EX-10.12F


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 Exhibit 10.12F 

 
  

 
 SEVENTH 

LOAN AND SECURITY AGREEMENT SUPPLEMENT 

among 
 SBA PROPERTIES,
LLC, 
 SBA SITES, LLC, 
 SBA
STRUCTURES, LLC, 
 SBA INFRASTRUCTURE, LLC, 

SBA MONARCH TOWERS III, LLC, 
 SBA
2012 TC ASSETS PR, LLC, 
 SBA 2012 TC ASSETS, LLC, 

SBA TOWERS IV, LLC, 
 SBA MONARCH
TOWERS I, LLC, 
 SBA TOWERS USVI, INC., 

SBA GC TOWERS, LLC, 
 SBA TOWERS
VII, LLC 
 SBA TOWERS V, LLC 

SBA TOWERS VI, LLC 
 as Closing Date
Borrowers, 
 and 
 MIDLAND LOAN
SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, 
 as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee 

dated as of May 14, 2021 
  

 









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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  

	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  

			
	 Section 1.01
	 	Definitions.	  	 	2	 
	ARTICLE II	  

	
	2021-1C COMPONENT AND 2021-1R COMPONENT DETAILS	  

			
	 Section 2.01
	 	2021-1C Component and 2021-1R Component Details.	  	 	3	 
	
	ARTICLE III	  

	
	 MORTGAGE LOAN INCREASE
	  

			
	 Section 3.01
	 	 Loan Increase.
	  	 	5	 
	 Section 3.02
	 	Use of Proceeds.	  	 	6	 
	
	ARTICLE IV	  

	
	 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
BORROWERS
	  

			
	 Section 4.01
	 	Representations and Warranties.	  	 	6	 
	 Section 4.02
	 	Amendments to Exhibits and Schedules to the Loan Agreement.	  	 	6	 
	
	ARTICLE V	  

	
	 GENERAL PROVISIONS
	  

			
	 Section 5.01
	 	Governing Law.	  	 	7	 
	 Section 5.02
	 	Severability.	  	 	7	 
	 Section 5.03
	 	Counterparts.	  	 	7	 
	
	ARTICLE VI	  

	
	 APPLICABILITY OF THE LOAN AGREEMENT
	  


			
	 Section 6.01
	 	Applicability.	  	 	7	 


  
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 SEVENTH LOAN AND SECURITY AGREEMENT SUPPLEMENT 

SEVENTH LOAN AND SECURITY AGREEMENT SUPPLEMENT (this “Loan Agreement Supplement”), dated as of May 14, 2021, and entered into
by and among SBA PROPERTIES, LLC, a Delaware limited liability company (“SBA Properties”), SBA SITES, LLC, a Delaware limited liability company (“SBA Sites”), SBA STRUCTURES, LLC, a Delaware limited liability
company (“SBA Structures”), SBA INFRASTRUCTURE, LLC, a Delaware limited liability company (“SBA Infrastructure”), SBA MONARCH TOWERS III, LLC, a Delaware limited liability company (“SBA Monarch III”),
SBA 2012 TC ASSETS PR, LLC, a Delaware limited liability company (“SBA TC PR”), SBA 2012 TC ASSETS, LLC, a Delaware limited liability company (“SBA TC”), SBA TOWERS
IV, LLC, a Delaware limited liability company (“SBA Towers IV”), SBA MONARCH TOWERS I, LLC, a Delaware limited liability company (“SBA Monarch I”), SBA TOWERS USVI,
INC., a U.S. Virgin Islands corporation (“SBA USVI”), SBA GC TOWERS, LLC, a Delaware limited liability company (“SBA GC”), SBA TOWERS VII, LLC, a Delaware limited liability company (“SBA Towers
VII”), SBA TOWERS V, LLC, a Delaware limited liability company (“SBA Towers V”) and SBA TOWERS VI, LLC, a Delaware limited liability company (“SBA Towers VI” and, collectively with SBA
Properties, SBA Sites, SBA Structures, SBA Infrastructure, SBA Monarch III, SBA TC PR, SBA TC, SBA Towers IV, SBA Monarch I, SBA USVI, SBA GC, SBA Towers VII and SBA Towers V, the “Closing Date Borrowers” and, each individually, a
“Closing Date Borrower”), and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as servicer (the “Servicer”), on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the
“Trustee”) under that certain Amended and Restated Trust and Servicing Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”) dated as of October 15, 2014 among
SBA DEPOSITOR LLC (the “Depositor”), the Servicer and the Trustee. 
 RECITALS 

WHEREAS, the Closing Date Borrowers are the Borrowers under a Second Amended and Restated Loan and Security Agreement, dated as of
October 15, 2014, as supplemented and amended by the First Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015, the Second Loan and Security Agreement Supplement, dated as of July 7, 2016, the Third Loan
and Security Agreement Supplement and Amendment, dated as of April 17, 2017, the Fourth Loan and Security Agreement Supplement, dated as of March 9, 2018, the Fifth Loan and Security Agreement Supplement, dated as of September 13,
2019 and the Sixth Loan and Security Agreement Supplement, dated as of July 14, 2020 (the “Loan Agreement”), among the Closing Date Borrowers and the Servicer on behalf of the Trustee; 

WHEREAS, pursuant to Section 3.2 of the Loan Agreement, the Closing Date Borrowers desire to effect a Loan Increase in an
amount equal to $1,226,400,000 (the “Seventh Mortgage Loan Increase”), in the form of (i) one (1) component in an amount equal to $1,165,000,000 designated as the 2021-1C Component (the
“2021-1C Component”)and (ii) one (1) component in an amount equal to $61,400,000 designated as the 2021-1R Component (the “2021-1R Component”), and the Lender has agreed to the Seventh Mortgage Loan Increase and to advance the amount of the Seventh Mortgage Loan Increase; 

  
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 WHEREAS, each of the 2021-1C Component and
the 2021-1R Component constitutes a Component as defined in the Loan Agreement; 
 WHEREAS,
the Closing Date Borrowers and the Lender intend these recitals to be a material part of this Loan Agreement Supplement; and 

WHEREAS, all things necessary to make this Loan Agreement Supplement the valid and legally binding obligation of the Closing Date
Borrowers in accordance with its terms, for the uses and purposes herein set forth, have been done and performed. 
 NOW, THEREFORE,
it is mutually covenanted and agreed as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. All defined terms used herein and not defined herein shall have the meanings ascribed to such terms in
the Loan Agreement. All words and phrases defined in the Loan Agreement shall have the same meanings in this Loan Agreement Supplement, except as otherwise appears in this Article. In addition, the following terms have the following meanings in this
Loan Agreement Supplement unless the context clearly requires otherwise: 
 “2021-1C
Component” shall have the meaning ascribed to it in the Recitals hereto. 

“2021-1C Note” shall have the meaning ascribed to it in Section 3.01(b) hereof.

 “2021-1C Securities” shall mean the Series
2021-1C securities issued by the SBA Tower Trust pursuant to the Trust Agreement corresponding to the 2021-1C Component. 

“2021-1R Component” shall have the meaning ascribed to it in the Recitals hereto.

 “2021-1R Note” shall have the meaning ascribed to it in Section 3.01(b)
hereof. 
 “2021-1R Securities” shall mean the Series 2021-1R securities issued by the SBA Tower Trust pursuant to the Trust Agreement corresponding to the 2021-1R Component. 

“Additional Closing Date” shall mean May 14, 2021. 

“Anticipated Repayment Date” shall have the meaning ascribed to it in Section 2.01(a)(iv) hereof. 

  
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 “Component Rate” shall mean, for each of the
2021-1C Component and the 2021-1R Component, the applicable rate per annum set forth in respect of such Component in Section 2.01(a)(i) hereof. 

“Loan Agreement” shall have the meaning ascribed to it in the Recitals hereto. 

“Maturity Date” shall mean the date set forth in Section 2.01(a)(iii) hereof. 

“Mortgage File” shall have the meaning ascribed to it in the Trust Agreement. 

“Post-ARD Additional Interest Rate” shall have the meaning ascribed to it in
Section 2.01(a)(ii) hereof. 
 “Seventh Mortgage Loan Increase” shall have the meaning ascribed to it in the Recitals
hereto. 
 “Yield Maintenance” shall have the meaning ascribed to it in Section 2.01(a)(iv) hereof. 

Words importing the masculine gender include the feminine gender. Words importing persons include firms, associations and corporations. Words
importing the singular number include the plural number and vice versa. Additional terms are defined in the body of this Loan Agreement Supplement. 

In the event that any term or provision contained herein with respect to the 2021-1C Component or the 2021-1R Component shall conflict with or be inconsistent with any term or provision contained in the Loan Agreement, the terms and provisions of this Loan Agreement Supplement shall govern. 

ARTICLE II 
 2021-1C COMPONENT AND 2021-1R COMPONENT DETAILS 

Section 2.01 2021-1C Component and 2021-1R Component
Details. (a) Except as otherwise set forth below, each of the 2021-1C Component and the 2021-1R Component authenticated and delivered under this Loan Agreement
Supplement shall consist of one (1) Component having: 
 (i) The designation, the initial Component Principal Balance
and the Component Rate set forth below. 
  

					
	 Component
	  	 Initial Component

Principal Balance
	  	 Component

Rate

	2021-1C Component	  	$1,165,000,000	  	1.631%
	2021-1R Component	  	$61,400,000	  	3.598%


  
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 (ii) With respect to the 2021-1C
Component only, Post-ARD Additional Interest Rate determined by the Servicer to be the greater of (i) five percent (5%) and (ii) the amount, if any, by which the sum of the following exceeds the
Component Rate for the 2021-1C Component: (x) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry Association) on
the Anticipated Repayment Date for the 2021-C Component, of the United States Treasury Security having a term closest to ten (10) years plus (y) 0.78% plus (z) five percent (5%). No Post-ARD Additional Interest will accrue with respect to the 2021-1R Component. 

(iii) A Maturity Date which is the Due Date occurring in May 2051 or such earlier date on which the final payment of principal
of the Notes becomes due and payable as provided in the Loan Agreement, whether at such Maturity Date, by acceleration, or otherwise. 

(iv) With respect to the 2021-1C Component only, Yield Maintenance in an amount equal
to the excess, if any, of (i) the present value as of the date of prepayment (by acceleration or otherwise) of all future installments of principal and interest that the Closing Date Borrowers would otherwise be required to pay on the 2021-1C Component (or portion thereof) on the related Due Date from the date of such prepayment to and including the first Due Date that occurs less than twelve months prior to the Anticipated Repayment Date for the
2021-1C Component absent such prepayment, assuming the entire unpaid Principal Amount of the 2021-1C Component is required to be paid on such Due Date, with such present
value determined by the use of a discount rate equal to the sum of (x) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry Association), on the Due Date
relating to the date of such prepayment, of the United States Treasury Security having the maturity closest to the Distribution Date that occurs twelve months prior to the Assumed Final Distribution Date related to the Due Date in November 2026
(such date with respect to each of the 2021-1C Component and the 2021-1R Component, the “Anticipated Repayment Date”) plus (y) 0.50% over
(ii) the Component Principal Balance of the 2021-1C Component (or portion thereof) on the date of such prepayment. No Yield Maintenance is payable in connection with any prepayment of the 2021-1C Component that occurs less than twelve months prior to the Anticipated Repayment Date for the 2021-1C Component. No Yield Maintenance is payable in connection with any
repayment of the 2021-1R Component at any time. 
 (v) Interest shall accrue on each
of the (i) 2021-1C Component and the corresponding 2021-1C Note and (ii) 2021-1R Component and the corresponding 2021-1R Note, from and including the Additional Closing Date. 
 (b) There are no scheduled principal
payments in respect of either the 2021-1C Component or the 2021-1R Component, and the Closing Date Borrowers shall not be required to


  
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pay any principal of the 2021-1C Component or the 2021-1R Component prior to the Anticipated Repayment Date, other
than after the occurrence and during the continuation of an Amortization Period or an Event of Default as provided in the Loan Agreement or as otherwise required under the terms of the Loan Documents. 

ARTICLE III 
 MORTGAGE
LOAN INCREASE 
 Section 3.01 Loan Increase. (a) Pursuant to Section 3.2 of the Loan Agreement, the Lender and the
Closing Date Borrowers agree to the Seventh Mortgage Loan Increase corresponding to the 2021-1C Component and the 2021-1R Component. 

(b) On the Additional Closing Date, each Closing Date Borrower shall execute and deliver to the Trustee (i) a promissory note payable to
the order of the Trustee evidencing the 2021-1C Component, in the initial principal amount equal to $1,165,000,000 (the “2021-1C Note”), and (ii) a
promissory note payable to the order of the Trustee evidencing the 2021-1R Component, in the initial principal amount equal to $61,400,000 (the “2021-1R
Note”). Each of the 2021-1C Note and the 2021-1R Note shall bear interest on the unpaid principal amount thereof at the applicable Component Rate set forth in
respect of such Component in Section 2.01(a)(i) hereof and mature on the Maturity Date set forth in Section 2.01(a)(iii) hereof. 

(c) The Closing Date Borrowers hereby agree that they will deliver to and deposit with, or cause to be delivered to and deposited with, the
Servicer, on or before the Additional Closing Date (or, if any of the following items are not in the actual possession of the Closing Date Borrowers, as soon as reasonably practical, but in any event within 90 days after the Additional Closing
Date): (i) the documents with respect to the Seventh Mortgage Loan Increase required for the Mortgage File (other than the 2021-1C Note and the 2021-1R Note referred to
in Section 3.01(b) hereof) and (ii) originals or copies of all other documents, certificates and opinions in the possession or under the control of the Closing Date Borrowers with respect to the Seventh Mortgage Loan Increase that are
necessary for the ongoing servicing and administration of the Loan. 
 (d) The Closing Date Borrowers hereby represent and warrant to the
Lender that each condition of Section 3.2 of the Loan Agreement in respect of the Seventh Mortgage Loan Increase has been satisfied, as of the Additional Closing Date, including the delivery to: 

(i) the Servicer of an opinion of counsel satisfying the requirements of Section 3.2(A)(vi) of the Loan Agreement; 

(ii) the Trustee of the list required to be delivered pursuant to Section 3.2(A)(x) of the Loan Agreement of the Mortgaged
Sites encumbered by Deeds of Trust being amended in connection with the Seventh Mortgage Loan Increase, identified by Site number, together with such other information with respect to such Mortgaged Sites as shall have been reasonably requested by
the Trustee; and 
 (iii) the Servicer of an Officer’s Certificate dated as of the Additional Closing Date to the effect
set forth in Section 3.2(B) of the Loan Agreement. 

  
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 (e) The parties hereto agree that the Additional Closing Date is an Allocated Loan Amount
Determination Date, pursuant to Section 11.8 of the Loan Agreement, and the Servicer has determined the Allocated Loan Amounts for each Site after giving effect to the Seventh Mortgage Loan Increase, as described herein, based on information
provided to it by the Manager, and until any subsequent Allocated Loan Amount Determination Date, such Allocated Loan Amounts shall be as set forth on Exhibit A hereto. 

Section 3.02 Use of Proceeds. The proceeds from the sale of the 2021-1C Securities and the
2021-1R Securities shall be used to fund the Seventh Mortgage Loan Increase and the proceeds of the Seventh Mortgage Loan Increase shall be used to (i) prepay the
2017-1C Component, (ii) prepay the 2017-1R Component, (iii) pay all recording fees and taxes, reasonable out of pocket costs and expenses incurred by the
Lender, including reasonable legal fees and expenses of counsel to the Lender, and other costs and expenses approved by the Lender (which approval will not be unreasonably withheld or delayed) related to the
2021-1C Component and the 2021-1R Component; and (iv) pay all fees and expenses incurred by the Closing Date Borrowers; and (v) make a cash distribution to the
Guarantor. 
 ARTICLE IV 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS 

Section 4.01 Representations and Warranties. (a) Each Closing Date Borrower hereby represents and warrants to the Lender
that, as to itself and its Sites, each of the representations and warranties set forth in Article IV of the Loan Agreement is true as of the Additional Closing Date. 

(b) Each of the Closing Date Borrowers hereby represents and warrants to the Lender that each condition of Section 3.2 of the Loan
Agreement and Section 3.25 of the Trust Agreement have been satisfied as of the Additional Closing Date. 
 Section 4.02
Amendments to Exhibits and Schedules to the Loan Agreement. 
 (a) The parties hereto agree that Exhibits B, C and
D of the Loan Agreement are hereby deleted in their entirety and replaced by Exhibits B, C and D hereto. 

(b) The parties hereto agree that Schedules 4.25, 4.26 and 4.27 of the Loan Agreement are hereby
deleted in their entirety and replaced by Schedules 4.25, 4.26 and 4.27, respectively, hereto. 

  
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 ARTICLE V 

GENERAL PROVISIONS 

Section 5.01 Governing Law. THIS LOAN AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. THE CLOSING DATE BORROWERS IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT OR UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR IN RELATION TO THE LOAN AGREEMENT, THIS LOAN AGREEMENT SUPPLEMENT OR THE OTHER LOAN DOCUMENTS. 

Section 5.02 Severability. In case any provision in this Loan Agreement Supplement shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 5.03 Counterparts. This Loan Agreement Supplement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Loan Agreement Supplement in Portable Document Format
(PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Loan Agreement Supplement. The parties agree that this Loan Agreement Supplement or any amendment hereto or any other document
necessary for the consummation of the transaction contemplated by this Loan Agreement Supplement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National
Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Electronic signature shall mean any electronic symbol or process attached to, or associated with, a contract or
other record and adopted by a person with the in-tent to sign, authenticate or accept such contract or record and shall be the same as handwritten signatures for the purposes of validity, enforceability and
admissibility. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Loan Agreement Supplement or any document to be signed in connection with this Loan
Agreement Supplement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form. 
 ARTICLE
VI 
 APPLICABILITY OF THE LOAN AGREEMENT 

Section 6.01 Applicability. The provisions of the Loan Agreement are hereby ratified, approved and confirmed, as supplemented and
amended by this Loan Agreement Supplement. The representations, warranties and covenants contained in the Loan Agreement (except as expressly modified herein) are hereby reaffirmed with the same force and effect as if fully set forth herein and made
again as of the Additional Closing Date. 

  
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 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the Closing Date Borrowers and the Servicer on behalf of the Trustee
have caused this Loan Agreement Supplement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. 
  

											
	SBA PROPERTIES, LLC, as Closing Date Borrower	 	SBA SITES, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel
		
	SBA STRUCTURES, LLC, as Closing Date Borrower	 	SBA INFRASTRUCTURE, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel
		
	SBA MONARCH TOWERS III, LLC, as Closing Date Borrower	 	SBA 2012 TC ASSETS PR, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel
		
	SBA 2012 TC ASSETS, LLC, as Closing Date Borrower	 	SBA TOWERS IV, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel










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	SBA MONARCH TOWERS I, LLC, as Closing Date Borrower	 	SBA TOWERS USVI, INC., as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel
		
	SBA GC TOWERS, LLC, as Closing Date Borrower	 	SBA TOWERS VII, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel
		
	SBA TOWERS V, LLC, as Closing Date Borrower	 	SBA TOWERS VI, LLC, as Closing Date Borrower
				
	By:	 	 /s/ Thomas P. Hunt
	 	By:	 	 /s/ Thomas P. Hunt

		 	Name:	 	Thomas P. Hunt	 		 	Name:	 	Thomas P. Hunt
		 	Title:	 	Executive Vice President and General Counsel	 		 	Title:	 	Executive Vice President and General Counsel










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	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer
		
	By:	 	 /s/ David A. Eckels

		 	Name:	 	David A. Eckels
		 	Title:	 	Senior Vice President