 11 — Related Party Transactions to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the various related party transactions, agreements and fees.

63


Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of September 30, 2017 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors other than our future obligations under nonconcealable operating ground leases (see Note 10 Commitments and Contingencies to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q and Item 2 , Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations for details).
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary risks to which we are exposed are interest rate risk and foreign currency exchange risk, and we are also exposed to further market risk as a result of concentrations of tenants in certain industries and/or geographic regions. Adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio, and in our investment decisions we attempt to diversify our portfolio so that we are not overexposed to a particular industry or geographic region.
Generally, we do not use derivative instruments to hedge credit risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures.
Interest Rate Risk
The values of our real estate and related fixed-rate debt obligations are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the fair value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for us. Increases in interest rates may also have an impact on the credit profile of certain tenants.
We are exposed to the impact of interest rate changes primarily through our borrowing activities. We obtained, and may in the future obtain, variable-rate, non-recourse mortgage loans, and as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with lenders. Interest rate swap agreements effectively convert the variable-rate debt service obligations of the loan to a fixed rate, while interest rate cap agreements limit the underlying interest rate from exceeding a specified strike rate. Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flows over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The face amount on which the swaps or caps are based is not exchanged. Our objective in using these derivatives is to limit our exposure to interest rate movements. At September 30, 2017 , we estimated that the total fair value of our interest rate swaps, which are included in Derivatives, at fair value in the consolidated financial statements, was in a net liabilities position of $9.0 million ( Note 7 Fair Value of Financial Instruments ).
As of September 30, 2017 , our total consolidated debt included borrowings under our New Credit Facility and secured mortgage financings, which had a total carrying value of $1.4 billion and a total estimated fair value of $1.4 billion and a weighted average effective interest rate per annum of 2.8% . As of September 30, 2017 , our total consolidated debt under our New Credit Facility and secured mortgage financings included fixed borrowings of $1.1 billion with a weighted average effective interest rate per annum of 2.7% and variable debt of $319 million with a weighted average effective interest rate per annum of 3.1% . At September 30, 2017 , a significant portion (approximately 77.9% ) of our debt either bore interest at fixed rates or were swapped or capped to a fixed rate. The annual interest rates on our fixed-rate debt at September 30, 2017 ranged from 1.0% to 5.3% . The contractual annual interest rates on our variable-rate debt at September 30, 2017 ranged from 2.1% to 3.3% . Our debt obligations are more fully described in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations above.

64


The following table presents future principal cash flows based upon expected maturity dates of our debt obligations outstanding at September 30, 2017 :
(In thousands)
 
Fixed-rate debt (1)(2)
 
Variable-rate debt (1)
 
Total Debt
2017 (remainder)
 
$
1,018

 
$

 
$
1,018

2018
 
80,449

 
52,800

 
133,249

2019
 
289,795

 

 
289,795

2020
 
296,500

 
33,550

 
330,050

2021
 
230,295

 
232,590

 
462,885

2022
 
229,682

 
271

 
229,953

Thereafter
 

 

 

Total
 
$
1,127,739

 
$
319,211

 
$
1,446,950

_________________________
(1)  
Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable.
(2)  
Fixed rate debt includes variable debt that bear interest at margin plus a floating rate which is mostly fixed through our interest rate swap agreements
The estimated fair value of our fixed-rate debt and our variable-rate debt that at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at September 30, 2017 by an aggregate increase of $1.4 million or an aggregate decrease of $1.6 million , respectively.
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at September 30, 2017 would increase or decrease by $3.2 million and $0.7 million , respectively for each respective 1% increase or decrease in annual interest rates.
Foreign Currency Exchange Rate Risk
We own foreign investments, primarily in Europe, and as a result, are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the EUR and GBP which may affect future costs and cash flows in our functional currency. We generally manage foreign currency exchange rate movements by matching our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to currency fluctuations. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our results of operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency.
We have designated all current foreign currency draws as net investment hedges to the extent of our net investment in foreign subsidiaries. To the extent foreign draws in each currency exceed the net investment, we reflect the effects of changes in currency on such excess in earnings. As of September 30, 2017 , the Company had draws of £52.2 million ( $70.0 million based on exchange rates as of September 30, 2017 ) in excess of its net investments ( Note 8 — Derivatives and Hedging Activities).
We enter into foreign currency forward contracts and put options to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of foreign currency at a certain price on a specific date in the future. By entering into forward contracts and holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency put option contract consists of a right, but not the obligation, to sell a specified amount of foreign currency for a specified amount of another currency at a specific date. If the exchange rate of the currency fluctuates favorably beyond the put options’ strike rate at maturity, the option would be considered in-the-money and exercised accordingly. The total estimated fair value of our foreign currency forward contracts and put options, which are included in derivatives, at fair value in the consolidated balance sheets, was in a net liability position of $(1.1) million and a net asset position of $0.1 million , respectively at  September 30, 2017 ( Note 7 — Fair Value of Financial Instruments). We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. To the extent that currency fluctuations increase or decrease rental revenues as translated to USD, the change in debt service, as translated to USD, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates.

65


Scheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases, for our foreign operations as of  September 30, 2017 , during each of the next five calendar years and thereafter, are as follows:
 
 
Future Minimum Base Rent Payments (1)
(In thousands)
 
EUR
 
GBP
 
Total
2017 (remainder)
 
$
17,809

 
$
13,297

 
$
31,106

2018
 
71,451

 
53,234

 
124,685

2019
 
71,794

 
54,458

 
126,252

2020
 
72,161

 
55,910

 
128,071

2021
 
72,522

 
56,582

 
129,104

2022
 
72,898

 
55,979

 
128,877

Thereafter
 
201,798

 
310,037

 
511,835

Total
 
$
580,433

 
$
599,497

 
$
1,179,930

_______________________
(1)  
Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable.
Scheduled debt service payments (principal) for mortgage notes payable for our foreign operations as of  September 30, 2017 , during each of the next five calendar years and thereafter, are as follows:
 
 
Future Debt Service Payments (1) (2)
 
 
Mortgage Notes Payable
(In thousands)
 
EUR
 
GBP
 
Total
2017 (remainder)
 
$

 
$
1,018

 
$
1,018

2018
 

 
80,449

 
80,449

2019
 
188,275

 
101,520

 
289,795

2020
 
179,433

 
117,067

 
296,500

2021
 
17,131

 

 
17,131

2022
 

 

 

Thereafter
 

 

 

Total
 
$
384,839

 
$
300,054

 
$
684,893


66


 
 
Future Debt Service Payments (1) (2)
 
 
New Credit Facility
(In thousands)
 
EUR
 
GBP
 
Total
2017 (remainder)
 
$

 
$

 
$

2018
 

 

 

2019
 

 

 

2020
 

 

 

2021
 
35,444

 
53,590

 
89,034

2022
 
229,954

 

 
229,954

Thereafter
 

 

 

Total
 
$
265,398

 
$
53,590

 
$
318,988

_______________________
(1)  
Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for Euro as of September 30, 2017 for illustrative purposes, as applicable. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.
(2)  
Interest on variable-rate debt not fixed through our interest rate swap agreements was calculated using the applicable annual interest rates and balances outstanding at September 30, 2017 .
We currently anticipate that, by their respective due dates, we will have repaid or refinanced certain of these loans, or extended it, but there can be no assurance that we will be able to refinance these loans on favorable terms, if at all. If refinancing has not occurred, we would expect to use our cash resources, including unused capacity on the Credit Facility, to make these payments, if necessary.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized rental income as of  September 30, 2017 , in certain areas. See Item 2.  Properties in this Quarterly Report on Form 10-Q for further discussion on distribution across countries and industries.
Based on original purchase price or acquisition value for the properties acquired through Merger, the majority of our properties, 50.4% , are located in Europe and 49.6% are located in the U.S. including the Commonwealth of Puerto Rico. Based on our annualized rental income, the majority of our directly owned real estate properties and related loans are located in the U.S. and the Commonwealth of Puerto Rico 48.4% and the remaining are in Finland ( 6.2% ), France ( 5.3% ), Germany ( 8.6% ), Luxembourg ( 2.1% ), The Netherlands ( 7.0% ) and United Kingdom ( 22.4% ) at September 30, 2017 . No individual tenant accounted for more than 10% of our annualized rental income at  September 30, 2017 . Based on annualized rental income, at  September 30, 2017 , our directly owned real estate properties contain significant concentrations in the following asset types: office ( 59.5% ), industrial/distribution ( 30.7% ), and retail ( 9.8% ).

67


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
During the quarter ended September 30, 2017 , there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


68


PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to any material pending legal proceedings.
Item 1A. Risk Factors.
Our potential risks and uncertainties are presented in the section entitled "Risk Factors", contained in the Annual Report on Form 10-K for the year ended December 31, 2016 . There have been no material changes from these risk factors, except for the items described below.
Dividends paid from sources other than our cash flows from operations will result in us having fewer funds available for the acquisition of properties and other real estate-related investments, which may adversely affect our ability to fund future dividends with cash flows from operations and may adversely affect your overall return.
Our cash flows provided by operations were $102.5 million for the nine months ended September 30, 2017 . During the nine months ended September 30, 2017 , the Company paid dividends of $107.2 million to holders of our Common Stock, inclusive of $0.6 million of distributions paid to holders of OP Units and LTIP Units, of which $102.5 million , or 95.6% , was funded from cash flows provided by operations, $2.3 million , or 2.1% , was funded from proceeds from sales of real estate investments and $2.4 million , or 2.1% , was funded from available cash on hand. During October 2017, we paid the initial dividend to holders of our Series A Preferred Stock with respect to the period from September 12, 2017 to September 30, 2017, and we are obligated under the terms of the Series A Preferred Stock to pay dividends to holders of our Series A Preferred Stock in an amount equal to $1.9 million per quarter for each subsequent quarter beginning with the quarter ending December 31, 2017.
We cannot guarantee that we will be able to pay dividends with respect to the Series A Preferred Stock or our Common Stock on a regular basis in the future. Our ability to pay dividends in the future is dependent on our ability to operate profitably and to generate cash flows from our operations. In addition, pursuant to the Credit Facility, beginning with the four consecutive fiscal quarters ending on December 31, 2017, we may not pay distributions, including cash dividends payable with respect to Series A Preferred Stock and our common stock, or redeem or otherwise repurchase shares of our capital stock, including Series A Preferred Stock, in an aggregate amount exceeding 95% of our Adjusted FFO as defined in the Credit Facility (which is different from AFFO as discussed and analyzed in this Quarterly Report on Form 10-Q) for any period of four consecutive fiscal quarters, except in limited circumstances, including that for one fiscal quarter in each calendar year, we may pay cash dividends, make redemptions and make repurchases in an aggregate amount equal to no more than 100% of our Adjusted FFO. The agreements governing our future debt instruments may also include restrictions on our ability to pay dividends. If we do not generate sufficient cash flows from our operations to fund dividends with respect to the Series A Preferred Stock or our Common Stock, we may have to reduce or suspend dividend payments, or pay dividends from other sources, such as from borrowings, the sale of additional securities, advances from our Advisor, or our Advisor's deferral, suspension or waiver of its fees and expense reimbursements. Moreover, our board of directors may change our dividend policy, in its sole discretion, at any time. Any accrued and unpaid dividends payable with respect to the Series A Preferred Stock become part of the liquidation preference thereof.
We are dependent on our Advisor, our Property Manager and the Service Provider to provide us with executive officers, key personnel and all services required for us to conduct our operations and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor.
Personnel and services that we require are provided to us under contracts with our Advisor and our Property Manager, which has retained the Service Provider to provide advisory and property management services with respect to investments in Europe, subject to the Advisor's oversight. We depend on the Advisor, our Property Manager and the Service Provider to manage our operations and acquire and manage our portfolio of real estate assets. The Advisor makes all decisions with respect to the management of our company, subject to the supervision of, and any guidelines established by, our board of directors.
Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our Advisor. Neither the Company nor the Advisor has an employment agreement with any of these key personnel, except for the agreement between Mr. Nelson and the Advisor, and we cannot guarantee that all, or any particular one, will remain affiliated with us or the Advisor. If any of our key personnel were to cease their affiliation with the Advisor, our operating results could suffer. Further, we do not maintain key person life insurance on any person. We believe that our success depends, in large part, upon the ability of the Advisor to hire, retain or contract services of highly skilled managerial, operational and marketing personnel. Competition for skilled personnel is intense, and there can be no assurance that the Advisor will be successful in attracting and retaining skilled personnel. If the Advisor loses or is unable to obtain the services of key personnel, the Advisor's ability to implement our investment strategies could be delayed or hindered, and the value of an investment in the Company's shares may decline.
On March 8, 2017, the creditor trust established in connection with the bankruptcy of RCS Capital Corp. (“RCAP”), which prior to its bankruptcy filing was under common control with the Advisor, filed suit against the Sponsor, the Advisor, advisors of

69

Table of Contents

other entities sponsored by affiliates of AR Global, and AR Global’s principals.  The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there allegations related to the services the Advisor provides to the Company.  The Advisor has informed the Company that it believes the suit is without merit and intends to defend against it vigorously.
Any adverse changes in the financial condition or financial health of, or our relationship with, our Advisor, including any change resulting from an adverse outcome in any litigation, could hinder its ability to successfully manage our operations and our portfolio of investments. Additionally, changes in ownership or management practices, the occurrence of adverse events affecting our Advisor or its affiliates or other companies advised by our Advisor and its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or counterparties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.
Recent Sale of Unregistered Securities
There were no recent sales of unregistered securities.
Purchases of Equity Securities by the Issuer and Related Purchasers
There were no recent repurchases of our equity securities.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Articles Supplementary
On November 2, 2017, the Company’s board of directors, upon recommendation of its nominating and corporate governance committee (which is comprised entirely of independent directors), unanimously approved a resolution electing to be subject to Section 3-803 of the Maryland General Corporation Law (“MGCL”), so that the board of directors will be classified into three classes each initially comprised of no more than two directors. The initial members of each class will be determined by the Company’s board of directors in advance of the Company’s 2018 annual stockholder meeting.  As a result of the change, approximately one-third of the board of directors will be elected at each annual meeting of the Company’s stockholders for three year terms and until their successors are duly elected and qualify.  On November 6, 2017, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland to implement this change (the "Articles Supplementary").  The Articles Supplementary were effective upon the acceptance for record of the filing.
The number of directors in each class may be changed from time to time by the board of directors to reflect an increase or decrease in the total number of directors so that each class, to the extent possible, will have the same number of directors.
The decision by the Company’s board of directors to adopt a classified board was not taken in response to any known takeover attempt or threat, but rather because the Company’s board of directors, in considering various arguments for and against having a classified board, believed it is in the best interest of the Company to promote its operating stability and the implementation of the Company’s long-term business strategy.
The foregoing description of the Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as an exhibit to this Quarterly Report on Form 10-Q.
Indemnification Agreement
On November 2, 2017, in connection with the election of Christopher J. Masterson as our chief financial officer, secretary and treasurer, effective upon the resignation of Nicholas Radesca from the same role, we entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Masterson in the same form as the indemnification agreements we have entered into with our other directors and officers. Under the Indemnification Agreement, Mr. Masterson will be indemnified by us to the maximum extent permitted by Maryland law for certain liabilities and will be advanced certain expenses that have been incurred as a result of actions brought, or threatened to be brought, against him as our officer as a result of his service, subject to the limitations set forth in the Indemnification Agreement. The Indemnification Agreement will become effective on November 15, 2017, the date Mr. Radesca’s resignation will become effective.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is filed as an exhibit to this Quarterly Report on Form 10-Q.

70

Table of Contents

Item 6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

71

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.
 
Global Net Lease, Inc.
 
By:
/s/ James L. Nelson
 
 
James L. Nelson
 
 
Chief Executive Officer and President
(Principal Executive Officer)
 
 
 
 
By:
/s/ Nicholas Radesca
 
 
Nicholas Radesca
 
 
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial Officer and Principal Accounting Officer)

Dated: November 6, 2017

72

EXHIBITS INDEX



The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.
 
Description
1.1   (3)
 
Underwriting Agreement, dated September 7, 2017, by and among Global Net Lease, Inc., Global Net Lease Operating Partnership, L.P. and the Underwriters listed on Schedule I attached thereto, for whom BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated acted as representatives
3.1   (2)
 
Articles Supplementary designating 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share.
 
Articles Supplementary relating to election to be subject to Section 3-803 of the MGCL
10.1   (1)
 
Credit Agreement, dated as of July 24, 2017, by and among the Global Net Lease Operating Partnership, L.P., as borrower, the lenders party thereto and KeyBank National as agent.

10.2   (1)
 
Unconditional Guaranty of Payment and Performance, dated as of July 24, 2017, by the Company, ARC Global Holdco, LLC, Global II Holdco, LLC and the other subsidiary parties thereto for the benefit of KeyBank National Association and the other lender parties thereto.

10.3   (1)
 
Contribution Agreement, dated as of July 24, 2017, by and among the Company, Global Net Lease Operating Partnership, L.P., ARC Global Holdco, LLC, ARC Global II Holdco, LLC, and the other subsidiary parties thereto.

10.4   (3)
 
Second Amendment, dated September 11, 2017, to the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., dated June 2, 2015.
 
Loan Agreement, dated as of October 27, 2017, by and among the wholly owned subsidiaries of Global Net Lease Operating Partnership, L.P. listed on Schedule I attached thereto, as borrower, and Column Financial, Inc. and Citi Real Estate Funding, Inc., as lender.

 
Guaranty Agreement, dated as of October 27, 2017, by Global Net Lease Operating Partnership, L.P. for the benefit of Column Financial, Inc. and Citi Real Estate Funding, Inc.

 
Environmental Indemnity Agreement, dated as of October 27, 2017, by Global Net Lease Operating Partnership, L.P. and the wholly owned subsidiaries of Global Net Lease Operating Partnership, L.P. listed on Schedule I attached thereto, in favor of Column Financial, Inc. and Citi Real Estate Funding, Inc.

 
Property Management and Leasing Agreement, dated as of October 27, 2017, among the entities listed on Exhibit A attached thereto and Global Net Lease Properties, LLC.

 
First Amendment, dated October 27, 2017, to the Property Management and Leasing Agreement, dated as of April 20, 2012, among the Company, Global Net Lease Operating Partnership, L.P. and Global Net Lease Properties, LLC.

 
Indemnification Agreement between the Company and Christopher J. Masterson, dated as of November 2, 2017.

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 *
 
XBRL (eXtensible Business Reporting Language). The following materials from Global Net Lease, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2017 and 2016, (iv) the Consolidated Statement of Changes in Equity for the nine months ended September 30, 2017, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (vi) the Notes to the Consolidated Financial Statements.
_________________________________________
*
Filed herewith
(1)
Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 24, 2017.
(2)
Filed as an exhibit to our Registration Statement on Form 8-A filed with the SEC on September 8, 2017.
(3)
Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 11, 2017.

73
Exhibit 3.2

GLOBAL NET LEASE, INC.
ARTICLES SUPPLEMENTARY

Global Net Lease, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland, that:
FIRST: Under a power contained in Section 3-802(b) of the Maryland General Corporation Law (the “MGCL”), the Company, by resolution of its Board of Directors (the “Board of Directors”), elects, notwithstanding any provision in its charter or bylaws to the contrary, to be subject to Section 3-803 of the MGCL as provided herein, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.
SECOND: The election to become subject to Section 3-803 of the MGCL has been approved by the Board of Directors in the manner and by the vote required by law.
THIRD: The undersigned officer acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and President and attested by its Chief Financial Officer on this 6 day of November, 2017.

ATTEST:    GLOBAL NET LEASE, INC.

/s/ Nicholas Radesca      /s/ James L. Nelson (SEAL) Nicholas Radesca    James L. Nelson
Chief Financial Officer    Chief Executive Officer and President

2


Exhibit 10.5

LOAN AGREEMENT


Dated as of October 27, 2017
Among
EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,
collectively, as Borrower
and
COLUMN FINANCIAL, INC.
and
CITI REAL ESTATE FUNDING INC. ,
collectively, as Lender








TABLE OF CONTENTS
Page
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION     1
Section 1.1. Definitions. 1
Section 1.2. Principles of Construction. 37
II. GENERAL TERMS     37
Section 2.1. Loan Commitment; Disbursement to Borrower. 37
Section 2.2. Interest Rate. 38
Section 2.3. Loan Payment. 38
Section 2.4. Prepayments. 39
Section 2.5. Release of Property. 40
Section 2.6. Cash Management. 49
Section 2.7. Withholding Taxes; Gross Up. 52
III. INTENTIONALLY OMITTED     52
IV. REPRESENTATIONS AND WARRANTIES     52
Section 4.1. Borrower Representations. 52
Section 4.2. Survival of Representations. 64
V. BORROWER COVENANTS     64
Section 5.1. Affirmative Covenants. 64
Section 5.2. Negative Covenants. 78
VI. INSURANCE; CASUALTY; CONDEMNATION     84
Section 6.1. Insurance. 84

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Section 6.2. Casualty. 89
Section 6.3. Condemnation. 89
Section 6.4. Restoration. 90
VII. RESERVE FUNDS     95
Section 7.1. Intentionally Omitted. 95
Section 7.2. Tax and Insurance Reserve Funds. 95
Section 7.3. Replacement Reserve Funds. 96
Section 7.4. Rollover Reserve Funds. 100
Section 7.5. Unfunded Obligations Account. 101
Section 7.6. Excess Cash Flow Reserve Funds. 102
Section 7.7. Reserve Funds, Generally. 102
Section 7.8. Letters of Credit. 104
VIII. DEFAULTS     106
Section 8.1. Event of Default. 106
Section 8.2. Remedies. 109
Section 8.3. Remedies Cumulative; Waivers. 111
IX. SPECIAL PROVISIONS     111
Section 9.1. Securitization. 111
Section 9.2. Securitization Indemnification. 118
Section 9.3. Increased Costs Due to Capital and Liquidity Requirements. 122
Section 9.4. Exculpation. 122
Section 9.5. Matters Concerning Manager. 124

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Section 9.6. Servicer. 125
X. MISCELLANEOUS     125
Section 10.1. Survival. 125
Section 10.2. Lender’s Discretion. 126
Section 10.3. Governing Law. 126
Section 10.4. Modification, Waiver in Writing. 127
Section 10.5. Delay Not a Waiver. 128
Section 10.6. Notices. 128
Section 10.7. Trial by Jury. 129
Section 10.8. Headings. 129
Section 10.9. Severability. 129
Section 10.10. Preferences. 129
Section 10.11. Waiver of Notice. 130
Section 10.12. Remedies of Borrower. 130
Section 10.13. Expenses; Indemnity. 130
Section 10.14. Schedules Incorporated. 132
Section 10.15. Offsets, Counterclaims and Defenses. 132
Section 10.16. No Joint Venture or Partnership; No Third Party Beneficiaries. 132
Section 10.17. Publicity. 132
Section 10.18. Cross Default; Cross Collateralization; Waiver of Marshalling of Assets. 133
Section 10.19. Waiver of Counterclaim. 133
Section 10.20. Conflict; Construction of Documents; Reliance. 133

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Section 10.21. Brokers and Financial Advisors. 134
Section 10.22. Prior Agreements. 134
Section 10.23. Joint and Several Liability. 134
Section 10.24. Counterparts. 134
Section 10.25. Cumulative Rights. 134
Section 10.26. Reliance on Third Parties. 135
Section 10.27. Consent of Holder. 135
Section 10.28. Certain Additional Rights of Lender (VCOC). 135
Section 10.29. EU Bail-in Requirements. 135
Section 10.30. Contributions and Waivers. 136
Section 10.31. Co-Lenders. 139



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SCHEDULES
Schedule I     – Borrower
Schedule II     – Rent Roll
Schedule III     – Organizational Structure
Schedule IV     – Approved Managers
Schedule V     – Properties
Schedule VI     – Reserved
Schedule VII     – Allocated Loan Amounts
Schedule VIII     – Reserved
Schedule IX     – Unfunded Obligations
Schedule X     – Collective Bargaining Agreements
Schedule XI     – Property Condition Reports and Environmental Reports
Schedule XII     – Required Repairs Deadlines for Completion
Schedule XIII     – O&M Programs
Schedule XIV     – Notes
Schedule XV     – Ratable Shares
Schedule XVI    – Subleases

EXHIBITS

Exhibit A – Form of Tenant Direction Letter
Exhibit B – Planned Development Site at 1902 West Sample Street, South Bend, Indiana



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LOAN AGREEMENT
THIS LOAN AGREEMENT , dated as of October 27, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), among COLUMN FINANCIAL, INC. , a Delaware corporation (“ Column ”), having its principal place of business at Eleven Madison Avenue, New York, New York 10010, CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 390 Greenwich Street, 7 th Floor, New York, New York 10013 (“ Citi ”, together with Column and their respective successors and/or assigns, each a “ Co-Lender ” and, collectively, “ Lender ”), and EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , having its principal place of business at c/o Global Net Lease, Inc., 405 Park Avenue, New York, New York 10022 (each, an “ Individual Borrower ” and collectively, “ Borrower ”).
W I T N E S S E T H:
WHEREAS , Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and
WHEREAS , Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).
NOW THEREFORE , in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

USActive 37398621.2



I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1.      Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:
Accrual Period ” shall mean (a) for the first (1 st ) accrual period hereunder, (i) if the Closing Date occurs on or before the fifth (5 th ) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fifth (5 th ) day of the calendar month in which the Closing Date occurs and (ii) if the Closing Date occurs on or after the sixth (6 th ) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fifth (5 th ) day of the following calendar month and (b) for each accrual period thereafter commencing November, 2017, the period commencing on the sixth (6 th ) day of each calendar month and ending on (and including) the fifth (5 th ) day of the following calendar month. Each Accrual Period as set forth in clause (b) above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Accrual Period.
Additional Insolvency Opinion ” shall mean a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date reasonably satisfactory in form and substance to Lender and, following a Securitization, satisfactory in form and substance to the Rating Agencies, and from counsel reasonably acceptable to Lender and, following a Securitization, the Rating Agencies.
Advisor Party ” shall mean Global Net Lease Advisors, LLC, a Delaware limited liability company, or any any direct or indirect owner of Global Net Lease Advisors, LLC.
Affiliate ” shall mean, as to any Person, (i) any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or (ii) is a director or officer of such Person or of an Affiliate of such Person under clause (i).
Affiliated Manager ” shall mean any Manager in which Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.
Agreement ” shall have the meaning set forth in the introductory paragraph hereto.
Allocated Loan Amount ” shall mean, (i) for an Individual Property, the amount set forth on Schedule VII attached hereto, and (ii) with respect to any Substitute Property added in connection with a Property Substitution pursuant to Section 2.5.3 , the allocated loan amount of the related Replaced Property.
ALTA ” shall mean American Land Title Association, or any successor thereto.
Alteration Threshold ” shall mean an amount equal to ten percent (10%) of the Allocated Loan Amount of the applicable Individual Property but not to exceed five percent (5%) of the outstanding principal balance of the Loan at any one time.

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Annual Budget ” shall mean the operating budget, including all anticipated Operating Expenses and planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 5.1.11(e) hereof for the applicable Fiscal Year or other period.
Applicable Contribution ” shall have the meaning set forth in Section 10.30(f) .
Applicable Taxes ” shall have the meaning set forth in Section 2.7 hereof.
Appraisal ” shall mean, with respect to each Individual Property, an as-is appraisal of such Property ordered by Lender that is prepared by a member of the Appraisal Institute selected by Lender in its reasonable discretion, meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA) and complies with the Uniform Standards of Professional Appraisal Practice (USPAP).
Approved Annual Budget ” shall have the meaning set forth in Section 5.1.11(e) hereof.
Approved Bank ” shall mean (a) a bank or other financial institution which has a rating of not less than “A-1” (or its equivalent) from each of the Rating Agencies if the term of such Letter of Credit is no longer than thirty days (30) or if the term of such Letter of Credit is in excess of thirty (30) days, a rating of not less than “A+” (or its equivalent) from each of the Rating Agencies, or, if a Securitization has not occurred, such other rating that is reasonably acceptable to Lender or, if a Securitization shall have occurred, such other rating with respect to which Lender shall have received a Rating Agency Confirmation, (b) if a Securitization has not occurred, a bank or other financial institution acceptable to Lender or (c) if a Securitization has occurred, a bank or other financial institution with respect to which Lender shall have received a Rating Agency Confirmation.
Assignment of Leases ” shall mean, individually and/or collectively as the context may require, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, assigning to Lender all of Borrower’s right, title and interest in and to the Leases and Rents as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Assignment of Management Agreement ” shall mean, collectively, (a) that certain Assignment of Management Agreement and Subordination of Management Fees, dated as of the date hereof, between Lender and Borrower and consented to by CBRE of Virginia, Inc., and (b) that certain Assignment of Management Agreement and Subordination of Management Fees, dated as of the date hereof, between Lender and Borrower and consented to by Global Net Lease Properties, LLC, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

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Bail-In Action ” shall mean the exercise of any Write-down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Bankruptcy Action ” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal, state or local bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal, state or local bankruptcy or insolvency law or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal, state, local or foreign bankruptcy or insolvency law; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of any Individual Property; (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due or (f) to take action in furtherance of any of the foregoing.
Bankruptcy Code ” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal, state, local or foreign bankruptcy or insolvency law.
Basic Carrying Costs ” shall mean, for any period, the sum of the following costs: (a) Taxes, (b) Other Charges and (c) Insurance Premiums.
Benefit Amount ” shall have the meaning set forth in Section 10.30(d) .
BI/Rent Loss Proceeds ” shall have the meaning set forth in Section 6.4(g) hereof.
Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with their respective successors and permitted assigns and any new Person that meets the requirements set forth in Section 2.5.3 hereof as a “Borrower” hereunder in connection with a Property Substitution.
Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of the trustee under a Securitization (or, if no Securitization has occurred, Lender), or any Servicer or the financial institution that maintains any collection account for or on behalf of any Servicer or any Reserve Accounts or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business.

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Capital Expenditures ” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures in the nature of capital expenditures for building improvements or major repairs, leasing commissions and tenant improvements).
Cash Expenses ” shall mean, for any period, the Operating Expenses for the operation of the Property and any Capital Expenditures as set forth in an Approved Annual Budget to the extent that such expenses are actually incurred by Borrower, less any payments into the Tax and Insurance Reserve Account.
Cash Management Account ” shall have the meaning set forth in Section 2.6.2(a) hereof.
Cash Management Agreement ” shall mean that certain Account Control Agreement (Cash Management Account), dated as of the date hereof, by and among Borrower, Manager, Cash Management Bank and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Cash Management Bank ” shall mean (a) as of the Closing Date, KeyBank, National Association, provided that it remains an Eligible Institution, or (b) any successor Eligible Institution reasonably selected by Lender (it being understood that, with respect to any such successor, Lender agrees to first select and use commercially reasonable efforts to engage Wells Fargo Bank, National Association as such successor Cash Management Bank).
Cash Sweep Event ” shall mean the occurrence of: (a) an Event of Default; (b) any Bankruptcy Action of Borrower, Guarantor or Manager; (c) a Debt Yield Trigger Event, or (d) a Portfolio Tenant Event.
Cash Sweep Event Cure ” shall mean (a) if the Cash Sweep Event is caused solely by the occurrence of a Debt Yield Trigger Event, the achievement of a Debt Yield Cure, (b) if the Cash Sweep Event is caused by an Event of Default, the acceptance by Lender of a cure of such Event of Default (which cure Lender is not obligated to accept and may reject or accept in its sole and absolute discretion), (c) if the Cash Sweep Event is caused by a Bankruptcy Action of Manager, if Manager causes the dismissal or discharge of the same within ninety (90) days after the filing of such Bankruptcy Action or Borrower replaces the Manager with a Qualified Manager under a Replacement Management Agreement, or (d) if the Cash Sweep Event is caused solely by a Portfolio Tenant Event, at such time as the Tenants that have “gone dark” in, or ceased to operate in their respective spaces, constitute not more than thirty percent (30%) of the gross leasable area of the Properties; provided , however , that, with respect to any Cash Sweep Event Cure, such Cash Sweep Event Cure set forth in this definition shall be subject to the following conditions, (i) no Event of Default shall have occurred and be continuing under this Agreement or any of the other Loan Documents, and (ii) Borrower shall have paid all of Lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure including, reasonable attorney’s fees and expenses.
Cash Sweep Period ” shall mean each period commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (a) the Payment Date next occurring following the related Cash Sweep Event Cure, or (b) payment in full of all principal and interest on the Loan

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and all other amounts payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents.
Casualty ” shall have the meaning set forth in Section 6.2 hereof.
Casualty/Condemnation Prepayment ” shall have the meaning set forth in Section 6.4(e) hereof.
Casualty Consultant ” shall have the meaning set forth in Section 6.4(b)(iii) hereof.
Casualty Retainage ” shall have the meaning set forth in Section 6.4(b)(iv) hereof.
Cause ” shall mean, with respect to an Independent Director, (a) acts or omissions by such Independent Director that constitute systematic and persistent or willful disregard of such Independent Director’s duties, (b) such Independent Director has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (c) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director”, (d) the fees charged for the services of such Independent Director are materially in excess of the fees charged by the other providers of Independent Directors listed in the definition of “Independent Director” or (e) any other reason for which the prior written consent of Lender shall have been obtained.

CBA Multiemployer Plan ” shall mean multi-employer pension and welfare plans to which an employer is obligated to contribute pursuant to the terms of the collective bargaining agreement set forth on Schedule X attached hereto.
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, guidelines or directives thereunder or issued in connection therewith, (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 and (z) all requests, rules, guidelines or directives issued by a Governmental Authority in connection with Lender’s submission or re-submission of a capital plan under 12 C.F.R. § 225.8 or a governmental authority’s assessment thereof shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
Closing Date ” shall mean the date of the funding of the Loan.

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Code ” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.
Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.
Condemnation Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.
Contribution ” shall have the meaning set forth in Section 10.30(a) hereof.
Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “ Controlled ” and “ Controlling ” shall have correlative meanings.
Covered Disclosure Information ” shall have the meaning set forth in Section 9.2(b) hereof.
Covered Rating Agency Information ” shall have the meaning set forth in Section 9.2(d) hereof.
Credit Suisse ” shall mean Credit Suisse Securities (USA) LLC and its successors in interest.
DBRS ” shall mean DBRS, Inc., and its successors-in-interest.
Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums (including any Yield Maintenance Premium, if applicable) due to Lender in respect of the Loan under the Note, this Agreement, the Security Instruments or any other Loan Document.
Debt Service ” shall mean, with respect to any particular period of time, scheduled interest payments due under this Agreement and the Notes.
Debt Yield ” shall mean a ratio on the applicable date of determination for the trailing twelve (12) month period in which:
(a)      the numerator is the Net Operating Income (excluding interest on credit accounts and using annualized operating expenses for any recurring expenses not paid monthly ( e.g. , Taxes and Insurance Premiums)) for such period as set forth in the statements required hereunder, with Net Operating Income being calculated using annualized monthly base rents as determined pursuant to clause (a) of the definition of “Gross Income from

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Operations” and as set forth in the rent rolls last delivered to Lender in accordance with the terms of this Agreement for the calendar month immediately following the date of determination for the applicable period multiplied by twelve (12), without deduction for (i) actual management fees incurred in connection with the operation of the Properties, or (ii) amounts paid to the Reserve Accounts, less management fees for the Properties equal to the greater of (1) three percent (3%) of Gross Income From Operations and (2) the actual management fees incurred; and
(b)      the denominator is the outstanding principal balance of the Loan.
Debt Yield Cure ” shall mean (i) the achievement of a Debt Yield equal to or greater than eight and two-tenths of one percent (8.20%), as reasonably determined by Lender, or (ii) Borrower prepays a portion of the Loan in connection with releases of Individual Properties in accordance with the terms and conditions of Section 2.5.2 hereof or otherwise prepays the Loan in accordance with Section 2.4.1 hereof (including, if applicable, the payment of the Yield Maintenance Premium prior to the Open Prepayment Date), the effect of which is that had the reduced aggregate principal balance of the Loan been in effect, the Debt Yield based solely on the remaining Properties (and disregarding any Individual Property or Properties released in accordance with the terms and conditions of Section 2.5.2 hereof) would have been in excess of eight and two-tenths of one percent (8.20%).
Debt Yield Trigger Event ” shall mean a Debt Yield of less than eight and two-tenths of one percent (8.20%) on any date of determination, as reasonably determined by Lender.
Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.
Default Rate ” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) four percent (4%) above the Interest Rate.
Disclosure Document ” shall mean, collectively, any written materials used or provided to Lender, any prospective investors and/or the Rating Agencies in connection with any public offering or private placement in connection with a Securitization (including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other similar offering documents, marketing materials or written information provided to prospective investors), in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto.
Discount Rate ” shall mean the rate which, when compounded monthly, is equivalent to the Prepayment Treasury Rate when compounded semi-annually.
EEA Financial Institution ” shall mean (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

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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 ” shall mean any 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 Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts (or subaccounts thereof) maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which complies with the definition of Eligible Institution and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority, as applicable, and having a long-term unsecured debt rating of “BBB-” or higher by S&P and “A2” or higher by Moody’s and a short-term unsecured debt rating of “A-1” or higher by S&P and “P-1” by Moody’s. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.
Eligible Institution ” shall mean either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1 by Fitch (and the long term unsecured debt obligations of such depository institution are rated at least “A” by Fitch) in the case of accounts in which funds are held for thirty (30) days or less or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least (i) “A” by S&P, (ii) “A” by Fitch (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch) and (iii) “A2” by Moody’s, (B) “A+” by Fitch (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch) and (C) “A1” by Moody’s; provided, however, for purposes of Deposit Bank, the definition of Eligible Institution shall have the meaning set forth in the Cash Management Agreement, if any, or (b) KeyBank, National Association in its capacity as a party to the Cash Management Agreement for so long as KeyBank, National Association is not downgraded from the long term unsecured debt obligations and short term unsecured debt obligations ratings assigned to KeyBank, National Association by the Rating Agencies as of the Closing Date.
Embargoed Person ” shall mean any Person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated

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Nationals and Specially Designated Global Terrorists, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law (including, without limitation, Executive Order 13224 issued on September 24, 1001 (“ EO 13224 ”)).
Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Environmental Law ” shall have the meaning set forth in the Environmental Indemnity.
Environmental Reports ” shall mean each environmental site assessment report delivered to Lender in connection with the closing of the Loan, satisfactory in form and substance to Lender.
Equipment ” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Borrower, and which (i) is used at or in connection with the Improvements or such Individual Property or (ii) is located thereon or therein, including (without limitation) all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by Borrower and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.
ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.
ERISA Affiliate ” shall mean any Person that for purposes of Title IV of ERISA is a member of Borrower’s or Guarantor’s controlled group, or under common control with Borrower or Guarantor, within the meaning of Section 414 of the Code.
ERISA Event ” shall mean, with respect to Borrower, Guarantor, any ERISA Affiliate thereof or the Properties, (a) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (“ PBGC ”); (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower, the Guarantor, or any ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA, which could reasonably be expected to result in liability under Section 4063 or 4064 of ERISA; (e) the withdrawal by the Borrower, the Guarantor, or any ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 430(k) of the Code or Section 303(k)(1)(A) and (B) of ERISA to the creation of a lien upon property or assets or rights to property or assets of the

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Borrower, the Guarantor, or any ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; (h) any failure by any Plan to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA, whether or not waived; (i) the determination that any Plan is or is expected to be in “at-risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA or (j) the receipt by the Borrower, the Guarantor, or any ERISA Affiliate of any notice concerning the imposition of liability with respect to the withdrawal or partial withdrawal from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA).
EU Bail-In Legislation Schedule ” shall mean 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 ” shall have the meaning set forth in Section 8.1(a) hereof.
Excess Cash Flow ” shall have the meaning set forth in Section 2.6.2(b)(viii) hereof.
Excess Cash Flow Reserve Account ” shall have the meaning set forth in Section 7.6.1 hereof.
Excess Cash Flow Reserve Funds ” shall have the meaning set forth in Section 7.6.1 hereof.
Exchange Act ” shall have the meaning set forth in Section 9.2(a) hereof.
Exchange Act Filing ” shall mean a filing pursuant to the Exchange Act in connection with or relating to a Securitization.
Extraordinary Expense ” shall have the meaning set forth in Section 5.1.11(f) hereof.
FedEx Ground Package System Lease ” shall mean that certain Lease, dated as of October 27, 2015, between FedEx Ground Package System, Inc., as tenant and ARG FEMRGWV001, LLC, as landlord, as the same may have been or may hereafter be amended, restated, extended, renewed, replaced and/or otherwise modified from time to time to the extent permitted by this Agreement.
Fiscal Quarter ” shall mean the three-month period ending on March 31, June 30, September 30 and December 31 of each calendar year.
Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.
Fitch ” shall mean Fitch, Inc.

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Fixtures ” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

Foreign Benefit Arrangement ” shall mean any agreement, contract, program, undertaking, understanding or other arrangement that, if in the form of a plan or a fund, would be a Foreign Plan.
Foreign Plan ” shall mean any plan or fund (including, without limitation, any superannuation fund) established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by the Borrower, Guarantor or one or more of their respective subsidiaries primarily for the benefit of employees of the Borrower, Guarantor or such subsidiaries residing outside the United States, which plan or fund provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.
Funding Borrower ” shall have the meaning set forth in Section 10.30(c) .
GAAP ” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.
Governmental Authority ” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.
Gross Income from Operations ” shall mean, during any period, all income as reported on the financial statements delivered by Borrower in accordance with this Agreement, computed in accordance with GAAP (but without straight-lining of rents), derived from the ownership and operation of the Properties, in the aggregate, from whatever source during such

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period, including, but not limited to, (a) Rents from Tenants that are in occupancy, open for business and paying full contractual rent without right of offset or credit (including up to a maximum consecutive period of one (1) month of free rent for each year of the related Lease term), (b) utility charges, (c) escalations, (d) forfeited security deposits, (e) interest on credit accounts, (f) service fees or charges, (g) license fees, (h) parking fees, (i) rent concessions or credits, (j) income from vending machines, (k) business interruption or other loss of income or rental insurance proceeds, (l) other required pass-throughs and (m) interest on Reserve Accounts, if any, but excluding (i) Rents from month-to-month Tenants, (ii) Rents from any Tenant during a free-rent period for such Tenant (except to the extent expressly included as set forth in (a) above), (iii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (iv) refunds and uncollectible accounts, (v) sales of furniture, fixtures and equipment, (vi) Insurance Proceeds (other than business interruption or other loss of income or rental insurance), (vii) Condemnation Proceeds, (viii) unforfeited security deposits, (ix) utility and other similar deposits, and (x) any disbursements to Borrower from the Reserve Accounts, if any. Gross income shall not be diminished as a result of the Security Instruments or the creation of any intervening estate or interest in the Properties or any part thereof.
Guarantor ” shall mean Global Net Lease Operating Partnership, L.P., a Delaware limited partnership, or any other Person that now or hereafter guarantees any of Borrower’s obligations under any Loan Document.
Guarantor Financial Covenants ” shall mean the financial covenants of Guarantor contained in Section 1.12 of the Guaranty.
Guaranty ” shall mean that certain Guaranty Agreement, dated as of the date hereof, from Guarantor to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Hazardous Substances ” shall have the meaning set forth in the Environmental Indemnity.
Improvements ” shall have the meaning set forth in the granting clause of the related Security Instrument with respect to each Individual Property.
Indebtedness ” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; (g) obligations secured by any Liens, whether or not the obligations have been assumed and (h) obligations under PACE Loans.

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Indemnified Liabilities ” shall have the meaning set forth in Section 10.13(b) hereof.
Indemnified Parties ” shall mean each Co-Lender, any Affiliate of Co-Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of a Co-Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co placement agents or co initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Security Exchange Act, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, any Person who may hold or acquire or will have held a full or partial direct interest in the Loan secured hereby (including, but not limited to, investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial direct interest in the Loan secured hereby for the benefit of third parties but excluding the holders of participation interests) as well as the respective directors, officers, shareholders, partners, employees, agents, representatives involved in the origination of the Loan, contractors involved in the origination of the Loan, affiliates, subsidiaries, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires a full or partial interest in the Loan but excluding the holders of participation interests, whether during the term of the Loan or as a part of a foreclosure of the Loan and including, but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).
Indemnifying Person ” shall mean each of Borrower and Guarantor as set forth in Section 9.2(b) .
Independent ” shall mean, when used with respect to any Person, a Person who: (i) does not have any direct financial interest or any material indirect financial interest in Borrower or in any Affiliate of Borrower, (ii) is not connected with Borrower or any Affiliate of Borrower as an officer, employee, promoter, underwriter, trustee, partner, member, manager, creditor, director, supplier, customer or person performing similar functions and (iii) is not a member of the immediate family of a Person defined in (i) or (ii) above.
Independent Accountant ” shall mean (i) any “Big Four” accounting firm which is Independent, (ii) a firm of nationally recognized, certified public accountants which is Independent and which is selected by Borrower and reasonably acceptable to Lender or (iii) such other certified public accountant(s) selected by Borrower, which is Independent and reasonably acceptable to Lender.
Independent Director ” or “ Independent Manager ” shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company,

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Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not, and has never been, and will not while serving as Independent Director be, any of the following:
(a)      a member, partner, equityholder, manager, director, officer or employee of Borrower or any of its equityholders or Affiliates (other than serving as an Independent Director of Borrower or an Affiliate of Borrower that is not in the direct chain of ownership of Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business);
(b)      a creditor, supplier or service provider (including provider of professional services) to Borrower or any of its equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business);
(c)      a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or
(d)      a Person that controls (whether directly, indirectly or otherwise) any of the Persons set forth in clauses (a) , (b) or (c) above.
A natural person who otherwise satisfies the foregoing definition and satisfies clause (a) by reason of being the Independent Director of a “special purpose entity” affiliated with Borrower shall be qualified to serve as an Independent Director of the Borrower, provided that the fees that such individual earns from serving as an Independent Director of affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in the definition of Special Purpose Entity of this Agreement.
Individual Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns, and together with the addition of any new Person that meets the requirements set forth in Section 2.5.3 hereof as an “Individual Borrower” hereunder in connection with a Property Substitution.
Individual Property ” shall mean each parcel of real property set forth on Schedule V attached hereto, the Improvements thereon and all personal property owned by an Individual Borrower and encumbered by the applicable Security Instruments, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting

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Clauses of each Security Instrument and referred to therein as the “ Property ”, and together with the addition of any Substitute Property that meets the requirements set forth in Section 2.5.3 hereof in connection with a Property Substitution.
Insolvency Opinion ” shall mean that certain non-consolidation opinion letter dated the date hereof delivered by Duane Morris LLP in connection with the Loan.
Insurance Premiums ” shall have the meaning set forth in Section 6.1(b) hereof.
Insurance Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.
Interest Rate ” shall mean a rate of 4.369% per annum.
Lease ” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property by or on behalf of an Individual Borrower, and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.
Lease Sweep Event ” shall mean the occurrence of any of the following: (a) two (2) or more Tenants “go dark” in or cease to occupy their respective demised premises as of any date of determination, (b) any Tenant gives written notice of its election to either terminate or not renew its Lease or any Tenant fails to renew its Lease during its renewal notice period, provided that a Lease Sweep Event shall not be deemed to occur under this clause (b) until the last day on which such Tenant has a right to notify Borrower of such Tenant’s election to renew its Lease regardless of when Tenant may have notified Borrower that such Tenant is not renewing or does not intend to renew its Lease, and/or (c) any Bankruptcy Action of any Tenant.
Lease Sweep Event Cure ” shall mean (a) if the Lease Sweep Event is caused solely by the occurrence of two (2) or more Tenants “going dark” in or ceasing to occupy their respective demised premises, if (i) one (1) or more of such Tenants are no longer “dark” and such Tenants have reoccupied their respective Individual Properties or a replacement tenant reasonably acceptable to Lender (it being agreed that a Tenant having a lower investment grade rating shall not in and of itself cause such Tenant to not be reasonably acceptable provided such difference would not be deemed material to a prudent lender) has occupied the applicable demised premises in accordance with a Lease reasonably acceptable to Lender and (ii) no more than (1) Tenant remains dark in or no longer occupies its respective demised premises, (b) if the Lease Sweep Event is caused solely by the occurrence of an event described in clause (b) of the definition thereof, such Tenant renews its respective Lease on terms and conditions reasonably acceptable to Lender or a replacement Tenant reasonably acceptable to Lender (it being agreed that a Tenant having a lower investment grade rating shall not in and of itself cause such Tenant to not be reasonably acceptable provided such difference would not be deemed material to a prudent lender) has executed a new Lease on terms and conditions reasonably acceptable to Lender, or (c) if the Cash Sweep Event is caused by

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a Bankruptcy Action of a Tenant, if Tenant causes the dismissal or discharge of such Bankruptcy Action or a replacement Tenant reasonably acceptable to Lender (it being agreed that a Tenant having a lower investment grade rating shall not in and of itself cause such Tenant to not be reasonably acceptable provided such difference would not be deemed material to a prudent lender) has executed a new Lease on terms and conditions reasonably acceptable to Lender.
Lease Sweep Period ” shall mean each period commencing on the occurrence of a Lease Sweep Event and continuing until the earlier of (a) the related Lease Sweep Event Cure, or (b) payment in full of all principal and interest on the Loan and all other amounts payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents.
Lease Termination Payments ” shall have the meaning set forth in Section 7.4.1 hereof.
Legal Requirements ” shall mean, with respect to each Individual Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Securities Act, the Exchange Act, Regulation AB, the rules and regulations promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning and land use laws, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Borrower, such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.
Lender ” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.
Lender Indemnitees ” shall have the meaning set forth in Section 10.13(b) hereof.
Letter of Credit ” shall mean an irrevocable, auto-renewing, unconditional, transferable, clean sight draft standby letter of credit having an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Properties or any other property pledged to secure the Notes, in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender. A Letter of Credit must be issued by an Approved Bank. If at any time (a) the institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) if the Letter of Credit is due to expire prior to the termination of the event or events which gave rise to the requirement that Borrower deliver the Letter of Credit to Lender, Lender shall have the right to draw down the same in full and hold the proceeds thereof,

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unless Borrower shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Lender delivers written notice to Borrower that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, within ten (10) days prior to the expiration date of said Letter of Credit. Borrower’s delivery of any Letter of Credit hereunder shall, at Lender’s option, be conditioned upon Lender’s receipt of an Additional Insolvency Opinion relating to such Letter of Credit.
Liabilities ” shall have the meaning set forth in Section 9.2(b) hereof.
Licenses ” shall have the meaning set forth in Section 4.1.22 hereof.
Lien ” shall mean, with respect to each Individual Property, any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of, on or affecting any Individual Borrower, any Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances on such Individual Property.
Loan ” shall mean the loan made by Lender to Borrower pursuant to this Agreement.
Loan Documents ” shall mean, collectively, this Agreement, the Notes, the Security Instruments, the Assignment of Leases, the Environmental Indemnity, the Assignment of Management Agreement, the Guaranty, the Cash Management Agreement, the Lockbox Agreement, and all other documents executed and/or delivered in connection with the Loan.
Loan to Value Ratio ” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Loan and the denominator is equal to the fair market value of the Properties (for purposes of the REMIC provisions, counting only real property and excluding any personal property or going-concern value), as determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust.
Lockbox Account ” shall have the meaning set forth in Section 2.6.1(a) hereof.
Lockbox Agreement ” shall mean that certain Lockbox - Deposit Account Control Agreement, dated the date hereof, among Borrower, Lender and Lockbox Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Lockbox Bank ” shall mean KeyBank, National Association, or another Eligible Institution selected by Borrower, subject to Lender’s prior reasonable written consent.
Major Lease ” shall mean any Lease (a) which, either individually or when taken together with any other Lease with the same Tenant or its Affiliates, and assuming the exercise of all expansion rights and all preferential rights to lease additional space contained in such Lease, demises or is expected to demise in excess of 100,000 rentable square feet at the Properties, (b)

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pursuant to which a single tenant leases one hundred percent (100%) of the leasable space at an Individual Property, (c) contains an option or preferential right to purchase all or any portion of an Individual Property, (d) is with an Affiliate of any Individual Borrower as Tenant, or is not the result of arm’s-length negotiations, or (e) entered into during the continuance of an Event of Default.
Management Agreement ” shall mean, individually or collectively as the context may require, (a) that certain Property Management Agreement, dated as of May 12, 2014, entered into by and between ARC GSIFLMN001, LLC, a Delaware limited liability company, and CBRE of Virginia, Inc., and (b) that certain Property Management and Leasing Agreement, dated as of the date hereof, between each Individual Borrower (other than ARC GSIFLMN001, LLC) and Global Net Lease Properties, LLC, pursuant to which Manager is to provide management and other services with respect to one or more individual Properties or, if the context requires, a Replacement Management Agreement pursuant to which a Qualified Manager is managing the Properties in accordance with the terms and provisions of this Agreement, as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms hereof.
Manager ” shall mean individually or collectively as the context may require (a) CBRE of Virginia, Inc., a Virginia corporation, and (b) Global Net Lease Properties, LLC, a Delaware limited liability company, or, if the context requires, a Qualified Manager who is managing the Properties or any Individual Property in accordance with the terms and provisions of this Agreement.
Material Adverse Effect ” shall mean any material adverse effect upon (i) the business operations, assets, or condition (financial or otherwise) of Borrower, Guarantor, or any Individual Property, (ii) the ability of Borrower or Guarantor to perform its obligations under any Loan Document to which it is a party, (iii) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the rights, interests and remedies of Lender under any Loan Document against any Individual Property or (iv) the value, use or operation of any Individual Property.
Maturity Date ” shall mean November 6, 2027, or such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.
Maximum Legal Rate ” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Notes and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.
Monthly Debt Service Payment Amount ” shall mean, on each Payment Date, the amount of interest which accrues on the Loan for the related Interest Period.
Moody’s ” shall mean Moody’s Investors Service, Inc.

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Morningstar ” shall mean Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting from any acquisition by Morningstar, Inc. or other similar entity of Morningstar Credit Ratings, LLC .
Multiemployer Plan ” shall mean a multiemployer plan, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, in respect of which Borrower, Guarantor or any ERISA Affiliate could have any obligation or liability, contingent or otherwise.
Multiple Employer Plan ” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that has two or more contributing sponsors, as defined in Section 4001(a)(13) of ERISA, at least two of which are not under common control, as determined pursuant to Section 4001(a)(14)(B) of ERISA and (a) is maintained for employees of the Borrower, Guarantor or any ERISA Affiliate, or (b) was so maintained, and in respect of which the Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.
Net Cash Flow ” shall mean, with respect to the Properties for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.
Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.
Net Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.
Net Proceeds Deficiency ” shall have the meaning set forth in Section 6.4(b)(vi) hereof.
New Mezzanine Borrower ” shall have the meaning set forth in Section 9.1.3 hereof.
New Mezzanine Loan ” shall have the meaning set forth in Section 9.1.3 hereof.
Note ” or “ Notes ” shall mean, individually and/or collectively as the context requires, each promissory note set forth on Schedule XIV attached hereto, in the principal amount set forth on Schedule XIV attached hereto, made by Borrower in favor of a Co-Lender, as the same may have been or may be amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time.
NRSRO ” shall mean any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization.
O&M Program ” shall mean each operations and maintenance program set forth on Schedule XIII attached hereto, as the same may be amended, replaced, supplemented or otherwise modified from time to time.

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Obligations ” shall mean Borrower’s obligation to pay the Debt, Borrower’s obligation to perform its obligations under the Notes, this Agreement and the other Loan Documents.
Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of the general partner, manager or managing member of Borrower, as applicable.
Open Prepayment Date ” shall have the meaning set forth in Section 2.4.1 hereof.
Operating Expenses ” shall mean, for any period, the total of all expenditures, computed in accordance with GAAP, of whatever kind during such period relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, bad debt, utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, advertising expenses, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation and amortization, Debt Service, Capital Expenditures, and contributions to the Reserve Accounts.
Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.
PACE Loan ” shall mean (x) any “Property-Assessed Clean Energy loan” or (y) any other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to any Individual Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against any Individual Property.
Participant Register ” shall have the meaning set forth in Section 9.1.4(b) hereof.
Participation ” shall have the meaning set forth in Section 9.1.4(a) hereof.
Payment Date ” shall mean the sixth (6 th ) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day; provided , that prior to a Securitization, Lender shall have the right to change the Payment Date one time.
PBGC ” shall have the meaning assigned to that term in the definition of ERISA Event.
Permitted Encumbrances ” shall mean, with respect to each Individual Property, (a) the Liens and security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or

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delinquent (other than Liens securing a PACE Loan), and (d) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.
Permitted Investments ” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:
(a)      obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates) and the U.S. Department of Housing and Urban Development (local authority bonds); provided, however, that the investments described in this clause (a) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (i) if rated by S&P, must not have any qualifier affixed to their rating, (ii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, (iii) must not be subject to liquidation prior to their maturity and (iv) must have maturities of not more than 365 days;
(b)      Federal Housing Administration debentures having maturities of not more than 365 days;
(c)      obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system-wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations) and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (c) (i) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have any qualifier affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, (iv) must not be subject to liquidation prior to their maturity and (v) must have maturities of not more than 365 days;
(d)      federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements or obligations with maturities of not more than 365 days issued or held by any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies,

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rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) (and if the term is between one and three months rated at least A1 by Moody’s) and, if it has a term in excess of three months, the long-term debt obligations of which are rated AAA (or the equivalent) by each of the Rating Agencies; provided, however, that the investments described in this clause (d) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (i) if rated by S&P, must not have any qualifier affixed to their rating, (ii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, (iii) must not be subject to liquidation prior to their maturity and (iv) must have maturities of not more than 365 days;
(e)      intentionally omitted;
(f)      debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause (f) must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have any qualifier affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (iv) such investments must not be subject to liquidation prior to their maturity;
(g)      commercial paper (including both non -interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) in its highest short-term unsecured debt rating (and if the term is between one and three months rated at least A1 by Moody’s) and, if it has a term in excess of three months, the long-term debt obligations of which are rated AAA (or the equivalent) by each of the Rating Agencies; provided, however, that the investments described in this clause (g) (i) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have any qualifier affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (iv) such investments must not be subject to liquidation prior to their maturity;

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(h)      units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities) for money market funds; and
(i)      any other security, obligation or investment which has been approved as a Permitted Investment in writing by (i) Lender and (ii) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such Rating Agency;
provided , however , that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

Permitted Pledge ” shall mean a pledge of the direct and/or indirect interests in Guarantor provided that  such pledge is made to secure a parent-level (i.e., a direct or indirect owner of Borrower which has substantial assets other than its interest in the Property) credit facility the repayment of which is  not tied specifically to the cash flow of the Property.
Person ” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Personal Property ” shall have the meaning set forth in the granting clause of each Security Instrument.
Physical Condition Reports ” shall mean each property condition report delivered in connection with the closing of the Loan, satisfactory in form and substance to Lender.
Plan ” shall mean a Single Employer Plan, a Multiple Employer Plan or a Multiemployer Plan.
PNC Lease ” shall mean that certain Master Lease Agreement, dated as of July 30, 2014, between PNC Bank, National Association, as tenant and ARC PNSCRPA001, LLC, as landlord, as the same may have been or may hereafter be amended, restated, extended, renewed, replaced and/or otherwise modified from time to time to the extent permitted by this Agreement.

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Policies ” or “ Policy ” shall have the meaning specified in Section 6.1(b) hereof.
Portfolio Tenant Event ” shall mean that Tenants have “gone dark” in, or ceased to operate in, more than forty percent (40%) of the gross leasable area of the Properties as of any date of determination.
Prepayment Date ” shall have the meaning set forth in Section 2.4.1 hereof.
Prepayment Treasury Rate ” shall mean the Treasury Rate for the week ending prior to the Prepayment Date for U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the Open Prepayment Date.
Prescribed Laws ” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. §1701 et . seq . and (d) all other Legal Requirements relating to money laundering or terrorism.
Property ” or “ Properties ” shall mean, collectively, each and every Individual Property and each Substitute Property hereafter acquired which is subject to the terms of this Agreement, to the extent the same is encumbered by one or more Security Instrument and has not been released therefrom pursuant to the terms hereof.
Provided Information ” shall mean any and all financial and other written information provided at any time by, or on behalf of, any Indemnifying Person with respect to the Properties, Borrower, Guarantor and/or Manager.
Qualified Manager ” shall mean either (a) Manager; or (b) any reputable and experienced New York City recognized or nationally-recognized property management organization (which may be an Affiliate of Borrower) that satisfies the following criteria: (i) possesses at least five (5) years’ experience managing properties similar in size, class, use and operation as the Properties, (ii) manages at least 5,000,000 square feet of rentable space for properties similar in size, class, use and operation as the Properties and (iii) has not been a party to a Bankruptcy Action or taken advantage of any law under the Bankruptcy Code for the benefit of debtors within the seven (7) years prior to the date of determination; or (c) in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Properties, or otherwise reasonably approved by Lender; or (d) any of those certain property management organizations set forth on Schedule IV attached hereto, provided that, with respect to clauses (b) and (c) only, if required by Lender after a Securitization, Borrower shall have obtained (i) a Rating Agency Confirmation from the Rating Agencies with respect to such Manager and its management of the Property and (ii) such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

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Qualified Transferee ” shall mean a Special Purpose Entity which (A) has not been the subject of a Bankruptcy Action in the previous seven (7) years, (B) has not been, and is not Controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and (C) has never been, and is not affiliated with any person which has been, indicted or convicted for a Patriot Act offense, is not on any anti‑terrorism list and otherwise satisfies Agent’s and each Lender’s then customary “know your customer” internal policies and procedures and (D) is wholly owned and Controlled by:
(a)      a pension fund, pension trust or pension account that (i) has total real estate assets of at least $400,000,000 and (ii) is managed by a Person who controls at least $800,000,000 of real estate assets and owns at least twenty (20) industrial and/or office properties totaling at least 5,000,000 square feet of gross leasable area, exclusive of the Property; or
(b)      a pension fund advisor who (ii) immediately prior to such transfer, controls at least $800,000,000 of real estate assets and owns at least twenty (20) industrial and/or office properties totaling at least 5,000,000 square feet of gross leasable area, exclusive of the Property, and (iii) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (a) of this definition; or
(c)      an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (i) with a net worth, as of a date no more than six (6) months prior to the date of the transfer, of at least $400,000,000 and (ii) who, immediately prior to such transfer, controls real estate assets of at least $800,000,000 and owns twenty (20) industrial and/or office properties totaling at least 5,000,000 square feet of gross leasable area, exclusive of the Property; or
(d)      a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (i) with a combined capital and surplus of at least $400,000,000 and (ii) who, immediately prior to such transfer, controls real estate assets of at least $800,000,000 and owns at least twenty (20) industrial and/or office properties totaling at least 5,000,000 square feet of gross leasable area, exclusive of the Property; or
(e)      any Person (i) with a long term unsecured debt rating from the Rating Agencies of at least Investment Grade or (ii) who (A) owns or operates at least twelve (12) properties of a type, quality and similar size to the Property, (B) has a net worth, as of a date no more than six (6) months prior to the date of such transfer, of at least $400,000,000 and (C) immediately prior to such transfer, controls real estate assets of at least $800,000,000 and owns at least twenty (20) industrial and/or office properties totaling at least 5,000,000 square feet of gross leasable area, exclusive of the Property.
Radius ” shall have the meaning set forth in Section 6.1(c) hereof.

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Ratable Share ” shall mean, with respect to each Co-Lender, its share of the Loan based on the proportion of the outstanding principal of the Loan advanced by such Co-Lender to the total outstanding principal amount of the Loan. The Ratable Share of each Co-Lender on the date of this Agreement after giving effect to the funding of the Loan on the Closing Date is set forth on Schedule XV attached hereto and made a part hereof.
Rating Agencies ” shall mean each of S&P, Moody’s, Fitch, DBRS and Morningstar or any other nationally-recognized statistical rating agency which, (a) prior to a Securitization, has been designated by Lender to assign a rating to the Securities or (b) following a Securitization, has assigned a rating to the Securities.
Rating Agency Confirmation ” shall mean, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no Rating Agency has elected to consider whether to grant or withhold such an affirmation and Lender does not otherwise have an approval right with respect to such event, then the term Rating Agency Confirmation shall be deemed instead to require the written reasonable approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation, provided that the foregoing shall be inapplicable in any case in which Lender has an independent approval right in respect of the matter at issue pursuant to the terms of this Agreement.
Re-Dating ” shall have the meaning set forth in Section 9.1.5 hereof.
Register ” shall have the meaning set forth in Section 9.1.1(c) hereof.
Regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization.
Regulation AB ” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.
Regulation S-K ” shall mean Regulation S-K under the Securities Act and the Exchange Act,, as such Regulation may be amended from time-to-time.
Regulation S-X ” shall mean Regulation S-X under the Securities Act and the Exchange Act, as such Regulation may be amended from time-to-time.
Reimbursement Contribution ” shall have the meaning set forth in Section 10.30(c) .
REIT ” shall mean Global Net Lease, Inc., a Maryland corporation.

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Related Loan ” shall mean a loan to an Affiliate of Borrower or any Guarantor or secured by a Related Property, that is included in a Securitization with the Loan, and any other loan that is cross-collateralized with the Loan.
Related Property ” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to the Properties.
Release Amount ” shall mean, in connection with a release pursuant to Section 2.5.2 hereof of any Individual Property, the following amount: (a) until such time as the outstanding principal balance of the Loan is reduced to $168,300,000.00, (i) one hundred ten percent (110%) of the Allocated Loan Amount of each such Individual Property being released in connection with an arm’s-length transaction with an unrelated third party, and (ii) one hundred twenty percent (120%) of the Allocated Loan Amount of each such Individual Property being released in connection with a transfer to an Affiliate of Borrower or if after such release such Released Property will remain owned by the applicable Individual Borrower, and (b) after the outstanding principal balance of the Loan has been reduced below $168,300,000.00, (i) one hundred fifteen percent (115%) of the Allocated Loan Amount of each such Individual Property being released in connection with an arm’s-length transaction with an unrelated third party, and (ii) one hundred twenty-five percent (125%) of the Allocated Loan Amount of each such Individual Property being released in connection with a transfer to an Affiliate of Borrower or if after such release such Released Property will remain owned by the applicable Individual Borrower. Notwithstanding the foregoing, in the event the Individual Property being released is vacant, the Release Amount for such Individual Property shall be one hundred percent (100%) of the Allocated Loan Amount of such Individual Property. For the avoidance of doubt, if any Individual Property is being released and the payment of the Release Amount in connection with such release will reduce the outstanding principal balance of the Loan below $168,300,000.00, the portion of the Release Amount that will reduce the outstanding principal balance of the Loan to $168,300,000.00 shall be calculated in accordance with clause (a) above and the remainder of the Release Amount that reduces the outstanding principal balance of the Loan below $168,300,000.00 shall be calculated in accordance with clause (b) above.
REMIC Trust ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note or a portion thereof.
Rents ” shall mean, with respect to each Individual Property, all rents (including, without limitation, percentage rents), rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, all other amounts payable as rent under any Lease or other agreement relating to such Individual Property, including, without limitation, charges for electricity, oil, gas, water, steam, heat, ventilation, air-conditioning and any other energy, telecommunication, telephone, utility or similar items or time use charges, HVAC equipment charges, sprinkler charges, escalation charges, license fees, maintenance fees, charges for Taxes, operating expenses or other reimbursables payable to Borrower (or to Manager for the account of Borrower) under any Lease, and other consideration

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of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to the Properties, and proceeds, if any, from business interruption or other loss of income insurance.
Replacement Management Agreement ” shall mean, collectively, (a) a management agreement with a Qualified Manager, which management agreement shall be subject to Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and, following a Securitization, a Rating Agency Confirmation with respect to such Manager and its management of the Properties from the applicable Rating Agencies; and (b) an assignment of management agreement and subordination of management fees substantially in the form delivered to Lender on the Closing Date (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.
Replacement Reserve Account ” shall have the meaning set forth in Section 7.3.1 hereof.
Replacement Reserve Funds ” shall have the meaning set forth in Section 7.3.1 hereof.
Replacement Reserve Monthly Deposit ” shall have the meaning set forth in Section 7.3.1 hereof.
Replacements ” shall have the meaning set forth in Section 7.3.1 hereof.
Reserve Accounts ” shall mean, collectively, the Tax and Insurance Reserve Account, the Replacement Reserve Account, the Rollover Reserve Account, the Unfunded Obligations Reserve Account, the Excess Cash Flow Reserve Account and any other escrow fund established pursuant to the Loan Documents.
Reserve Funds ” shall mean, collectively, the Tax and Insurance Reserve Funds, the Replacement Reserve Funds, the Rollover Reserve Funds, the Unfunded Obligations Funds and the Excess Cash Flow Reserve Funds.
Resolution Authority ” shall mean anybody which has authority to exercise any Write-down and Conversion Powers.
Restoration ” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.
Restricted Party ” shall mean, collectively (a) Borrower, Guarantor and any Affiliated Manager and (b) any shareholder, partner, member (including any managing member), non-member manager or direct or indirect legal or beneficial owner of Borrower, Guarantor, any Affiliated Manager or any non-member manager of Borrower, Guarantor or any Affiliated Manager,

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provided, that, so long as Global Net Lease Special Limited Partner, LLC, a Delaware limited liability company, owns less than 5% of the direct or indirect ownership interests in Guarantor, no Advisor Party shall be a Restricted Party.
Rollover Reserve Account ” shall have the meaning set forth in Section 7.4.1 hereof.
Rollover Reserve Funds ” shall have the meaning set forth in Section 7.4.1 hereof.
S&P ” shall mean Standard & Poor’s Ratings Services.
Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect, including, without limitation, any merger or consolidation of Guarantor.
Satisfactory Search Results ” shall mean the results of Lender’s customary “know your customer”, credit history check (but only where such transferee is an individual that, after giving effect to such transfer or conveyance, owns ten percent (10%) or greater of the direct or indirect interest in Borrower), OFAC, PATRIOT Act, anti-money laundering and other similar searches with respect to the applicable transferee and its applicable affiliates that Control the applicable transferee and/or have a ten percent (10%) or greater direct or indirect interest in Borrower, in each case, confirming that the applicable transferee is not an Embargoed Person and otherwise yielding results which are otherwise acceptable to Lender in its reasonable discretion.
Securities ” shall have the meaning set forth in Section 9.1(a) hereof.
Securities Act ” shall have the meaning set forth in Section 9.2(a) hereof.
Securitization ” shall have the meaning set forth in Section 9.1(a) hereof.
Security Instrument ” shall mean, individually and/or collectively as the context may require, with respect to each Individual Property, that certain first priority mortgage or deed of trust, as applicable, executed and delivered by Borrower as security for the Loan and encumbering such Individual Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
Servicer shall have the meaning set forth in Section 9.6 hereof.
Servicing Agreement ” shall have the meaning set forth in Section 9.6 hereof.
Severed Loan Documents ” shall have the meaning set forth in Section 8.2(c) hereof.
Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

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Similar Law ” shall have the meaning set forth in Section 4.1.9(b) hereof.
Single Employer Plan ” shall mean a single employer plan, as defined in Section 3(41) or Section 4001(a)(15) of ERISA, as applicable, that is not a Multiple Employer Plan and (a) is maintained for employees of the Borrower, Guarantor or any ERISA Affiliate, or (b) was so maintained, and in respect of which the Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.
Special Purpose Entity ” shall mean a corporation, limited partnership or limited liability company that, at all times on and after the date hereof, has complied with and shall at all times comply with the following requirements unless it has received prior consent (not to be unreasonably withheld, delayed or conditioned) to do otherwise from Lender or a permitted agent thereof, and, while the Loan is securitized, a Rating Agency Confirmation from each of the Rating Agencies and an Additional Insolvency Opinion, in each case:
(a)      is and shall be organized solely for the purpose of in the case of Borrower, acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the related Individual Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing the related Individual Property in connection with a permitted repayment of the Loan and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;
(b)      shall not engage in any business unrelated to the acquisition, development, ownership, management or operation of the related Individual Property;
(c)      shall not own any real property other than, in the case of each Individual Borrower, the related Individual Property;
(d)      shall not have and at no time had any assets other than in the case of Borrower, the related Individual Property and personal property necessary or incidental to its ownership and operation of such Individual Property;
(e)      has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit (i) any dissolution, winding up, liquidation, consolidation or merger, or (ii) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents;
(f)      shall not cause, consent to or permit any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition;
(g)      if such entity is a limited partnership, shall have at least one (1) general partner and has and shall have, as its only general partners, Special Purpose Entities each of which (i) is a corporation or single-member Delaware limited liability company, (ii) has

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two (2) Independent Directors, and (iii) holds a direct interest as general partner in the limited partnership of not less than one-half of one percent (0.5%);
(h)      if such entity is a corporation, has and shall have at least two (2) Independent Directors, and shall not cause or permit the board of directors of such entity to take any Bankruptcy Action either with respect to itself;
(i)      if such entity is a limited liability company (other than a limited liability company meeting all of the requirements applicable to a single-member limited liability company set forth in this definition of “Special Purpose Entity”), has as of the date hereof and shall have at least one (1) member that is a Special Purpose Entity, that is a corporation or a single‑member limited liability company, that has at least two (2) Independent Directors and that directly owns at least one-half-of-one percent (0.5%) of the equity of the limited liability company;
(j)      if such entity is a single-member limited liability company, (i) is and shall be a Delaware limited liability company, (ii) has as of the date hereof and shall have at least two (2) Independent Directors serving as managers of such company, (iii) shall not take any action requiring the unanimous affirmative vote of the managing member and the Independent Directors and shall not cause or permit the members or managers of such entity to take any action requiring the unanimous affirmative vote of the managing member and the Independent Directors unless two (2) Independent Directors then serving as managers of the company shall have consented in writing to such action, and (iv) has and shall have either (A) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (B) two (2) natural persons or one entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company;
(k)      shall not (and, if such entity is (i) a limited liability company, has and shall have a limited liability agreement or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provides that such entity shall not) (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets except as expressly permitted under the Loan Documents; (C) amend its organizational documents with respect to the matters set forth in this definition without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors, take any Bankruptcy Action;
(l)      intends at all times to be solvent and has paid and intends to pay its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided , however , the foregoing shall not require any direct or indirect

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member, partner or shareholder of Borrower to make any additional capital contributions to Borrower;
(m)      shall not fail to correct any known misunderstanding regarding the separate identity of such entity and has not identified and shall not identify itself as a division of any other Person;
(n)      (i) shall maintain its bank accounts, books of account, books and records separate from those of any other Person; provided , however , each Individual Borrower’s assets may be included in a consolidated financial statement of its Affiliates if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Individual Borrower and such Affiliates and, except with respect to its co-borrowers hereunder, that such Individual Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person, and (B) such assets shall be listed on each Individual Borrower’s own separate balance sheet, and (ii) to the extent that it is required to file tax returns under applicable law, has filed and shall file its own tax returns, except to the extent that such Individual Borrower (x) is required by law to file consolidated tax returns or (y) is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;
(o)      has maintained and shall maintain its own records, books, resolutions and agreements;
(p)      except as contemplated by the Loan Documents with respect to its co-borrowers, shall not commingle its funds or assets with those of any other Person and has not participated and shall not participate in any cash management system with any other Person;
(q)      shall hold its assets in its own name;
(r)      has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;
(s)      (i) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (ii) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (iii) shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates; provided , however , that the Special Purpose Entity’s assets may be included in a consolidated financial statement of its Affiliate provided that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets and credit are not available to pay the debts of such Affiliate

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and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity;
(t)      except as contemplated by the Loan Documents with respect to its co-borrowers, shall pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations; provided , however , the foregoing shall not require any direct or indirect member, partner or shareholder of Borrower to make any additional capital contributions to Borrower;
(u)      shall do all things necessary to observe all partnership, corporate or limited liability company formalities, as applicable;
(v)      shall not incur any Indebtedness other than (i) acquisition financing with respect to the Properties; construction financing with respect to the Improvements and certain off-site improvements required by municipal and other authorities as conditions to the construction of the Improvements; and first mortgage financings secured by the Properties (including the Loan) and revolving and term credit facilities; and Indebtedness pursuant to letters of credit, guaranties, interest rate protection agreements and other similar instruments executed and delivered in connection with such financings, all of which have been repaid in full, (ii) unsecured trade payables and operational debt not evidenced by a note and not outstanding for more than sixty (60) days incurred in the ordinary course of business in an amount not to exceed two percent (2%) of the initial principal amount of the Loan, and (iii) Indebtedness incurred in the financing of equipment and other personal property used on the related Individual Property;
(w)      shall not incur any Indebtedness other than (i) the Loan, (ii) liabilities incurred in the ordinary course of business relating to the ownership and operation of the related Individual Property and the routine administration of related Individual Borrower, in amounts not to exceed two percent (2%) of the principal amount of the Loan which liabilities are not more than sixty (60) days past the date incurred, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and (iii) such other liabilities that are expressly permitted pursuant to this Agreement;
(x)      except as required by this Agreement or the other Loan Documents, has not assumed, guaranteed or become obligated and shall not assume or guarantee or become obligated for the debts of any other Person, has not held out and shall not hold out its credit as being available to satisfy the obligations of any other Person or has not pledged and shall not pledge its assets or any direct or indirect interest in or rights to distributions from Borrower to secure the obligations of any other Person;
(y)      shall not acquire obligations or securities of its partners, members or shareholders or any other owner or Affiliate;

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(z)      shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate;
(aa)      shall maintain and use, to the extent reasonably necessary for the operation of its business, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated in writing as being the Special Purpose Entity’s agent;
(bb)      shall not pledge its assets or any direct or indirect interest in or rights to distributions from Borrower to secure the obligations of any other Person other than with respect to loans secured by the related Individual Property and no such pledge remains outstanding except to Lender to secure the Loan;
(cc)      shall hold itself out and identify itself as a separate and distinct entity (recognizing that any Borrower may be treated as a “disregarded entity” for tax purposes and is not required to file tax returns for tax purposes under applicable law) under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person,
(dd)      shall maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;
(ee)      shall not make loans to any Person and has not held and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity);
(ff)      has not identified and shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;
(gg)      other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except for this Loan, the loan being repaid as of the date hereof and in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;
(hh)      except as expressly provided in this Agreement or in the other Loan Documents, has not had and shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Debt;

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(ii)      intentionally omitted;
(jj)      has not had and shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents;
(kk)      has not formed, acquired or held and shall not form, acquire or hold any subsidiary;
(ll)      has complied and shall comply in all material respects with all of the terms and provisions contained in its organizational documents.
(mm)      shall conduct its business so that each of the assumptions made about it and each of the facts stated about it in the Insolvency Opinion or, if applicable, any Additional Insolvency Opinion are true;
(nn)      has not permitted and shall not permit any Affiliate or constituent party independent access to its bank accounts;
(oo)      is, has always been and shall continue to be duly formed, validly existing, and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business;
(pp)      has paid all taxes which it owes and is not currently involved in any dispute with any taxing authority;
(qq)      is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that resulted in a judgment against it that has not been paid in full;
(rr)      has no judgments or Liens of any nature against it except for tax liens not yet due and the Permitted Encumbrances; and
(ss)      has no material contingent or actual obligations not related to the Properties.
State ” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.
Substitute Property ” shall mean each real property added as collateral for the Loan in connection with a Property Substitution pursuant to Section 2.5.3 .
Substitute Property Unfunded Obligations ” shall mean, with respect to any Lease relating to Substitute Property, collectively, (a) any free rent that is outstanding, (b) any tenant improvements, tenant allowances and leasing commissions that are outstanding and (c) any other obligations under such Leases that are outstanding.

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Survey ” shall mean an ALTA survey of the Individual Property in question prepared by a surveyor licensed in the State and reasonably satisfactory to Lender and the company or companies issuing the related Title Insurance Policy, and containing a certification of such surveyor reasonably satisfactory to Lender.
Tax and Insurance Reserve Funds ” shall have the meaning set forth in Section 7.2 hereof.
Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.
Tenant ” shall mean the lessee of all or a portion of an Individual Property under a Lease.
Tenant Direction Letter ” shall mean a notice, substantially in the form of Exhibit A attached hereto (or such other form as Borrower may proffer which is reasonably acceptable to Lender), to all tenants now or hereafter occupying space at each Individual Property directing them to pay all Rents and all other sums due under the Lease to which they are a party directly into the applicable Lockbox Account.
Title Insurance Policy ” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form reasonably acceptable to Lender (or, if the Properties is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and reasonably acceptable to Lender) issued with respect to such Individual Property and insuring the Lien of the Security Instruments encumbering such Individual Property.
Transfer ” shall have the meaning set forth in Section 5.2.10(b) hereof.
Transferee ” shall have the meaning set forth in Section 5.2.10(g) hereof.
TRIPRA ” shall have the meaning set forth in Section 6.1(a)(ix) hereof.
Treasury Rate ” shall mean, as of the Maturity Date, the yield, calculated by linear interpolation (rounded to the nearest one-thousandth of one percent ( i.e. , 0.001%) of the yields of non-callable United State Treasury obligations with terms (one longer and one shorter) most nearly approximately the period from such date of determination to the Maturity Date, as determined by Lender on the basis of Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Governmental Security/Treasury Constant Maturities, or other recognized source of financial market information selected by Lender.
Trustee ” shall mean any trustee holding the Loan in a Securitization.
UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State in which the applicable Individual Property is located.

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Unfunded Obligations ” means the items described on Schedule IX .
Unfunded Obligations Reserve Account ” shall have the meaning set forth in Section 7.5.1 hereof.
Unfunded Obligation Reserve Funds ” shall have the meaning set forth in Section 7.5.1 hereof.
U.S. Obligations ” shall mean non‑redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) to the extent acceptable to the Rating Agencies, other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.
Write-down and Conversion Powers ” shall mean, 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.
Yield Maintenance Premium ” shall mean an amount equal to the greater of (a) the present value as of the Prepayment Date of the remaining scheduled payments of principal and interest due pursuant to the Loan Documents from the Prepayment Date through the Open Payment Date (including an amount equal to the outstanding principal balance of the Loan on the Open Payment Date) determined by discounting such payments at the Discount Rate, less the amount of principal being prepaid and (b) one percent (1%) of the outstanding principal balance of the Loan being prepaid on such Prepayment Date.
Zoning Reports ” shall mean each zoning report for the Properties delivered by Borrower to Lender in connection with the closing of the Loan, reasonably satisfactory in form and substance to Lender.
Section 1.2.      Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.
II.      GENERAL TERMS

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Section 2.1.      Loan Commitment; Disbursement to Borrower .
2.1.1      Agreement to Lend and Borrow . Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Closing Date.
2.1.2      Single Disbursement to Borrower . Borrower may request and receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid or defeased hereunder in respect of the Loan may not be re-borrowed. Borrower acknowledges and agrees that the Loan has been fully funded as of the Closing Date.
2.1.3      The Note, Security Instruments and Loan Documents . The Loan shall be evidenced by the Note and secured by the Security Instruments, the Assignment of Leases and the other Loan Documents.
2.1.4      Use of Proceeds . Borrower shall use the proceeds of the Loan to (a) repay and discharge any existing loans relating to the Properties, (b) pay all past-due Basic Carrying Costs and other charges, if any, with respect to the Properties, (c) make deposits into the Reserve Accounts on the Closing Date in the amounts provided herein, if any, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (e) fund any Capital Expenditures and working capital requirements of the Properties and (f) distribute the balance, if any, to Borrower to be used in Borrower’s sole discretion for any lawful purpose.
Section 2.2.      Interest Rate .
2.2.1      Interest Rate . Subject to the provisions of this Section 2.2 , interest on the outstanding principal balance of the Loan shall accrue from (and including) the Closing Date to but excluding the Maturity Date at the Interest Rate (or as otherwise set forth in this Agreement).
2.2.2      [Intentionally Omitted] .
2.2.3      Interest Calculation . Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Accrual Period by (b) a daily rate based on the Interest Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.
2.2.4      Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due after the expiration of any grace or cure periods contained herein which elapsed prior to the occurrence of the Event of Default.
2.2.5      Usury Savings . This Agreement, the Notes and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or

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criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal on a pro rata basis among the Notes, provided that no Event of Default has occurred and is continuing, and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.
Section 2.3.      Loan Payment .
2.3.1      Monthly Debt Service Payments . Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan for the first (1 st ) Accrual Period and (b) on December  6, 2017, and on each Payment Date thereafter to and including the Maturity Date, the Monthly Debt Service Payment Amount, which payments shall be applied first to accrued and unpaid interest and the balance to principal.
2.3.2      Payments Generally . For purposes of making payments hereunder, but not for purposes of calculating Accrual Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever unless otherwise expressly set forth herein.
2.3.3      Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Security Instruments and the other Loan Documents.
2.3.4      Late Payment Charge . If any principal, interest or any other sums due under the Loan Documents (other than amounts due on the Maturity Date) are not paid by Borrower on or prior to the date which is five (5) days after such payment is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the Maximum Legal Rate in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Security Instruments and the other Loan Documents to the extent permitted by Legal Requirements.
2.3.5      Method and Place of Payment . Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Notes shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful

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money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.
Section 2.4.      Prepayments .
2.4.1      Voluntary Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date. On any Payment Date after the Closing Date until the Payment Date that is three (3) months prior to the Maturity Date (the “ Open Prepayment Date ”), Borrower may, at its option and upon no less than thirty (30) days prior notice to Lender specifying the Payment Date on which prepayment is to be made (a “ Prepayment Date ”), prepay the Debt in whole or in part provided that Borrower shall, simultaneously with such prepayment, pay the Yield Maintenance Premium. On the Open Prepayment Date, or on any Payment Date thereafter, Borrower may, at its option and upon no less than thirty (30) days prior notice to Lender specifying the Prepayment Date, prepay the Debt in whole or in part without payment of the Yield Maintenance Premium or any other penalty or fee. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued for the full Accrual Period during which the prepayment occurs. Notwithstanding the foregoing, Borrowers shall have the right to revoke a notice of prepayment by delivering written notice to Lender at any time before such prepayment is to be made and provided that Borrower reimburses Lender for any costs, expenses or losses incurred by Lender in connection with such notice and subsequent revocation thereof.
2.4.2      Mandatory Prepayments . On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds with respect to an Individual Property, if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration or otherwise to deliver such Net Proceeds to Borrower, Borrower authorizes Lender, at Lender’s option, to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Allocated Loan Amount of the affected Individual Property in an amount equal to one hundred percent (100%) of such Net Proceeds. No Yield Maintenance Premium or other premium, penalty or fee shall be due in connection with any prepayment due to the application of Net Proceeds made pursuant to this Section 2.4.2 . Any partial prepayment under this Section 2.4.2 shall be applied to the outstanding principal balance of the Loan. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued for the full Accrual Period during which the prepayment occurs.
2.4.3      Prepayments After Event of Default . If following an Event of Default payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery shall (a) include interest at the Default Rate on the outstanding principal amount of the Loan from the date the Event of Default occurred through the last calendar day of the Interest Period within which such tender or recovery occurs and (b) be deemed a voluntary prepayment by Borrower, and shall in all instances include (i) the Yield Maintenance Premium if such prepayment is made prior to the Open Prepayment Date, (ii) all interest which would have accrued for the full Accrual Period during which the

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prepayment occurs, and (iii) any other amounts due and payable to Lender under the Loan Documents.
2.4.4      Application of Prepayments to Notes . Any voluntary prepayments of principal under the Loan (including, without limitation, (x) in connection with a release pursuant to and in accordance with Section 2.5.2 hereof and (y) pursuant to Section 2.4.2 hereof), in whole or in part, may be applied to the Notes (and any components thereof) in Lender’s sole discretion provided, that, absent the existence of an Event of Default, any prepayment of the principal of the Loan, in whole or in part, voluntary or involuntary, shall be applied pro rata among the Notes and pro rata between the Notes and any New Mezzanine Loan, if any, and no such application of principal prepayments shall result in the payment of interest by Borrower in excess of the Interest Rate.
Section 2.5.      Release of Property . Except as set forth in this Section 2.5 , no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Security Instrument on any Individual Property.
2.5.1      Release of all Properties Upon Payment in Full . (a) If Borrower has elected to prepay the entire Loan and the requirements of Section 2.4 and this Section 2.5.1 have been satisfied, all of the Properties shall be released from the Liens of their respective Security Instruments. If Borrower advises Lender that it desires to assign one or more Notes and the Security Instruments to a new lender providing the funds for such prepayment, then Lender shall (i) reasonably cooperate with Borrower to split and sever such Notes and Security Instrument (if applicable) and/or assign the applicable Notes and Security Instruments and all of the other Loan Documents to any Person designated by Borrower, which assignment documents shall be in recordable form (but without representation or warranty by, or recourse to, Lender, except as to the outstanding principal balance of the Loan and that Lender owns the Notes and Security Instruments free of any liens and encumbrances and has the authority to effect the assignment) and otherwise in form and substance reasonably acceptable to Lender, (ii) deliver to or as directed by Borrower the originally executed applicable Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the applicable Note and which originals were delivered to Lender or, with respect to any such note where the original was delivered to Lender and has been lost, mutilated or destroyed, cause the party who lost the note to deliver a lost note affidavit (without indemnification) for the benefit of the assignee lender and the title insurance company insuring the Security Instruments, in form reasonably acceptable to Lender and sufficient to permit such title insurance company to insure the lien of the Security Instruments as assigned to and held by the assignee lender without exception for any matter relating to the lost, destroyed or mutilated note, (iii) execute and deliver an allonge with respect to the applicable Note and any other note(s) as described in the preceding clause (ii) above without recourse, covenant or warranty of any nature, express or implied (except as to the outstanding principal balance of the Loan and that Lender owns the Notes and Security Instruments free of any liens and encumbrances and has the authority to execute and deliver the allonge) and otherwise in form and substance reasonably acceptable to Lender, (iv) deliver the original executed Security Instruments or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements and terminations of rent direction notices to Tenants and other third parties)

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in recordable form as may reasonably be requested by Borrower to evidence such assignment. All out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Lender or Servicer in connection with the foregoing shall be paid by Borrower.
(a)      In connection with the release or assignment of any Security Instrument, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Payment Date on which Borrower intends to prepay the Loan in full, a release of Lien (and related Loan Documents) or assignment of such Security Instrument (and related Loan Documents) for each Individual Property for execution by Lender. Each such release (i) shall be in a form appropriate in the jurisdiction in which the applicable Individual Property is located and (ii) shall be reasonably satisfactory to Lender and Borrower. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement. All out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) actually incurred by Lender or Servicer in connection with the foregoing shall be paid by Borrower.
2.5.2      Release of Individual Property . At any time after the Closing Date, provided that no Event of Default is then continuing, Borrower may obtain the release of one or more Individual Properties (each Individual Property so released, “ Release Property ”) from the Lien of the respective Security Instruments to which such Individual Borrower is a party (and related Loan Documents) and the release of (x) the Individual Borrower (which owns the applicable Release Property) from all obligations under the Loan Documents (other than those expressly stated to survive), and (y) Guarantor from obligations under the Environmental Indemnity with respect to the Release Property in accordance with Section 9 of the Environmental Indemnity, upon the satisfaction of each of the following conditions precedent:
(a)      Borrower shall provide Lender with at least twenty (20) days’ but no more than ninety (90) days’ prior written notice of its request to obtain a release of an Individual Property, which notice shall identify the Release Property and the date upon which it desires to release such Release Property (the “ Release Date ”);
(b)      Borrower shall prepay the Loan in an amount equal to the Release Amount for such Release Property (together with the payment of the applicable Yield Maintenance Premium if such prepayment occurs prior to the Open Prepayment Date) which funds shall be applied pro rata between the Loan and, if one then exists, any New Mezzanine Loan and pro rata among the Notes evidencing the Loan;
(c)      Subsequent to such release, each Individual Borrower (other than the Individual Borrower that owns the Release Property) shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof;
(d)      Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Release Date, a release of Lien (and related Loan Documents) or, if elected by Borrower, assignment of the applicable Loan Documents as provided below (and release of all other related Loan Documents) for each Individual Property for execution by Lender. If Borrower elects to

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have Lender assign any Security Instrument, Lender shall reasonably cooperate with Borrower to split and sever the applicable Loan Documents (if required) and take other reasonable steps and enter into documents reasonably necessary to assign the applicable Loan Documents as set forth in Section 2.5.1(a)(i) - (v) hereof, each in form and substance reasonably acceptable to Lender, such that separate notes and mortgages with respect to only the Individual Borrower and the Release Property in the amount of the applicable Allocated Loan Amount (or then outstanding principal amount secured by such Security Instrument if less than the Allocated Loan Amount) for such Release Property is assigned to the new lender, with the remaining Individual Borrowers and Property released from the assigned portion of the Loan (except to the extent the Loan Documents explicitly provide that a liability will survive transfer or repayment of the Debt). Each such release or assignment (as applicable) (i) shall be in a form appropriate in the jurisdiction in which the Release Property is located and (ii) shall be reasonably satisfactory to Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, (ii) will not impair or otherwise adversely affect the Liens and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released) and (iii) that the terms and conditions of this Section 2.5.2 have been satisfied with respect to such release;
(e)      After giving effect to such release or assignment (as applicable) (including the amount prepaid in clause (b) above), the Debt Yield for the Properties that remain subject to the Lien of the Security Instruments shall not be less than the greater of (i) 11.40%, and (ii) the Debt Yield for the Properties immediately prior to such release;
(f)      Lender shall have received evidence that the Release Property shall be conveyed in an arm’s length transfer to a Person other than an Individual Borrower, Guarantor or any of their respective Affiliates, provided that, if Borrower shall have provided to Lender an Officer’s Certificate certifying that Borrower has received all necessary approvals and authorizations to transfer the Release Property to an Affiliate of Borrower or Guarantor, the Release Property may be conveyed to an Affiliate of Individual Borrower or Guarantor in connection with such release;
(g)      Borrower shall reimburse Lender and Servicer for any out-of-pocket costs and expenses of Lender and Servicer arising from such release or assignment (as applicable) (including reasonable attorneys’ fees and expenses and disbursements incurred in connection with the release or assignment (as applicable) of the Release Property from the Lien of the related Security Instruments (including, without limitation, any splitting and severance of the Notes and/or Security Instruments) and the review and approval of the documents and information required to be delivered in connection therewith (if applicable)) and Borrower shall have paid, in connection with such release or assignment (as applicable), (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) all out-of-pocket costs and expenses of the Rating Agencies incurred with respect to such release or assignment (as applicable), and (iii) to any Servicer, the current fee being assessed by such Servicer to effect such release or assignment (as applicable) (not to exceed $5,000 per Release Property), it being agreed that Borrower shall be

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responsible for the payment of all such costs and expenses whether or not the proposed release or assignment (as applicable) of such Release Property actually occurs;
(h)      If Lender reasonably determines that such applicable release or assignment (as applicable) pursuant to this Section 2.5.2 would be reasonably likely to adversely affect Lender’s rights, benefits or protections under the Title Insurance Policy with respect to the Properties not subject to such release or assignment (as applicable), including, without limitation, the priority of the Security Instruments and/or the incurrence of any Liens at the Properties not subject to such release or assignment (as applicable), and therefore if reasonably requested by Lender, Borrower shall deliver to Lender an endorsement to the applicable Title Insurance Policy (to the extent available in the states where the Individual Properties remaining subject to the liens of the Security Instruments are located at no material additional cost) (i) extending the effective date of such policy to the Release Date; (ii) confirming no change in the priority of the Security Instruments on the balance of the Properties (exclusive of the Release Property) or in the amount of the insurance or the coverage of the Properties (exclusive of the Release Property) under the policy; (iii) showing no Liens or survey exceptions not previously approved by Lender other than the Permitted Encumbrances or such other exceptions as may be entered into in accordance with the terms hereof; and (iv) otherwise in form and substance reasonably acceptable to Lender;
(i)      Not less than five (5) Business Days prior to the Release Date, Borrower delivers to Lender copies of approvals to the release or assignment (as applicable) executed by any Persons other than Lender holding Liens encumbering the Release Property or holding any other interest in the Release Property that would be affected by the release or assignment (as applicable), if any, if and to the extent such approval is required pursuant to the terms of any loan agreement, security instrument or other documents evidencing or securing such Lien;
(j)      If the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the release and the prepayment of principal pursuant to this Section 2.5.2 , the Loan to Value Ratio of the Properties remaining subject to the Lien of the Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the contrary in this Agreement or any other Loan Document, the outstanding principal balance of the Loan must be paid down by an amount such that the Loan to Value Ratio is no more than one hundred twenty-five percent (125%); and
(k)      If the Individual Borrower that owns the Release Property is the Individual Borrower named on the Lockbox Account or the Cash Management Account, the Borrower shall cause the account(s) to be renamed in the name of another Individual Borrower still party to the Loan Documents.
Upon the occurrence of any release in accordance with this Section 2.5.2 and provided no Event of Default shall have occurred and be continuing, Lender shall cause a portion of the funds on deposit in the Reserve Accounts equal to the unspent portion thereof allocable solely to the Release Property to be remitted to Borrower, provided, that, in no event shall amounts on deposit in the Excess Cash Flow Reserve Account be disbursed to Borrower pursuant to this paragraph.

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2.5.3      Property Substitutions .
(a)      At any time after the Closing Date, provided no Event of Default is then continuing or would result therefrom, if a Lease Sweep Period or Default exists or if Borrower anticipates that there will be a Lease Sweep Event based on written notice from a Tenant that it intends to not renew its Lease, to terminate its Lease or to go dark, Borrower may replace one of more Properties (individually, a “ Replaced Property ” and collectively, the “ Replaced Properties ”) with Substitute Properties (a “ Property Substitution ”) solely to the extent necessary to cure such Lease Sweep Period or Default, provided, in the case of each Property Substitution, the following conditions are met:
(i)      If the Property Substitution occurs after a Securitization, Borrower shall have obtained a Rating Agency Confirmation from the Rating Agencies with respect the Property Substitution;
(ii)      Borrower shall have delivered all information reasonably required by Lender to underwrite the proposed Substitute Property and Lender shall have approved the Substitute Property in its sole discretion;
(iii)      Lender shall have received current Appraisals of the Substitute Property and the Replaced Property;
(iv)      intentionally omitted;
(v)      Borrower shall have certified to Lender in an Officer’s Certificate that the Property Substitution shall not have a Material Adverse Effect;
(vi)      the acquisition of the Substitute Property shall not result in the incurrence of any Debt that is not permitted under the terms of this Agreement, the existence of any Liens on Collateral that are not Permitted Encumbrances, or otherwise cause a Default or Event of Default to occur;
(vii)      if the Loan is in a REMIC Trust, in the event that, immediately after giving effect to the Property Substitution and the prepayment of principal pursuant to this Section 2.5.3 , the Loan to Value Ratio of the Properties remaining subject to the Lien of the Loan Documents is greater than one hundred twenty-five percent (125%), notwithstanding anything to the contrary in this Agreement or any other Loan Document, (A) the outstanding principal balance of the Loan must be paid down by an amount such that the Loan to Value Ratio is no more than one hundred twenty-five percent (125%), or (B) the appraised value (excluding any personal property or going concern value) of the Substitute Property is equal to or greater than the appraised value (excluding any personal property or going concern value) of the Replaced Property;
(viii)      after giving effect to such Property Substitution (including the amount prepaid in clause (vii) , above, if applicable), the Debt Yield for the Properties shall not be

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less than the greater of (i) 11.40%, and (ii) the Debt Yield for the Properties immediately prior to such release;
(ix)      Lender shall have received reasonably satisfactory Environmental Reports and engineering reports regarding the Substitute Properties showing no structural, environmental or other issues that are not reasonably acceptable to Lender; and, if corrective measures are recommended therein, Borrower shall have deposited into the a reserve account with Lender one hundred ten percent (110%) of the amount required to fund such corrective measures;
(x)      Lender shall have received a current rent roll for the Substitute Property;
(xi)      Borrower shall deliver to Lender financial statements and operating statements with respect to the Substitute Property, each certified by Borrower’s chief financial officer, in each case for the prior three calendar years, and trailing twelve-month operating statements certified by the Chief Financial Officer of Borrower. If Borrower has audited financial statements with respect to the Substitute Property for any period during the prior three calendar years, Borrower shall deliver such audited financials to Lender;
(xii)      the applicable Individual Borrower shall have executed, acknowledged and delivered to Lender a Security Instrument with respect to each Substitute Property in form and substance of the Security Instruments delivered upon the date hereof in connection with the making of the Loan, and Borrower shall have authorized the filing (and Lender shall file) of applicable Uniform Commercial Code financing statements, in each case with such state-specific modifications as shall be reasonably recommended by counsel admitted to practice in such state and reasonably selected by Lender;
(xiii)      Lender shall have received a Title Insurance Policy in respect of the Substitute Property, listing only Permitted Encumbrances and such other exceptions as are reasonably satisfactory to Lender;
(xiv)      An Individual Borrower or a Person that has been added as a “Borrower” in connection with the Property Substitution shall own the fee interest (as opposed to the interest of a ground lessee) of each Substitute Property;
(xv)      Lender shall have received a Survey with respect to the Substitute Property showing no encroachments or other issues that are reasonably objectionable to Lender;
(xvi)      Lender shall have received evidence reasonably satisfactory to Lender that the Substitute Property is in compliance in all material respects with all applicable zoning requirements which evidence shall be in the form of a reasonably acceptable zoning endorsement to the applicable Title Insurance Policy and a zoning report from a third party consultant acceptable to Lender, and Lender shall have received a copy of all material permits for the use and operation of each Substitute Property and the certificate(s) of occupancy, if required and obtainable, for each Substitute Property;

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(xvii)      Borrower shall have delivered to Lender an Officer’s Certificate certifying that as of the date of the Property Substitution, the representations and warranties contained in Article IV are true and correct with respect to both the Individual Borrower owning the Substitute Property and the applicable Substitute Property (with any exceptions or modifications to such representations and warranties specified in an exhibit to such Officer’s Certificate which shall be reasonably acceptable to Lender);
(xviii)      Guarantor shall deliver to Lender a ratification of its obligations under the Guaranty and the Environmental Indemnity, in each case confirming that the Substitute Property will thereafter be a Property for all purposes thereunder and that the Property Substitution does not affect Guarantor’s obligations under the Guaranty and the Environmental Indemnity;
(xix)      Lender shall have received from counsel reasonably satisfactory to Lender legal opinions as to the applicable Individual Borrower, and the Loan Documents delivered in connection with the Property Substitution, that are in form and substance substantially similar to those delivered to Lender on the Closing Date, including an Additional Insolvency Opinion;
(xx)      if the Loan has been Securitized and the Securitization Vehicle is a REMIC, Lender shall have received from counsel reasonably satisfactory to Lender, an opinion that the Property Substitution does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and that the Property Substitution does not constitute a “significant modification” of the Loan under the REMIC provisions of the Code;
(xxi)      Borrower shall have requested estoppel certificates from each tenant at the Substitute Property on the form heretofore agreed by Lender or on the form set forth in each applicable tenant’s Lease and shall have delivered to Lender true and complete copies of each estoppel certificate received back from any Tenant, which shall at a minimum include estoppel certificates reasonably satisfactory to Lender from tenants comprising at least 70% of gross rental income from such Substitute Property;
(xxii)      Lender shall have received certificates of insurance (on ACORD Form 28, where available) demonstrating insurance coverage in respect of the Substitute Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set forth in Section 6.1 ;
(xxiii)      if the Property Substitution requires the addition of another “Individual Borrower” hereunder, such Person shall be a Special Purpose Entity or a recycled single-purpose entity and have executed an assumption agreement in form and substance reasonably satisfactory to Lender assuming all obligations of an Individual Borrower under the Loan Documents, and Lender shall have received (A) all documents reasonably requested by Lender relating to the existence of such new Individual Borrower and the due authorization of such new Individual Borrower to assume the obligations of an Individual Borrower and to execute and deliver the documents described in this Section, each in form and substance

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reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the new Individual Borrower, together with all amendments thereto, and certificates of good standing or existence for the new Individual Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register and (B) reports of Uniform Commercial Code, credit, tax lien, bankruptcy and judgment searches, in such jurisdictions as Lender shall request, conducted by a nationally recognized search firm with respect to the Substitute Property and such Individual Borrower and showing no liens, claims or encumbrances against such Individual Borrower or the Substitute Property that are not reasonably approved by Lender and Lender shall have otherwise received Satisfactory Search Results relating to such Person. For purposes of this clause (xxiii) , “recycled single-purpose entity” shall mean any Person that satisfies (1) the definition of a Special Purpose Entity (with such reasonable exceptions as Lender may approve relating solely to the fact that such Person is not a newly formed entity) and (2) Lender’s and the Rating Agency’s then current requirements regarding recycled single-purpose entities;
(xxiv)      Lender shall have received an Officer’s Certificate reasonably satisfactory to Lender specifying any and all Substitute Property Unfunded Obligations under Leases with respect to the Substitute Property and, shall deposit into the Unfunded Obligations Reserve Account an amount equal to one hundred percent (100%) of the amount of such Substitute Property Unfunded Obligations, which amount shall be held by Lender as additional collateral for the Loan and disbursed in accordance with Section 7.4 . Borrower shall have reaffirmed its obligation to cause all Substitute Property Unfunded Obligations to be paid and/or performed, as applicable, in accordance with the applicable Lease, Legal Requirements and this Agreement;
(xxv)      Borrower shall have reimbursed Lender for all of its reasonable out of pocket costs and expenses relating to the Property Substitution (including any fees charged by the Servicer and Rating Agencies in connection with such substitution); and
(xxvi)      If the Individual Borrower that owns the Replaced Property is the Individual Borrower named on the Lockbox Account or the Cash Management Account, the Borrower shall cause the account(s) to be renamed in the name of another Individual Borrower still party to the Loan Documents.
(b)      Borrower shall give Lender at least forty-five (45) days’ prior written notice of any Property Substitution, identifying the proposed Replaced Property or Replaced Properties, the proposed Substitute Property or Substitute Properties and the proposed date of the Property Substitution (which date may be extended provided that Borrower gives Lender reasonable prior written notice). If such Property Substitution does not occur on such date (as same may have been extended), Borrower shall pay to Lender all reasonable expenses actually incurred by Lender in connection therewith.
(c)      Upon the occurrence of any Property Substitution in accordance herewith, Lender shall execute instruments prepared by Borrower and reasonably satisfactory to Lender

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releasing and discharging each Replaced Property from the Liens of, and the applicable Individual Borrower from any obligations under, the Loan Documents subject to obligations stated to survive, and Guarantor shall be released from its obligations under the Environmental Indemnity with respect to the Replaced Property in accordance with Section 9 of the Environmental Indemnity.
(d)      Upon the occurrence of any Property Substitution in accordance with this Agreement and provided no Event of Default shall have occurred and be continuing, Lender shall cause a portion of the funds on deposit in the Reserve Accounts equal to the unspent portion thereof allocable solely to each Replaced Property to be remitted to Borrower, provided, that, in no event shall amounts on deposit in the Excess Cash Flow Reserve Account be disbursed to Borrower pursuant to this clause (d) .
Section 2.6.      Cash Management .
2.6.1      Lockbox Account . (a) Borrower shall establish and maintain a segregated Eligible Account (the “ Lockbox Account ”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender as more fully described in the Lockbox Agreement. The Lockbox Account shall be entitled “ARG FEMRGWV001, LLC et al LB FBO Column Financial, Inc. and Citi Real Estate Funding Inc. and their successors and assigns as Lender”. Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account shall be treated as a “deposit account” as such term is defined in Section 9-102 (i) of the Uniform Commercial Code of the State of New York, as amended from time to time.
(a)      Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt. Without in any way limiting the foregoing, if Borrower or Manager receives any Gross Income from Operations, including, without limitation, Rents from residential Tenants, then (i) such amounts shall be deemed to be collateral for the Debt and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower or Manager and (iii) Borrower or Manager shall deposit such amounts in the Lockbox Account within one (1) Business Day of receipt.
(b)      On each Business Day, all funds on deposit in the Lockbox Account shall be transferred to the Cash Management Account pursuant to the Cash Management Agreement. Pursuant to the Lockbox Agreement, Lockbox Bank shall transfer to the Cash Management

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Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day.
(c)      Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then on deposit in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(d)      The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(e)      Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(f)      Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.
2.6.2      Cash Management Account . (a) Borrower shall establish and maintain a segregated Eligible Account (the “ Cash Management Account ”) to be held by Cash Management Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “ARG FEMRGWV001, LLC et al CMA FBO Column Financial, Inc. and Citi Real Estate Funding Inc. and their successors and assigns as Lender”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account. Borrower shall not in any way alter or modify the Cash Management Account and shall notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account. Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Lender, Cash Management Bank or Servicer (in its capacity as administrator of the Cash Management Account) for all fees, charges, costs and expenses in connection with the Cash Management Account, including, without limitation, any monthly or annual fees or charges as may be assessed by Lender, Cash Management Bank or Servicer in connection with the administration of the Cash Management Account and the actual out-of-pocket fees and expenses of legal counsel to Lender, Cash Management Bank and Servicer as needed to enforce, protect or preserve the rights and remedies of Lender or Servicer under this Agreement with respect to the Cash Management Account.

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(a)      Provided no Event of Default shall have occurred and be continuing, on each Business Day all funds on deposit in the Cash Management Account shall be applied by Lender or Servicer (in its capacity as administrator of the Cash Management Account) to the payment of the following items in the order indicated:
(i)      First, during the continuance of a Cash Sweep Period only, payments to the Tax and Insurance Reserve Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii)      Second, payment to pay the fees and expenses of Cash Management Bank when due and payable pursuant to the Cash Management Agreement;
(iii)      Third, payment of the Monthly Debt Service Payment Amount;
(iv)      Fourth, during the continuance of a Cash Sweep Period only, payment to Borrower for payments for the monthly Cash Expenses to be paid in the period from such Payment Date through the next Payment Date (or reimbursed to Borrower for funds previously paid) in accordance with the related Approved Annual Budget, provided, that in no event shall management fees in excess of two percent (2%) be disbursed to any Affiliated Manger under this clause (iv) ;
(v)      Fifth, during the continuance of a Cash Sweep Period only, payment to Borrower for payments for Extraordinary Expenses reasonably approved by Lender, if any;
(vi)      Sixth, during the continuance of a Cash Sweep Period only, payment to the Replacement Reserve Account of the Replacement Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.3 hereof;
(vii)      Seventh, during the continuance of a Cash Sweep Period only, payment to the Rollover Reserve Account of the Rollover Reserve Monthly Deposit as required by and in accordance with the terms and conditions of Section 7.4 hereof;
(viii)      Eighth, during the continuance of a Cash Sweep Period only, payment to Lender of any other amounts then due and payable under the Loan Documents;
(ix)      Lastly, (A) during the continuance of a Cash Sweep Period only (whether or not a Lease Sweep Period exists), payment to the Excess Cash Flow Reserve Account of any excess amounts after the payment of items  (i) through (viii) above (“ Excess Cash Flow ”) to be held in accordance with the terms and conditions hereof, (B) provided no Cash Sweep Period exists, during the continuance of a Lease Sweep Period only, (1) first, an amount equal to all cash flow attributable to any Lease which caused the Lease Sweep Event (or, for the avoidance of doubt, would have caused a Lease Sweep Period to commence if a Lease Sweep Period did not already exist) shall be deposited into the Rollover Reserve Account and (2) second, to Borrower, or (C) provided no Cash Sweep Period or Lease Sweep Period exists, to Borrower.

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(b)      The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments (unless due to Lender’s or Servicer’s gross negligence or willful misconduct), as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(c)      All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(d)      Borrower hereby agrees that Lender or Cash Management Bank may establish additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents.
2.6.3      Payments Received Under the Cash Management Agreement . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the payment of the Monthly Debt Service Payment Amount and amounts required to be deposited in or paid from such Reserve Accounts, if any, shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy such obligations pursuant to this Agreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender or Cash Management Bank.
Section 2.7.      Withholding Taxes; Gross Up . Any and all payments by Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income, and franchise taxes imposed on Lender by the law or regulation of any Governmental Authority (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to in this Section 2.7 as “ Applicable Taxes ”). If Borrower shall be required by law to deduct any Applicable Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (a) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.7 ), Lender receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions and (c) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Payments pursuant to this Section 2.7 shall be made within ten (10) days after the date Lender makes written demand therefor.
III.      INTENTIONALLY OMITTED
IV.      REPRESENTATIONS AND WARRANTIES

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Section 4.1.      Borrower Representations . Each Individual Borrower represents and warrants as of the date hereof as to itself and the applicable Individual Property (and each reference to Borrower below in this Section 4.1 shall be to each Individual Borrower) that:
4.1.1      Organization . Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the related Individual Property and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Each Individual Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its interest in the applicable Individual Property and to transact the businesses in which it is now engaged, and the sole business of such Individual Borrower is the ownership of its interest in, management and operation of the related Individual Property. The direct and indirect ownership interests in each Individual Borrower are as set forth on the organizational chart attached hereto as Schedule III . Each Individual Borrower (a) has complied in all respects with its certificate of incorporation, bylaws, limited partnership agreement, articles of organization and limited liability company operating agreement, as applicable; (b) has maintained complete books and records and bank accounts separate from those of its Affiliates; (c) has obeyed all formalities required to maintain its status as, and at all times has held itself out to the public as, a legal entity separate and distinct from any other entity (including, but not limited to, any Affiliate thereof); and (d) has all requisite power and authority to conduct its business and to own its interest in the applicable property, as now conducted or owned, and as contemplated by this Agreement, including, without limitation, the power and authority to do business in the State. Its signatory hereto has all necessary power, authority and legal right to execute this Agreement, the Notes and the other Loan Documents on behalf of such Individual Borrower.
4.1.2      Proceedings . Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
4.1.3      No Conflicts . The execution, delivery and performance by each Individual Borrower of this Agreement and the other Loan Documents to which it is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any court or any such Governmental Authority required for the execution, delivery and performance by Borrower of this

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Agreement or any other Loan Documents to which it is a party has been obtained and is in full force and effect.
4.1.4      Litigation . There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Borrower, Guarantor or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Guarantor or any Individual Property, might result in a Material Adverse Effect.
4.1.5      Agreements . Borrower is not a party to any agreement or instrument or subject to any restriction for which a default or violation by Borrower is reasonably likely to result in a Material Adverse Effect. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any Individual Property is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Properties are otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (w) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) obligations under or expressly permitted by the Loan Documents or (c) obligations being repaid as of the date hereof.
4.1.6      Title . Each Individual Borrower has fee simple title to the real property comprising its applicable Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property (as currently used) or Borrower’s ability to repay the Loan. The Security Instruments, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the applicable Individual Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. There are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents.
4.1.7      Solvency . Each Individual Borrower has (a) not entered into this transaction or executed the Notes, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. After giving effect to the Loan, the fair saleable value of each Individual Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed such Individual Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Individual Borrower’s assets is and will, immediately following the making of the Loan, be greater than such Individual

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Borrower’s probable liabilities immediately following the making of the Loan. Each of such Individual Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower in the last seven (7) years, and neither Borrower nor Guarantor in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor Guarantor are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or Guarantor.
4.1.8      Full and Accurate Disclosure . No statement of fact made by or on behalf of Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which is reasonably likely to result in a Material Adverse Effect.
4.1.9      No Plan Assets . (a) Each of Borrower, Guarantor and their ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable law relating to any Plans and the regulations and published interpretations thereunder. Neither Borrower nor Guarantor has incurred or reasonably expects to incur any liability for a Prohibited Transaction (as such term is defined in Section 406 of ERISA or Section 4975 of the Code). No ERISA Event or termination of any Plan has occurred in the past six (6) years or is reasonably expected to occur and no notice of termination has been filed in the past six (6) years by or with the PBGC with respect to any Plan established or maintained by Borrower, Guarantor or any ERISA Affiliate. Neither Borrower, Guarantor nor any ERISA Affiliate is or was a party to any Multiemployer Plan other than a CBA Multiemployer Plan. With respect to each Foreign Benefit Arrangement and with respect to each Foreign Plan, (i) any employer and employee contributions required by law or by the terms of any Foreign Benefit Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices, (ii) the fair market value of the assets of each funded Foreign Plan or the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles, and (iii) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.
(a)      Neither Borrower nor Guarantor is, and neither shall become an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA) of an employee benefit plan (as defined in Section 3(3) of ERISA) which

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is subject to Title I of ERISA or any plan (within the meaning of and subject to Section 4975 of the Code). Neither Borrower nor Guarantor is a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Borrower or Guarantor are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to Section 406 of ERISA or Section 4975 of the Code (“ Similar Law ”). The execution of this Agreement, the making of the Loan and the other transactions contemplated by the Loan Documents, including but not limited to the exercise by Lender of its rights under the Loan Documents, are not and will not give rise to an unexempt Prohibited Transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code, and are not prohibited or otherwise restricted by Similar Law.
4.1.10      Compliance . Except as disclosed in the Zoning Reports, Borrower and the Properties (including the Improvements) and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws to the extent applicable. The Individual Properties located at 3990 Rogerdale Road, Houston, Texas and 10771 Westpark Drive, Houston, TX have all certificates of occupancy required under all applicable Legal Requirements for the use and occupancy of the buildings located on such Individual Properties. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by Borrower any act or omission affording any Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents to which it is a party. On the Closing Date, the Improvements at each Individual Property were in material compliance with Legal Requirements.
4.1.11      Financial Information . All financial data with respect to Borrower, the Properties and Guarantor that have been delivered to Lender in connection with the Loan (a) are true, complete and correct in all material respects, (b) accurately represent the financial condition of Borrower, Guarantor and the Properties, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower or Guarantor from that set forth in said financial statements.
4.1.12      Condemnation . No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

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4.1.13      Federal Reserve Regulations . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.
4.1.14      Utilities and Public Access . Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the related Title Insurance Policy. All roads necessary for the use of each Individual Property for its current respective purpose have been completed and dedicated to public use and accepted by all Governmental Authorities.
4.1.15      Not a Foreign Person . Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.
4.1.16      Separate Lots . Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.
4.1.17      Assessments . To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.
4.1.18      Enforceability . The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.
4.1.19      No Prior Assignment . There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.
4.1.20      Insurance . Borrower has obtained and has delivered to Lender acceptable evidence of insurance with premiums paid as due and current thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policy that affect the coverage provided under such policies or the premiums payable therefor, and

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neither Borrower nor, to Borrower’s knowledge, any other Person, has done, by act or omission, anything which would impair the coverage of any such Policies.
4.1.21      Use of Property . Each Individual Property is used exclusively in accordance with Legal Requirements.
4.1.22      Certificate of Occupancy; Licenses . All certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of each Individual Property for its current use (collectively, the “ Licenses ”), have been obtained and are in full force and effect. Borrower shall keep and maintain all Licenses necessary for the operation of each Individual Property for its current use. The use being made of each Individual Property is in conformity with the certificate of occupancy issued for such Individual Property.
4.1.23      Flood Zone . None of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to such Individual Property.
4.1.24      Physical Condition . Except as disclosed in the Zoning Reports or the Physical Condition Reports and to Borrower’s knowledge, each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.
4.1.25      Boundaries . Except as otherwise shown on the Survey, all of the improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon any Individual Property, and no easements or other encumbrances upon any Individual Property encroach upon any of the Improvements, so as to affect the value or marketability of the applicable Property except those which are insured against by the applicable Title Insurance Policy.
4.1.26      Leases . The Properties are not subject to any Leases other than the Leases described in the rent roll attached hereto as Schedule II and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. The copies of the Leases and any related guaranty (including all amendments thereto) delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or

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subleases permitted thereunder. The current Leases are in full force and effect and Landlord has not delivered notice of default to any Tenant that remains outstanding beyond the expiration of all notice and cure periods thereunder by either party. No Rent has been paid more than one (1) month in advance of its due date other than first month’s Rent and any security deposit. All security deposits are held by Borrower in accordance with applicable law. Except for any tenant improvement, rent concessions, rebates, leasing commissions or other payments, credits, allowances or abatements previously disclosed to Lender in writing, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge by Borrower of Borrower’s interest in any Lease or of the Rents received therein which is still in effect. Except as set forth on Schedule XVI , no Tenant listed on Schedule II has assigned its Lease or sublet all or any portion of the premises demised thereby, and no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part.
4.1.27      Survey . To Borrower’s knowledge, the Survey for each Individual Property delivered to Lender in connection with this Agreement does not fail to reflect any material matter affecting such Individual Property or the title thereto.
4.1.28      Principal Place of Business; State of Organization . Borrower’s principal place of business as of the date hereof is the address set forth in the introductory paragraph of this Agreement. Each Individual Borrower is organized under the laws of the state of Delaware.
4.1.29      Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements in connection with the recording of the Security Instruments have been paid or will be paid in connection with the recording of the Security Instruments. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instruments, have been paid or will be paid in connection with the recording of the Security Instruments.
4.1.30      Special Purpose Entity/Separateness . (a) At all times on and after the date hereof and until such time as the Debt shall be repaid in full or any Individual Borrower is released from its obligations hereunder, each Individual Borrower hereby represents, warrants and covenants that each Individual Borrower is and shall continue to be a Special Purpose Entity. In furtherance of and without limiting the foregoing, at all times on and after the date hereof and until such time as the Debt shall be repaid in full, each Individual Borrower shall be and shall continue to be a single-member limited liability company, and no Individual Borrower shall change its organizational state of formation or its organizational entity type without Lender’s prior written consent, which consent may be withheld in Lender’s sole discretion.

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(a)      Any and all of the stated facts and assumptions made in any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and Borrower will have complied and will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion. Each entity other than Borrower with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein. Each entity other than Borrower with respect to which stated facts or any assumption shall be made in the Insolvency Opinion or any Additional Insolvency Opinion will have complied and will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion or Additional Insolvency Opinion.
(b)      Each Individual Borrower covenants and agrees such Individual Borrower shall provide Lender with ten (10) Business Days’ prior written notice prior to the removal of an Independent Director of such Individual Borrower.
(c)      Each Individual Borrower hereby represents that any amendment or restatement of any of its organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time.
(d)      Each Individual Borrower hereby represents that from the date of its formation to the date hereof:
(i)      its business has been limited solely to (A) acquiring, owning, holding, leasing, financing, operating and managing the related Individual Property, (B) entering into financings and refinancings of the related Individual Property and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing;
(ii)      it has not engaged in any business other than as set forth in clause (i) above;
(iii)      it has not entered into any contract or agreement with any of its Affiliates, constituents or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings;
(iv)      it has not (A) made any loans or other extensions of credit to any Person or (B) acquired or held evidence of indebtedness issued by any other Person, in either such case, other than (1) extensions of credit such as security deposits made in the ordinary course of business relating to the ownership and operation of the related Individual Property made to a Person that is not an Affiliate of or subject to common ownership with such Person or

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(2) cash and investment-grade securities issued by a Person that is not an Affiliate of or subject to common Control or ownership with such Person;
(v)      it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof;
(vi)      it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises;
(vii)      it has complied with the provisions of subsection (n) of the definition of “Special Purpose Entity”;
(viii)      it has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other constituents or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing), has corrected any known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or any of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks;
(ix)      it has not commingled its assets with those of any other Person other than co-borrowers and Guarantor and has held all of its assets in its own name;
(x)      it has not guaranteed or become obligated for the debts of any other Person that are still outstanding other than with respect to the Loan and has not held itself out as being responsible for the debts or obligations of any other Person;
(xi)      it has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or any of its constituents or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing;
(xii)      it has not granted a security interest or Lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person other than with respect to loans secured by the related Individual Property, and no such security interest, Lien, pledge or other encumbrance remains outstanding;
(xiii)      it has maintained adequate capital in light of its contemplated business operations;
(xiv)      it has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds;
(xv)      it has not owned any subsidiary or any equity interest in any other Person;

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(xvi)      it has not made loans to any other Person that have not been released or discharged nor has it bought or held evidence of indebtedness issued by any other Person;
(xvii)      it has not incurred any Indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents;
(xviii)      it is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full;
(xix)      it has no material contingent or actual obligations not related to the related Individual Property;
(xx)      it is and has since its formation been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business;
(xxi)      it has not had any of its obligations guaranteed by an Affiliate except for guarantees that have been either released or discharged (or that will be released or discharged as a result of the closing of the Loan) or otherwise given in connection with the Loan;
(xxii)      none of the Tenants holding leasehold interests with respect to the related Individual Property is Affiliated with it;
(xxiii)      has no judgments or Liens of any nature against it except for tax liens not yet delinquent as set forth in the Title Insurance Policy and mechanics and materialmen’s liens that have been satisfied on or before the date hereof;
(xxiv)      is in compliance in all material respects with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all material permits necessary for it to operate;
(xxv)      is not involved in any material dispute with any taxing authority;
(xxvi)      has paid all taxes which it owes except as permitted pursuant to this Agreement; and
(xxvii)      has never transferred assets between itself, on one hand, and Guarantor or REIT, on the other hand, without fair consideration or with the intent to hinder, delay or defraud its creditors or the creditors of Guarantor or REIT.
4.1.31      Management Agreement . The Management Agreements are in full force and effect and there are no defaults thereunder by any party thereto beyond expiration of all applicable notice and cure periods. The Management Agreements were entered into on commercially reasonable terms.

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4.1.32      Illegal Activity . No portion of any Individual Property has been or will be purchased with proceeds of any illegal activity.
4.1.33      No Change in Facts or Circumstances; Disclosure . All information submitted by or on behalf of Borrower to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule II ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. To Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that is reasonably expected to have a Material Adverse Effect. Borrower and Guarantor have disclosed to Lender all material facts with respect to Borrower, Guarantor and the Properties and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.
4.1.34      Investment Company Act . Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 2005, as amended, or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.
4.1.35      Embargoed Person . As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person, (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. Notwithstanding the foregoing, the representations in this Section 4.1.35 with respect to the direct or indirect owners of Guarantor are limited to Borrower’s knowledge solely as it applies to direct or indirect holders of publicly traded shares in REIT that constitute less than 5% of the equity interests in REIT.
4.1.36      Environmental Representations and Warranties . Except as otherwise disclosed by the Environmental Reports, (a) there are no Hazardous Substances or underground storage tanks in, on, or under any Individual Property, except those that are in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required under Environmental Law); (b) to Borrower’s knowledge, there are no past, present or threatened Releases of Hazardous Substances in, on, under or from any Individual Property which has not been remediated in all material respects in accordance with Environmental

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Law; (c) to Borrower’s knowledge, there is no threat of any Release of Hazardous Substances migrating to any Individual Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any Individual Property which has not been remediated in all material respects in accordance with Environmental Law; (e) Borrower does not know of, and has not received, any written communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Substances or Remediation thereof, of possible liability pursuant to any Environmental Law, other environmental conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) Borrower has truthfully and fully disclosed to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Properties that is known to Borrower and has provided to Lender all information that is contained in Borrower’s files and records, including, but not limited to, any reports relating to Hazardous Substances in, on, under or from the Properties and/or to the environmental condition of the Properties.
4.1.37      Lockbox Account and Cash Management Account . (a) Other than in connection with the Loan Documents, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and Cash Management Account;
(a)      Each of the Lockbox Account and Cash Management Account constitutes “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York;
(b)      The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to the Lockbox Bank and Cash Management Bank complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender.
(c)      The Properties are not subject to any cash management system (other than pursuant to the Loan Documents), and any and all existing tenant instruction letters issued in connection with any previous financing have been duly terminated prior to the date hereof.
4.1.38      Intentionally Omitted .
4.1.39      Intentionally Omitted .
4.1.40      Intentionally Omitted .
4.1.41      Inventory . Borrower does not own any Equipment or Personal Property.
Section 4.2.      Survival of Representations . Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as the Debt remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by

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Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.
V.      BORROWER COVENANTS
Section 5.1.      Affirmative Covenants . From the date hereof and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Security Instruments encumbering the Properties (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, each Individual Borrower hereby covenants and agrees with Lender that:
5.1.1      Existence; Compliance with Legal Requirements . Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower and the Properties, including, without limitation, Prescribed Laws, building and zoning codes and certificates of occupancy. With respect to the Properties operating under a temporary certificate of occupancy, Borrower shall preserve, renew and keep in full force and effect the temporary certificate of occupancy in accordance with Legal Requirements applicable to the Property subject to such temporary certificate of occupancy and shall use reasonable efforts in the ordinary course of Borrower’s business to obtain a permanent certificate of occupancy for such Property. In the event Borrower receives a permanent certificate of occupancy, Borrower shall promptly deliver to Lender such permanent certificate of occupancy. There shall never be committed by Borrower and Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties to commit any act or omission affording any Governmental Authority the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Loan Documents. Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (a) no Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement applicable to such party; (e) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower and any Individual

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Property; and (f) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost. Borrower shall operate each Individual Property in accordance with the terms and provisions of each O&M Program, if any. Borrower shall keep and maintain all Licenses necessary for the operation of the Property for its approved use in all material respects.
5.1.2      Taxes and Other Charges . Each Individual Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against its applicable Individual Property or any part thereof as the same become due and payable; provided , however , during a Cash Sweep Period or at any other time there are funds in the Tax and Insurance Reserve Account, each Individual Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent provided, however , Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to ensure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is finally established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any applicable Security Instrument being primed by any related Lien.

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5.1.3      Litigation . Each Individual Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against such party or Guarantor which would be reasonably likely to result in a Material Adverse Effect.
5.1.4      Access to Properties . Each Individual Borrower shall permit agents, representatives and employees of Lender to inspect its Individual Property or any part thereof at reasonable hours upon reasonable advance notice.
5.1.5      Notice of Default . Each Individual Borrower shall promptly advise Lender of any material adverse change in its or Guarantor’s financial condition or of the occurrence of any Default or Event of Default of which Borrower has knowledge.
5.1.6      Cooperate in Legal Proceedings . Each Individual Borrower shall reasonably cooperate with Lender with respect to any proceedings before any court, board or other Governmental Authority against such party which may materially affect the rights of Lender hereunder or under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.
5.1.7      Perform Loan Documents . Each Individual Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses applicable to it to the extent required under the Loan Documents executed and delivered by, such party.
5.1.8      Award and Insurance Benefits . Subject to the other provisions of this Agreement, each Individual Borrower shall reasonably cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with its applicable Individual Property, and Lender shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection therewith (including attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.
5.1.9      Further Assurances . Each Individual Borrower shall, at its sole cost and expense:
(a)      furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by such party pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;
(b)      execute and deliver to Lender such documents, instruments, certificates, assignments and other writings as may be reasonably necessary or desirable, to preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

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(c)      do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of any Note or any other Loan Document which is not of public record, in form and substance reasonably acceptable to Borrower and Lender, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other applicable Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other applicable Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.
5.1.10      Mortgage Taxes . Borrower shall upon recordation of the Security Instruments pay all state, county and municipal recording and all other taxes imposed upon the recordation of the Security Instruments.
5.1.11      Financial Reporting . (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or, upon the request of Borrower, such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting the respective financial affairs of Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.
(a)      Borrower shall furnish to Lender annually, within one hundred five (105) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements prepared by Borrower in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis as well as each Individual Property for such Fiscal Year and containing statements of profit and loss for Borrower and the applicable Properties and a balance sheet for Borrower. In addition to the foregoing, Borrower shall provide on an Individual Property basis statements setting forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations and Operating Expenses for its Properties. Borrower’s annual financial statements shall be accompanied by an Officer’s Certificate certifying that each annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Properties being reported upon and that such financial statements have been prepared in accordance with GAAP and as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

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(b)      Each Individual Borrower shall furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each calendar quarter the following items, accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the applicable Properties on a combined basis as well as each Individual Property (subject to normal year-end adjustments), as applicable: (i) a rent roll for the subject quarter; (ii) quarterly and year-to-date operating statements (including a statement of Capital Expenditures) prepared by Borrower for each calendar quarter, noting Net Cash Flow, Net Operating Income, Gross Income from Operations, and Operating Expenses (not including any contributions to the Replacement Reserve Account and the Rollover Reserve Account), and, upon Lender’s reasonable request, other information necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such calendar quarter to the extent such other information reasonably requested by Lender is in Borrower’s possession or is available to or obtainable by Borrower using commercially reasonable efforts, and containing a comparison of budgeted income and expenses and the actual income and expenses; and (iii) a calculation reflecting the Debt Yield as of the last day of such calendar quarter, subject to verification by Lender. In addition, each Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate.
(c)      In addition, prior to a Securitization, or during the continuance of a Cash Sweep Period or Event of Default, on or before thirty (30) days after the end of each calendar month (other than with respect to January or the last calendar month of any quarter), Borrower also will furnish, or cause to be furnished, to Lender the following items accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the applicable Properties on a combined basis as well as each Individual Property, as applicable: (i) a rent roll for the subject month; and (ii) monthly and year-to-date operating statements (including a statement of Capital Expenditures) prepared for such calendar month, noting Net Cash Flow, Net Operating Income, Gross Income from Operations, all Operating Expenses (not including any contributions to the Replacement Reserve Account and the Rollover Reserve Account), and, upon Lender’s reasonable request, other information necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such calendar month to the extent such other information reasonably requested by Lender is in Borrower’s possession or is available to or obtainable by Borrower using commercially reasonable efforts, and containing a comparison of budgeted income and expenses and the actual income and expenses and specific detail on Rents for such calendar month.
(d)      For each Fiscal Year, Borrower shall submit to Lender an Annual Budget not later than ninety (90) days after the end of the prior Fiscal Year in form provided to Lender in connection with the underwriting for the Loan or otherwise reasonably satisfactory to Lender. The Annual Budget shall be subject to Lender’s prior written reasonable approval (each such Annual Budget, an “ Approved Annual Budget ”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the

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same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget which requires the approval of Lender hereunder, the most recently Approved Annual Budget shall apply; provided , that such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses.
(e)      In the event that, Borrower will incur an extraordinary Operating Expense or Capital Expenditure not set forth in the Approved Annual Budget (each, an “ Extraordinary Expense ”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which may be given or denied in Lender’s reasonable discretion.
(f)      If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial statements, financial, statistical or operating information or other information as Lender shall determine necessary or appropriate (including items required if the Securitization is offered publicly) pursuant to Regulation AB under the Securities Act, or the Exchange Act, or any amendment, modification or replacement thereto) or required by any other legal requirements, in each case, in connection with any private placement memorandum, prospectus or other disclosure documents or materials or any filing pursuant to the Exchange Act in connection with the Securitization.
(g)      Borrower shall furnish to Lender, within ten (10) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the applicable Properties and its financial affairs as may be reasonably requested by Lender.
(h)      Borrower shall furnish to Lender, within ten (10) Business Days after Lender’s request (or as soon thereafter as may be reasonably possible), financial and sales information from any tenant designated by Lender (to the extent such financial and sales information is required to be provided under the applicable Lease and same is received by Borrower after request therefor).
(i)      So long as substantially all of REIT’s business is conducted through Guarantor and substantially all of REIT’s assets and liabilities are held by Guarantor, Borrower will furnish to Lender annually, within one hundred five (105) days following the end of each Fiscal Year of REIT, financial statements of REIT audited by an independent certified public accountant, which shall include an annual balance sheet and profit and loss statement of Global Net Lease, Inc., in the form reasonably required by Lender, and (b) quarterly, within sixty (60) days following the end of each calendar quarter, unaudited financial statements of REIT, in the form reasonably required by Lender.  If substantially all of REIT’s business is no longer conducted through Guarantor or substantially all of REIT’s assets and liabilities are not held by Guarantor, Borrower shall furnish audited annual financial statements and unaudited quarterly financial statements of Guarantor in lieu of the financial statements of REIT in accordance with the preceding sentence.

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(j)      Borrower shall furnish to Lender prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of the Properties including, but not limited to, any termination of a Major Lease and any termination or cancellation of terrorism or other insurance required by the Loan Documents.
(k)      Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) via email with report files in electronic form of Microsoft Word, Microsoft Excel or .pdf format, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Borrower agrees that Lender may disclose information regarding the Properties and Borrower that is provided to Lender pursuant to this Section in connection with the Securitization to such parties requesting such information in connection with such Securitization.
5.1.12      Business and Operations . Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.
5.1.13      Title to the Properties . Borrower will warrant and defend (a) the fee title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Security Instruments and Assignment of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and expenses) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.
5.1.14      Costs of Enforcement . In the event (a) that any Security Instrument encumbering any Individual Property is foreclosed in whole or in part or that any Security Instrument is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage encumbering any Individual Property prior to or subsequent to any Security Instrument covering any Individual Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Guarantor or an assignment by Borrower or Guarantor for the benefit of its creditors, Borrower, on behalf of itself and its successors or assigns, agrees to be chargeable with and to pay all costs of collection and defense, including attorneys’ fees and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.
5.1.15      Estoppel Statement . (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth, to Borrower’s knowledge, (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest

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and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower and (vi) that the Notes, this Agreement, the Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.
(a)      Borrower shall use commercially reasonable efforts to deliver to Lender upon request, tenant estoppel certificates from each commercial Tenant leasing space at the Properties in form and substance provided in connection with the closing of the Loan, or consistent with the terms of the applicable Lease, or otherwise reasonably satisfactory to Lender; provided that, absent an Event of Default, Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.
5.1.16      Loan Proceeds . Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4 .
5.1.17      Performance by Borrower . Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior consent of Lender.
5.1.18      Confirmation of Representations . Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions modified if required to reflect such matters as of the date of such certificate in form and substance reasonably satisfactory to Lender, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower and Guarantor as of the date of the Securitization.
5.1.19      Environmental Covenants . (a) Borrower covenants and agrees that: (i) all uses and operations on or of the Properties, whether by Borrower or any other Person, shall be in material compliance with all Environmental Laws and permits issued pursuant thereto; (ii) there shall be no Releases of Hazardous Substances in, on, under or from the Properties; (iii) there shall be no Hazardous Substances in, on, or under the Properties, except those that are in compliance with all Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required by Environmental Law); (iv) Borrower shall keep the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower any other Person (the “ Environmental Liens ”); (v) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to subsection (b) below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vi) Borrower shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with an Individual Property, pursuant to any reasonable written request of Lender made in the event that Lender reasonably believes that an environmental hazard exists on such Individual Property (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas), and share with Lender the reports

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and other results thereof, and Lender shall be entitled to rely on such reports and other results thereof; (vii) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender made in the event that Lender reasonably believes that an environmental hazard exists on any Individual Property and shall (A) reasonably effectuate Remediation of any condition (including but not limited to a Release of a Hazardous Substance) in, on, under or from such Individual Property to the extent required by applicable Environmental Law; (B) comply with any Environmental Law; (C) comply with any directive from any Governmental Authority to the extent required to comply with applicable Environmental Law; and (D) take any other reasonable action necessary or appropriate for protection of human health or the environment; (viii) Borrower shall not do or knowingly allow any Tenant or other user of any Individual Property to do any act that materially increases the dangers to human health (as it relates to Releases or exposure to Hazardous Substances) or the environment from Hazardous Substances, poses an unreasonable risk of harm to any Person (whether on or off such Individual Property) due to a Release or exposure to Hazardous Substances, is reasonably likely to result in a Material Adverse Effect, or would result in a violation of applicable Environmental Laws; and (ix) Borrower shall immediately notify Lender in writing when Borrower becomes aware of (A) any presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards any Individual Property; (B) any non-compliance with any Environmental Laws related in any way to any Individual Property; (C) any actual or threatened Environmental Lien on an Individual Property; (D) any required or proposed Remediation of environmental conditions relating to its applicable Individual Property; and (E) any written notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a governmental entity) asserting the existence of, or identifying Hazardous Substances on, any Individual Property in violation of applicable Environmental Law or as had or would reasonably be expected to result in liability pursuant to any Environmental Law in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section.
(a)      In the event that Lender reasonably believes that an environmental hazard exists on any Individual Property that may, in Lender’s sole discretion, endanger any Tenants or other occupants of such Individual Property or its guests or the general public or is reasonably likely to materially and adversely affect the value of such Individual Property, upon reasonable notice from Lender, Borrower shall, at its expense, promptly cause an engineer or consultant reasonably satisfactory to Lender to conduct an environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably requested by Lender and promptly deliver the results of any such assessment, audit, sampling or other testing; provided , however , if such results are not delivered to Lender within a reasonable period, if an Event of Default has occurred and is continuing, or if Lender reasonably believes that an environmental hazard exists on such Individual Property that, in Lender’s sole judgment, endangers any Tenant or other occupant of such Individual Property or its guests or the general public or is reasonably likely to result in a Material Adverse Effect, upon reasonable notice to Borrower, Lender and any other Person designated by Lender, including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times to assess any and all aspects of the environmental condition of such Individual Property

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and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lender’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Borrower shall cooperate with and provide Lender and any such Person designated by Lender with access to such Individual Property.
(b)      With respect to the Individual Properties located at 3990 Rogerdale Road, Houston, Texas and 10771 Westpark Drive, Houston, TX, Borrower shall comply, and shall cause the Tenant(s) occupying such Individual Properties to comply, with all requirements of the Texas Commission on Environmental Quality’s (TCEQ) rules and regulations with respect to limitation of the use of such Individual Property for industrial or commercial purposes.
(c)      With respect to the Individual Property located at 1902 West Sample Street, South Bend, Indiana, pursuant to the Indiana Department of Environmental Management Comfort Letter, dated September 18, 2012, Borrower shall take “due care” with respect to on-site contamination  and shall comply, and cause the Tenant(s) occupying such Individual Property to comply, with all terms and conditions of (i) the Environmental Restrictive Covenant, dated as of August 20, 2009 (the “ ERC ”) and recorded with the St. Joseph's County Recorder's Office as Instrument No. 0929769, and (ii) the Certificate of Completion of the Voluntary Remediation Program (VRP), dated February 28, 2011, which contains the institutional controls and land use restrictions for such Individual Property as per the ERC and was recorded on the deed for such Individual Property.
(d)      With respect to the Individual Property located at 2 Giralda Farms, Madison, New Jersey, Borrower shall comply, and shall cause the Tenant(s) occupying such Individual Property to comply, with the use restriction imposed by the New Jersey Department of Environmental Protection (the “ NJDEP ”) on August 3, 1994 in its closure of a groundwater contamination incident at such Individual Property with a status of “No Further Action Class A with Restricted Use”, limiting the use of such Individual Property to non-residential use.
(e)      With respect to the Individual Property located at 100 College Road West, Princeton, New Jersey, Borrower shall comply, and shall cause the Tenant(s) occupying such Individual Property to comply with, the terms and conditions of (i) the Deed Notice, recorded in Deed Book 4700, page 832 and (ii) the Deed Notice recorded in Deed Book 4700, page 850, including the limitation of the site use to non-residential use and submission of the required biennial reporting to the NJDEP.
5.1.20      O&M Program . Borrower hereby represents and warrants that Borrower has delivered to Lender on or prior to the Closing Date a true and complete copy of each O&M Program for any Individual Property for which the applicable Environmental Report recommended having an O&M Program, and (b) Borrower has as of the date hereof complied in all respects with each O&M Program. Borrower hereby covenants and agrees that, during the term of the Loan, including any extension or renewal thereof, Borrower shall comply in all respects with the terms and conditions of each O&M Program.

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5.1.21      Leasing Matters . All (a) Major Leases executed after the date hereof, (b) amendments, modifications, renewals or extensions (except to the extent such extension is as-of-right in such Major Lease) of any Major Lease and (c) terminations (other than in connection with a default by a Tenant in the payment of base rent or other material rent which continues for ninety (90) days or longer) or any acceptance of a surrender (other than a surrender by the Tenant which is expressly permitted as a unilateral act of such Tenant by any Major Lease) of any Major Lease, shall in each case be subject to the prior written approval by Lender, which approval, absent the existence of an Event of Default, shall not be unreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of all Leases. Security deposits of Tenants under all Leases shall be held in compliance in all material respects with Legal Requirements and any provisions in Leases relating thereto. Such security deposits may be commingled with other accounts of Borrower if and to the extent permitted by applicable law, provided that Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants and shall provide such information to Lender upon written request thereof. Upon the occurrence of a monetary Event of Default and acceleration of the Loan, Borrower shall, upon Lender’s request and subject to applicable Legal Requirements, deposit with Lender the security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any bonds or other instruments held by Borrower in lieu of cash security (including, without limitation, letters of credit), that Borrower had not returned to the applicable Tenants or applied in accordance with the express terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds). Except as otherwise expressly provided in the Lease, all renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates and be entered into as a result of arm’s-length negotiations upon commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Security Instruments encumbering the applicable Individual Property and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Borrower shall (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a tenant of any Leases shall be permitted unless by reason of a tenant’s material default or except as expressly permitted by a Tenant pursuant to the terms of the applicable Lease; (iii) not collect any of the rents more than one (1) month in advance (other than first month’s Rent or security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents. Lender shall have the right to require, at Borrower’s sole cost and expense, each new Tenant under any Major Lease to execute and deliver to Lender a subordination, non-disturbance of possession and attornment agreement in form, content and manner of execution reasonably acceptable to Lender and such Tenant and the applicable Individual Borrower shall use commercially reasonable efforts to obtain the same from the applicable Tenant. In the event that (A) Borrower has delivered to Lender a written request for Lender’s approval of a Lease or other leasing matter requiring Lender consent under this Section 5.1.21 together with a summary of the business terms

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of such Lease or other leasing matter and any documents or information required to be provided by Borrower under the Loan Documents in connection with Lender’s review of the proposed matter, by a method which provides evidence of delivery, (B) Lender has failed to respond to such request within ten (10) Business Days after Lender’s receipt of such request and supporting documents, and (C) Borrower has delivered to Lender by such method a second copy of such request with such supporting documents and information required above, then, if Lender has failed to respond to such second request within five (5) Business Days after Lender’s receipt of such second request and such supporting documents and information, such request shall be deemed approved; provided that each such request included a legend prominently displayed at the top of the first page thereof in solid capital letters in bold face type of a font size not less than fourteen (14) as follows: “WARNING: IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN [TEN (10)/FIVE (5)] BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” Borrower shall reimburse Lender for Lender’s reasonable out-of-pocket costs and expenses incurred by Lender in connection with such leasing matter.
5.1.22      Alterations . Subject to this Section 5.1.22 , Borrower shall obtain Lender’s prior consent to any alterations by Borrower to any Improvements, which consent shall not be unreasonably withheld, except with respect to alterations that may have a Material Adverse Effect, in which case Lender’s consent shall be in Lender’s sole discretion. Lender’s consent shall not be required in connection with any alterations (a) to be undertaken by a Tenant and for which Borrower does not have approval rights under the applicable Lease, (b) that will not have a Material Adverse Effect and do not affect the structural integrity of the Improvements, or (c) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at an Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases or otherwise undertaken pursuant to the express terms of a Lease) shall at any time exceed the Alteration Threshold, then, in either case, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) U.S. Obligations, (iii) other securities having a rating acceptable to Lender and that, at Lender’s option, the Rating Agencies have provided a Rating Agency Confirmation with respect to, or (iv) a Letter of Credit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases or otherwise undertaken pursuant to the express terms of a Lease) over the Alteration Threshold and Lender shall make such funds available to Borrower up to one time per month on a progress payment basis to pay for such alterations upon satisfaction of customary disbursement requirements and, promptly upon completion of such alterations, shall deliver any remaining funds then being held by Lender to Borrower. Notwithstanding anything to the contrary contained herein, Borrower shall obtain Lender’s prior consent prior to the commencement of construction of a building on any portion of the 70.99 acre parcel of land shown on Exhibit B attached hereto which constitutes a portion of the Individual Property located at 1902 West Sample Street, South Bend, Indiana.

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5.1.23      Operation of Property . 5.1.24 Borrower shall cause those Individual Properties subject to a Management Agreement as of the date hereof to be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) as applicable. In the event that any such Management Agreement expires or is terminated, Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable.
(a)      Borrower shall: (i) perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement; and (iv) enforce the performance and observance in all material respects of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner.
5.1.25      Embargoed Person . Borrower has performed and shall perform reasonable due diligence to ensure that at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property to be subject to forfeiture or seizure. Upon Lender’s request, Borrower and Guarantor shall deliver to Lender any certification or other evidence as may be reasonably requested by Lender in its sole and absolute discretion confirming the foregoing. Notwithstanding the foregoing, Borrower in lieu of the foregoing shall comply with the requirements of any applicable regulatory agency or other Governmental Authority with respect to the representations, covenants and warranties in this Section 5.1.24 relating to direct or indirect owners of Guarantor only (i.e. such limitation shall not be applicable to the other parties covered by this Section 5.1.24 ). Neither Borrower nor Guarantor nor any of their Affiliates will (i) conduct any business, nor engage in any transaction or dealing, with any Embargoed Person, (ii) engage in or conspire to engage in any transaction that evades or avoids or the purpose of such transaction is for the avoiding any of the prohibitions of EO 13224. Borrower hereby agrees to, upon written request of Lender, deliver to Lender any such certification or other evidence as reasonably requested by Lender in its sole and absolute discretion confirming that (A) neither Borrower nor Guarantor is an Embargoed Person and (B) neither Borrower nor Guarantor has engaged in any business transactions or dealings with an Embargoed Person, including, but not limited to, the making or receiving of any contribution of funds, goods or services to or for the benefit of an Embargoed Person. Notwithstanding the foregoing, the covenants in this Section 5.2.10 with respect to the direct or indirect owners of

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Guarantor shall not apply to direct or indirect holders of publicly traded shares in REIT that constitute less than 5% of the equity interests in REIT.
5.1.1      Payment of Obligations . Borrower shall pay its obligations, including tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
5.1.1      Taxes . Borrower will be treated as a partnership or a disregarded entity for U.S. federal income tax purposes. Borrower will timely file or cause to be filed all federal income and other material tax returns and reports required to be filed by it and will pay or cause to be paid all federal income and other material taxes and related liabilities required to be paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower sets aside on its books adequate reserves in accordance with GAAP. Borrower will not permit any Liens for Impositions to be imposed on or with respect to any of its income or assets, other than Liens for Impositions not yet due and payable and for which Borrower sets aside on its books adequate reserves in accordance with GAAP.
5.1.2      Changes in the Legal Requirements Regarding Taxation . If any Legal Requirement or other law, order, requirement or regulation of any Governmental Authority is enacted or adopted or amended after the date the Loan is funded which imposes a tax, either directly or indirectly, on Borrower’s obligations hereunder or under the Loan Documents, or Lender’s interest in the Property, Borrower must pay such tax, with interest and penalties thereon, if any. If Lender is advised by counsel chosen by it that the payment of such tax or interest and penalties by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of usury, then in any such event, Lender may, by written notice to Borrower of not less than one hundred eighty (180) days, declare the Obligations immediately due and payable without any Yield Maintenance Premium, penalty or fee.
5.1.3      No Credits on Account of the Obligations . Borrower shall not claim or demand or be entitled to any credit or credits on account of the Obligations for any payment of Taxes assessed against the Property and no deduction shall otherwise be made or claimed from the assessed value of the Property for real estate tax purposes because of the Loan Documents or the Obligations. If Legal Requirements or other laws, orders, requirements or regulations require such claim, credit or deduction, Lender may, by written notice to Borrower of not less than one hundred eighty (180) days, declare the Obligations immediately due and payable without any Yield Maintenance Premium, penalty or fee.
5.1.4      Personal Property . Borrower shall cause all of its personal property, fixtures, attachments and equipment delivered upon, attached to or used in connection with the operation of the Property to always be located at the Property and shall be kept free and clear of all Liens, encumbrances and security interests, except Permitted Encumbrances.

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5.1.5      Appraisals . Lender shall have the right to obtain a new or updated appraisal of the Properties or any Individual Property from time to time, provided , however , that, so long as no Event of Default has occurred and is continuing, Lender shall do so not more often than once in every twelve (12) month period. Borrower shall cooperate with Lender in this regard and shall be provided a copy of any appraisals ordered by Lender, provided that Borrower execute a release and any other documentation reasonably required by Lender as a condition precedent to obtaining a copy of the appraisal at Borrower’s sole cost and expense. If the appraisal is obtained in connection with an Event of Default being outstanding, Borrower shall pay for any such appraisal upon Lender’s request.
5.1.6      Required Repairs and Environmental Remediation .
(a)      Borrower shall perform the repairs and environmental remediation at the Properties, as more particularly set forth in the Property Condition Reports and the Environmental Reports set forth on Schedule XI attached hereto, as delivered to Lender on or prior to the Closing Date (such repairs and environmental remediation hereinafter referred to as “ Required Repairs ”). Borrower shall complete the Required Repairs on or before the required deadline for each repair as set forth on Schedule XII attached hereto, provided that, with respect to item numbers 1-3, 5-6 and 8-14 set forth on Schedule XII attached hereto, in the event that any such repair cannot be completed on or before the applicable deadline, Lender shall extend such deadline for such reasonable time as may be necessary to complete the repair so long as Borrower diligently pursues such repair to completion, such additional period not to exceed ninety (90) days. With respect to item numbers 4 and 7 set forth on Schedule XII attached hereto, to the extent any Tenant is responsible for such repairs under the applicable Lease with Borrower, Borrower shall give notice of the repairs to be completed to the applicable Tenant and shall use commercially reasonable efforts to cause such Tenant to complete the repairs on or before the required deadline for such repair as set forth on Schedule XII attached hereto; provided , however , that Borrower shall be required to complete such repairs to the extent the applicable Tenant fails to do so. It shall be an Event of Default under this Agreement if Borrower does not complete the Required Repairs at the applicable Individual Property by the required deadline for each repair as set forth on Schedule XII attached hereto (as may be extended pursuant to this clause (a) ).
(b)      Upon completion of the Required Repairs on or prior to the required deadline (as may be extended pursuant to clause (a) above), Lender shall have received (i) an Officer’s Certificate stating that all Required Repairs at the applicable Individual Property have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, including, without limitation, Environmental Law, such Officer’s Certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (iii) such other evidence as Lender shall reasonably request that the Required Repairs at such Individual Property have been completed and paid in full.

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Section 5.2.      Negative Covenants . From the date hereof until payment and performance in full of the Debt or the earlier release of the Liens of the Security Instruments encumbering the Properties in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following with respect to its applicable Individual Property:
5.2.1      Operation of Property . (a) No Individual Borrower shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), to the extent such Individual Borrower’s consent is required for the applicable action: (i) surrender, terminate, cancel, amend or modify the applicable Management Agreement; provided that each Individual Borrower may, without Lender’s consent, replace the Manager applicable to its Individual Property so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement , (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect.
(a)      Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be withheld in Lender’s sole discretion.
5.2.2      Liens . No Individual Borrower shall create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances and subject to the contest rights in Section 5.1.2 hereof.
5.2.3      Dissolution . No Individual Borrower shall (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity except as expressly permitted in the Loan Documents, (b) engage in any business activity not related to the ownership and operation of the applicable Individual Property, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of such Individual Borrower except to the extent permitted by the Loan Documents, or (d) modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction, in each case, without obtaining the prior written consent of Lender.
5.2.4      Change in Business . No Individual Borrower shall enter into any line of business other than the ownership and operation of the applicable Individual Property, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Nothing contained in this Section 5.2.4 is intended to expand the rights of Borrower contained in Section 5.2.10(d) .
5.2.5      Debt Cancellation . No Individual Borrower shall cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

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5.2.6      Zoning . No Individual Borrower shall initiate or consent to any zoning reclassification of any portion of its applicable Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.
5.2.7      No Joint Assessment . No Individual Borrower shall suffer, permit or initiate the joint assessment of its Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of such Individual Property.
5.2.8      Principal Place of Business and Organization . No Individual Borrower will cause or permit any change to be made in its name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.28 hereof) or its corporate or partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all reasonable action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents and, in the case of a change in its structure, without first obtaining the prior written consent of Lender, which consent may be given or denied in Lender’s sole discretion. Upon Lender’s request, each Individual Borrower shall, at its sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the applicable Individual Property as a result of such change. Each Individual Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Each Individual Borrower shall promptly notify Lender of any change in its organizational identification number. If each Individual Borrower does not now have an organizational identification number and later obtains one, it shall promptly notify Lender of such organizational identification number.
5.2.9      ERISA . (a) Neither Borrower nor Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Notes, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code or Similar Law.
(a)      Each of Borrower and Guarantor further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (A) neither Borrower nor Guarantor is subject to any state statute regulating investment of, or fiduciary obligations with respect to governmental

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plans which is a Similar Law and (B) with respect to each of Borrower and Guarantor, one or more of the following circumstances is true:
(i)      Equity interests therein are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2) as modified by Section 3 (42) of ERISA;
(ii)      Less than twenty-five percent (25%) of the total value of each outstanding class of equity interests therein are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2), as modified by Section 3(42) of ERISA; or
(iii)      Such Person qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).
(b)      Each of Borrower and Guarantor will fund or cause to be funded each Plan established or maintained thereby, or by any ERISA Affiliate thereof, as the case may be, so that there is never a failure to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA (whether or not such standards are waived) with respect to such Plans. As soon as possible and in any event within ten (10) days after Borrower knows that any ERISA Event has occurred with respect to any Plan, Lender will be provided with a statement, signed by an Authorized Representative of Borrower and/or Guarantor, describing said ERISA Event and the action which Borrower and/or Guarantor, or an ERISA Affiliate thereof, proposes to take with respect thereto.
5.2.10      Transfers . (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and, if Borrower is a trust, beneficial owners in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on the same as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the obligations contained in the Loan Documents. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or should Borrower default in the performance of the obligations contained in the Loan Documents, Lender can recover the Debt by a sale of the Properties.
(a)      Without the prior written consent of Lender and except to the extent otherwise expressly set forth in this Section 5.2.10 , no Individual Borrower shall, nor shall permit any Restricted Party to, do any of the following (individually or collectively, a “ Transfer ”), (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property or any part thereof or any legal or beneficial interest therein, (ii) enter into a PACE Loan, or (iii) permit a Sale or Pledge of an interest in any Restricted Party, other than pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.1.21 .
(b)      A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell one or more Individual Properties or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial

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part of any Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.23 hereof; and (viii) if Borrower enters into, or the Properties are subjected to, any PACE Loan.
(c)      Notwithstanding the provisions of this Section 5.2.10 , provided that no Event of Default shall have occurred and be continuing, subject to the penultimate sentence of this clause (d) , Lender’s consent shall not be required in connection with one or a series of Transfers, of not more than forty-nine percent (49%) of the direct or indirect interests (as the case may be) in a Restricted Party (provided that any such Transfers by any Advisor Party that is not a Restricted Party of direct or indirect interests in Guarantor shall not be required to satisfy the conditions in the remainder of this sentence), nor shall the same constitute a Transfer prohibited by this Agreement or any of the other Loan Documents; provided, however, that, in the case of each such Transfer, (w) no such Transfer shall result in a change of Control in a Borrower or Guarantor, (x) the Properties shall be managed by a Qualified Manager pursuant to the Management Agreement or a Replacement Management Agreement, (y) if, as a result of the consummation of such Transfer, the organizational chart of Borrower attached hereto as Schedule III would no longer be accurate, Borrower shall deliver to Lender an updated organizational chart, together with an Officer’s Certificate, certifying that such updated organizational chart is true, correct and complete, and (z) in the event of any such Transfer resulting in any Person and its Affiliates that did not own in the aggregate more than ten percent (10%) of the direct or indirect interests in Borrower prior to such transfer, owning in excess of ten percent (10%) of the ownership interest in Borrower, Borrower shall provide to Lender, not less than ten (10) Business Days prior to such transfer, the name and identity of each proposed transferee, together with the names of its controlling principals, the social security number or employee identification number of such transferee and controlling principals, and such transferee’s and controlling principal’s home address or principal place of business, and home or business telephone number and (A) the proposed transferee must satisfy Lender’s then current “know your customer” standards and (B) Borrower shall have provided to Lender an Officer’s Certificate identifying the

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name and address of the proposed transferee and affirming that such proposed transferee is not a Embargoed Person. If after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than seven (7) Business Days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion generally in form and substance consistent with the Insolvency Opinion provided to Lender on the Closing Date or otherwise reasonably acceptable to Lender and the Rating Agencies. In addition, (i) at all times (except in connection with the one-time assumption of the Loan pursuant to subsection (h) below), Guarantor must continue to Control Borrower, and own, directly or indirectly, at least a fifty-one percent (51%) legal and beneficial interest in Borrower and (ii) in no event shall the Advisor Parties own more than five percent (5%) in the aggregate of the interests in Guarantor, Borrower or any subsidiary of Guarantor that owns a direct or indirect interest in Borrower. Notwithstanding anything to the contrary herein but without limiting the restrictions on Transfers of direct and indirect interests in Borrower, no withdrawal, removal or replacement of any advisor to Guarantor or REIT or the transfer or pledge of the direct or indirect equity interests in such advisor shall be deemed a Transfer or a change in Control or a violation of any provisions of this Agreement or the Loan Documents provided, that, Borrower and Guarantor shall provide to Lender reasonable prior written notice of such withdrawal, removal or replacement of such Person’s advisor.
(d)      Notwithstanding the foregoing, provided that no Event of Default shall have occurred and be continuing, Lender’s consent shall not be required in connection with a Permitted Pledge .
(e)      Notwithstanding the foregoing, neither Lender’s consent nor notice to Lender shall be required in connection with the issuance of any share or stock or any sale or transfer by a shareholder of any shares of REIT or any other corporation or REIT the shares of which are publicly traded on the New York Stock Exchange or any other nationally or internationally recognized securities exchange or quoted on a nationally or internationally recognized automated quotation system, including, without limitation, NASDAQ, nor shall any such sale, transfer or issuance of stock constitute a Transfer prohibited by this Agreement or the other Loan Documents provided that after such sale, transfer or issuance of stock or units in REIT or such other publicly traded real estate investment trust or corporation, such entity continues to be publicly traded on the New York Stock Exchange or any other nationally or internationally recognized securities exchange or quoted on a nationally or internationally recognized automated quotation system.
(f)      No Transfer of the Properties and assumption of the Loan shall occur during the period that is sixty (60) days prior to and sixty (60) days after a Securitization. At any other time upon thirty (30) days prior written notice to Lender, Borrower shall have the one-time right to convey the Properties to a new borrower (or new borrowers) (collectively, a “ Transferee ”) in connection with a sale of all of the Properties to such Transferee and have Transferee assume all of Borrower’s obligations under the Loan Documents, subject to the satisfaction of the following conditions: (i) no Event of Default shall have occurred and be continuing, (ii) unless the Transferee

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is a Qualified Transferee, Lender shall have consented to such Transferee, which consent shall not be unreasonably withheld, conditioned or delayed, (iii) if reasonably required by Lender, a modification of the terms hereof, the Note, the Security Instruments or the other Loan Documents provided, that, any such modification shall not increase the obligations or decrease the rights of Borrower or increase the rights or decrease the obligations of Lender under any of the Loan Documents; (iv) an assumption of this Agreement, the Note, the Security Instruments and the other Loan Documents as so modified by Transferee, subject to the provisions of Section 9.4 hereof; (v) payment of all of fees and expenses incurred in connection with such Transfer including, without limitation, the cost of any third party reports, legal fees and expenses, application fees, Rating Agency fees and expenses or reasonably required legal opinions; (vi) the payment of an assumption fee equal to one percent (1.0%) of the outstanding principal balance of the Loan; (vii) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer generally in form and substance consistent with the Insolvency Opinion provided to Lender at the closing of this Loan or otherwise reasonably acceptable to Lender and the Rating Agencies; (viii) Transferee’s continued compliance with the representations and covenants set forth in Section 4.1.9 , Section 4.1.30 , Section 4.1.35 , Section 5.1.24 and Section 5.2.9 hereof; (ix) the delivery of evidence satisfactory to Lender that Transferee is a Special Purpose Entity in accordance with the then current standards of Lender and the Rating Agencies; (x) prior to any release of Guarantor, a substitute guarantor reasonably acceptable to Lender and satisfying the Guarantor Financial Covenants shall have assumed the Guaranty and Environmental Indemnity executed by Guarantor or executed a replacement guaranty and environmental indemnity reasonably satisfactory to Lender and delivered an Additional Insolvency Opinion covering the replacement guarantor, whereupon the previous Guarantor shall be released from any further liability under the Guaranty for acts that arise from and after the date of such Transfer and such substitute guarantors shall be the “Guarantor” for all purposes set forth in this Agreement; (xi) if required by Lender after a Securitization, Transferee shall be approved by the Rating Agencies rating the Securities, which approval, if required by Lender, shall take the form of a Rating Agency Confirmation with respect to the assumption of the Loan; (xii) delivery of (A) all organizational documentation reasonably requested by Lender, which shall be reasonably satisfactory to Lender and, following a Securitization, satisfactory to the Rating Agencies and (B) all certificates, agreements and legal opinions reasonably required by Lender and consistent with those provided in connection with the closing of the Loan, (xiii) Borrower shall deliver, at its sole cost and expense, an endorsement to the Title Insurance Policy, as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, which endorsement shall insure that, as of the date of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or Liens other than those contained in the Title Policy issued on the date hereof and the Permitted Encumbrances, and (xiv) the Properties shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement.
(g)      Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. The provisions of this Section 5.2.10 shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

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5.2.11      Use . Borrower shall not violate the exclusive use provisions of Section 5.3 of that certain Master Lease Agreement, dated as of July 30, 2014, between ARC PNSCRPA001, LLC and PNC Bank, National Association.
VI.      INSURANCE; CASUALTY; CONDEMNATION
Section 6.1.      Insurance . (a) Borrower shall obtain and maintain, or cause to be obtained and maintained, insurance for Borrower and the Properties providing at least the following coverages:
(i)      comprehensive “special form” insurance, commonly referred to as “all risk”, including, but not limited to, loss caused by any type of windstorm or hail (including named storms) on the Improvements and any Personal Property, in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions or to be written on a no co-insurance form; (C) unless otherwise approved by Lender in writing, providing for no deductible in excess of $50,000 for all such insurance coverage, provided , however , with respect to windstorm and earthquake coverage, providing for a deductible not to exceed 5% of the total insurable value of the affected Individual Property; and (D) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of any Individual Property shall at any time constitute legal non-conforming structures or uses, including coverage for loss to the undamaged portion of the building, coverage for demolition costs and coverage for increased costs of construction in amounts reasonably acceptable to Lender but not to exceed 100% for Coverage A and 10% for each for Coverages B and C . In addition, Borrower shall obtain: (x) if any portion of the Improvements or Personal Property is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance for all such Improvements and, if any, Personal Property in an amount equal to (1) the maximum amount of building and/or contents insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended (which may be substituted with a private policy acceptable to Lender) plus (2) such greater amount as Lender shall reasonably require, with deductibles not to exceed $500,000 per building, $500,000 for contents per building and $100,000 for business income/rental loss; and (y) earthquake insurance in amounts and in form and substance reasonably satisfactory to Lender in the event any Individual Property is located in an area with a high degree of seismic activity and with a probable maximum loss (PML) or scenario expected loss (SEL) greater than 20%; provided that the insurance pursuant to clauses (x) and (y) hereof shall be on terms consistent with the comprehensive special form insurance policy required under this subsection (i) ;
(ii)      commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such

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insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence (and, if on a blanket insurance Policy, containing an “Aggregate Per Location” endorsement); and (B) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) contractual liability for all insured contracts; and (5) contractual liability covering the indemnities contained in Article 8 of the Security Instruments to the extent the same is available;
(iii)      business income or rental loss insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i) above and clauses (iv)(B), (v), (ix), and (x) below; (C) in an amount equal to one hundred percent (100%) of the projected gross revenues from the operation of each Individual Property (as reduced to reflect expenses not incurred during a period of Restoration) for a period of at least eighteen (18) months after the date of the Casualty; and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the applicable Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such business income or rental loss insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the gross revenues from each Individual Property for the succeeding twenty-four (24) month period. Notwithstanding the provisions of Section 2.7.1 hereof, all proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to (I) the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Notes or (II) Operating Expenses set forth in the Approved Annual Budget or, if no such Approved Annual Budget exists, as approved by Lender in its reasonable discretion; provided , however , that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in this Agreement and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;
(iv)      at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the current property and liability coverage forms do not otherwise apply, (A) commercial general liability and umbrella/excess liability insurance, covering claims related to the structural construction, repairs or alterations being made at the Property which are not covered by or under the terms or provisions of the below mentioned commercial general liability and umbrella/excess liability insurance policies and (B) the insurance provided for in Section 6.1(a)(i) above written in a so-called builder’s risk completed value form in amounts acceptable to Lender (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i) above, (3) including permission to occupy each Individual Property and (4) with an agreed amount endorsement waiving co-insurance provisions;

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(v)      comprehensive boiler and machinery insurance, if steam boilers or other pressure-fixed vessels are in operation, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (i) above;
(vi)      if applicable, commercial automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000;
(vii)      with respect to any employees of Borrower or to the extent Borrower is liable for employees of Manager, worker’s compensation and employer’s liability subject to the worker’s compensation laws of the State in which the applicable Individual Property is located;
(viii)      umbrella and excess liability insurance in an amount not less than $100,000,000 per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(v) above, including, but not limited to, supplemental coverage for employer liability and automobile liability, if applicable, which umbrella liability coverage shall apply in excess of such supplemental coverage;
(ix)      the insurance required under this Section 6.1(a)(i) - (iii) and (viii) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under this Section 6.1(a)(i) - (iii) and (viii) above at all times during the term of the Loan. If “acts of terrorism” or other similar acts or events or “fire following” such acts or events are hereafter excluded from Borrower’s comprehensive all risk insurance policy or policies required under Sections 6.1(a)(i) and (iii) above, Borrower shall obtain an endorsement to such policy or policies, or a separate policy insuring against all such excluded acts or events and “fire following” such acts or events in an amount not less than the sum of one hundred percent (100%) of the “Full Replacement Cost” and the business income/rent loss insurance required in Section 6.1(a)(iii) above); provided that such endorsement or policy shall be in form and substance satisfactory to Lender. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“ TRIPRA ”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), Lender shall accept terrorism insurance which insures against “covered acts” as defined by TRIPRA (or such other program) as full compliance with this Section 6.1(a)(ix) as it relates to the risks that are required to be covered hereunder but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism; and
(x)      upon sixty (60) days written notice, such other reasonable insurance, including, but not limited to, sinkhole or land subsidence insurance, and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable

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hazards which at the time are commonly insured against for property similar to any Individual Property located in or around the region in which any Individual Property is located.
(b)      All insurance provided for in Section 6.1(a) shall be obtained under valid and enforceable policies (collectively, the “ Policies ” or in the singular, the “ Policy ”), and shall be subject to the approval of Lender as to insurance companies, amounts, deductibles, loss payees and insureds, such approval not to be unreasonably withheld. The Policies shall be issued by financially sound and responsible insurance companies approved to do business in the State and having a rating of (1) “A:VIII” or better in the current Best’s Insurance Reports and (2) “A” or better by S&P (and if Moody’s is rating the Securities, “A2” or better by Moody’s) or by a syndicate of insurers through which (A) at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) shall be provided by insurance companies having a claims paying ability rating of “A” or better by S&P (and if Moody’s is rating the Securities, “A2” or better by Moody’s) and (B) the remaining forty percent (40%) of the insurance coverage (or the remaining twenty-five percent (25%) if such syndicate consists of four (4) or fewer members) shall be provided by insurance companies having a claims paying ability rating of “BBB” or better by S&P (and if Moody’s is rating the Securities, “Baa2” or better by Moody’s). The Policies described in Section 6.1 hereof (other than those strictly limited to liability protection) shall designate Lender as loss payee. Prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies (to be followed by complete copies of the Policies maintained by the Borrower upon issuance), accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “ Insurance Premiums ”), shall be delivered by Borrower to Lender. Borrower shall promptly forward to Lender a copy of each written notice received by Borrower of any modification, reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies.
(c)      Any blanket insurance Policy shall otherwise provide the same protection as would a separate Policy insuring only the Properties in compliance with the provisions of Section 6.1(a) as determined by Lender. Further, to the extent the Policies are maintained pursuant to a blanket insurance Policy that covers more than one location within a one thousand foot radius of the Individual Property or Properties (the “ Radius ”), the limits of such blanket insurance Policy must be sufficient to maintain property and terrorism coverage as set forth in this Section 6.1 for the Individual Property or Properties as well as each other location within the Radius that is covered by such blanket insurance Policy calculated on a total insured value basis.
(d)      All Policies maintained by Borrower and provided for or contemplated by Section 6.1(a) shall name Borrower as the named insured and, in the case of liability coverages, shall name Lender as the additional insured, as its interests may appear, and all property insurance Policies described in Section 6.1(a) shall name Lender as a mortgagee and loss payee and shall contain a standard non‑contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

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(e)      All Policies provided for in Section 6.1 shall:
(i)      with respect to the Policies of property insurance, contain clauses or endorsements to the effect that, (1) no act or negligence of Borrower, or anyone acting for Borrower, or of any tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned and (2) the Policies shall not be cancelled without at least thirty (30) days’ written notice to Lender, except ten (10) days’ notice for non-payment of premium;
(ii)      with respect to the Policies of liability insurance, if obtainable by Borrower using commercially reasonable efforts, contain clauses or endorsements to the effect that, the Policy shall not be canceled without at least thirty (30) days written notice to Lender. If issuer will not or cannot provide the notices required herein this clause (ii) , Borrower shall be obligated to provide such notice; and
(iii)      not contain any clauses that would make Lender liable for any Insurance Premiums thereon or subject to any assessments thereunder.
(f)      If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate after ten (10) Business Days’ notice to Borrower if prior to the date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any such coverage. All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Security Instruments and shall bear interest at the Default Rate.
(g)      Notwithstanding anything to the contrary contained in this Section 6.1 , if, at any time and from time to time during the Term, the insurance policies maintained by any tenants under the Tenant Leases together with insurance policies maintained by Borrower do not (collectively) fully comply with the requirements set forth in this Section 6.1 , then Borrower shall immediately notify Lender thereof in writing and Borrower shall, at its sole cost and expense, immediately procure and maintain either (x) "primary" insurance coverage in the event that the tenants do not provide the applicable insurance coverage required in this Section 6.1 or (y) “excess and contingent” insurance coverage in the event that any tenant does not have the sufficient insurance coverage required under this Section 6.1 , in each case, in “concurrent form” with the policies obtained pursuant to the Tenant Leases, over and above any other valid and collectible coverage then in existence, as shall be necessary to bring the insurance coverage for each Property into full compliance with all of the terms and conditions of this Section 6.1 .
(h)      Notwithstanding anything to the contrary contained in this Section 6.1 , (A) solely with respect to PNC Bank, National Association (“ PNC Tenant ”), which occupies the

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Individual Property located at 201 Penn Avenue, Scranton, Pennsylvania, to the extent that: (i) the PNC Lease is in full force and effect, (ii) no default beyond any applicable notice and cure period has occurred and is continuing under the PNC Lease (iii) PNC Tenant, or any guarantor under the PNC Lease, remains fully liable for the obligations and liabilities under the PNC Lease and maintains a credit rating from S&P of at least “A-”, (iv) such PNC Lease will remain in full force and effect following a Casualty or, upon termination of the PNC Lease, PNC Tenant must turn over all insurance proceeds and (v) Borrower shall have provided to Lender, evidence satisfactory to Lender of such coverage, PNC Tenant may provide an all other perils deductible not to exceed $2,500,000; (B) solely with respect to FedEx Ground Package System, Inc., which occupies the Individual Property located at 163 Pittman Road, Morgantown, West Virginia, to the extent that: (i) the FedEx Ground Package System Lease is in full force and effect, (ii) no default beyond any applicable notice and cure period has occurred and is continuing under the FedEx Ground Package System Lease (iii) such FedEx Ground Package System Lease will remain in full force and effect following a Casualty or, upon termination of the FedEx Ground Package System Lease, FedEx Ground Package System Tenant must turn over all insurance proceeds and (iv) Borrower shall have provided to Lender, evidence satisfactory to Lender of such coverage, FedEx Ground Package System, Inc. may provide an all other perils deductible not to exceed $2,500,000.
Section 6.2.      Casualty . If any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “ Casualty ”), Borrower shall give prompt written notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition such Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 . Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve the final settlement) with respect to any Casualty with respect to any Individual Property in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than five percent (5%) of the Allocated Loan Amount of the applicable Individual Property and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.
Section 6.3.      Condemnation . Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings in which the Award or the costs of completing the Restoration are equal to or greater than five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and reasonably cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for

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its payment in the Notes and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Notes. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 . If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.
Section 6.4.      Restoration . The following provisions shall apply in connection with the Restoration of any Individual Property:
(a)      If (i) the Net Proceeds are less than the greater of (x) five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, and (y) One Million Dollars ($1,000,000), but not more than five percent (5%) of the original principal balance of the Loan at any one time, and (ii) the costs of completing the Restoration are less than the greater of (x) five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, and (y) One Million Dollars ($1,000,000), but not more than five percent (5%) of the original principal balance of the Loan at any one time, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower thereafter shall expeditiously commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.
(b)      If (i) the Net Proceeds are equal to or more than the greater of (x) five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, and (y) One Million Dollars ($1,000,000), or more than five percent (5%) of the original principal balance of the Loan at any one time or (ii) the costs of completing the Restoration are equal to or more than the greater of (x) five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, and (y) One Million Dollars ($1,000,000), or more than five percent (5%) of the original principal balance of the Loan at any one time, the Net Proceeds will be held by Lender and Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4 . The term “ Net Proceeds ” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1 (a)(i) , (iv) , (vi) , (ix) and (x) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable third party counsel fees), if any, in collecting same (“ Insurance Proceeds ”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Condemnation Proceeds ”), whichever the case may be.
(i)      The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met:
(A)      no Event of Default shall have occurred and be continuing;

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(B)      (1)    in the event the Net Proceeds are Insurance Proceeds, less than thirty percent (30%) of the total floor area of the Improvements on the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is located on such land;
(C)      Leases demising in the aggregate a percentage amount equal to or greater than ninety percent (90%) of the total rentable space in the Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower and/or Tenant, as applicable under the respective Lease, will make all necessary repairs and restorations thereto at their sole cost and expense;
(D)      Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after issuance of building permits with respect thereto) and shall diligently pursue the same to satisfactory completion;
(E)      Lender shall be reasonably satisfied that any operating deficits, including all scheduled payments of principal and interest under the Notes, which will be incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii) , if applicable, or (3) by other funds of Borrower;
(F)      Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Leases, (3) such time as may be required under all applicable Legal Requirements in order to repair and restore the applicable Individual Property to as nearly as possible the condition it was in immediately prior to such Casualty or Condemnation, as applicable, or (4) the expiration of the insurance coverage referred to in Section 6.1(a)(iii) ;
(G)      the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;
(H)      the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements;

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(I)      intentionally omitted;
(J)      intentionally omitted;
(K)      Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be subject to Lender’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned; and
(L)      the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are reasonably sufficient in Lender’s reasonable discretion to cover the cost of the Restoration.
(ii)      The Net Proceeds shall be held by Lender in an interest-bearing Eligible Account and, until disbursed in accordance with the provisions of this Section 6.4(b) , shall constitute additional security for the Debt and Other Obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens or encumbrances of any nature whatsoever on the Individual Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.
(iii)      All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender (and such review and acceptance not to be unreasonably withheld, conditioned or delayed) and by an independent consulting engineer selected by Lender (the “ Casualty Consultant ”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the general contractor engaged in the Restoration, as well as the contracts under which it has been engaged, shall be subject to prior review and approval by Lender (and such review and acceptance not to be unreasonably withheld, conditioned or delayed) and the Casualty Consultant. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.
(iv)      In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “ Casualty Retainage ” shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as

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certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall be reduced to five percent (5%) of the costs actually incurred upon receipt by Lender of satisfactory evidence that fifty percent (50%) of the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b) , be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed (subject only to non-material punchlist items) in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided , however , that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the related Title Insurance Policy, and Lender receives an endorsement to the related Title Insurance Policy insuring the continued priority of the Lien of the related Security Instruments and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.
(v)      Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.
(vi)      If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “ Net Proceeds Deficiency ”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and Other Obligations under the Loan Documents.
(vii)      The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) , and the receipt by Lender of evidence reasonably satisfactory to Lender that

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all costs incurred in connection with the Restoration have been paid in full, shall be deposited in the Lockbox Account to be disbursed in accordance with this Agreement, provided no Event of Default shall have occurred and shall be continuing under the Notes, this Agreement or any of the other Loan Documents.
(c)      All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be deposited into the Lockbox Account as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender in accordance with Section 2.4.2 hereof toward the payment of the Debt whether or not then due and payable.
(d)      In the event of foreclosure of the Security Instruments with respect to an Individual Property, or other transfer of title of an Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning such Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.
(e)      In addition to the foregoing, in connection with any partial Condemnation or any Casualty, if (i) any Net Proceeds shall be equal to or greater than sixty percent (60%) of the Allocated Loan Amount in respect of the applicable Individual Property or (ii) provided no Event of Default shall have occurred and be continuing, any Net Proceeds shall be equal to or greater than the five percent (5%) of the Allocated Loan Amount and Lender does not disburse the Net Proceeds to Borrower for Restoration due to Borrower’s failure to satisfy the conditions set forth in Section 6.4(b)(i) hereof using commercially reasonable efforts, then Borrower shall have the right, but not the obligation, to elect not to proceed with a Restoration and to voluntarily prepay the Loan in an amount equal to the Release Price of the applicable Individual Property (a “ Casualty/Condemnation Prepayment ”) utilizing the Net Proceeds (together with other funds of the Borrower if such Net Proceeds are less than the Release Price and any interest shortfall in connection therewith) and obtain the release of the applicable Individual Property from the lien of the Security Instruments thereon and related Loan Documents, provided that (i) Borrower shall have satisfied each of the requirements of Section 2.5 hereof, and (ii) Borrower shall consummate the Casualty/Condemnation Prepayment on or before the Payment Date occurring following the date the Net Proceeds shall be available to Borrower for such Casualty/Condemnation Prepayment provided that Borrower has delivered notice to Lender no later than the date of such application of Net Proceeds that it intends to make such Casualty/Condemnation Prepayment. For the avoidance of doubt, unless such payment is made following the occurrence of and during the continuance of an Event of Default, no Yield Maintenance Premium or penalty or charge shall be due with respect to a Casualty/Condemnation Prepayment
(f)      Notwithstanding anything to the contrary set forth in this Agreement, including the provisions of this Section 6.4 , if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Security Instruments following a Casualty or Condemnation (but taking into account any proposed Restoration of the remaining Properties), the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties is greater than one hundred twenty-five percent (125%) (such value to be determined,

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in Lender’s reasonable discretion, by any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the Loan must be paid down by an amount equal to the lesser of the following amounts: (i) the Net Proceeds or (ii) a “qualified amount” as that term is defined in the IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Security Instruments. If and to the extent the preceding sentence applies, only such amount of the Net Proceeds, if any, in excess of the amount required to pay down the principal balance of the Loan may be released for purposes of Restoration or released to Borrower as otherwise expressly provided in this Section 6.4 . Any such prepayment shall be deemed a voluntary prepayment and shall be subject to Section 2.4.1 hereof (other than the requirements to prepay the Debt in full and provide thirty (30) days’ notice to Lender).
(g)      Notwithstanding the last sentence of Section 6.1(a)(iii) and provided no Event of Default exists hereunder, proceeds received by Lender on account of the business interruption insurance specified in Subsection 6.1(a)(iii) above (“ BI/Rent Loss Proceeds ”) with respect to any Casualty shall be deposited by Lender directly into the Lockbox Account to the extent the BI/Rent Loss Proceeds reflects a replacement for lost Rents that would have been due under Leases existing on the date of such Casualty and to the extent reasonably necessary to make the payments described in the following sentence. Lender shall use the BI/Rent Loss Proceeds each month until the Restoration is complete to pay debt service, make the required monthly Reserve Account deposits and pay Operating Expenses and other expenses pursuant to the Approved Annual Budget or otherwise as reasonably approved by Lender pursuant to Section 2.6 for the applicable Payment Date.  In no event shall Lender make a lump sum disbursement of BI/Rent Loss Proceeds for a period in excess of one (1) month. Any BI/Rent Loss Proceeds remaining upon the completion of the Restoration shall be promptly distributed to Borrower.   All Net Proceeds other than BI/Rent Loss Proceeds shall be held by Lender and disbursed in accordance with this Section 6.4 .
VII.      RESERVE FUNDS
Section 7.1.      Intentionally Omitted .
Section 7.2.      Tax and Insurance Reserve Funds . Upon the occurrence of a Cash Sweep Period, Borrower shall deliver to Lender to be held in escrow and disbursed pursuant to this Section 7.2 , on each Payment Date during the continuance of a Cash Sweep Period, (i) one-twelfth (1/12 th ) of the Taxes and Other Charges that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate in the Tax and Insurance Reserve Account sufficient funds to pay all such Taxes and Other Charges at least thirty (30) days prior to their respective due dates and (ii) subject to the last sentence of this Section 7.2 , one-twelfth (1/12 th ) of the Insurance Premiums that Lender reasonably estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate in the Tax and Insurance Reserve Account sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the

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expiration of the Policies (amounts so deposited hereinafter called the “ Tax and Insurance Reserve Funds ” and the account into which such amounts are held shall hereinafter be referred to as the “ Tax and Insurance Reserve Account ”). Provided no Event of Default then exists, Lender will apply the Tax and Insurance Reserve Funds to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to the Approved Annual Budget, Section 5.1.2 hereof and under the Security Instruments. In making any payment relating to the Tax and Insurance Reserve Funds, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes), or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Reserve Funds shall exceed the amounts due for Taxes, Other Charges and Insurance Premiums pursuant to the Approved Annual Budget, Section 5.1.2 hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Reserve Funds. Any amount remaining in the Tax and Insurance Reserve Account (a) after the Debt has been paid in full shall be disbursed in accordance with Section 7.7(e) below, (b) after the Cash Sweep Period has ended shall be disbursed in accordance with Section 7.6.2 below, or (c) that is related to a Release Property pursuant to Section 2.5.2 or a Replaced Property pursuant to Section 2.5.3 shall be disbursed in accordance with Section 2.5.2 or Section 2.5.3 , as applicable. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Property. If at any time Lender reasonably determines that the Tax and Insurance Reserve Funds are not or will not be sufficient to pay Taxes, Other Charges or Insurance Premiums by the dates set forth above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and Other Charges and/or thirty (30) days prior to expiration of the Policies, as the case may be. Notwithstanding anything to the contrary herein, if insurance for the Property is provided through a blanket insurance Policy acceptable to Lender, Borrower shall not be required to fund the Tax and Insurance Reserve Account with funds for Insurance Premiums pursuant to clause (ii) above except during the continuation of an Event of Default.
Section 7.3.      Replacement Reserve Funds .
7.3.1      Replacement Reserve Funds . Upon the occurrence of a Cash Sweep Period, Borrower shall pay to Lender, on each Payment Date during the continuance of such Cash Sweep Period, one-twelfth (1/12 th ) of the product of $0.25 multiplied by the total number of aggregate rentable square feet comprising all of the Properties then subject to the lien of the Security Instruments (the “ Replacement Reserve Monthly Deposit ”), which amounts are reasonably estimated by Lender to be due for replacements, capital expenditures in accordance with any Approved Annual Budget, and repairs required to be made to the Properties during the calendar year (collectively, the “ Replacements ”). Amounts so deposited shall hereinafter be referred to as Borrower’s “ Replacement Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “ Replacement Reserve Account ”. Any amount remaining in the Replacement Reserve Account (a) after the Debt has been paid in full shall be disbursed in accordance with Section 7.7(e) below, (b) after the Cash Sweep Period has ended shall be disbursed in accordance with Section 7.6.2 below, or (c) that is related to a Release Property pursuant to

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Section 2.5.2 or a Replaced Property pursuant to Section 2.5.3 shall be disbursed in accordance with Section 2.5.2 or Section 2.5.3 , as applicable.
7.3.2      Disbursements from Replacement Reserve Account . (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to an Individual Property, replacements of inventory or for any costs which are to be reimbursed from the Rollover Reserve Funds.
(a)      Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 7.3.2 , disburse to Borrower amounts from the Replacement Reserve Account necessary to pay for the actual reasonably approved costs of Replacements or to reimburse Borrower therefor, as reasonably determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if an Event of Default then is continuing.
(b)      Each request for disbursement from the Replacement Reserve Account shall be in a form reasonably specified or reasonably approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall provide an Officer’s Certificate stating that all such Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the applicable Individual Property to which Replacements are being provided. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided and, unless Lender has agreed to issue joint checks as described below in connection with a particular Replacement, each request shall include evidence satisfactory to Lender of payment of all such amounts.
(c)      At the request of Borrower, Lender will issue checks (or at Borrower’s sole cost and expense, funds through wire payment), payable to Borrower or the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a Replacement. In addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $50,000.00 for completion of its work or delivery of its materials (which lien waivers may be conditioned upon receipt of such funds). Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the applicable Individual Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (which lien waivers may be conditioned upon receipt of such amounts paid pursuant to the request for payment).

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(d)      A request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided (A) the materials for which the request is made are on site at the applicable Individual Property and are properly secured or have been installed in the such Individual Property, (B) all other conditions in this Agreement for disbursement have been satisfied, (C) funds remaining in the Replacement Reserve Account are, in Lender’s reasonable judgment, sufficient to complete such Replacement and other Replacements when required, and (D) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor (which lien waivers may be conditioned upon receipt of such amounts paid pursuant to the request for payment).
(e)      Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $15,000.00.
7.3.3      Performance of Replacements . (a) Borrower shall make Replacements when required in order to keep each Individual Property in condition and repair consistent with other comparable properties in the same market segment in the metropolitan area in which the respective Individual Property is located, and to keep each Individual Property or any portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement.
(a)      Lender reserves the right, at its option, to approve all contracts or work orders in excess of $25,000.00 with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Replacements. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender.
(b)      In the event Lender determines in its reasonable discretion that any Replacement is not being performed in a workmanlike or timely manner or that any Replacement has not been completed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Replacement and to cause Borrower to proceed under existing contracts or to contract with third parties to complete such Replacement and to apply the Replacement Reserve Funds toward the labor and materials necessary to complete such Replacement.
(c)      During the continuance of an Event of Default, in order to facilitate Lender’s completion or making of such Replacements, Borrower grants Lender the right to enter onto any Individual Property and perform any and all work and labor necessary to complete or make such Replacements and/or employ watchmen to protect such Individual Property from damage. All sums so expended by Lender, to the extent there are not sufficient Replacement Reserve Funds therefor, shall be deemed to have been advanced under the Loan to Borrower and secured by the Security Instruments. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake such Replacements in the name of Borrower if Lender has accelerated the Loan following an Event of Default. Such power of attorney shall be deemed to be a power coupled with an interest and

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cannot be revoked. Borrower empowers said attorney in fact as follows: (i) to use any funds in the Replacement Reserve Account for the purpose of making or completing such Replacements; (ii) to make such additions, changes and corrections to such Replacements as shall be necessary or desirable to complete such Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of such Replacements, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents for such Replacements; (vi) to prosecute and defend all actions or proceedings in connection with any Individual Property or the rehabilitation and repair of any Individual Property; and (vii) to do any and every act which Borrower might do in its own behalf to fulfill the terms of this Agreement.
(d)      Nothing in this Section 7.3.3 shall: (i) make Lender responsible for making or completing any Replacements; (ii) require Lender to expend funds in addition to the Replacement Reserve Funds to make or complete any Replacement; (iii) obligate Lender to proceed with any Replacements; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Replacement.
(e)      Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties making Replacements pursuant to this Section 7.3.3 to enter onto each Individual Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Replacements and all materials being used in connection therewith, and to examine all plans and shop drawings relating to such Replacements which are or may be kept at each Individual Property, during the continuance of an Event of Default, to complete any Replacements made pursuant to this Section 7.3.3 . Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other persons described above in connection with inspections described in this subsection (f) or the completion of Replacements pursuant to this Section 7.3.3 .
(f)      Lender may require an inspection of the Individual Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account in order to verify completion of the Replacements for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of any amounts from the Replacement Reserve Account. Borrower shall pay the reasonable expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional.
(g)      The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other liens (except for those Liens existing on the date of this Agreement which have been approved in writing by Lender).

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(h)      Before each disbursement from the Replacement Reserve Account in excess of $25,000.00, Lender may require Borrower to provide Lender with a search of title to the applicable Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s liens or other liens of any nature have been placed against the applicable Individual Property since the date of recordation of the related Security Instruments and that title to the applicable Individual Property is free and clear of all Liens (other than the lien of the related Security Instruments and any other Liens previously approved in writing by Lender, if any).
(i)      All Replacements shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the applicable Individual Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.
(j)      In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with a particular Replacement. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Lender or its assigns shall be so endorsed. Certified copies of such policies shall be delivered to Lender.
7.3.4      Failure to Make Replacements . (a) It shall be an Event of Default under this Agreement if Borrower fails to comply with any provision of this Section 7.3 and such failure is not cured within thirty (30) days after notice from Lender. Upon the occurrence of such an Event of Default, Lender may use the Replacement Reserve Funds (or any portion thereof) for any purpose, including but not limited to completion of the Replacements as provided in Section 7.3.3 , or for any other repair or replacement to any Individual Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply the Replacement Reserve Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.
(a)      Nothing in this Agreement shall obligate Lender to apply all or any portion of the Replacement Reserve Funds on account of an Event of Default to payment of the Debt or in any specific order or priority
7.3.5      Balance in the Replacement Reserve Account . The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.
Section 7.4.      Rollover Reserve Funds .
7.4.1      Deposits to Rollover Reserve Account . (a) upon the occurrence of a Cash Sweep Period, Borrower shall pay to Lender, on each Payment Date during the continuance of such Cash Sweep Period, one-twelfth (1/12 th ) of the product of $1.00 multiplied by the total number of aggregate rentable square feet comprising all of the Properties then subject to the lien of the Security

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Instruments (the “ Rollover Reserve Monthly Deposit ”), and (b) upon the occurrence and during the continuance of a Lease Sweep Period, provided no Cash Sweep Period or Event of Default shall have occurred and be continuing, on each Payment Date during the continuance of such Lease Sweep Period, the amounts required under Section 2.6.2(b)(ix)(B) hereof. In addition, Borrower shall deliver to Lender for deposit into the Rollover Reserve Account all funds received by Borrower in connection with any cancellation, termination or surrender of any Lease, including, but not limited to, any surrender or cancellation fees, buy-out fees, or reimbursements for tenant improvements and leasing commissions (“ Lease Termination Payments ”). All such amounts so deposited shall hereinafter be referred to as the “ Rollover Reserve Funds ” and the account to which such amounts are held shall hereinafter be referred to as the “ Rollover Reserve Account ”.
7.4.2      Withdrawal of Rollover Reserve Funds .
(a)      Provided no Event of Default then exists, Lender shall make disbursements of the Rollover Reserve Funds (i) deposited pursuant to Section 7.4.1(a) for tenant improvement and leasing commission obligations incurred by Borrower, and (ii) deposited pursuant to Section 7.4.1(b) from the Rollover Escrow Fund for tenant improvement and leasing commission obligations incurred by Borrower with respect to the Individual Property related to a Lease Sweep Event. All such expenses shall be approved by Lender in its reasonable discretion if not previously approved in the Approved Annual Budget. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request, together with an Officer’s Certificate stating that the amounts requested shall be used to pay for approved tenant improvements and leasing commissions. Each such draw request shall be accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $25,000.00 for a single item, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the Properties at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $25,000.00 for which reimbursement is sought.
(b)      Notwithstanding anything to the contrary in the foregoing, provided no Event of Default has occurred and is continuing, Lease Termination Payments shall be remitted to Borrower in the event (i) the demised premises under the related cancelled, terminated or surrendered Lease has been re-let in accordance with the terms of this Agreement, (ii) the replacement tenant is in occupancy of such demised premises and paying full, unabated rent, and (iii) all tenant improvements and leasing commissions have been paid with respect to the applicable demised premises.

(c)    Notwithstanding anything to the contrary in the foregoing, provided no Event of Default or Cash Sweep Period has occurred and is continuing, upon the occurrence of a Lease Sweep Event Cure, all funds deposited pursuant to Section 7.4.1(b) above shall be promptly returned, provided that (i) if a Lease Sweep Period is cured by a replacement Tenant reasonably acceptable to Lender (it being agreed that a Tenant having a lower investment grade rating shall not in and of itself cause such Tenant to not be reasonably acceptable provided such difference would not be deemed material to a prudent lender) executing a new Lease on terms and conditions reasonably acceptable to Lender, an amount equal to the sum of all outstanding free rent and tenant

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improvements, tenant allowances and leasing commissions payable by Borrower under such Lease or portion thereof remaining in the Rollover Reserve Account shall remain on deposit in the Rollover Reserve Account for disbursement pursuant to Section 7.4.2(a) and shall not be returned to Borrower pursuant to this Section 7.4.2(c) , and (ii) if a Lease Sweep Period is cured pursuant to clause (a) of the definition of “Lease Sweep Event Cure” and any Tenant is still dark, the funds deposited into the Rollover Reserve Account with respect to such dark Tenant shall not be returned to Borrower pursuant to this Section 7.4.2(c) until such Tenant is no longer dark or a replacement Tenant reasonably acceptable to Lender (it being agreed that a Tenant having a lower investment grade rating shall not in and of itself cause such Tenant to not be reasonably acceptable provided such difference would not be deemed material to a prudent lender) has executed a new Lease on terms and conditions reasonably acceptable to Lender for the applicable demised premises, in which case the funds on deposit in the Rollover Reserve Account shall be disbursed in accordance with this Section 7.4.2(c) .
Section 7.5.      Unfunded Obligations Account .
7.5.1      Deposits to Unfunded Obligations Account . Borrower shall pay to Lender on the Closing Date a deposit in the amount of $0.00, which is the amount reasonably estimated by Lender in its sole discretion to be due for the Unfunded Obligations. Amounts so deposited shall hereinafter be referred to as the “ Unfunded Obligation Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Unfunded Obligations Reserve Account ”.
7.5.2      Disbursements from Unfunded Obligations Account . Borrower shall perform its obligations in respect of the Unfunded Obligations when and as due under the respective Leases or other applicable agreements. Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall, within ten (10) Business Days of written request from Borrower, cause disbursements to Borrower from the Unfunded Obligations Reserve Account to reimburse Borrower for reasonable costs and expenses incurred in the performance of Unfunded Obligations (or in the case of any Unfunded Obligations that is free rent, whether or not Borrower makes a request, the amount of such free rent shall automatically be remitted into the Lockbox Account as same would have become due as rent in accordance with Schedule IX ), provided that (a) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (b) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement, that all conditions precedent to such disbursement required by the Loan Documents have been satisfied and that Borrower has received lien releases or waivers (which may be conditioned on payment of the requested disbursement and may be partial in that they relate solely to the work for which payment is being made) from any applicable contractors and subcontractors with respect to the requested disbursement; and (c) Lender may condition the making of a requested disbursement on reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section 7.5 for the expenses to which specific draws made hereunder relate.

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Section 7.6.      Excess Cash Flow Reserve Funds .
7.6.1      Deposits to Excess Cash Flow Reserve Account . During a Cash Sweep Period, all Excess Cash Flow shall be held in a subaccount of the Cash Management Account (or such other account as Lender or its Servicer may require), and shall be held by Lender as additional security for the Loan. Amounts so held shall be hereinafter referred to as the “ Excess Cash Flow Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Excess Cash Flow Reserve Account ”.
7.6.2      Disbursements from Excess Cash Flow Reserve Account . Upon the occurrence of a Cash Sweep Event Cure and provided no additional Cash Sweep Period or Event of Default then exists, all Excess Cash Flow Reserve Funds shall promptly be delivered to Borrower. Any Excess Cash Flow Reserve Funds remaining after the Debt has been paid in full or the Loan has been paid in full shall promptly be paid to Borrower. If a Cash Sweep Period and Lease Sweep Period exist simultaneously and a Cash Sweep Event Cure occurs, all cash flow attributable to the Lease(s) which caused the Lease Sweep Event shall be transferred from the Excess Cash Flow Reserve Account to the Rollover Reserve Account to be held and disbursed in accordance with Section 7.4 hereof.
Section 7.7.      Reserve Funds, Generally . (a) Borrower grants to Lender a first- priority perfected security interest in each of the Reserve Accounts and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by Lender.
(a)      Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in any Reserve Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(b)      The Reserve Accounts shall be held in an Eligible Account in Permitted Investments pursuant to the Cash Management Agreement. All interest or other earnings on a Reserve Account (with the exception of the Tax and Insurance Reserve Account) shall be added to and become a part of such Reserve Account and shall be disbursed in the same manner as other monies deposited in such Reserve Account. All interest or other earnings on the Tax and Insurance Reserve Account shall be for the account of Lender or Servicer in consideration of its administration of such Tax and Insurance Reserve Account. Borrower shall have the right to direct Lender to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by applicable federal, state and local rules, regulations and laws, (c) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Funds

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were created and (d) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds (with the exception of the Tax and Insurance Reserve Funds). No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 7.7 . Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender and Servicer shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.
(c)      Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorney’s fees and expenses) arising from or in any way connected with the Reserve Funds, the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided , however , that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.
(d)      Notwithstanding anything to the contrary contained herein, any Reserve Funds remaining after the Debt has been paid in full shall be returned promptly thereafter to Borrower.
Section 7.8.      Letters of Credit .
(a)      Delivery of Letters of Credit .
(i)      In lieu of making all or any cash deposits to any of the Reserve Accounts, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Section 7.8 . Additionally, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Section 7.8 to replace cash deposits previously made to the Reserve Accounts. The aggregate amount of any Letter of Credit and cash on deposit with respect to the Replacement Reserve Account, the Rollover Reserve Account and the Tax and Insurance Reserve Account, as applicable, shall at all times be at least equal to the aggregate amount which Borrower is required to have on deposit in such Reserve Account pursuant to this Agreement. The aggregate amount of any Letter of Credit and cash on deposit with respect to the Tax and Insurance Reserve Account shall at all times be at least equal to the aggregate which Borrower would be required to deposit in such Reserve Account over the next three (3) month period. In the event that a Letter of Credit is delivered in lieu of any portion of the Tax and Insurance Reserve Funds, Borrower shall be responsible for the payment of Taxes or Insurance Premiums, as applicable, and Lender shall not be responsible therefor. In lieu of making the deposits of Excess Cash Flow to the Excess Cash Flow Reserve Account, Borrower has the right, every three (3) months, to deliver a Letter of Credit to Lender in an amount equal to three (3) months of funds that Borrower reasonably

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anticipates (as reasonably approved by Lender) would otherwise be deposited into the Excess Cash Flow Reserve Account during the impending three month period. Additionally, Borrower shall have the right to substitute a Letter of Credit for cash on deposit in the Excess Cash Flow Reserve Account in which event upon receipt of such Letter of Credit, Lender shall cause cash in an amount equal to the amount of the Letter of Credit to be delivered promptly to Borrower.
(ii)      Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Borrower shall not be entitled to draw from any such Letter of Credit. No party other than Lender shall be entitled to draw on any such Letter of Credit. In the event that any disbursement of any Reserve Funds relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of the applicable disbursement provided hereunder (or an amendment to the original Letter of Credit to reduce the amount accordingly) and (ii) Lender, after receiving such replacement Letter of Credit, promptly returning such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall be required with respect to the final disbursement of the applicable Reserve Funds such that no further sums are required to be deposited in the applicable Reserve Funds. Upon ten (10) days’ notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the applicable Reserve Account if a Letter of Credit has been outstanding for more than six (6) months. Prior to the return of a Letter of Credit, Borrower shall deposit an amount equal to the amount that would have accumulated in the applicable Reserve Account and not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered.
(iii)      Borrower shall provide Lender with notice of any increases in the annual payments for Taxes or Insurance Premiums thirty (30) days prior to the effective date of any such increase and if applicable any applicable Letter of Credit shall be increased by such increased amount at least ten (10) days prior to the effective date of such increase.
(iv)      In the event Borrower delivers to Lender a Letter of Credit pursuant to the provisions of this Section 7.8 after the Closing Date, Borrower shall have no reimbursement obligations with respect to such Letter of Credit, and such Letter of Credit shall be deemed a contribution to Borrower and shall be accompanied by the execution and delivery of a contribution agreement in a form reasonably acceptable to Lender. After the Closing Date, the aggregate amount of any Letters of Credit delivered pursuant to this Agreement or any other Loan Document (together with any guarantees, other than non-recourse guarantees) shall not exceed ten percent (10%) of the outstanding principal balance of the Loan. The applicant under each Letter of Credit shall be required, until such time as the Debt has been paid in full, to waive, release and abrogate any and all rights it may have under any agreement, at law, in equity or otherwise (including, without limitation, any law subrogating the applicant to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Person

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liable for payment of the amounts which the Letter of Credit is intended to cover for any draw made on any such Letter of Credit or otherwise.
(b)      Security for Debt . Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to either (a) draw upon any Letter of Credit and to apply all or any part of such funds to the Debt in such order, proportion or priority as Lender may determine or (b) hold amounts so drawn as additional security for the payment of the Debt. Any such application to the Debt shall be subject to the Yield Maintenance Premium if applied prior to the Open Prepayment Date.
(c)      Additional Rights of Lender . In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit unless upon the occurrence of any of the events set forth in clauses (i) through (iii) , Borrower has delivered a cash deposit to Lender in the amount of the Letter of Credit to replace such Letter of Credit: (i) if Lender has received a notice from the Issuing Bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least fifteen (15) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) upon receipt of notice from the Issuing Bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iii) if the Issuing Bank shall cease to be an Eligible Institution and Borrower fails to deliver a replacement Letter of Credit within fifteen (15) Business Days after Borrower’s receipt of notice from Lender that the Issuing Bank is no longer an Eligible Institution. If Lender draws on the Letter of Credit pursuant to this Section 7.8(c) and no Event of Default exists and is continuing, then Lender shall apply the proceeds of the Letter of Credit to Borrower’s reserve obligations under this Agreement. Notwithstanding anything to the contrary contained herein, Lender shall not be obligated to draw upon any Letter of Credit upon the happening of an event specified in clauses (i) , (ii) or (iii) above and shall not be liable for any losses sustained by Borrower as a result of the insolvency of the bank issuing the Letter of Credit if Lender has not drawn upon the Letter of Credit. Borrower shall not be entitled to draw from any Letter of Credit.
VIII.      DEFAULTS
Section 8.1.      Event of Default . (a) Each of the following events shall constitute an event of default hereunder (an “ Event of Default ”):
(i)      if (A) any Monthly Debt Service Payment Amount is not paid on or before the date it is due, (B) the Debt is not paid in full on the Maturity Date, or (C) any other portion of the Debt not specified in the foregoing clause (A) or (B) or any other amount payable to Lender pursuant to the Loan Documents is not paid on or prior to the date when the same is due; provided, that with respect to clause (C) only, such failure is continuing for five (5) Business Days after Lender delivers notice thereof to Borrower, subject to Section 2.6.3 hereof;

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(ii)      if any of the Taxes or Other Charges are not paid prior to the date on which any penalties or interest would be due; provided , however , that Lender’s failure to timely pay the Taxes or Other Charges from the Tax and Insurance Reserve Account shall not constitute an Event of Default if sufficient funds collected pursuant to Section 7.2 hereof are available in the Tax and Insurance Reserve Account to pay such Taxes or Other Charges when due and Lender fails to apply same when required to do so in accordance with this Agreement;
(iii)      if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Lender upon request; provided , however , that Lender’s failure to timely pay the Insurance Premiums from the Tax and Insurance Reserve Account shall not constitute an Event of Default if sufficient funds collected pursuant to Section 7.2 hereof are available in the Tax and Insurance Reserve Account to pay such Insurance Premiums when due and Lender fails to apply same when required to do so in accordance with this Agreement;
(iv)      if Borrower Transfers or otherwise encumbers any portion of any Individual Property or any Person Transfers or otherwise encumbers any interest in a Restricted Party without Lender’s prior written consent (to the extent required herein) in violation of the provisions of this Agreement or Article 6 of the applicable Security Instruments;
(v)      if any representation or warranty made by Borrower or Guarantor herein or made by Borrower or Guarantor in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender by Borrower or Guarantor shall have been false or misleading in any material respect as of the date the representation or warranty was made, provided that, to the extent that Lender reasonably determines that any such false or misleading representation or warranty was inadvertent, is non-recurring, and is capable of being cured, then the foregoing shall only constitute an Event of Default if Borrower does not cure such false or misleading representation or warranty within thirty (30) days following the date on which Borrower receives notice of such false or misleading representation or warranty from Lender;
(vi)      if Borrower or Guarantor shall (i) make an assignment for the benefit of creditors or (ii) generally not pay its debts as they become due;
(vii)      if a receiver, liquidator or trustee shall be appointed for Borrower or if Borrower shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of Borrower shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

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(viii)      if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;
(ix)      if Guarantor shall make an assignment for the benefit of creditors or if a receiver, liquidator or trustee shall be appointed for Guarantor or if Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Guarantor, or if any proceeding for the dissolution or liquidation of Guarantor shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days and Lender declares the foregoing to be an Event of Default;
(x)      (A) if Borrower breaches any of its respective negative covenants contained in Section 5.2 hereof in any material respect unless Borrower promptly corrects such breach within ten (10) Business Days (or such longer period as is expressly provided for in this Agreement) after the earlier of (i) receipt of notice from Lender thereof and (ii) Borrower gaining knowledge of such breach, or (B) if Borrower breaches any representation, warranty or covenant contained in Section 4.1.30 hereof, unless (x) such breach is immaterial, inadvertent and non-recurring and (y) such violation or failure to comply does not materially increase the likelihood of substantive consolidation between Borrower and any other entity and if required by Lender, Borrower delivers an Additional Insolvency Opinion reasonably acceptable to Lender taking into consideration such breaches and (z) such violation or failure is both susceptible of cure and is promptly corrected by Borrower within thirty (30) days after such breach occurs;
(xi)      with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice and the expiration of such grace period;
(xii)      if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect unless (x) the action causing such assumption to be untrue is immaterial, inadvertent and non-recurring and (y) the action causing such assumption to be untrue does not materially increase the likelihood of substantive consolidation between Borrower and any other entity and if required by Lender, Borrower delivers an Additional Insolvency Opinion reasonably acceptable to Lender taking into consideration the action causing such assumption to be untrue and (z) the action causing such assumption to be untrue is both susceptible of cure and is promptly corrected by Borrower within thirty (30) days after such action occurs;
(xiii)      if a material default has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and if such default permits the Manager thereunder to terminate or cancel the Management

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Agreement (or any Replacement Management Agreement) to the extent Borrower receives notice of such default and fails to promptly cure such default within ten (10) Business Days thereafter, and if Manager terminates the same, Borrower fails to enter into a Replacement Management Agreement in accordance with the applicable terms and conditions of this Agreement prior to the effective termination date of the Management Agreement by Manager;
(xiv)      if Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;
(xv)      if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or any other Loan Document not specified in this Section 8.1(a) , for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided , however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that 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 reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days;
(xvi)      if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;
(xvii)      if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, each for five (5) Business Days after notice to Borrower from Lender;
(xviii)      if an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, is reasonably likely to result in a Material Adverse Effect; or
(xix)      if Guarantor breaches any of the Guarantor Financial Covenants and Borrower does not provide a Replacement Guarantor within the time period set forth in Section 1.12(f) of the Guaranty.
(b)      Upon the occurrence of an Event of Default (other than an Event of Default described in Sections 8.1(a)(vi) , (vii) or (viii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to any or all of the Properties, including, without limitation, declaring the Debt to be immediately due and payable, and Lender

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may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Sections 8.1(a)(vi) , (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.
Section 8.2.      Remedies . (a) Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Individual Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and each Security Instrument has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.
(a)      With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property for the satisfaction of any of the Debt in any preference or priority to any other Individual Property, and Lender may seek satisfaction out of the Properties, or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Security Instruments in any manner and for any amounts secured by the Security Instruments then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Security Instruments to recover such delinquent payments or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan following an Event of Default, Lender may foreclose one or more of the Security Instruments to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Security Instruments as Lender may elect. Notwithstanding one or more partial foreclosures, the remaining Properties shall remain subject to the Security Instruments to secure payment of sums secured by the Security Instruments and not previously recovered.

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(b)      Following an Event of Default, Lender shall have the right from time to time to sever the Notes and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “ Severed Loan Documents ”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided , however , Lender shall not make or execute any such documents under such power until an Event of Default has occurred and Lender has accelerated the Loan. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.
(d)      Any amounts recovered from the Property or any other collateral for the Loan after and during the continuation of an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.
(e)      If an Event of Default exists, Lender may (directly or by its agents, employees, contractors, engineers, architects, nominees, attorneys or other representatives), but without any obligation to do so and without notice to Borrower and without releasing Borrower from any obligation hereunder, cure the Event of Default in such manner and to such extent as Lender may deem necessary to protect the security hereof. Lender (and its agents, employees, contractors, engineers, architects, nominees, attorneys or other representatives) are authorized to enter upon the Property to cure such Event of Default, and Lender is authorized to appear in, defend, or bring any action or proceeding reasonably necessary to maintain, secure or otherwise protect the Property or the priority of the Lien granted by the Security Instruments.
(a)      If an Event of Default has occurred and is continuing and Lender has commenced the exercise of its remedies in connection therewith, Lender may appear in and defend any action or proceeding brought with respect to the Property and may bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its sole discretion, decides should be brought to protect its interest in the Property. Lender shall, at its option, be subrogated to the Lien of any mortgage or other security instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment of the Debt.
(b)      As used in this Section 8.2 , a “foreclosure” shall include, without limitation, any sale by power of sale.

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Section 8.3.      Remedies Cumulative; Waivers . The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower or Guarantor pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower or Guarantor shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or Guarantor or to impair any remedy, right or power consequent thereon.
IX.      SPECIAL PROVISIONS
Section 9.1.      Securitization .
9.1.1      Sale of Note and Securitization . (a) Borrower acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “ Securities ”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales and/or securitizations, collectively, a “ Securitization ”).
(a)      In connection with a Securitization or Participation, at the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization or Participation (but in no event shall such cooperation result in any increase in any obligations of Borrower or rights of Lender or decrease in any rights of Borrower or obligations of Lender under the Loan Documents or a change in any of the economic or monetary provisions of the Loan or the Loan Documents or result in any “rate creep” under the Loan Documents prior to any Event of Default). Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Properties and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that Borrower, Guarantor and their respective officers and representatives, shall, at Lender’s request, at Lender’s sole cost and expense subject to Section 9.1.2 hereof, cooperate with Lender’s efforts to arrange for a Securitization or Participation in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization or Participation (as applicable), including, without limitation, to:

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(i)      provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to Lender and the Rating Agencies;
(ii)      assist in preparing descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, and their respective Affiliates to obtain, collect, and deliver information requested or required by Lender or the Rating Agencies;
(iii)      deliver (x) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower and their respective Affiliates and the Loan Documents, and (y) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;
(iv)      if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to Lender and the Rating Agencies;
(v)      make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrower and the Loan Documents as may be reasonably requested by Lender or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents;
(vi)      make upon Lender’s written request, without limitation, all structural or other changes to the Loan (including delivery of one or more new component notes to replace the original notes or modify the original notes to reflect multiple components of the Loan and such new notes or modified notes may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as Borrower previously provided to Lender on the Closing Date; provided , however , that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (A) the initial weighted average interest rate payable under the Notes or take any other action which would result in “rate creep” prior to any Event of Default, (B) the stated maturity of the Notes, (C) the provisions related to pro rata payment between the Loan and any mezzanine loans and among the notes for each such loan prior to an Event of Default, (D) the aggregate principal of the Notes, (E) any other material economic term of the Loan, (F) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents, or (G) increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents or increase the rights or reduce the obligations of Lender, nor shall

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Borrower (subject to Section 9.1.3 hereof) be required to modify its organizational structure or make any other modification, if such modification would cause it or any of its Affiliates or direct or indirect owners to incur any additional tax liability. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans;
(vii)      if requested by Lender, to divide the Properties into two (2) or more separate pools, each securing separate notes/loans which may or may not be cross-defaulted and/or cross collateralized, provided that in creating such separate notes Borrower shall not be required to agree to any changes that would modify the initial weighted average interest rate payable under the Notes, result in “rate creep” prior to any Event of Default or increase any obligations of Borrower or rights to Lender or decrease any obligations of Lender or rights of Borrower; and
(viii)      if requested by Lender, review any information regarding the Properties, Borrower, Guarantor, Manager and the Loan which is contained in any Disclosure Documents (including any amendment or supplement to either thereof), including without limitation, the sections entitled “Risk Factors”, “Special Considerations”, “Description of the Mortgage”, “Description of the Mortgage Loan and Mortgaged Property”, “The Manager”, “The Borrower”, and “Certain Legal Aspects of the Mortgage Loan” (or sections similarly titled or covering similar subject matters) and shall confirm that the factual statements and representations contained in such sections and such other information in the Disclosure Documents (to the extent such information relates to, or is based on, or includes any information regarding the Properties, Borrower, Guarantor, Manager and/or the Loan) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
(b)      Lender or an agent appointed by it, in either case acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of each Lender, and the principal amounts (and stated interest) of the Loan owing to each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and Borrower and each Lender shall 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. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(c)      If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower (including any guarantor or other Person that is directly or indirectly committed by contract or otherwise to make payments on all or a part of the Loan) collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request the following financial information:
(i)      if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed ten percent

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(10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, net operating income for the Properties and the Related Properties for the most recent Fiscal Year and interim period as required under Item 1112(b)(1) of Regulation AB (or, if the Loan is not treated as a non-recourse loan under Instruction 3 for Item 1101(k) of Regulation AB, selected financial data meeting the requirements and covering the time periods specified in Item 301 of Regulation S-K and Item 1112(b)(1) of Regulation AB), or
(ii)      if Lender expects that the principal amount of the Loan together with any Related Loans, as of the cut-off date for such Securitization, may equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included in the Securitization, the financial statements required under Item 1112(b)(2) of Regulation AB (which includes, but may not be limited to, a balance sheet with respect to the entity that Lender determines to be a Significant Obligor for the two most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-01 of Regulation S-X, and statements of income and statements of cash flows with respect to the Properties for the three most recent Fiscal Years and applicable interim periods, meeting the requirements of Rule 3-02 of Regulation S-X (or if Lender determines that the Properties is the Significant Obligor and the Properties (other than properties that are hotels, nursing homes, or other properties that would be deemed to constitute a business and not real estate under Regulation S-X or other legal requirements) was acquired from an unaffiliated third party and the other conditions set forth in Rule 3-14 of Regulation S-X have been met, the financial statements required by Rule 3-14 of Regulation S-X)).
(d)      Further, if requested by Lender, Borrower shall, promptly upon Lender’s request, furnish to Lender financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, for any Tenant of the Properties (to the extent available to Borrower) if, in connection with a Securitization, Lender expects there to be, as of the cutoff date for such Securitization, a concentration with respect to such Tenant or group of Affiliated Tenants within all of the mortgage loans included or expected to be included in the Securitization such that such Tenant or group of Affiliated Tenants would constitute a Significant Obligor. Borrower shall furnish to Lender, in connection with the preparation of the Disclosure Documents and on an ongoing basis, financial data and/or financial statements with respect to such Tenants meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.
(e)      If Lender determines that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, are a Significant Obligor, then Borrower shall furnish to Lender, on an ongoing basis, selected financial data or financial statements meeting the requirements of Item 1112(b)(1) or (2) of Regulation AB, as specified by Lender, but only for so long as such entity or entities are a Significant Obligor and either (x) Exchange Act Filings are required to be made under applicable

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Legal Requirements or (y) comparable information is required to otherwise be “available” to holders of the Securities under Regulation AB or applicable Legal Requirements.
(f)      Any financial data or financial statements provided pursuant to this Section 9.1 shall be furnished to Lender within the following time periods:
(i)      with respect to information requested in connection with the preparation of Disclosure Documents for a Securitization, within ten (10) Business Days after notice from Lender; and
(ii)      with respect to ongoing information required under Section 9.1.1(d) and (e) above, (1) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (2) not later than seventy-five (75) days after the end of each Fiscal Year of Borrower.
(g)      If requested by Lender, Borrower shall provide Lender, promptly, and in any event within three (3) Business Days following Lender’s request therefor, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall reasonably determine to be required pursuant to Regulation S-K or Regulation S-X, as applicable, Regulation AB, or any amendment, modification or replacement thereto or other Legal Requirements relating to a Securitization or as shall otherwise be reasonably requested by the Lender.
(h)      If requested by Lender, whether in connection with a Securitization or at any time thereafter during which the Loan and any Related Loans are included in a Securitization, Borrower shall provide Lender, promptly upon request, a list of Tenants (including all affiliates of such Tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more (but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent.
(i)      All financial statements provided by Borrower pursuant to Section 9.1.1(c) , (d) , (e) or (f) shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and other applicable Legal Requirements. All financial statements relating to a Fiscal Year shall be audited by Independent Accountants in accordance with generally accepted auditing standards, Regulation S-X or Regulation S-K, as applicable, Regulation AB, and all other applicable Legal Requirements, shall be accompanied by the manually executed report of the Independent Accountants thereon, which report shall meet the requirements of Regulation S-K or Regulation S-X, as applicable, Regulation AB, and all other applicable Legal Requirements, and shall be further accompanied by a manually executed written consent of the Independent Accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such Independent Accountants and the reference to such Independent Accountants as “experts” in any Disclosure Document and Exchange Act Filing (or comparable information is required to otherwise be available to holders of the Securities under Regulation AB or applicable Legal Requirements), all of which shall be provided at the same time as the related financial statements are required to be provided. All other financial

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statements shall be certified by the chief financial officer of Borrower, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this paragraph.
(j)      In connection with any Securitization, Lender shall have the right, and Borrower hereby authorizes Lender, to disclose any and all information in Lender’s possession regarding Borrower, Guarantor, Manager, the Properties and/or the Loan in any disclosure document, in any promotional or marketing materials that are prepared by or on behalf of Lender in connection with such Securitization or in connection with any oral or written presentation made by or on behalf of Lender, including without limitation, to any actual or potential investors and any Rating Agencies and other NRSROs. Notwithstanding anything in this Section 9.1.1 to the contrary, if audited financial statements are required, Borrower may provide the audited financial statements of REIT in lieu of audited financial statements of the Borrower.
9.1.2      Securitization Costs . All reasonable third party costs and expenses incurred by Borrower, Guarantor and Manager in connection with Borrower’s complying with requests made under Section 9.1.1 (including, without limitation, the fees and expenses of the Rating Agencies) and Section 9.1.3 shall be paid by Lender, except in such situations as reasonably determined by Lender that actions taken by Lender was a reasonable and proximate result of any misrepresentation or omission of Borrower or any material adverse condition of the Property in which event(s) all costs and expenses incurred by Borrower in connection with Borrower’s compliance of the terms and conditions of Section 9.1.1 and Section 9.1.3 , including the fees and expenses of Borrower’s attorneys (whether in-house or retained), shall be paid by Borrower.
9.1.3      Mezzanine Loans . Notwithstanding the provisions of Section 9.1 to the contrary, each Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to create one or more mezzanine loans (each, a “ New Mezzanine Loan ”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to reallocate the interest rate among the Loan and any new Mezzanine Loan(s) and to require the payment of the Loan and any New Mezzanine Loan(s) to be made pro rata prior to an Event of Default; provided , that (i) in no event shall the weighted average interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s), and (ii) such New Mezzanine Loan(s) will not increase Borrower’s obligations and liabilities under the Loan Documents, or decrease the rights of Borrower under the Loan Documents, or decrease Lender’s obligations under the Loan Documents or increase Lender’s rights under the Loan Documents provided that customary mezzanine loan provisions shall not constitute an increase in Lender’s rights or decrease in Borrower’s rights or increase in Borrower’s obligations. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.3 , all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine

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Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “ New Mezzanine Borrower ”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended, and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and the Rating Agencies.
9.1.4      Participations .
(a)      Borrower acknowledges and agrees that Lender may at any time issue one or participation interests in the Loan (each, a “ Participation ”).
(b)      Each Lender that sells a participation pursuant to Section 9.1.4(a) 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 Loan or other Obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
9.1.5      Re-Dating . In connection with a Securitization or other sale of all or a portion of the Loan, Lender shall have a one-time right to modify all payment dates (including but not limited to payment dates, interest period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days (such action and all related action is a “ Re-Dating ”). Borrower shall cooperate with Lender to implement any Re-Dating. If Borrower fails to cooperate with Lender within ten (10) Business Days of written request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the Re-Dating.
Section 9.2.      Securitization Indemnification . (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Note in updating

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the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.
(a)      The Indemnifying Persons agree to provide, in connection with the Securitization, an indemnification agreement in form reasonably satisfactory to Lender and the Indemnifying Persons (i) certifying that (A) each Indemnifying Person has examined those portions of the Disclosure Documents specified by Lender and provided to such Indemnifying Person which may include, without limitation, the sections entitled “Risk Factors”, “Special Considerations”, “Description of the Security Instruments”, “Description of the Mortgage Loans and Mortgaged Property”, “The Manager”, “The Borrower,” and “Certain Legal Aspects of the Mortgage Loan”, and (B) such sections (to the extent such information relates to or includes any Provided Information or any information regarding the Property, Borrower, Manager which is an Affiliate of Borrower or Guarantor, and/or the Loan) (collectively with the Provided Information, the “ Covered Disclosure Information ”), and such Covered Disclosure Information does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) jointly and severally indemnifying each Co-Lender (including its officers and directors), Credit Suisse (whether or not it is the Lender), any Affiliate of any Co-Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of any Co-Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Indemnified Persons ”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, reasonable legal fees and expenses for enforcement of these obligations (collectively, the “ Liabilities ”)) to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities; provided , however , that (x) the Indemnifying Person will be liable in any such case under Section 9.1.4(b) only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to any Co-Lender by or on behalf of the Indemnifying Person in connection with the preparation of the Disclosure Document, (y) the Indemnifying Person shall not be obligated to provide the certification set forth herein or be liable hereunder if such Indemnifying Person has not been afforded reasonable time under the circumstances to review and comment on the applicable sections of the applicable Disclosure Document, and (z) no Indemnifying Person shall be liable in connection with the above with respect to any statement or omission or any failure of a Co-Lender to accurately transcribe any

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portion of the Covered Disclosure Information provided by such Indemnifying Person. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification and reimbursement obligations provided for in clauses (ii) and (iii) above shall be effective, valid and binding obligations of the Indemnifying Persons, whether or not an indemnification agreement described in clause (i) above is provided.
(b)      In connection with any filing pursuant to the Exchange Act in connection with or relating to the Securitization, the Indemnifying Persons jointly and severally agree to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities; provided , however , that (x) the Indemnifying Person will be liable in any such case under Section 9.2(c) only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to any Co-Lender by or on behalf of the Indemnifying Person in connection with the preparation of the Disclosure Document, (y) the Indemnifying Person shall not be obligated to provide the certification set forth herein or be liable hereunder if such Indemnifying Person has not been afforded reasonable time under the circumstances to review and comment on the applicable sections of the applicable Disclosure Document, and (z) no Indemnifying Person shall be liable in connection with the above with respect to any statement or omission or any failure of a Co-Lender to accurately transcribe any portion of the Covered Disclosure Information provided by such Indemnifying Person.
(c)      Borrower shall indemnify each Co-Lender and each of its respective officers, directors, partners, employees, representatives, agents and Affiliates against any liabilities to which such Co-Lender, each of its respective officers, directors, partners, employees, representatives involved in the origination of the Loan or the Securitization, agents and Affiliates, may become subject in connection with any indemnification to the Rating Agencies in connection with issuing, monitoring or maintaining the Securities insofar as the liabilities arise out of or are based upon any untrue statement of any material fact in any information provided by or on behalf of the Borrower to the Rating Agencies (the “ Covered Rating Agency Information ”) or arise out of or are based upon the omission to state a material fact in the Covered Rating Agency Information required to be stated therein or necessary in order to make the statements in the Covered Rating Agency Information, in light of the circumstances under which they were made, not misleading.
(d)      Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against any Indemnifying Person, notify such Indemnifying Person in writing of the claim or the commencement of that action; provided , however , that the failure to notify such

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Indemnifying Person shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.2 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.2 . If any such claim or action shall be brought against an Indemnified Person, and it shall notify any Indemnifying Person thereof, such Indemnifying Person shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Indemnifying Person to the Indemnified Person of its election to assume the defense of such claim or action, such Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided , however , if the defendants in any such action include both an Indemnifying Person, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to the Indemnifying Person, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which the Indemnifying Person is required hereunder to indemnify such Indemnified Person. No Indemnifying Person shall be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there is an actual conflict of interest between the Indemnified Parties seeking separate representation.
(e)      Without the prior written consent of Lender (which consent shall not be unreasonably withheld), no Indemnifying Person shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless the Indemnifying Person shall have given Lender reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as an Indemnifying Person has complied with its obligations to defend and indemnify hereunder, such Indemnifying Person shall not be liable for any settlement made by any Indemnified Person without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld).
(f)      The Indemnifying Persons agree that if any indemnification or reimbursement sought pursuant to this Section 9.2 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.2 ), then the Indemnifying Persons, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion

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as is appropriate to reflect the relative benefits to the Indemnifying Persons, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) above but also the relative faults of the Indemnifying Persons, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.2 , (i) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation and (ii) the Indemnifying Persons agree that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.
(g)      The Indemnifying Persons agree that the indemnification, contribution and reimbursement obligations set forth in this Section 9.2 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. The Indemnifying Persons further agree that the Indemnified Persons are intended third party beneficiaries under this Section 9.2 .
(h)      The liabilities and obligations of the Indemnified Persons and the Indemnifying Persons under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt as to matters that arise due to facts or circumstances existing prior to satisfaction and discharge of the Debt.
(i)      Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.
Section 9.3.      Increased Costs Due to Capital and Liquidity Requirements. If Lender determines that, as a consequence of this Agreement or the loan made by Lender, any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on Lender’s capital or on the capital of Lender’s holding company to a level below that which Lender or Lender’s holding company could have achieved but for such Change in Law (taking into consideration Lender’s policies and the policies of Lender’s holding company with respect to capital adequacy) and Lender is making the same determination for similarly situated borrowers and similar loans, then from time to time Borrower will pay to Lender such additional amount or amounts as will compensate Lender or Lender’s holding company for any such reduction suffered.
Section 9.4.      Exculpation . (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Notes, this Agreement, the Security Instruments or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Notes, this Agreement, the Security Instruments and the other Loan Documents, or in the Properties, the Rents, or any other

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collateral given to Lender pursuant to the Loan Documents; provided , however , that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Notes, this Agreement, the Security Instruments and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Notes, this Agreement, the Security Instruments or the other Loan Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Security Instruments; (iii) affect the validity or enforceability of the Guaranty or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases; or (vi) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Security Instruments (in which event such deficiency judgment shall be used solely to realize on such Collateral) or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Properties.
(a)      Nothing contained herein shall in any manner or way release, affect or impair the right of Lender to recover, and Borrower shall be fully and personally liable and subject to legal action, for any loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs) incurred or suffered by Lender arising out of or in connection with any of the following:

(i)      fraud or intentional material misrepresentation by Borrower or Guarantor in connection with the Loan;
(ii)      the gross negligence or willful misconduct of Borrower or Guarantor;
(iii)      the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement or in the Security Instruments concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document;
(iv)      the removal or disposal of any portion of the Properties after an Event of Default or material physical waste of the Properties;
(v)      the misapplication, misappropriation or conversion by Borrower or Guarantor of (A) any Insurance Proceeds paid by reason of any Casualty, (B) any Awards received in connection with a Condemnation, (C) any Rents following an Event of Default or (D) any Rents paid more than one (1) month in advance;
(vi)      failure to pay charges for labor or materials or other charges or judgments that can create Liens on any portion of the Properties except to the extent the same are being contested in good faith in accordance with this Agreement;

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(vii)      any security deposits, advance deposits or any other deposits collected with respect to the Properties which are not delivered to Lender upon a foreclosure of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action-in-lieu thereof;
(viii)      intentionally omitted;
(ix)      a breach of Section 9.2 and/or Section 10.21 hereof;
(x)      the failure to pay Taxes or Insurance Premiums in accordance with the terms of the Loan Documents or the failure to maintain the Policies required pursuant to the terms of the Loan Documents in full force and effect, in each case to the extent that there is sufficient cash flow from the Properties (on an aggregate basis) to pay therefor or funds are available in the Tax and Insurance Reserve Accounts to pay the same;
(xi)      if Borrower or any Affiliate of Borrower, in any judicial or quasi-judicial case, action or proceeding relating to the Debt brought by Lender (a) contests the validity or enforceability of the Loan Documents or (b) directly or indirectly contests or intentionally hinders, delays or obstructs the pursuit of any rights or remedies by Lender (including the commencement and/or prosecution of a foreclosure action, judicial or non-judicial, the appointment of a receiver for the Property or any portion thereof or any enforcement of the terms of the Assignment of Leases) after an Event of Default; provided, however, that there shall be no liability to Borrower under this subsection for raising and pursuing good faith actions or defenses;
(xii)      intentionally omitted;
(xiii)      any material amendment or modification of any Lease affecting any Individual Property in violation of the terms of this Agreement or any cancellation or termination of any Lease (other than a termination of a Lease due to the Tenant’s unilateral right to terminate as set forth in such Lease at the time of Lender’s approval or deemed approval thereof) in violation of the terms of the Loan Documents;
(xiv)      the failure by any Individual Borrower to comply with any representation, warranty or covenant set forth in Section 4.1.30 hereof;
(xv)      the failure by any Individual Borrower to maintain its status as a Special Purpose Entity, which failure is cited as a factor in the substantive consolidation of such Individual Borrower with any other Person in connection with any federal or state bankruptcy proceeding; and/or
(xvi)      any cash flow not being deposited into the Rollover Reserve Fund pursuant to subsection (b) of the definition of “Lease Sweep Event” with respect to each Lease which caused the Lease Sweep Event to occur (or, for the avoidance of doubt, would have caused a Lease Sweep Period to commence if a Lease Sweep Period did not already exist) to the

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extent required under the Loan Documents during the period commencing on the date Tenant notifies Borrower that it does not intend to renew such Lease and ending on the date the Lease Sweep Period pursuant to such subsection (b) of the definition of “Lease Sweep Event” actually commences hereunder.
Notwithstanding anything to the contrary in this Agreement, the Notes or any of the Loan Documents, (I) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by the Security Instruments or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents and (II) the Debt shall be fully recourse to Borrower in the event of any of the following: (A) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or Guarantor colludes with, or otherwise assists such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (C) Borrower filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) Borrower consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Properties other than at Lender’s request; (E) Borrower making an assignment for the benefit of creditors other than at Lender’s request, or admitting, in writing or in any legal proceeding other than at Lender’s request, its insolvency or inability to pay its debts as they become due; (F) if any Individual Borrower fails to maintain its status as a Special Purpose Entity and such failure results in the substantive consolidation of such Individual Borrower with any other Person in connection with any federal or state bankruptcy proceeding; (G) if Borrower fails to obtain Lender’s prior written consent to any Indebtedness not permitted under the Loan Documents or voluntary Lien encumbering the Properties, other than as expressly permitted without Lender’s consent pursuant to the Loan Documents; and/or (H) if Borrower fails to obtain Lender’s prior written consent to any Transfer to the extent such consent is required by this Agreement or the Security Instruments.
Section 9.5.      Matters Concerning Manager . If (i) the Loan is accelerated after the occurrence of an Event of Default, (ii) the Manager shall become subject to a Bankruptcy Action or (iii) a material default occurs under the Management Agreement beyond any applicable grace and cure periods, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement on terms and conditions reasonably satisfactory to Lender.
Section 9.6.      Servicer . At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “ Servicer ”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other

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agreement providing for the servicing of one or more mortgage loans (collectively, the “ Servicing Agreement ”) between Lender and Servicer; provided , however , except as expressly set forth in this Section 9.6 , Borrower shall not be responsible for the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Sections 2.2.4 and 2.3.5 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer or trustee in respect of the protection and preservation of the Property (including, without limitation, payments of Taxes and Insurance Premiums) and (b) all actual out-of-pocket reasonable costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer (including any reasonable attorneys’ fees and expenses) as a result of or in connection with the following: (i) as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents or of any insolvency or bankruptcy proceeding; (ii) following an Event of Default or the Loan becoming specially serviced, any liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis; (iii) following an Event of Default or the Loan becoming specially serviced, the costs of all property inspections and/or appraisals of the Property (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement or required under the terms and conditions of this Agreement); or (iv) any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, assumption or modification of the Loan not otherwise provided for in this Agreement.
X.      MISCELLANEOUS
Section 10.1.      Survival . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Notes, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.
Section 10.2.      Lender’s Discretion . Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever

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this Agreement expressly provides that Lender may not withhold its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefore.
Section 10.3.      Governing Law . (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(a)      ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON-

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CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:
CORPORATION SERVICES COMPANY
80 STATE STREET
ALBANY, NEW YORK 12207
AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS) AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
Section 10.4.      Modification, Waiver in Writing . No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Notes, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.
Section 10.5.      Delay Not a Waiver . Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Notes or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Notes or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Notes or the other

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Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.
Section 10.6.      Notices . All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 10.6 ):
If to Lender:
Column Financial, Inc.
One Madison Avenue
New York, New York 10019
General Counsel’s Office
Attention: Sarah Nelson, Esq.,
Facsimile No.: (212) 743-2823
Citi Real Estate Funding Inc.
390 Greenwich Street
7
th Floor
New York, New York 10013
Attention: Ana Rosu Marmann
Facsimile No.: (646) 328-2938
With a copy to:
Cadwalader, Wickersham & Taft, LLP
227 West Trade Street, Suite 2400
Charlotte, North Carolina 28202
Attention: Holly M. Chamberlain, Esq.
Facsimile No.: (704) 348-5200
and to:
Column Financial, Inc.
Eleven Madison Avenue
New York, New York 10019
Attention: N. Dante LaRocca
Facsimile No.: (646) 935-8520
If to Borrower:
c/o Global Net Lease, Inc.
405 Park Avenue
New York, New York 10022
Attention: Jesse Galloway
With a copy to:
Arnold & Porter Kaye Scholer LLP
250 W 55 th Street
New York, NY 10019
Attention: John Busillo, Esq.

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A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day.
Section 10.7.      Trial by Jury . EACH OF LENDER (BY ITS ACCEPTANCE OF THIS AGREEMENT) AND BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.
Section 10.8.      Headings . The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
Section 10.9.      Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Section 10.10.      Preferences . To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.
Section 10.11.      Waiver of Notice . Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for

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which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.
Section 10.12.      Remedies of Borrower . In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages (including, without limitation, any special, indirect, consequential or punitive damages), and Borrower s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.
Section 10.13.      Expenses; Indemnity . (a) Except as expressly provided otherwise in this Agreement or the other Loan Documents, Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, each Co-Lender upon receipt of notice from such Co-Lender for all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Co-Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by such Co-Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) each Co-Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (v) securing Borrower’s compliance with any reasonable requests made pursuant to the provisions of the Loan Documents with which Borrower is required to comply pursuant to the other terms of the Loan Documents; (vi) the filing and recording fees and expenses, title insurance and fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Properties, or any other security given for the Loan, all as provided herein; and (viii) enforcing any obligations of Borrower or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Properties (including any fees and expenses reasonably incurred by or payable to Servicer or a trustee in connection with the transfer of the Loan to a special servicer upon Servicer’s anticipation of a Default or Event of Default, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing

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Borrowers’ defaults under the Loan Documents), or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings or any other amounts required under Section 9.6 ; provided , however , that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account or Cash Management Account, as applicable.
(a)      Borrower shall indemnify, defend and hold harmless each Co-Lender and its officers, directors, agents, employees and affiliates and/or subsidiaries involved in a Securitization of the Loan (and the successors and assigns of the foregoing) and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, any Person who may hold or acquire or will have held a full or partial direct interest in the Loan (collectively, the “ Lender Indemnitees ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not a Lender Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender Indemnitee in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents or (ii) any breach by Borrower of its obligations related to the use or intended use of the proceeds of the Loan (collectively, the “ Indemnified Liabilities ”); provided , however , that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender Indemnitees. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.
(b)      Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency following a Securitization pursuant to the terms and conditions of this Agreement or any other Loan Document and the Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.
(c)      In no event shall Borrower have any liability under this Agreement or under any other Loan Document for special, incidental, indirect or consequential damages.

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Section 10.14.      Schedules Incorporated . The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.
Section 10.15.      Offsets, Counterclaims and Defenses . Any assignee of Lender s interest in and to this Agreement, any Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.
Section 10.16.      No Joint Venture or Partnership; No Third Party Beneficiaries . (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Properties other than that of mortgagee, beneficiary or lender.
(a)      This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.
Section 10.17.      Publicity . All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Credit Suisse, or any of their Affiliates may be made without Lender’s prior approval (but subject to Lender's prior review and comment) so long as such news release or publicity (1) is consistent with past practices of Borrower, Guarantor and their Affiliates for commercial real estate loans and (2) does not refer in any manner to a potential Securitization of the Loan. Any news release or publicity that does not satisfy both clauses (1) and (2) of the preceding sentence shall be subject to the prior written approval of Lender (not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Borrower shall have the right to disclose in any filing required by applicable regulatory agencies or any other Governmental Authority any information required by such regulatory agency or other Governmental Authority upon reasonable prompt written notice to Lender.

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Section 10.18.      Cross Default; Cross Collateralization; Waiver of Marshalling of Assets .
(a)      Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Security Instruments are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any Security Instrument shall constitute an Event of Default under each of the other Security Instruments which secure the Notes; (ii) an Event of Default under any Note or this Agreement shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Notes as if a single blanket lien were placed on all of the Properties as security for the Notes; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.
(b)      To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of all or any of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.
Section 10.19.      Waiver of Counterclaim . Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.
Section 10.20.      Conflict; Construction of Documents; Reliance . In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations

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of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.
Section 10.21.      Brokers and Financial Advisors . Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s reasonable attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein other than as a result of the gross negligence or willful misconduct of Lender. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.
Section 10.22.      Prior Agreements . This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Term Sheet dated August 23, 2017 between REIT and Lender, are superseded by the terms of this Agreement and the other Loan Documents.
Section 10.23.      Joint and Several Liability . If Borrower consists of more than one (1) Person the obligations and liabilities of each Person shall be joint and several.
Section 10.24.      Counterparts . This Agreement may be executed in several counterparts, each of which when executed and delivered is an original, but all of which together shall constitute one instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart that is executed by the party against whom enforcement of this Agreement is sought. Handwritten signatures to this Agreement transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or “PDF” file) shall be valid and effective to bind the party so signing
Section 10.25.      Cumulative Rights . All of the rights of Lender under this Agreement hereunder and under each of the other Loan Documents and any other agreement now or hereafter executed in connection herewith or therewith, shall be cumulative and may be exercised singly, together, or in such combination as Lender may determine in its sole judgment.
Section 10.26.      Reliance on Third Parties . Lender may perform any of its responsibilities hereunder through one or more agents, attorneys or independent contractors. In addition, Lender may conclusively rely upon the advice or determinations of any such agents,

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attorneys or independent contractors in performing any discretionary function under the terms of this Agreement.
Section 10.27.      Consent of Holder . Wherever this Agreement refers to Lender’s consent or discretion or other rights, such references to Lender shall be deemed to refer to any holder of the Loan. The holder of the Loan may from time to time appoint a trustee or Servicer, and Borrower shall be entitled to rely upon written instructions executed by a purported officer of the holder of the Loan as to the extent of authority delegated to any such trustee or Servicer from time to time and determinations made by such trustee or Servicer to the extent identified a within the delegated authority of such trustee or Servicer, unless and until such instructions are superseded by further written instructions from the holder of the Loan.
Section 10.28.      Intentionally Omitted .
Section 10.29.      EU Bail-in Requirements . Notwithstanding anything to the contrary in any Loan Document or in any agreement, arrangement or understanding between Borrower and Lender, Borrower, Guarantor, any Affiliated Manager, and Lender acknowledge and accept that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b)      the effect of any Bail-In Action in relation to 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 part of, any such liability into shares, other securities or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)      the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
Section 10.30.      Contributions and Waivers .
(a)      As a result of the transactions contemplated by this Agreement, each Individual Borrower will benefit, directly and indirectly, from each other Individual Borrower’s obligation to pay the Debt and perform its Obligations and, in consideration therefor, each Individual Borrower desires to enter into an allocation and contribution agreement among

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themselves as set forth in this Section 10.30 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of the Individual Borrowers in the event any payment is made by any Individual Borrower hereunder to Lender (such payment being referred to herein as a “ Contribution ,” and for purposes of this Section 10.30 , includes any exercise of recourse by Lender against any collateral of any Individual Borrower and application of proceeds of such collateral in satisfaction of such Individual Borrower’s obligations to Lender under the Loan Documents).
(b)      Each Individual Borrower shall be liable hereunder with respect to the Obligations only for such total maximum amount (if any) that would not render its Obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any State law.
(c)      In order to provide for a fair and equitable contribution among Individual Borrowers in the event that any Contribution is made by an Individual Borrower (a “ Funding Borrower ”), such Funding Borrower shall be entitled to a reimbursement Contribution (“ Reimbursement Contribution ”) from all other Individual Borrowers for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Obligations, in the manner and to the extent set forth in this Section 10.30 .
(d)      For purposes hereof, the “ Benefit Amount ” of any Individual Borrower as of any date of determination shall be the net value of the benefits to such Individual Borrower and its Affiliates from extensions of credit made by Lender to (a) such Individual Borrower and (b) to the other Individual Borrowers hereunder and the Loan Documents to the extent such other Individual Borrowers have guaranteed or mortgaged their Property to secure the Obligations of such Individual Borrower to Lender.
(e)      Each Individual Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (A) the (i) ratio of the Benefit Amount of such Individual Borrower to the total amount of the Obligations, multiplied by (ii) the amount of Obligations paid by such Funding Borrower, or (B) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Individual Borrower over the total liabilities of such Individual Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions).
(f)      In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “ Applicable Contribution ”), then Reimbursement Contributions from other Individual Borrowers pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of the other Individual Borrowers by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at any time any Individual Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 10.30 above, that Individual Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be

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entitled to a Reimbursement Contribution from the other Individual Borrowers in accordance with the provisions of this Section.
(g)      Each Individual Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of the Individual Borrower to which such Reimbursement Contribution is owing.
(h)      No Reimbursement Contribution payments payable by an Individual Borrower pursuant to the terms of this Section 10.30 shall be paid until all amounts then due and payable by all Individual Borrowers to Lender pursuant to the terms of the Loan Documents are paid in full. Nothing contained in this Section 10.30 shall limit or affect in any way the Obligations of any Individual Borrower to Lender under the Notes or any other Loan Documents.
(i)      Each Individual Borrower waives (to the extent not prohibited by applicable law):
(i)      any right to require Lender to proceed against any other Individual Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against such Individual Borrower;
(ii)      any defense based upon the statute of limitations with respect to any other Individual Borrower;
(iii)      so long as the Loan is outstanding, any defense based upon any legal disability or other defense of any other Individual Borrower, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Individual Borrower or any guarantor from any cause other than full payment of all sums payable under the Notes, this Agreement and any of the other Loan Documents;
(iv)      any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Individual Borrower or any principal of any other Individual Borrower or any defect in the formation of any other Individual Borrower or any principal of any other Borrower;
(v)      any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Individual Borrower; and
(vi)      any defense or benefit based upon such Individual Borrower’s resignation of the portion of any obligation secured by the applicable Security Instruments to be satisfied by any payment from any other Individual Borrower or any such party.
(j)      Each Individual Borrower waives:
(i)      all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed such

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Individual Borrower’s rights of subrogation and reimbursement against any other Individual Borrower;
(ii)      all rights and defenses that such Individual Borrower may have because any of the Debt is secured by real property such that: (i) Lender may collect from such Individual Borrower without first foreclosing on any real property or personal property pledged by any other Individual Borrower, (ii) if Lender forecloses on any real property pledged by any other Individual Borrower, (a) the amount of the Debt may be reduced only by the price for which such real property collateral is sold at the foreclosure sale, even if the real property collateral is worth more than the sale price, (b) Lender may collect from such Individual Borrower even if any other Individual Borrower, by foreclosing on the real property collateral, has destroyed any right such Individual Borrower may have to collect from any other Individual Borrower. This is an unconditional and irrevocable waiver of any rights and defenses such Individual Borrower may have because any of the Debt is secured by real property; and
(iii)      any claim or other right which such Individual Borrower might now have or hereafter acquire against any other Individual Borrower that arises from the existence or performance of any obligations under the Notes, this Agreement, the Security Instruments or the other Loan Documents, including, without limitation, any of the following: (i) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (ii) any right to participate in any claim or remedy of Lender against any other Individual Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.
Section 10.31.      Co-Lenders .
(a)      Borrower and Lender each hereby acknowledge and agree that notwithstanding the fact that the Loan may be serviced by Servicer, prior to a Securitization of the entire Loan, (i) all requests for approval and consents hereunder and in every instance in which Lender’s consent or approval is required, Borrower shall be required to request such consent and approval from Column (or the Servicer, if applicable) only and not the other Lender, (ii) and all copies of documents, reports, requests and other delivery obligations of Borrower required hereunder shall be delivered by Borrower to Column, in which case, upon the delivery of same, shall be deemed to have been delivered to each Co-Lender, and Column shall be responsible for the distribution of such deliveries to the Co-Lender, and (iii) any consent or waiver from Column (or the Servicer, if applicable) only and not the other Lender shall be effective for all Co-Lenders.
(b)      Each Co-Lender agrees that, prior to the Securitization of the entire Loan, (i) any Letter of Credit delivered to Lender in accordance with the terms of this Agreement shall name Column as the sole beneficiary thereunder for the benefit of the Co-Lenders, and (ii) each Co-Lender authorizes Column to, and Column hereby agrees to, act as its agent with regard to the servicing and administration of all such Letters of Credit, and in the event Column draws upon any such Letter of Credit, each Co-Lender authorizes Column to, and Column hereby agrees to, deposit the proceeds into the Cash Management

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Account or into the applicable Reserve Account in the manner set forth herein. Upon the Securitization of the entire Loan, each Co-Lender authorizes Column to, and Column hereby agrees to, assign to the controlling Trustee or Servicer on its behalf) all of Column’s right, title and interest in and to each Letter of Credit issued in accordance with the terms of this Agreement that is then in Column’s possession, whereupon without any further action by any of the Co-Lenders Column shall be released from any and all liability relating in any way to such Letter(s) of Credit.
(c)      (i) The liabilities of Lender shall be several and not joint, and (ii) each Co-Lender shall be liable to Borrower only for its respective Ratable Share of the Loan. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations for costs, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender in accordance with its Ratable Share. Each Co-Lender agrees that it has, independently and without reliance on any other Co-Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and decision to enter into this Agreement and that it will, independently and without reliance upon any other Co-Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or under any other Loan Document.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER :
ARC GEGRDMI001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

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ARC GSIFLMN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory
ARC MKMDNNJ001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

[Signatures Continue on Following Page.]

-1-




ARC SZPTNNJ001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC CSVBTMI001, LLC, a Delaware limited liability company, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARG FEMRGWV001, LLC, a Delaware limited liability company, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory
 
[Signatures Continue on Following Page.]


Loan Agreement



ARC NNMFBTN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC FEBHMNY001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC LPSBDIN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

[Signatures Continue on Following Page.]


Loan Agreement



ARC PNSCRPA001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC CJHSNTX002, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory


ARC CJHSNTX001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory






[Signatures Continue on Following Page.]





LENDER :
COLUMN FINANCIAL, INC. ,
a Delaware corporation
By:
/s/ David Tlusty
Name:     David Tlusty
Title:    Authorized Signatory

CITI REAL ESTATE FUNDING INC., a New York corporation

By:
/s/ Ana Rosu Marmann
Name:    Ana Rosu Marmann
Title:    Authorized Signatory







SCHEDULE I
Borrowers
1.
ARC GEGRDMI001, LLC, a Delaware limited liability company
2.
ARC GSIFLMN001, LLC, a Delaware limited liability company
3.
ARC MKMDNNJ001, LLC, a Delaware limited liability company
4.
ARC SZPTNNJ001, LLC, a Delaware limited liability company
5.
ARC CSVBTMI001, LLC, a Delaware limited liability company
6.
ARG FEMRGWV001, LLC, a Delaware limited liability company
7.
ARC NNMFBTN001, LLC, a Delaware limited liability company
8.
ARC FEBHMNY001, LLC, a Delaware limited liability company
9.
ARC LPSBDIN001, LLC, a Delaware limited liability company
10.
ARC PNSCRPA001, LLC, a Delaware limited liability company
11.
ARC CJHSNTX002, LLC, a Delaware limited liability company
12.
ARC CJHSNTX001, LLC, a Delaware limited liability company




SCH. I-1



SCHEDULE II
Rent Roll



SCH. II-1



SCHEDULE III
Organizational Structure
(Attached)

SCH. III-1



SCHEDULE IV
Approved Property Managers
CBRE, Inc. and its subsidiaries and affiliates (including CBRE of Virginia, Inc.
Global Net Lease Properties, LLC

SCH. IV-1



SCHEDULE V
Properties

Property
Location
1.      Lippert Components Manufacturing, Inc.
1902 West Sample Street, South Bend, IN
2.      GE Aviation Systems, LLC
3290 Patterson Ave, Grand Rapids, MI
3.      Contellium Automotive USA, LLC
6311 Schooner Drive, Van Buren Township, MI
4.      United States of America
312 Highway 11 East, International Falls, MN
5.      Intervet Inc.
2 Giralda Farms, Madison, NJ
6.      Sandoz, Inc.
100 College Road West, Princeton, NJ
7.      FedEx Ground Package System, Inc. (NY)
100 Orville Drive, Bohemia, NY
8.      PNC Bank N.A.
201 Penn Avenue, Scranton, PA
9.      Nissan North America Inc.
4500 Singer Road, Murfreesboro, TN
10.      C&J Energy Services (Office)
3990 Rogerdale, Houston, TX
11.      FedEx Ground Package Systems, Inc. (WV)
163 Pittman Road, Morgantown, WV
12.      C&J Energy Services (Lab)
10771 Westpark Drive, Houston, TX


SCH. V-1



SCHEDULE VI
Reserved



SCH. VI-1



SCHEDULE VII
Allocated Loan Amounts

Property
Allocated Loan Amount
1.      GE Aviation Systems
$24,050,000
2.      United States of America
$7,095,000
3.      Intervet Inc.
$26,950,000
4.      Nissan North America Inc.
$17,030,000
5.      FedEx Ground Package System, Inc. (NY)
$19,375,000
6.      Lippert Components Manufacturing, Inc.
$9,040,000
7.      Sandoz, Inc.
$34,880,000
8.      PNC Bank N.A.
$4,940,000
9.      Constellium Automotive USA LLC
$15,300,000
10.      FedEx Ground Package Systems, Inc. (WV)
$7,990,000
11.      C&J Energy Services I & II
$20,350,000





SCH. VII-1



SCHEDULE VIII
Reserved




SCH. VIII-1



SCHEDULE IX
Unfunded Obligations
None.


SCH. IX-1



SCHEDULE X
COLLECTIVE BARGAINING AGREEMENTS
None.


SCH. X-1



SCHEDULE XI
Property Condition Reports and Environmental Reports

PROPERTY CONDITION REPORTS
1.
C&J Energy Services, 3990 Rogerdale Road, Houston, Texas 77042 : Property Condition Report, dated as of August 8, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3835.
2.
Constellium Automotive USA, 6331 Schooner Drive, Van Buren Township, Michigan : Property Condition Report, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3836.
3.
FedEx Ground – Bohemia, 100 Orville Drive, Bohemia, NU 11716 : Property Condition Report, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3837.
4.
FedEx, 163 Pittman Road, Morgantown, West Virginia 26501 : Property Condition Report, dated as of August 9, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3838.
5.
GE Aviation, 3290 Patterson Avenue SE, Grand Rapids, MI 49512 : Property Condition Report, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3839.
6.
GSA-CBP, 312 Highway 11 East, International Falls, Minnesota 56649 : Property Condition Report, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3840.
7.
Lippert Components, 1902 West Sample Street, South Bend, Indiana 46619 : Property Condition Report, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3841.
8.
Merck & Co., 2 Giralda Farms, Madison NJ 07940 : Property Condition Report, dated as of August 16, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3842.
9.
Nissan Distribution Facility, 4500 Singer Road, Murfreesboro, Tennessee 37129 : Property Condition Report, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3843.
10.
PNC – Scranton, 201 Penn Avenue, Scranton, Pennsylvania 18503 : Property Condition Report, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3844.
11.
Sandoz, 100 College Rd. West, Princeton, NJ 08540 : Property Condition Report, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3845.

SCH. XI-1



12.
C&J Energy Services – Lab Houston, TX, 10771 Westpark Drive, Houston, Texas 770042 : Property Condition Report, dated as of September 28, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-4807.
ENVIRONMENTAL REPORTS
1.
C&J Energy Services, 3990 Rogerdale Road, Houston, Texas 77042 : Phase I Environmental Site Assessment, dated as of August 8, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3835.
2.
Constellium Automotive USA, 6331 Schooner Drive, Van Buren Township, Michigan : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3836.
3.
FedEx Ground – Bohemia, 100 Orville Drive, Bohemia, NU 11716 : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3837.
4.
FedEx, 163 Pittman Road, Morgantown, West Virginia 26501 : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3838.
5.
GE Aviation, 3290 Patterson Avenue SE, Grand Rapids, MI 49512 : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3839.
6.
GSA-CBP, 312 Highway 11 East, International Falls, Minnesota 56649 : Phase I Environmental Site Assessment, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3840.
7.
Lippert Components, 1902 West Sample Street, South Bend, Indiana 46619 : Phase I Environmental Site Assessment, dated as of August 3, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3841.
8.
Merck & Co., 2 Giralda Farms, Madison NJ 07940 : Phase I Environmental Site Assessment, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3842.
9.
Nissan Distribution Facility, 4500 Singer Road, Murfreesboro, Tennessee 37129 : Phase I Environmental Site Assessment, dated as of August 11, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3843.
10.
PNC – Scranton, 201 Penn Avenue, Scranton, Pennsylvania 18503 : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3844.

SCH. XI-2



11.
Sandoz, 100 College Rd. West, Princeton, NJ 08540 : Phase I Environmental Site Assessment, dated as of August 10, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-3845.
12.
C&J Energy Services – Lab Houston, TX, 10771 Westpark Drive, Houston, Texas 770042 : Phase I Environmental Site Assessment, dated as of September 27, 2017, prepared by Nova Consulting Group, Inc., NOVA Project # R17-4807.


SCH. XI-3



SCHEDULE XII
Required Repairs Deadlines for Completion


GNLEXHIBIT105LOANAGRE_IMAGE1.GIF



SCH. XII-1



SCHEDULE XIII
O&M Programs

1.
Nissan, 4500 Singer Road, Murfreesboro, TN 37129 :  Operations and Maintenance Plan for Asbestos-Containing Materials, dated as of October 5, 2017, prepared by NOVA Consulting Group, Inc., NOVA Project No. R17-3843.

2.
PNC, 201 Penn Avenue, Scranton, PA 18503 : Operations and Maintenance Plan for Asbestos-Containing Materials, dated as of September 12, 2017, prepared by NOVA Consulting Group, Inc., NOVA Project No. R17-3844.

3.
GE Aviation, 3290 Patterson Avenue SE, Grand Rapids, MI 49512 : Operations and Maintenance Plan for Asbestos-Containing Materials, dated as of October 5, 2017, prepared by NOVA Consulting Group, Inc., NOVA Project No. R17-3839.

4.
Merck & Co., 2 Giralda Farms, Madison, NJ 07940 : Operations and Maintenance Plan for Asbestos-Containing Materials, dated as of October 5, 2017, prepared by NOVA Consulting Group, Inc., NOVA Project No. R17-3842.

5.
FedEx Ground – Bohemia, 100 Orville Drive, Bohemia, NY 11716 : Operations and Maintenance Plan for Asbestos-Containing Materials, dated as of September 12, 2017, prepared by NOVA Consulting Group, Inc., NOVA Project No. R17-3837.



SCH. XIII-1



SCHEDULE XIV
Notes

1.
Promissory Note A-1-A, executed by Borrower payable to the order of Column, in the original principal amount of $73,000,000.

2.
Promissory Note A-1-B, executed by Borrower payable to the order of Citi, in the original principal amount of $25,250,000.

3.
Promissory Note A-2-A, executed by Borrower payable to the order of Column, in the original principal amount of $63,500,000.

4.
Promissory Note A-2-B, executed by Borrower payable to the order of Citi, in the original principal amount of $25,250,000.



SCH. XIV-1



SCHEDULE XV

(RATABLE SHARES)

Co-Lender :                                     Ratable Share :

Column                                        73%

Citi                                            27%


SCH. XV-1



SCHEDULE XVI

SUBLEASES
1.
PNC Bank, 201 Penn Ave, Scranton PA (the “PNC Scranton Property”) - To Borrower’s knowledge, based on information provided by PNC Bank National Association, the following subleases are in effect at the PNC Scranton Property:

(a) That certain Lease Agreement, dated September 17, 2004, as amended by that certain Amendment to Lease Agreement, dated September ___, 2009, effective September 27, 2009, as further amended by that certain Second Amendment to Lease Agreement, dated October 31, 2013, by and between PNC Bank National Association, as lessor, and Elliott Greenleaf & Siedzikowski, P.C., as lessee;

(b) That certain Lease Agreement, dated May 24, 2005, as amended by that certain Amendment to Lease Agreement, dated April 16, 2012, by and between PNC Bank National Association, as lessor, and Weber Gallagher Simpson Stapleton Fires & Newby LLP, as lessee

(c) That certain Lease Agreement, dated July 26, 2011, by and between PNC Bank National Association, as lessor, and Saunders Law LLC, as lessee

(d) That certain Lease dated August 20, 1996, as amended by that certain First Lease Amendment Agreement dated November 21, 2001, as amended by that certain Second Lease Amendment Agreement dated September 20, 2004, as amended by that certain Third Lease Amendment Agreement dated March 1, 2005, as amended by that certain Fourth Lease Amendment Agreement dated October 27, 2005, as amended by that certain Fifth Lease Amendment Agreement dated February 27, 2006, as amended by that certain Sixth Lease Amendment Agreement dated September 6, 2006, as amended by that certain Seventh Lease Amendment Agreement dated January 25, 2007, as further amended by that certain Eighth Lease Amendment Agreement dated January 10, 2012, effective January 1, 2012, by and between PNC Bank National Association as lessor, and Scranton Family Office, as Lessee

(e) That certain Sublease Agreement dated August 17, 2016, by and between PNC Bank National Association, as sublessor and VDV Enterprises, Inc., as sublessee.

2.
C&J Energy Services, Inc. – 3990 Rogerdale Road, Houston, TX

(a) That certain Operation Agreement, entered into as of June 4, 2014, by and between C&J Energy Services, Inc., as landlord, and SUBROC, LLC, as Operator.


SCH. XVI-1



3.
Lippert Components Manufacturing, Inc. – 1902 West Sample Street, South Bend, IN

(a) That certain Sublease, made as of the 21 st day of March, 2014, as amended by that First Amendment to Sublease, made as of the 13 th day of May, 2014, by and between Lippert Components Manufacturing, Inc., as Sublessor, and National Distribution Centers, LLC, as Sublessee.

4.
Nissan North America, Inc. – 4500 Signer Road, Murfreesboro, TN

(a) That certain Sublease Agreement, made as of the 17 th day of May, 2017, as amended by that certain Amendment to Sublease Agreement, made as of the 26 th day of June, 2017, between Nissan North America, Inc., as Sublessor, and Logistics Insight Corp., as Sublessee.



SCH. XVI-2



EXHIBIT A

Form of Tenant Direction Letter

TENANT DIRECTION LETTER


_______________, 20__


[Addressee]
Re:
Payment Direction Letter for [INSERT APPLICABLE PROPERTY] (the “ Property ”)

Dear ______:
[INSERT APPLICABLE BORROWER] (“ Borrower ”), the owner of the Property, has mortgaged the Property to Column Financial, Inc. and Citi Real Estate Funding Inc., collectively, as lender (“ Lender ”) and entered into a Loan Agreement, dated as of October [__], 2017, pursuant to which Lender made a loan to Borrower, and has agreed that all rents due for the Property will be paid directly to a bank selected by Borrower and approved by Lender. Therefore, from and after the date hereof, all rent to be paid by you under the Lease between Borrower and you (the “ Lease ”) should be sent directly to the following address:
[BANK’S ADDRESS]
_____________________________
_____________________________
or by wire transfer to:/
Bank:
ABA No.:
Account No.:
Account Name:    ___________

All checks should be made out to “_________________________________”.
These payment instructions cannot be withdrawn or modified without the prior written consent of Lender, or pursuant to a joint written instruction from Borrower and Lender. Until you receive written instructions from Lender, continue to send all rent payments due under the Lease to _________________. All rent payments must be delivered to _________________ no later than the day on which such amounts are due under the Lease.

EX. A-1




If you have any questions concerning this letter, please contact Michael Ead of Borrower at mead@ar-global.com or N. Dante LaRocca and Sarah Nelson of Lender at dante.larocca@credit-suisse.com and sarah.nelson@credit-suisse.com. We appreciate your cooperation in this matter.
 
[INSERT APPLICABLE BORROWER]
 
 
 
 
 
By:
 
 
 
Name:
 
 
Title:


EX. A-2



EXHIBIT B
Planned Development Site at 1902 West Sample Street, South Bend, Indiana

See attached.


EX. A-1





EX. A-1
Exhibit 10.6

GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (together with all extensions, renewals, modifications, substitutions and amendments hereof, this “ Guaranty ”) is executed as of October 27, 2017, by GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 (together with its permitted successors and assigns, “ Guarantor ”), for the benefit of COLUMN FINANCIAL, INC. , a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“ Column ”) and CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 390 Greenwich Street, 7 th Floor, New York, New York 10013 (“ Citi ”, and together with Column and their respective successors and permitted assigns, “ Lender ”). Capitalized terms utilized herein shall have the meaning as specified in the Loan Agreement (hereinafter defined), unless such term is otherwise specifically defined herein.
W I T N E S S E T H :
WHEREAS , pursuant to the Note, the entities listed on Schedule I attached hereto (collectively, “ Borrower ”) have become indebted, and may from time to time be further indebted, to Lender with respect to a loan in the original principal amount of ONE HUNDRED EIGHTY-SEVEN MILLION AND NO/100 DOLLARS ($187,000,000.00) (the “ Loan ”) made pursuant to that certain Loan Agreement dated as of the date hereof between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”), which Loan is secured by, among other things, the Security Instruments encumbering each Individual Property, and is further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Security Instruments, collectively, the “ Loan Documents ”);
WHEREAS , Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor delivers this Guaranty for the benefit of Lender and unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as hereinafter defined); and
WHEREAS , Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.
NOW, THEREFORE , as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
ARTICLE I

NATURE AND SCOPE OF GUARANTY
1.1      Guaranty of Obligation . Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and permitted assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time,





by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.
1.2      Definition of Guaranteed Obligations . As used herein, the term “ Guaranteed Obligations ” means the prompt and full payment when due, whether at stated maturity, by acceleration or otherwise, and performance of all obligations and liabilities of Borrower pursuant to Section 9.4 of the Loan Agreement. Guarantor’s liability under this Guaranty is effective regardless of whether Borrower has any personal liability for the Guaranteed Obligations and is not limited to the original or outstanding principal balance of the Loan or the value of the Properties given as security for the Loan. Notwithstanding anything to the contrary in this Guaranty, the Loan Agreement, the Note or any of the Loan Documents, Lender may exercise its rights under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt secured by the Security Instruments or to require that all Properties shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents.
1.3      Nature of Guaranty . Guarantor hereby acknowledges and agrees that this Guaranty (a) is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection, (b) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under the Loan Documents and (c) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any) subject to Section 5.2 hereof. Guarantor acknowledges that there are no conditions precedent to the effectiveness of this Guaranty, and that this Guaranty is in full force and effect and is binding on Guarantor as of the Closing Date, regardless of whether Lender obtains collateral or any guaranties from others or takes any other action contemplated by this Guaranty. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.
1.4      Guaranteed Obligations Not Reduced by Offset . The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party (other than the defense of payment), against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.
1.5      Payment By Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid when due (and such failure continues beyond the expiration of any applicable notice and cure period under the Loan Documents), whether at demand, maturity,

-2-



acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.
1.6      No Duty To Pursue Others . It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.
1.7      Waivers . Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties, (e) the occurrence of any breach by Borrower under the Loan Documents or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) the sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.
1.8      Payment of Expenses . In the event that Guarantor shall breach any provisions of this Guaranty or fail to timely perform any of its obligations hereunder, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section 1.8 shall survive the payment and performance of the Guaranteed Obligations.
1.9      Effect of Bankruptcy . In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in

-3-



satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect with respect to such rescinded or restored payment. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.
1.10      Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise while the Debt is outstanding.
1.11      Borrower . The term “ Borrower ” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.
1.12      Financial Covenants of Guarantor .
(a)      Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) as necessary to confirm compliance with the financial covenants of Guarantor set forth in this Section 1.12 , shall permit Lender and any authorized representatives of Lender to have reasonable access to and to inspect and examine the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours.
(b)      Guarantor hereby represents and warrants that, as of the date hereof, Guarantor is in compliance with the Guarantor Financial Covenants (as hereinafter defined). At all times while the Debt remains unsatisfied, Guarantor shall comply with the Guarantor Financial Covenants.
(c)      During the term hereunder, so long as substantially all of the business of Global Net Lease, Inc. (“ REIT ”) is conducted through Guarantor and substantially all of REIT’s assets and liabilities are held by Guarantor, Guarantor shall deliver to Lender (i) within one hundred five (105) days after the end of each Fiscal Year of Global Net Lease, Inc. (“ REIT ”) (A) an Officer’s Certificate certifying as to the compliance of Guarantor with the Guarantor Financial Covenants and (B) financial statements of REIT audited by an independent certified public accountant, in the form provided to Lender in connection with the closing of the Loan or otherwise in form reasonably approved by Lender, together with an Officer’s Certificate certifying that such annual financial statement presents fairly the financial condition and the results of operations of REIT and that such financial statements have been prepared in accordance with GAAP; and (ii) within sixty (60) days after the end of each calendar quarter, (A) an Officer’s Certificate certifying as to the compliance of Guarantor with the Guarantor Financial Covenants and (B) unaudited financial statements of

-4-



REIT, in the form provided to Lender in connection with the closing of the Loan or otherwise as reasonably approved by Lender, together with an Officer’s Certificate certifying that such financial statement presents fairly the financial condition and the results of operations of REIT and that such financial statements have been prepared in accordance with GAAP. If substantially all of REIT’s business is no longer conducted through Guarantor or substantially all of REIT’s assets and liabilities are not held by Guarantor, Guarantor shall furnish audited annual financial statements and unaudited quarterly financial statements of Guarantor in lieu of the financial statements of REIT in accordance with the preceding sentence. In addition, Guarantor shall provide (a) to the extent available (but without obligation to prepare them), any annual financial statements or quarterly financial statements of Guarantor within the time periods set forth above, together with an Officer’s Certificate certifying that such financial statements present fairly the financial condition and the results of operations of Guarantor, (b) any other information reasonably requested by Lender from time to time which Lender believes is material and relevant in reviewing Guarantor’s compliance with the Guarantor Financial Covenants (with Lender acknowledging and agreeing that Guarantor may respond to any such request for additional financial statements of Guarantor by providing consolidated financial statements of REIT).
(d)      Until all of the Obligations and the Guaranteed Obligations have been paid in full, (A) Guarantor shall at all times maintain a Net Worth equal to or in excess of $200,000,000.00 (excluding its interest in the Properties) and (B) Guarantor shall at all times maintain Liquid Assets having a market value of at least $5,000,000.00 (collectively, “ Guarantor Financial Covenants ”).
(e)      Definitions . As used in this Section 1.12 , the following terms shall have the following definitions:
(i)      The term “ Net Worth ” as used in this Guaranty shall mean as of a given date total equity less liabilities, pursuant to the consolidated balance sheet of Guarantor and its consolidated subsidiaries, determined pursuant GAAP, as adjusted to exclude Guarantor’s equity interest in the Properties, straight-line rent receivables or payables, derivative values and any other non-real estate related intangible assets or liabilities of Guarantor.
(ii)      As used herein, “ Liquid Assets ” shall mean all unrestricted or unencumbered (A) cash and (B) any of the following: (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States; (ii) marketable direct obligations issued by any state or territory of the United States of America or any political subdivision of any such state or territory or any public instrumentality thereof which, at the time of acquisition, has a long term unsecured debt rating of not less than “BBB” by S&P, “BBB” by Fitch and “Baa3” by Moody’s, and is not listed for possible down-grade in any publication of any of the foregoing rating services; (iii) domestic certificates of deposit or domestic time deposits or repurchase agreements issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having a long term unsecured debt rating of not less than “BBB” by S&P, “BBB” by Fitch and “Baa3” by Moody’s, and not listed for possible down-grade in any publication of any

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of the foregoing rating services; (iv) money market funds having assets under management in excess of $2,000,000,000.00; (v) any stock, shares, certificates, bonds, debentures, notes or other instrument which constitutes a “security” under the Securities Act (other than Guarantor, Borrower and/or any of their affiliates) which are freely tradable on any nationally recognized securities exchange or otherwise readily marketable and liquid; and/or (vi) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), and the Resolution Funding Corp. (debt obligations); provided , however , that the investments described in this clause (vi) (1) must have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (2) if rated by S&P, must not have an any qualifier affixed to their rating, (3) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, (4) must not be subject to liquidation prior to their maturity and (5) must have maturities of not more than 365 days.
(f)      In the event that Guarantor fails to maintain the Guarantor Financial Covenants, such failure shall be an Event of Default hereunder unless one or more replacement Guarantor(s) is added in accordance with this clause (f) . Borrower shall be permitted to replace the existing Guarantor at any time, and, to the extent applicable, no “Event of Default” shall be deemed to have occurred hereunder and any Guarantor being replaced shall be released from its obligations hereunder with respect to liabilities relating to events, conditions or omissions first arising from and after the date such Replacement Guarantor executes and delivers to Lender a Replacement Guaranty, provided that (i) no other Event of Default hereunder or under any of the other Loan Documents has occurred and is then continuing; and (ii) each of the following terms and conditions are satisfied within thirty (30) days of Guarantor’s failure to maintain the Financial Covenants: (A) Borrower delivers to Lender written notice of its intent to add one or more replacement guarantor(s), (B) each replacement guarantor identified by Borrower is a Satisfactory Replacement Guarantor (as defined below), (C) after Lender’s approval of the proposed replacement guarantor(s) as a Satisfactory Replacement Guarantor, (I) such Satisfactory Replacement Guarantor executes and delivers a replacement guaranty in substantially the same form as this Guaranty (a “ Replacement Guaranty ”) pursuant to which the Replacement Guarantor will guaranty all Guaranteed Obligations arising from and after the Closing Date, and (II) Borrower affirms its obligations under the Loan Documents on a form reasonably acceptable to Lender, (D) prior to or concurrently with the delivery of such duly executed replacement guaranty, Lender receives legal opinions reasonably required by Lender in form and substance consistent with the legal opinions delivered to Lender on the Closing Date, and (E) Borrower shall pay Lender’s reasonable costs and expenses, including reasonable attorneys’ fees, in connection with any such Satisfactory Replacement Guarantor. As used herein, the term “ Satisfactory Replacement Guarantor ” shall mean a Person that (1) collectively with any other Satisfactory Replacement Guarantors, satisfies the Guarantor Financial Covenants, (2) has not been the subject of a Bankruptcy Action, (3) satisfies Lender’s then current “know your customer” standards, (4) is not an Embargoed Person, (5) complies with all Prescribed Laws and has not been subject to a governmental or regulatory investigation which resulted in a final, non‑appealable conviction for criminal activity involving fraud or any

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other form of moral turpitude as confirmed through customary searches demonstrating compliance with Prescribed Laws, and (6) is otherwise reasonably acceptable to Lender. In the event that any Satisfactory Replacement Guarantor becomes a guarantor pursuant to the terms of this clause (f) , the term “Guarantor” as used in the Loan Documents shall include such Satisfactory Replacement Guarantor (as of the date of delivery of such replacement guaranty).
ARTICLE II     

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS
Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives to the extent permitted under applicable law, any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:
2.1      Modifications . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.
2.2      Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.
2.3      Condition of Borrower or Guarantor . The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.
2.4      Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires , (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument

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representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason (other than due to the defense of payment of the Debt).
2.5      Release of Obligors . Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the Guaranteed Obligations.
2.6      Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.
2.7      Release of Collateral . Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.
2.8      Care and Diligence . The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.
2.9      Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.
2.10      Offset . The Note, the Loan Agreement, the Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because of or by reason of any existing or future right of offset, claim or defense of Borrower

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or Guarantor against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense (other than the defense of payment) arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.
2.11      Merger . The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.
2.12      Preference . Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.
2.13      Other Actions Taken or Omitted . Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.
ARTICLE III     

REPRESENTATIONS AND WARRANTIES
To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:
3.1      Benefit . Guarantor is an Affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.
3.2      Familiarity and Reliance . Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.
3.3      No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.
3.4      Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and intends to be, solvent, and has and intends to have assets which, fairly valued, exceed its obligations,

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liabilities (including contingent liabilities) and debts, and has and intends to have property and assets sufficient to satisfy and repay its obligations and liabilities.
3.5      Legality . The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.
3.6      Litigation . Except as identified on Schedule VI to the Loan Agreement, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Guarantor which could have a Material Adverse Effect.
3.7      Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.
ARTICLE IV     

SUBORDINATION OF CERTAIN INDEBTEDNESS
4.1      Subordination of All Guarantor Claims . As used herein, the term “ Guarantor Claims ” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence and continuation of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.
4.2      Claims in Bankruptcy . In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which,

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as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.
4.3      Payments Held in Trust . In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payments, claims or distributions which are prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.
4.4      Liens Subordinate . Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, until the Debt is paid in full, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower (b) create any Liens encumbering the Properties, Borrower or any interest in either of the foregoing, other than Permitted Encumbrances, or (c) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.
ARTICLE V     

MISCELLANEOUS
5.1      Waiver . No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor any consent to any departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.
5.2      Termination The Guaranteed Obligations under this Guaranty (exclusive of any other obligations of Guarantor under any other guaranty, indemnity or similar agreement relating to the Loan, and any obligations related to then ongoing and pending claims made under

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this Guaranty) shall terminate upon the indefeasible repayment in full of the Debt and the expiration of all applicable preference periods under the Bankruptcy Code.
5.3      Notices . All notices or other written communications hereunder shall be made in accordance with Section 10.6 of the Loan Agreement. Notices to Guarantor shall be made to:
Guarantor:
c/o Global Net Lease, Inc.
405 Park Avenue
New York, New York 10022
Attention: Legal Department    
with a copy to:    
Arnold & Porter Kaye Scholer LLP
250 W 55 th Street
New York, NY 10019
Attention: John Busillo, Esq.
5.4      Governing Law .
(a)    This Guaranty shall be governed in accordance with the State of New York and the applicable law of the United States of America.
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EACH OF GUARANTOR AND LENDER, BY ITS ACCEPTANCE HEREOF, WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF GUARANTOR AND LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:
CORPORATION SERVICE COMPANY (CSC)
80 State Street
Albany, New York 12207-2543
AS ITS RESPECTIVE AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT

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AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
5.5      Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.
5.6      Amendments . This Guaranty may be amended only by an instrument in writing executed by Lender and Guarantor.
5.7      Parties Bound; Assignment; Joint and Several . This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided , however , that, subject to the terms of the Loan Agreement, Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.
5.8      Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.
5.9      Recitals . The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.
5.10      Counterparts . To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the

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legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.
5.11      Rights and Remedies . If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.
5.12      Special Provision . Notwithstanding anything herein or in the Loan Documents to the contrary, Guarantor shall have no liability for Guaranteed Obligations or other matters hereunder for (a) any action taken by any Person from and after a Transfer approved by Lender in accordance with the terms of the Loan Documents of the entire Property or a transfer of all of the direct and indirect equity interests of Borrower to a Person that is not an Affiliate of Guarantor; provided that Lender receives a Replacement Guaranty in substantially the same form as this Guaranty or otherwise acceptable to Lender, (b) any action taken by any Person from and after Lender obtains title to the Property, whether by foreclosure, deed-in-lieu of foreclosure or otherwise in connection with any exercise of Lender’s remedies pursuant to the Loan Documents, or any actions taken by any Person (other than Borrower, Guarantor or any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with Guarantor, except if such action of Borrower, Guarantor or any other such Person is caused or required by a receiver, trustee, liquidator, conservator, Lender or applicable law) on or after the date on which a receiver, trustee, liquidator, or conservator is appointed, at Lender’s request, to take Control of the Property, or (c) any action taken (i) by any mezzanine lender permitted under Section 9.1.1(b)(i) and/or Section 9.1.3 of the Loan Agreement during any period in which such mezzanine lender exercises Control over Borrower and/or the Property, or (ii) from and after a mezzanine foreclosure or assignment-in-lieu thereof; provided, that in any case, such circumstances, conditions, actions or events are not caused by Guarantor, Borrower, or an Affiliate of any of the foregoing.
5.13      Entirety . THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

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5.1      Waiver of Right To Trial By Jury . EACH OF GUARANTOR AND LENDER (BY ACCEPTANCE OF THIS GUARANTY) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE SECURITY INSTRUMENTS OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.
5.2      Cooperation . Guarantor shall comply with the obligations set forth in Section 9.1 of the Loan Agreement, subject to and in accordance with the terms of such Section 9.1.
5.3      Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

[Remainder of page intentionally left blank.]



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This Guaranty has been duly executed as of the day and year first written above.
GUARANTOR :

GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership

By:    Global Net Lease Inc.
Its general partner

By:      /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory
    
    






SCHEDULE I

Borrower

1.
ARC GEGRDMI001, LLC, a Delaware limited liability company
2.
ARC GSIFLMN001, LLC, a Delaware limited liability company
3.
ARC MKMDNNJ001, LLC, a Delaware limited liability company
4.
ARC SZPTNNJ001, LLC, a Delaware limited liability company
5.
ARC CSVBTMI001, LLC, a Delaware limited liability company
6.
ARG FEMRGWV001, LLC, a Delaware limited liability company
7.
ARC NNMFBTN001, LLC, a Delaware limited liability company
8.
ARC FEBHMNY001, LLC, a Delaware limited liability company
9.
ARC LPSBDIN001, LLC, a Delaware limited liability company
10.
ARC PNSCRPA001, LLC, a Delaware limited liability company
11.
ARC CJHSNTX002, LLC, a Delaware limited liability company
12.
ARC CJHSNTX001, LLC, a Delaware limited liability company



Exhibit 10.7

ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (together with all extensions, renewals, modifications, substitutions and amendments hereof, this “ Agreement ”) is made as of the 27 th day of October, 2017 by THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , each having an address at c/o Global Net Lease, Inc., 405 Park Avenue, New York, New York 10022 (collectively, “ Borrower ”), and GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 (“ Guarantor ”, and together with Borrower, individually and collectively, as the context may require, together with their respective permitted successors and assigns, “ Indemnitor ”), in favor of COLUMN FINANCIAL, INC. , a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“ Column ”) and CITI REAL ESTATE FUNDING INC. , a New York corporation, having an address at 390 Greenwich Street, 7 th Floor, New York, New York 10013 (“ Citi ”; each of Column and Citi is a “ Co-Lender ” and, collectively, together with their respective successors and permitted assigns, “ Indemnitee ”). Capitalized terms used herein and not specifically defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement (as defined below).
RECITALS:
A. Borrower is the fee owner of the Properties;
B.      Co-Lenders are prepared to make a loan (the “ Loan ”) to Borrower in the principal amount of ONE HUNDRED EIGHTY-SEVEN MILLION AND NO/100 DOLLARS ($187,000,000.00) pursuant to that certain Loan Agreement, of even date herewith, between Borrower and Co-Lenders (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), which Loan shall be evidenced by the Note and secured by, among other things, the Security Instruments encumbering each Individual Property.
C.      Co-Lenders are unwilling to make the Loan unless Indemnitor agrees to provide the indemnification, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties.
D.      Indemnitor is entering into this Agreement to induce Co-Lenders to make the Loan.
AGREEMENT:
NOW THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Indemnitor hereby represents, warrants, covenants and agrees for the benefit of the Indemnified Parties as follows:
1. Environmental Representations and Warranties . Except as otherwise disclosed by the Environmental Report with respect to each Individual Property (a) there are no

    



Hazardous Substances (defined below) or underground storage tanks in, on, or under any Individual Property, except those that are both (i) in compliance with all Environmental Laws (defined below) and with permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Report; (b) to Indemnitor’s knowledge, there are no past or present Releases (defined below) of Hazardous Substances in, on, under or from any Individual Property which have not been fully remediated in all material respects in accordance with Environmental Law; (c) Indemnitor does not know of, and has not received, any written notice or other communication from any Person (including but not limited to a Governmental Authority) relating to the threat of any Release of Hazardous Substances migrating to any Individual Property; (d) there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been remediated or otherwise corrected in all material respects in accordance with Environmental Law; (e) Indemnitor does not know of, and has not received, any written notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Substances or Remediation (defined below) thereof, of possible liability of any Person pursuant to any Environmental Law, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) Indemnitor has truthfully and fully provided to Indemnitee all information that is contained in files and records of Indemnitor, including but not limited to any reports relating to Hazardous Substances in, on, under or from any Individual Property and/or to the environmental condition of any Individual Property.
2.      Environmental Covenants . Each Indemnitor covenants and agrees that: (a) all uses and operations on or of each Individual Property, whether by Indemnitor or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from any Individual Property, except those that are both (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing when known to Indemnitor; (c) there shall be no Hazardous Substances in, on, or under any Individual Property, except those that are (i) in compliance with all Environmental Laws and with permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing when known to Indemnitor; (d) Indemnitor shall keep each Individual Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Indemnitor or any other Person (the “ Environmental Liens ”); (e) Indemnitor shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Paragraph 3 of this Agreement, including, but not limited to, providing all relevant information and making knowledgeable Persons available for interviews; (f) Indemnitor shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with each Individual Property, upon any reasonable written request of Indemnitee in the event Indemnitee reasonably believes an environmental hazard exists that may, in Indemnitee’s sole discretion, endanger any Tenants or other occupants of such Individual Property or its guests or the general public or is reasonably likely to result in a Material Adverse Effect, or following a determination by Indemnitee that Hazardous Substances are in, on or under such Individual Property in violation of applicable Environmental Laws (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), and share with Indemnitee the reports and other results thereof, and Indemnitee and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof; (g) Indemnitor shall, at its sole cost and

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expense, comply with all reasonable written requests of Indemnitee to (i) effectuate Remediation of any environmental condition (including, but not limited to, a Release of a Hazardous Substance) in, on, under or from any Individual Property to the extent required by applicable Environmental Law; (ii) comply with any Environmental Law; (iii) comply with any directive from any Governmental Authority relating to the presence or Release of Hazardous Substances in, on, under or from any Individual Property or relating to any violation of Environmental Law or permit issued pursuant thereto; and (iv) take any other reasonable action necessary or appropriate for protection of human health or the environment to the extent any material risk exists that is not covered under Environmental Law but such risk is caused by a substance that is commonly recognized under industry standards for environmental hazards to be hazardous to health and safety; (h) Indemnitor shall not do, and shall use commercially reasonable efforts to not allow any tenant or other user of any Individual Property to do, any act that materially increases the dangers to human health (as it relates to Releases or exposure to Hazardous Substances) or the environment from Hazardous Substances in violation of, or to the extent covered by, Environmental Law, poses an unreasonable risk of harm to any Person (whether on or off any Individual Property) due to a Release or exposure to Hazardous Substances in violation of, or to the extent covered by Environmental Law, is reasonably likely to result in a Material Adverse Effect, or would result in a violation of applicable Environmental Law; and (i) Indemnitor shall immediately notify Indemnitee in writing promptly after Indemnitee has knowledge of (i) any presence or Releases or threatened Releases of Hazardous Substances in, on, under, from or migrating towards any Individual Property in violation of, or would reasonably be expected to result in liability pursuant to, applicable Environmental Law; (ii) any non-compliance with any Environmental Laws related in any way to any Individual Property; (iii) any actual Environmental Lien or threat of an Environmental Lien; (iv) any required or proposed Remediation of environmental conditions relating to any Individual Property; and (v) any written notice or other communication of which any Indemnitor becomes aware from any source whatsoever (including, but not limited to, a Governmental Authority) asserting the existence of, or identifying Hazardous Substances, on, any Individual Property in violation of applicable Environmental Law or as had or would reasonably be expected to result in liability pursuant to any Environmental Law relating to any Individual Property, other environmental conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Agreement to the extent related to any Individual Property.
3.      Indemnified Rights/Cooperation and Access . In the event the Indemnified Parties reasonably believe that a violation of Environmental Law or Hazardous Substances exists or a Release of Hazardous Substances has occurred on any Individual Property that does, in the sole discretion of the Indemnified Parties, endanger any tenants or other occupants of such Individual Property or their guests or the general public or is reasonably likely to result in a Material Adverse Effect, upon reasonable notice from the Indemnitee, Indemnitor shall, at Indemnitor’s expense, promptly cause an independent engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct an environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of the Indemnified Parties) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing requested by Indemnitee and promptly deliver to Indemnitee the results of any such assessment, audit, sampling or other testing; provided , however , if such results are not delivered to the Indemnified Parties within a reasonable period or if the Indemnified Parties reasonably believe that an environmental

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hazard exists on any Individual Property in violation of applicable Environmental Laws that, in the sole judgment of the Indemnified Parties, endangers any tenant or other occupant of such Individual Property or their guests or the general public or is reasonably likely to result in a Material Adverse Effect, upon reasonable notice to Borrower, the Indemnified Parties and any other Person designated by the Indemnified Parties, including, but not limited to, any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon such Individual Property at all reasonable times to assess any and all aspects of the environmental condition of such Individual Property and its use, including but not limited to, conducting any environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Indemnitor shall cooperate with and provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to any Individual Property to undertake the foregoing.
4.      Indemnification . Each Indemnitor covenants and agrees, at its sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses (defined below) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under any Individual Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from any Individual Property; (c) any activity by Indemnitor, any Person affiliated with Indemnitor, and any tenant or other user of any Individual Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from such Individual Property of any Hazardous Substances at any time located in, under, on or above such Individual Property; (d) any activity by Indemnitor, any Affiliate of Indemnitor, and any tenant or other user of any Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above such Individual Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not limited to, any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with any Individual Property or operations thereon, including, but not limited to, any failure by Indemnitor, any Affiliate of Indemnitor, and any tenant or other user of such Individual Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any Individual Property, including, but not limited to, costs to investigate and assess such injury, destruction or loss; (i) any acts of Indemnitor, any Affiliate of Indemnitor, and any tenant or other user of any Individual Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances at any facility or incineration vessel containing Hazardous Substances; (j) any acts of Indemnitor, Affiliate of Indemnitor, and any tenant or other user of any Individual Property in accepting any Hazardous

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Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property or other damage arising under any statutory or common law or tort law theory (including, but not limited to, damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on any Individual Property), but only to the extent arising from the violation of any Environmental Law or release of Hazardous Substances from any Individual Property; and (l) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement, the Loan Agreement or the Security Instruments relating to environmental matters. Notwithstanding the foregoing, Indemnitors shall not have any obligation to an Indemnified Party hereunder to the extent any Losses caused by the gross negligence, illegal acts or willful misconduct of such Indemnified Party.
5.      Duty to Defend and Attorneys and Other Fees and Expenses . Upon written request by any Indemnified Party, Indemnitor shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of such Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding, providing that no compromise or settlement shall be entered without Indemnitor’s consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitor shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.
6.      Definitions . As used in this Agreement, the following terms shall have the following meanings:
The term “ Environmental Law ” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of Remediation or prevention of Releases of Hazardous Substances or relating to liability for or costs of other actual or threatened danger to human health or the environment from substances like Hazardous Substances. “ Environmental Law ” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; the Oil Pollution Act of 1990; and the River and Harbors Appropriation Act. “ Environmental Law ” also includes, but is not limited to, any present and future federal, state and local laws, statutes, ordinances, rules,

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regulations and the like, as well as common law: (a) conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of any Individual Property; (b) requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of any Individual Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; (c) imposing conditions or requirements in connection with permits or other authorization for lawful activity; (d) relating to nuisance, trespass or other causes of action related to any Individual Property in connection with any physical condition or use of any such Individual Property by reason of the presence of Hazardous Substances in, on or under any Individual Property; (e) relating to wrongful death, personal injury resulting from environmental conditions or exposure to Hazardous Substances or (f) property or other damage in connection with any environmental condition or use of Hazardous Substances at the any Individual Property.
The term “ Hazardous Substances ” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any present or future Environmental Laws or that may have a negative impact on human health or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives, mold, mycotoxins, microbial matter and airborne pathogens (naturally occurring or otherwise), volatile organic compounds, but excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Properties for the purposes of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws.
The term “ Indemnified Parties ” means each Co-Lender, any Affiliate of a Co-Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of any Co-Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co‑underwriters, co placement agents or co initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Security Exchange Act, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, representatives involved in the origination of the Loan, contractors involved in the origination of the Loan, affiliates, subsidiaries, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and

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including, but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of a Co-Lender’s assets and business).
The term “ Legal Action ” means any claim, suit or proceeding, whether administrative or judicial in nature.
The term “ Losses ” means any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), obligations, debts, diminutions in value arising solely from the presence of Hazardous Substances in, on or under the Property (provided, however, that any diminution in value of the Property arising from or in connection with the presence of Hazardous Substances in, on, under or at the Property, shall constitute a Loss only if, when and to the extent that the same renders the Indemnified Parties unable to collect full repayment of the Obligations or full satisfaction thereof through a realization of all of its collateral security for the Obligations or any other remedy of Indemnitee under the Loan Documents after giving due credit for the value of any collateral security which the Indemnified Parties elect not to realize upon unless such collateral security is the subject of a Release or other environmental contamination in violation of Environmental Laws), fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, litigation costs, attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including, but not limited to, costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards; provided , however , in no event shall Indemnitor have any liability under this Agreement for special, incidental, indirect or consequential damages.
The term “ Release ” means, but is not limited to, any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.
The term “ Remediation ” includes, but is not limited to, any response, remedial, removal, or corrective action involving any violation of Environmental Law or Hazardous Substances; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits issued pursuant thereto or any directive from any Governmental Agency; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein.
7.      Unimpaired Liability . The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Security Instruments or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner or operator of any Individual Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (a) any extensions of time for performance required by the Note, the Loan Agreement, the Security Instruments or any of the other Loan Documents, (b) any sale or transfer of all or part of any

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Individual Property, (c) any exculpatory provision in the Note, the Loan Agreement, the Security Instruments or any of the other Loan Documents limiting Indemnitee’s recourse to the Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (d) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Security Instruments or any of the other Loan Documents or herein, (e) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (f) the release or substitution in whole or in part of any security for the Note, or (g) Indemnitee’s failure to record the Security Instruments or file any UCC financing statements (or Indemnitee’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.
8.      Enforcement . The Indemnified Parties may enforce the obligations of Indemnitor without first resorting to, or exhausting any security or collateral under, or without first having recourse to, the Note, the Loan Agreement, the Security Instruments or any other Loan Documents or any of the Individual Properties, through foreclosure proceedings or otherwise; provided, however, that nothing herein shall inhibit or prevent Indemnitee from suing on the Note, foreclosing, or exercising any power of sale under the Security Instruments, or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Debt, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for the Debt, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement, Indemnitor is fully and personally liable for such obligations under this Agreement, and such liability is not limited to the original or amortized principal balance of the Loan or the value of each Individual Property.
9.      Survival . The obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instruments. Notwithstanding the foregoing or anything contained in this Agreement or any other Loan Documents to the contrary, if, (a) at any time after the second anniversary of repayment in full of the Debt, whether at maturity, as a result of acceleration, in connection with prepayment or otherwise, or (b) with respect to any Individual Property that is released from the lien of the applicable Security Instrument in accordance with the terms of Section 2.5.2 or Section 2.5.3 of the Loan Agreement, at any time after the second anniversary of the effective date of such release, Indemnitee is provided with an updated environmental report of the related Individual Property indicating to Indemnitee’s reasonable satisfaction that there are no Hazardous Substances located on, in, above or under such Individual Property in violation of any applicable Environmental Laws, then the obligations and liabilities of Indemnitor under this Agreement shall cease and terminate with respect to such Individual Properties. Notwithstanding the provisions of this Agreement to the contrary, the liabilities and obligations of Indemnitor hereunder shall not apply to the extent that such liabilities and obligations arose solely from Hazardous Substances that: (a) were not present on or a threat to any Individual Property prior to the date that Indemnitee or its

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nominee acquired title to such Individual Property, whether by (i) foreclosure, exercise of power of sale or otherwise, or (ii) any action taken (x) by any mezzanine lender permitted under Section 9.1.1(b)(i) and/or Section 9.1.3 of the Loan Agreement during any period in which such mezzanine lender exercises Control over Borrower and/or the Property, or (y) from and after a mezzanine foreclosure or assignment-in-lieu thereof; provided, that in any case, such circumstances, conditions, actions or events are not caused by Indemnitor or an Affiliate of Indemnitor, and (b) were not the result of any act or negligence of Indemnitor or any of Indemnitor’s affiliates, agents or contractors.
10.      Interest . Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within thirty (30) days after such demand therefor, shall bear interest at the lesser of (a) the Default Rate or (b) the Maximum Legal Rate which Indemnitor may by law pay or the Indemnified Parties may charge and collect, from the date payment was due, provided that the foregoing shall be subject to the provisions of Article 4 of the Note.
11.      Waivers . (a) Each Indemnitor hereby waives as to itself (i) any right or claim of right to cause a marshaling of Indemnitor’s assets or to cause Indemnitee or other Indemnified Parties to proceed against any of the security for the Loan before proceeding under this Agreement against Indemnitor; (ii) and relinquishes all rights and remedies accorded by Legal Requirements to indemnitors or guarantors, except any rights of subrogation which Indemnitor may have, provided that the indemnity provided for hereunder shall neither be contingent upon the existence of any such rights of subrogation nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of such subrogation rights including, without limitation, any claim that such subrogation rights were abrogated by any acts of Indemnitee or other Indemnified Parties; (iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Indemnitee or other Indemnified Parties; (iv) notice of acceptance hereof and of any action taken or omitted in reliance hereon; (v) presentment for payment, demand of payment, protest or notice of nonpayment or failure to perform or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations hereunder and the benefits of any statutes of limitations or repose. Notwithstanding anything to the contrary contained herein, Indemnitor hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral securing the Loan until the Loan shall have been paid in full.
(a)      EACH INDEMNITOR AND INDEMNITEE (BY ITS ACCEPTANCE OF THIS AGREEMENT) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION THEREWITH.
12.      Subrogation . Indemnitor shall take any and all reasonable actions, including institution of legal action against third parties and against any other Indemnitor, necessary or appropriate to obtain reimbursement, payment or compensation from such persons responsible for the presence of any Hazardous Substances at, in, on, under or near any Individual Property or

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otherwise obligated by law to bear the cost. Indemnified Parties shall be and hereby are subrogated to all of Indemnitor’s rights now or hereafter in such claims.
13.      Indemnitor’s Representations and Warranties . Each Indemnitor represents and warrants as to itself that:
(a)      it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite action has been taken by Indemnitor to make this Agreement valid and binding upon Indemnitor, enforceable in accordance with its terms;
(b)      its execution of, and compliance with, this Agreement is in the ordinary course of business of Indemnitor and will not result in the breach of any term or provision of the charter, by-laws, partnership, operating or trust agreement, or other governing instrument of Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor or any Individual Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor or such Individual Property is subject;
(c)      to the best of Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor contemplated herein, or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement;
(d)      it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(e)      to the best of Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any Governmental Authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and
(f)      this Agreement constitutes a valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally and to general principals of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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14.      No Waiver . No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right.
15.      Notice of Legal Actions . Each party hereto shall, within five (5) Business Days of receipt thereof, give written notice to the other party hereto of (a) any notice, advice or other communication from any Governmental Authority or any source whatsoever with respect to Hazardous Substances on, from or affecting any Individual Property, and (b) any legal action brought against such party or related to any Individual Property, with respect to which Indemnitor may have liability under this Agreement. Such notice shall comply with the provisions of Section 19 hereof.
16.      Examination of Books and Records . At reasonable times and upon reasonable notice, the Indemnified Parties and their accountants shall have the right to examine the books and records of Indemnitor pertaining to the environmental condition of any Individual Property, at such Individual Property or at the office regularly maintained by Indemnitor where the books and records are located. The Indemnified Parties and their accountants shall have the right to make copies and extracts from the foregoing records and other papers.
17.      Transfer of Loan . Indemnitee may, subject to the provisions of Section 9.1.2 of the Loan Agreement, at any time, sell, transfer or assign all or any portion of its interest in the Note, the Loan Agreement, the Security Instruments, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates, each in accordance with the terms of the Loan Agreement. Indemnitee may forward to each purchaser, transferee, assignee, servicer or participant (the foregoing entities hereinafter collectively referred to as the “ Investor ”) and each prospective Investor, all documents and information which Indemnitee now has or may hereafter acquire relating to Indemnitor and the Properties, whether furnished by Indemnitor, any guarantor or otherwise, as Indemnitee determines necessary or desirable. Subject to Section 9.1.2 of the Loan Agreement, Indemnitor and any guarantor agree to cooperate with Indemnitee in connection with any transfer made or Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate and such other documents as may be reasonably requested by Indemnitee. Indemnitor shall also furnish, and Indemnitor hereby consents to Indemnitee furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Indemnitor and any and all information concerning the Properties and the Leases as may be requested by Indemnitee, any Investor or any prospective Investor in connection with any sale, transfer or participation interest. Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Indemnitee’s request, Indemnitor shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Indemnitee, such Investor or prospective Investor may reasonably require.
18.      Taxes . Each Indemnitor has filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. No Indemnitor has any knowledge of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

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19.      Notices . All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section):
If to Indemnitee:
Column Financial, Inc.
11 Madison Avenue
New York, New York 10010
Attention: Sarah Nelson, Esq.
and to:
Citi Real Estate Funding Inc.
390 Greenwich Street
7
th Floor
New York, New York 10013
Attention: Ana Rosu Marmann
Facsimile No.: (646) 328-2938
with a copy to:
Cadwalader, Wickersham & Taft, LLP
227 West Trade Street, Suite 2400
Charlotte, North Carolina 28202
Attention: Holly M. Chamberlain, Esq.
If to Indemnitor:
c/o Global Net Lease, Inc.
405 Park Avenue
New York, New York 10022
Attention: Legal Department
With a copy to:
Arnold & Porter Kaye Scholer LLP
250 W 55 th Street
New York, NY 10019
Attention: John Busillo, Esq.
A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day.
20.      Duplicate Originals; Counterparts . This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

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21.      No Oral Change . This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Indemnitor or any Indemnified Party, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
22.      Headings, Etc . The headings and captions of various sections of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.
23.      Number and Gender/Successors and Assigns . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons referred to may require. Without limiting the effect of specific references in any provision of this Agreement, the term “ Indemnitor ” shall be deemed to refer to each and every Person comprising an Indemnitor from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators, legal representatives, successors and permitted assigns of Indemnitor, all of whom shall be bound by the provisions of this Agreement, provided that no obligation of Indemnitor may be assigned except with the written consent of Indemnitee or as otherwise provided in the Loan Agreement. Each reference herein to Indemnitee shall be deemed to include its successors and assigns. This Agreement shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.
24.      Release of Liability . Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.
25.      Rights Cumulative . The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee has under the Note, the Security Instruments, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.
26.      Inapplicable Provisions . If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.
27.      Governing Law . (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY INDEMNITOR AND ACCEPTED BY INDEMNITEE IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY

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APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO EACH INDIVIDUAL PROPERTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH SUCH INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(a)      ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR INDEMNITOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT INDEMNITEE’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND EACH INDEMNITOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH INDEMNITOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH INDEMNITOR DOES HEREBY DESIGNATE AND APPOINT:
CORPORATION SERVICE COMPANY (CSC)
80 State Street
Albany, New York 12207-2543
AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO INDEMNITOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON INDEMNITOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. INDEMNITOR (I) SHALL GIVE PROMPT NOTICE TO INDEMNITEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN

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NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
28.      Miscellaneous . (a) Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.
(a)      Wherever pursuant to this Agreement it is provided that Indemnitor pay any costs and expenses, such costs and expenses shall include, but not be limited to, legal fees and disbursements of Indemnitee, whether with respect to retained firms, the reimbursements for the expenses of the in-house staff or otherwise; provided, however, Indemnitor shall only pay legal fees for more than one set of outside counsel for Indemnitee if such Indemnitee shall have reasonably concluded that there is an actual conflict of interest between Indemnitees seeking separate representation.
(b)      If Indemnitor consists of more than one Person, the obligations and liabilities of each such Person hereunder shall be joint and several.
[NO FURTHER TEXT ON THIS PAGE]


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IN WITNESS WHEREOF , this Agreement has been executed by Indemnitor and is effective as of the day and year first above written.
INDEMNITOR:
GLOBAL NET LEASE, INC. , a Maryland corporation
By:
/s/ Jesse Galloway
Name:     Jesse Galloway
Title:    Authorized Signatory


Environmental Indemnity Agreement



ARC GEGRDMI001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory
ARC GSIFLMN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC MKMDNNJ001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

[Signatures Continue on Following Page.]

-2-



ARC SZPTNNJ001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC CSVBTMI001, LLC, a Delaware limited liability company, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARG FEMRGWV001, LLC, a Delaware limited liability company, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

[Signatures Continue on Following Page.]


Environmental Indemnity Agreement



ARC NNMFBTN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC FEBHMNY001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC LPSBDIN001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

[Signatures Continue on Following Page.]


Environmental Indemnity Agreement



ARC PNSCRPA001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC CJHSNTX002, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

ARC CJHSNTX001, LLC, a Delaware limited liability company

By    Global Net Lease Operating Partnership, L.P.
Its sole member

By:    Global Net Lease, Inc.
Its general partner

By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory



Exhibit 10.7



SCHEDULE I
BORROWER

1.
ARC GEGRDMI001, LLC, a Delaware limited liability company
2.
ARC GSIFLMN001, LLC, a Delaware limited liability company
3.
ARC MKMDNNJ001, LLC, a Delaware limited liability company
4.
ARC SZPTNNJ001, LLC, a Delaware limited liability company
5.
ARC CSVBTMI001, LLC, a Delaware limited liability company
6.
ARG FEMRGWV001, LLC, a Delaware limited liability company
7.
ARC NNMFBTN001, LLC, a Delaware limited liability company
8.
ARC FEBHMNY001, LLC, a Delaware limited liability company
9.
ARC LPSBDIN001, LLC, a Delaware limited liability company
10.
ARC PNSCRPA001, LLC, a Delaware limited liability company
11.
ARC CJHSNTX002, LLC, a Delaware limited liability company
12.
ARC CJHSNTX001, LLC, a Delaware limited liability company


Exhibit 10.7
Exhibit 10.8

PROPERTY MANAGEMENT AND LEASING AGREEMENT
(GNL – CS/CITI LOAN)

This property management and leasing agreement (this “ Management Agreement ”), is dated as of October 27, 2017 (the “ Effective Date ”), by and among the parties identified on Exhibit A attached hereto (collectively, “ Owner ”), and GLOBAL NET LEASE PROPERTIES, LLC, a Delaware limited liability company (the “ Manager ”).
WHEREAS, the Owner desires to retain the Manager to manage and coordinate the leasing of the real estate properties identified on Exhibit A attached hereto (the “ Properties ”), and the Manager desires to be so retained, all under the terms and conditions set forth in this Management Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
ARTICLE I
DEFINITIONS
Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Management Agreement:
1.1      Account ” has the meaning set forth in Section 2.3(i) hereof.
1.2      Affiliate ” means with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise.
1.3      Budget ” has the meaning set forth in Section 2.5(c) hereof.
1.4      Effective Date ” has the meaning set forth in the preamble.
1.5      Gross Revenues ” means all amounts actually collected as rents or other charges for the use and occupancy of the Properties, but shall exclude interest and other investment income of the Owner and proceeds received by the Owner for a sale, exchange, condemnation, eminent domain taking, casualty or other disposition of assets of the Owner.

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1.6      Improvements ” means buildings, structures, equipment from time to time located on the Properties and all parking and common areas located on the Properties.
1.7      Independent Director ” has the meaning set forth in the Limited Liability Company Agreement of the Owner, as applicable.
1.8      Limited Liability Company Agreement ” shall mean, collectively, the Amended and Restated Limited Liability Company Agreements of each Owner.
1.9      Management Fees ” has the meaning set forth in Section 4.1(a) hereof.
1.10      Owner ” has the meaning set forth in the preamble.
1.11      Ownership Agreements ” has the meaning set forth in Section 2.3(k) hereof.
1.12      Person ” means an individual, corporation, partnership, joint venture, association, company (whether of limited liability or otherwise), trust, bank or other entity, or government or any agency or political subdivision of a government.
1.13      Plan ” has the meaning set forth in Section 2.5(c) hereof.
1.14      Properties ” has the meaning set forth in the recitals.
ARTICLE II     
APPOINTMENT OF THE MANAGER; SERVICES TO BE PERFORMED
2.1      Appointment of the Manager . The Owner hereby engages and retains the Manager as the sole and exclusive manager and agent of the Properties, and the Manager hereby accepts such appointment, all on the terms and conditions hereinafter set forth, it being understood that this Management Agreement shall cause the Manager to be, at law, the Owner’s agent upon the terms contained herein.
2.2      General Duties . The Manager shall use commercially reasonable efforts in performing its duties hereunder to manage, operate, maintain and lease the Properties in a diligent, careful and vigilant manner. The services of the Manager are to be of scope and quality not less than those generally performed by professional property managers of other similar properties in the area. The Manager shall make available to the Owner the full benefit of the judgment, experience and advice of its members and staff with respect to the policies to be pursued by the Owner relating to the operation and leasing of the Properties.
2.3      Specific Duties . The Manager’s duties include the following:
(a)      Lease Obligations . The Manager shall perform all duties of the landlord under all leases insofar as such duties relate to the operation, maintenance, and day-to-day management of the Properties. The Manager shall also provide or cause to be provided, at the Owner’s expense, all services normally provided to tenants of like premises, including, where applicable and without limitation, gas, electricity or other utilities required to be

2


furnished to tenants under leases, normal repairs and maintenance, and cleaning and janitorial service. The Manager shall arrange for and supervise the performance of all installations and improvements in space leased to any tenant which are either expressly required under the terms of the lease of such space or which are customarily provided to tenants.
(b)      Maintenance. The Manager shall cause the Properties to be maintained in the same manner as similar properties in the area. The Manager’s duties and supervision in this respect shall include, without limitation, cleaning of the interior and the exterior of the Improvements and the public common areas on the Properties and the making and supervision of repair, alterations, and decoration of the Improvements, subject to and in strict compliance with this Management Agreement and any applicable leases. Construction and rehabilitation activities undertaken by the Manager, if any, will be limited to activities related to the management, operation, maintenance, and leasing of the Property (e.g., repairs, renovations, and leasehold improvements).
(c)      Leasing Functions. The Manager shall coordinate the leasing of the Properties and shall negotiate and use its best efforts to secure executed leases from qualified tenants, and to execute same on behalf of the Owner, if requested, for available space in the Properties, such leases to be in form and on terms approved by the Owner and the Manager, and to bring about complete leasing of the Properties. The Manager shall be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise oversee and manage the leasing process on behalf of the Owner.
(d)      Notice of Violations. The Manager shall forward to the Owner, promptly upon receipt, all notices of violation or other notices from any governmental authority, and board of fire underwriters or any insurance company, and shall make such recommendations regarding compliance with such notice as shall be appropriate.
(e)      Personnel. Any personnel hired by the Manager to maintain, operate and lease the Property shall be the employees or independent contractors of the Manager and not of the Owner. The Manager shall use due care in the selection and supervision of such employees or independent contractors. The Manager shall be responsible for the preparation of and shall timely file all payroll tax reports and timely make payments of all withholding and other payroll taxes with respect to each employee.
(f)      Utilities and Supplies. The Manager shall enter into or renew contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily furnished or rendered in connection with the operation of similar rental property in the area.
(g)      Expenses. The Manager shall analyze all bills received for services, work and supplies in connection with maintaining and operating the Properties, pay all such bills, and, if requested by the Owner, pay, when due, utility and water charges, sewer rent and assessments, any applicable taxes, including, without limitation, any real estate taxes, and any other amount payable in respect to the Properties. All bills shall be paid by the Manager within the time required to obtain discounts, if any. The Owner may from time to time

3


request that the Manager forward certain bills to the Owner promptly after receipt, and the Manager shall comply with any such request. The payment of all bills, real property taxes, assessments, insurance premiums and any other amounts payable with respect to the Properties shall be paid out of the Account by the Manager. All expenses shall be billed at net cost (i.e., less all rebates, commissions, discounts and allowances, however designed).
(h)      Monies Collected. The Manager shall collect all rent and other monies from tenants and any sums otherwise due to the Owner with respect to the Properties in the ordinary course of business. In collecting such monies, the Manager shall inform tenants of the Properties that all remittances are to be in the form of a check or money order. The Owner authorizes the Manager to request, demand, collect and provide receipts for all such rent and other monies and to institute legal proceedings in the name of the Owner for the collection thereof and for the dispossession of any tenant in default under its lease.
(i)      Banking Accommodations. The Manager shall establish and maintain a separate checking account (the “ Account ”) for funds relating to the Properties. All monies deposited from time to time in the Account shall be deemed to be trust funds and shall be and remain the property of the Owner and shall be withdrawn and disbursed by the Manager for the account of the Owner only as expressly permitted by this Management Agreement for the purposes of performing the obligations of the Manager hereunder. No monies collected by the Manager on the Owner’s behalf shall be commingled with funds of the Manager. The Account shall be maintained, and monies shall be deposited therein and withdrawn therefrom, in accordance with the following:
(i)      All sums received from rents and other income from the Properties shall be promptly deposited by the Manager in the Account. The Manager shall have the right to designate two (2) or more persons who shall be authorized to draw against the Account, but only for purposes authorized by this Management Agreement.
(ii)      All sums due to the Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein provided, shall be a charge against the operating revenues of the Properties and shall be paid and/or withdrawn by the Manager from the Account prior to the making of any other disbursements therefrom.
(iii)      On or before the 30 th day following the end of each calendar quarter during the term of this Management Agreement, the Manager shall forward to the Owner all net operating proceeds from the preceding quarter, retaining at all times, however, a reserve of $5,000, in addition to any other amounts otherwise provided in the Budget.
(j)      Tenant Complaints. The Manager shall maintain business-like relations with the tenants of the Properties.
(k)      Ownership Agreements . The Manager has received copies of the Delaware certificate of formation, the Limited Liability Company Agreement and the other constitutive

4


documents of each entity constituting Owner (collectively, the “ Ownership Agreements ”) and is familiar with the terms thereof. The Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict with the terms of the Ownership Agreements.
(l)      Signs. The Manager shall place and remove, or cause to be placed and removed, such signs upon the Properties as the Manager deems appropriate, subject, however, to the terms and conditions of the leases and to any applicable ordinances and regulations.
2.4      Approval of Leases, Contracts, Etc . In fulfilling its duties to the Owner, the Manager may and hereby is authorized to enter into any leases, contracts or agreements on behalf of the Owner in the ordinary course of the management, operation, maintenance and leasing of the Properties.
2.5      Accounting, Records and Reports .
(a)      Records. The Manager shall maintain all office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and supplies ordered in connection with the maintenance and operation of the Properties. Such records shall be maintained on a double entry basis. The Owner and persons designated by the Owner shall at all reasonable times have access to and the right to audit and make independent examinations of such records, books and accounts and all vouchers, files and all other material pertaining to the Properties and this Management Agreement, all of which the Manager agrees to keep safe, available and separate from any records not pertaining to the Properties, at a place recommended by the Manager and approved by the Owner.
(b)      Quarterly Reports. On or before the 30 th day following the end of each calendar quarter during the term of this Management Agreement, the Manager shall prepare and submit to the Owner the following reports and statements:
(i)      Rental collection record;
(ii)      Quarterly operating statement;
(iii)      Copy of cash disbursements ledger entries for such period, if requested;
(iv)      Copy of cash receipts ledger entries for such period, if requested;
(v)      The original copies of all contracts entered into by the Manager on behalf of the Owner during such period, if requested; and
(vi)      Copy of ledger entries for such period relating to security deposits maintained by the Manager, if requested.

5


(c)      Budgets and Leasing Plans. On or before November 15 of each calendar year, the Manager shall prepare and submit to the Owner for its approval an operating budget (a “ Budget ”) and a marketing and leasing plan (a “ Plan ”) on the Properties for the calendar year immediately following such submission. Each Budget and Plan shall be in the form approved by the Owner prior to the date thereof. As often as reasonably necessary during the period covered by any Budget or Plan, the Manager may submit to the Owner for its approval an updated Budget or Plan incorporating such changes as shall be necessary to reflect cost overruns and the like during such period. If the Owner does not disapprove a Budget or Plan within thirty (30) days after receipt thereof by the Owner, such Budget or Plan shall be deemed approved. If the Owner shall disapprove any Budget or Plan, it shall so notify the Manager within said thirty (30) day period and explain the reasons therefor. The Manager will not incur any costs other than those estimated in an approved Budget except for:
(i)      maintenance or repair costs under $5,000 per Property;
(ii)      costs incurred in emergency situations in which action is immediately necessary for the preservation or safety of the Property, or for the safety of occupants or other persons on the Property (or to avoid the suspension of any necessary service of the Property);
(iii)      expenditures for real estate taxes and assessments; and
(iv)      maintenance supplies calling for an aggregate purchase price of less than $25,000 for all Properties.
(d)      Returns Required by Law. The Manager shall execute and file when due all forms, reports, and returns required by law relating to the employment of its personnel.
(e)      Notices. Promptly after receipt, the Manager shall deliver to the Owner all notices, from any tenant, or any governmental authority, that are not of a routine nature. The Manager shall also report expeditiously to the Owner notice of any extensive damage to any part of the Properties.
2.6      Subcontracting . Notwithstanding anything to the contrary contained in this Agreement, the Manager may subcontract any of its duties hereunder, without the consent of the Owner, for a fee that may be less than the Management Fees paid hereunder. In the event that the Manager does so subcontract any its duties hereunder, such fees payable to such third parties may, at the instruction of the Manager, be deducted from the Management Fees and paid by the Owner to such parties, or paid directly by the Manager to such parties, in its discretion.
ARTICLE III     
EXPENSES
3.1      Owner’s Expenses . Except as otherwise specifically provided, all costs and expenses incurred hereunder by the Manager in fulfilling its duties to the Owner shall be for the account of

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and on behalf of the Owner. Such costs and expenses may include, without limitation, reasonable wages and salaries and other employee-related expenses of all on-site and off-site employees of the Manager who are engaged in the operation, management, maintenance and leasing of the Properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses which are directly related to the operation, management, maintenance and leasing of specific Properties. All costs and expenses for which the Owner is responsible under this Management Agreement shall be paid by the Manager out of the Account. In the event the Account does not contain sufficient funds to pay all of the costs and expenses, the Owner shall fund all sums necessary to meet such additional costs and expenses.
3.2      Manager’s Expenses . The Manager shall, out of its own funds, pay all of its general overhead and administrative expenses.
ARTICLE IV     
MANAGER’S COMPENSATION
4.1      Management Fees .
(a)      The Owner shall pay the Manager or any of its Affiliates property management and leasing fees (the “ Management Fees ”), on a monthly basis, equal to: two percent (2%) of Gross Revenues from the Properties managed. Except as otherwise set forth herein, the Owner shall also reimburse the Manager for any costs and expenses incurred by the Manager in connection with managing the Properties.
(b)      Notwithstanding the foregoing, the Manager may be entitled to receive higher fees in the event the Manager can demonstrate to the satisfaction of the Owner (including a majority of the Independent Directors) through empirical data that a higher competitive fee is justified for the services rendered and the type of Property managed. As described in Section 2.6 above, in the event that the Manager properly engages one or more third parties to perform the services described herein, the fees payable to such parties for such services will be deducted from the Management Fees, or paid directly by the Manager, at the Manager’s option. The Manager’s compensation under this Section 4.1 shall apply to all renewals, extensions or expansions of leases which the Manager originally negotiated.
4.2      Additional Fees . If the Manager provides services other than those specified herein, the Owner shall pay to the Manager a monthly fee equal to no more than that which the Owner would pay to a third party that is not an Affiliate of the Owner or the Manager to provide such services.
4.3      Audit Adjustment . If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of fees, the Owner or the Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of fees for any fiscal year of more than the correct fees for such fiscal year, the Manager shall bear the cost of such audit.

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ARTICLE V     
INSURANCE AND INDEMNIFICATION
5.1      Insurance to be Carried .
(a)      The Manager shall obtain and keep in full force and effect insurance on the Properties against such hazards as the Owner and the Manager shall deem appropriate, but in any event, insurance sufficient to comply with the leases and the Ownership Agreements shall be maintained. All liability policies shall provide sufficient insurance satisfactory to both the Owner and the Manager and shall contain waivers of subrogation for the benefit of the Manager.
(b)      The Manager shall obtain and keep in full force and effect, in accordance with the laws of the state in which each Property is located, employer’s liability insurance applicable to and covering all employees of the Manager at the Properties and all persons engaged in the performance of any work required hereunder, and the Manager shall furnish the Owner certificates of insurers naming the Owner as a co-insured and evidencing that such insurance is in effect. If any of the Manager’s duties hereunder are subcontracted as permitted under Section 2.6 , the Manager shall include in each subcontract a provision that the subcontractor shall also furnish the Owner with such a certificate.
5.2      Cooperation with Insurers . The Manager shall cooperate with and provide reasonable access to the Properties to representatives of insurance companies and insurance brokers or agents with respect to insurance which is in effect or for which application has been made. The Manager shall use its best efforts to comply with all requirements of insurers.
5.3      Accidents and Claims . The Manager shall promptly investigate and report in detail to the Owner all accidents, claims for damage relating to the ownership, operation or maintenance of the Properties, and any damage or destruction to the Properties and the estimated costs of repair thereof, and shall prepare for approval by the Owner all reports required by an insurance company in connection with any such accident, claim, damage, or destruction. Such reports shall be given to the Owner promptly and any report not so given within ten (10) days after the occurrence of any such accident, claim, damage or destruction shall be noted in the report delivered to the Owner pursuant to Section 2.5(b) . The Manager is authorized to settle any claim against an insurance company arising out of any policy and, in connection with such claim, to execute proofs of loss and adjustments of loss and to collect and provide receipts for loss proceeds.
5.4      Indemnification . The Manager shall hold the Owner harmless from and indemnify and defend the Owner against any and all claims or liability for any injury or damage to any person or property whatsoever for which the Manager is responsible occurring in, on, or about the Properties, including, without limitation, the Improvements when such injury or damage is caused by the negligence or misconduct of the Manager, its agents, servants, or employees, except to the extent that the Owner recovers insurance proceeds with respect to such matter. The Owner will indemnify and hold the Manager harmless against all liability for injury to persons and damage to property caused by the Owner’s negligence and which did not result from the negligence or misconduct of

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the Manager, except to the extent the Manager recovers insurance proceeds with respect to such matter.
ARTICLE VI     
TERM; TERMINATION
6.1      Term . This Management Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the earliest to occur of the following:
(a)      One year from the date of the commencement of the term hereof. However, this Management Agreement will be automatically extended for an unlimited number of successive one year terms at the end of each year unless any party gives sixty (60) days’ written notice to the other parties of its intention to terminate this Management Agreement;
(b)      Immediately upon the occurrence of any of the following:
(i)      A decree or order is rendered by a court having jurisdiction (A) adjudging the Manager as bankrupt or insolvent, (B) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Manager under the federal bankruptcy laws or any similar applicable law or practice, or (C) appointing a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the Manager or a substantial part of the Manager’s assets, or for the winding up or liquidation of its affairs, or
(ii)      The Manager (A) voluntarily institutes proceedings to be adjudicated bankrupt or insolvent, (B) consents to the filing of a bankruptcy proceeding against it, (C) files a petition, answer or consent seeking reorganization, readjustment, arrangement, composition or relief under any similar applicable law or practice, (D) consents to the filing of any such petition, or to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its assets, © makes an assignment for the benefit of creditors, (F) is unable to or admits in writing its inability to pay its debts generally as they become due, unless such inability shall be the fault of the Owner, or (G) takes corporate or other action in furtherance of any of the aforesaid purposes; and
(c)      Upon written notice from the Owner in the event that the Manager commits an act of gross negligence or willful misconduct in the performance of its duties hereunder.
Upon termination, the obligations of the parties hereto shall cease; provided, however ; that the Manager shall comply with the provisions hereof applicable in the event of termination and shall be entitled to receive all compensation which may be due to the Manager hereunder up to the date of such termination; provided , further , however ; that if this Management Agreement terminates pursuant to clauses (b) or (c) of this Section 6.1 , the Owner shall have other remedies as may be available at law or in equity.

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6.2      Manager’s Obligations after Termination . Upon the termination of this Management Agreement, the Manager shall have the following duties:
(a)      The Manager shall deliver to the Owner, or its designee, all books and records with respect to the Properties.
(b)      The Manager shall transfer and assign to the Owner, or its designee, all service contracts and personal property relating to or used in the operation and maintenance of the Properties, except personal property paid for and owned by the Manager. Manager shall also, for a period of sixty (60) days immediately following the date of such termination, make itself available to consult with and advise the Owner, or its designee, regarding the operation, maintenance and leasing of the Properties.
(c)      The Manager shall render to the Owner an accounting of all funds of the Owner in its possession and shall deliver to the Owner a statement of Management Fees claimed to be due the Manager and shall cause funds of the Owner held by the Manager relating to the Properties to be paid to the Owner or its designee.
(d)      The Manager shall cooperate with the Owner to provide an orderly transition of the Manager’s duties hereunder.
ARTICLE VII     
MISCELLANEOUS
7.1      Notices . All notices, approvals, consents and other communications hereunder shall be in writing, and, except when receipt is required to start the running of a period of time, shall be deemed given when delivered in person or on the fifth day after its mailing by either party by registered or certified United States mail, postage prepaid and return receipt requested, to the other party, at the addresses set forth after their respect name below or at such different addresses as either party shall have theretofore advised the other party in writing in accordance with this Section 7.1 .

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To the Owner:
[Applicable Owner Name]
c/o Global Net Lease, Inc.
405 Park Avenue
New York, NY 10022
Attention: James L. Nelson, CEO and President
with a copy to:
[Applicable Owner Name]
Global Net Lease, Inc.
405 Park Avenue
New York, NY 10022
Attention: Jesse C. Galloway, Executive Vice President and General Counsel

To the Manager:
Global Net Lease Properties, LLC
405 Park Avenue
New York, NY 10022
Attention:

7.2      Governing Law . This Management Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.
7.3      Assignment . Except as permitted in Section 2.6 hereof, this Management Agreement may not be assigned by the Manager, except to an Affiliate of the Manager, and then only upon the consent of the Owner and the approval of a majority of the Independent Directors. Any assignee of the Manager shall be bound hereunder to the same extent as the Manager. This Agreement shall not be assigned by the Owner without the written consent of the Manager, except to a Person which is a successor to such Owner. Such successor shall be bound hereunder to the same extent as such Owner. Notwithstanding anything to the contrary contained herein, the economic rights of the Manager hereunder, including the right to receive all compensation hereunder, may be sold, transferred or assigned by the Manager without the consent of the Owner.
7.4      No Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Management Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrences. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
7.5      Amendments . This Management Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of the amendment is sought.
7.6      Headings . The headings of the various subdivisions of this Management Agreement are for reference only and shall not define or limit any of the terms or provisions hereof.

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7.7      Counterparts . This Management Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.
7.8      Entire Agreement . This Management Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
7.9      Disputes . If there shall be a dispute between the Owner and the Manager relating to this Management Agreement resulting in litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court shall fix as reasonable attorneys’ fees.
7.10      Activities of the Manager . The obligations of the Manager pursuant to the terms and provisions of this Management Agreement shall not be construed to preclude the Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with the Owner or the business of the Owner.
7.11      Independent Contractor . The Manager and the Owner shall not be construed as joint venturers or partners of each other pursuant to this Management Agreement, and neither party shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of the Manager to the Owner under this Management Agreement is that of an independent contractor.
7.12      Pronouns and Plurals . Whenever the context may require, any pronoun used in this Management Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.
[Remainder of page intentionally left blank]

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

ARG FEMRGWV001, LLC
ARC GEGRDMI001, LLC
ARC MKMDNNJ001, LLC
ARC SZPTNNJ001, LLC
ARC CSVBTMI001, LLC
ARC NNMFBTN001, LLC
ARC FEBHMNY001, LLC
ARC LPSBDIN001, LLC
ARC PNSCRPA001, LLC
ARC CJHSNTX001, LLC
ARC CJHSNTX002, LLC

By: Global Net Lease Operating Partnership, L.P.
Its sole member

By:
Global Net Lease, Inc.
its General Partner
By: /s/ James Nelson
Name: James Nelson
Title: Chief Executive Officer

GLOBAL NET LEASE PROPERTIES, LLC
By:
Global Net Lease Special Limited Partner, LLC, its Member
By:
AR Capital Global Holdings, LLC.
its Managing Member
By: /s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory



13


Exhibit A

OWNER AND PROPERTIES


Owner
Property Address
ARC LPSBDIN001, LLC
1902 West Sample Street, South Bend, IN
ARC GEGRDMI001, LLC
3290 Patterson Ave, Grand Rapids, MI
ARC CSVBTMI001, LLC
6311 Schooner Drive, Van Buren Township, MI
ARC MKMDNNJ001, LLC
2 Giralda Farms, Madison, NJ
ARC SZPTNNJ001, LLC
100 College Road West, Princeton, NJ
ARC FEBHMNY001, LLC
100 Orville Drive, Bohemia, NY
ARC PNSCRPA001, LLC
201 Penn Avenue, Scranton, PA
ARC NNMFBTN001, LLC
4500 Singer Road, Murfreesboro, TN
ARC CJHSNTX002, LLC
3990 Rogerdale, Houston, TX
ARC CJHSNTX001, LLC
10771 Westpark Drive, Houston, TX
ARG FEMRGWV001, LLC
163 Pittman Road, Morgantown, WV,


14
Exhibit 10.9

FIRST AMENDMENT TO
PROPERTY MANAGEMENT AND LEASING AGREEMENT
THIS FIRST AMENDMENT TO PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “ Amendment ”), is made and entered into as of October 27, 2017, by and among GLOBAL NET LEASE, INC. (formerly American Realty Capital Global Daily Net Asset Value Trust, Inc.), a Maryland corporation (the “ Company ”), GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (formerly American Realty Capital Global Operating Partnership, L.P.), a Delaware limited partnership (the “ OP ”), and GLOBAL NET LEASE PROPERTIES, LLC (formerly American Realty Capital Global Properties, LLC), a Delaware limited liability company (the “ Manager ”).

WHEREAS the parties hereto entered into that certain Property Management and Leasing Agreement, dated of April 20, 2012 (the “ Agreement ”); and

WHEREAS, the parties wish to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual promise contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1.
Definition of “Properties” . The defined term “Properties” set forth in Section 1.16 of the Agreement is hereby deleted in its entirety and replaced as follows:

1.16. “ Properties ” means all real estate properties owned by the Owner in the Territory and all tracts as yet unspecified but to be acquired by the Owner in the Territory containing income-producing Improvements or on which the Owner will develop or rehabilitate income-producing Improvements, other than those real estate properties owned by the Owner in the Territory that are expressly subject to a separate property management agreement with Manager.
2.
Miscellaneous . Except as expressly modified hereby the terms of the Agreement shall remain in full force and effect as written. Any capitalized term used in this Amendment and not otherwise defined herein, shall have the meaning ascribed to such term in the Agreement. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures on this Amendment which are transmitted by electronically shall be valid for all purposes, however any party shall deliver an original signature of this Amendment to the other party upon request.

[SIGNATURE PAGE FOLLOWS]

1


IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first set forth above.
GLOBAL NET LEASE, INC.

By:
/s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.
By:
Global Net Lease, Inc.
its General Partner

By:
/s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory

GLOBAL NET LEASE PROPERTIES, LLC
By:
American Realty Capital Global Special Limited Partnership, LLC, its Member
By:
AR Capital Global Holdings, LLC, its Managing Member

By:
/s/ Jesse Galloway
Name: Jesse Galloway
Title: Authorized Signatory



Exhibit 10.10

INDEMNIFICATION AGREEMENT
 
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 2 nd day of November, 2017, by and between Global Net Lease, Inc., a Maryland corporation (the “Company”), and Christopher J. Masterson (the “Indemnitee”), and shall become effective as of November 15, 2017 (the “Effective Date”).
 
WHEREAS, at the request of the Company, Indemnitee currently serves as a director, officer or service provider of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of his or her service; and
 
WHEREAS, as an inducement to Indemnitee to serve or continue to serve as a director, officer or service provider, the Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;
 
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
 
Section 1. Definitions . For purposes of this Agreement:
 
(a) “Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination for election was previously so approved.
  
(b) “Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (1) of which a majority of the voting power or equity interest is owned directly or indirectly by the Company or (2) the management of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to duties by, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including as deemed fiduciary thereof.




 
(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.
 
(d) “Effective Date” means the date set forth in the first paragraph of this Agreement.
 
(e) “Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond supersedes bond or other appeal bond or its equivalent.
 
(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
 
(g) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand, discovery request or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.
 
Section 2. Services by Indemnitee . Indemnitee will serve as a director, officer or service provider of the Company. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

Section 3. Existing Agreement Superseded . The parties hereto agree that all of their rights and obligations under the Existing Agreement are hereby replaced and superseded by the rights and obligations provided hereunder.
 
Section 4. General . The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 4 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418(g) of the MGCL.
 
Section 5. Standard for Indemnification . If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing




evidence that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
 
Section 6. Certain Limits on Indemnification . Notwithstanding any other provision of this Agreement (other than Section 7), Indemnitee shall not be entitled to:
 
(a) indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company;
 
(b) indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or
 
(c) indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 13 of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.
 
Section 7. Court-Ordered Indemnification . Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:
 
(a) if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or
 
(b) if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.
 
Section 8. Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of his or her Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 8 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 8, and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
 
Section 9. Advance of Expenses for an Indemnitee . If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses




incurred by or on behalf of Indemnitee in connection with such Proceeding. The Company shall make such advance within ten days after the receipt by the Company of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of the Indemnitee (but without duplication) (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 9 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.
 
Section 10. Indemnification and Advance of Expenses as a Witness or Other Participant . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A.
 
Section 11. Procedure for Determination of Entitlement to Indemnification .
 
(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.
 
(b) Upon written request by Indemnitee for indemnification pursuant to Section 11(a) above, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of the Company, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or




appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 11(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.
 
(c) The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.
 
Section 12. Presumptions and Effect of Certain Proceedings .
 
(a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption.
 
(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.
 
(c) The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.
 
Section 13. Remedies of Indemnitee .
 
(a) If (i) a determination is made pursuant to Section 11(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 9 or 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 8 or 10 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his or her rights under Section 8 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
 
(b) In any judicial proceeding or arbitration commenced pursuant to this Section 13, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 9




of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement.
 
(c) If a determination shall have been made pursuant to Section 11(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.
 
(d) In the event that Indemnitee is successful in seeking, pursuant to this Section 13, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.
 
(e) Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 9 or 10 of this Agreement or the 60 th day after the date on which the Company was requested to make the determination of entitlement to indemnification under Section 11(b) of this Agreement, as applicable, and (ii) and ending on the date such payment is made to Indemnitee by the Company.
 
Section 14. Defense of the Underlying Proceeding .
 
(a) Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b) Subject to the provisions of the last sentence of this Section 14(b) and of Section 14(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 14(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 14(b) shall not apply to a Proceeding brought by Indemnitee under Section 13 of this Agreement.
 
(c) Notwithstanding the provisions of Section 14(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be




consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company (subject to Section 13(d) of this Agreement), to represent Indemnitee in connection with any such matter.
 
Section 15. Non-Exclusivity; Survival of Rights; Subrogation .
 
(a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.
 
(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
 
Section 16. Insurance . (a) The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.

(b)    Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments,




penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in Section 16(a). The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c)    The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.
 
Section 17. Coordination of Payments . The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
 
Section 18. Contribution . If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 5 or due to the provisions of Section 6, then, in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

Section 19. Reports to Stockholders . To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.
 
Section 20. Duration of Agreement; Binding Effect .
 
(a) This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement).
 
(b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
 




(c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
 
(d) The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.
 
Section 21. Severability . If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
 
Section 22. Identical Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.
 
Section 23. Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
 
Section 24. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing waiver.
 
Section 25. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:
 
(a) If to Indemnitee, to the address set forth on the signature page hereto.
 
(b) If to the Company, to:
 
Global Net Lease, Inc.
405 Park Avenue, 4th Floor




New York, NY 10022
Attn: General Counsel
 
or to such other address as may have been furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
 
Section 26. Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of laws rules.
 
 

 
[SIGNATURE PAGE FOLLOWS] 





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
 
GLOBAL NET LEASE, INC.


By:     /s/ James L. Nelson
Name:    James L. Nelson
Title:     Chief Executive Officer and President

INDEMNITEE


By:     /s/ Christopher J. Masterson
Name:     Christopher J. Masterson






EXHIBIT A
 
AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED
 
To: The Board of Directors of Global Net Lease, Inc.
 
Re: Affirmation and Undertaking
 
Ladies and Gentlemen:
 
This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement, dated the 2 nd day of November, 2017, by and between Global Net Lease, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).
 
Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.
 
I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief that at all times, insofar as I was involved as a director of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.
 
In consideration of the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses, relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.
 
IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this _____ day of _______________, 20____.
 
 
 
_____________________________
Name:
 
 



Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James L. Nelson , certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Global Net Lease, 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 the 6th day of November, 2017
 
/s/ James L. Nelson
 
 
James L. Nelson
 
 
Chief Executive Officer and President
 
 
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Nicholas Radesca, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Global Net Lease, 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 the 6th day of November, 2017
 
/s/ Nicholas Radesca
 
 
Nicholas Radesca
 
 
Chief Financial Officer, Treasurer and Secretary
 
 
(Principal Financial Officer and Principal Accounting Officer)



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 Global Net Lease, 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 the 6th day of November, 2017
 
/s/ James L. Nelson
 
James L. Nelson
 
Chief Executive Officer and President
 
(Principal Executive Officer)
 
 
 
/s/ Nicholas Radesca
 
Nicholas Radesca
 
Chief Financial Officer, Treasurer and Secretary
 
(Principal Financial Officer and Principal Accounting Officer)