lmrk-ex101_10.htm



Exhibit 10.1

 

Execution Version

 

 

 

 

MANAGEMENT AGREEMENT

 

among

 

LMRK Issuer co III LLC,

 

 

LMRK Propco 3 LLC

 

and

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC, 

as Manager 

 

 

Dated as of June 6, 2018

 

 

 

 





 

TABLE OF CONTENTS


	
Page

	
 

	
SECTION 1.
	
Definitions
	
1

	
 
	
 
	
 

	
SECTION 2.
	
Appointment
	
3

	
 
	
 
	
 

	
SECTION 3.
	
Management Services
	
3

	
 
	
 
	
 

	
SECTION 4.
	
Administrative Services
	
5

	
 
	
 
	
 

	
SECTION 5.
	
Reporting
	
6

	
 
	
 
	
 

	
SECTION 6.
	
Other Services
	
6

	
 
	
 
	
 

	
SECTION 7.
	
Operation Standards
	
7

	
 
	
 
	
 

	
SECTION 8.
	
Authority of Manager
	
7

	
 
	
 
	
 

	
SECTION 9.
	
Operating Account; Receipts
	
8

	
 
	
 
	
 

	
SECTION 10.
	
Operating Budget and CapEx Budget
	
8

	
 
	
 
	
 

	
SECTION 11.
	
Operating Expenses and Capital Expenditures
	
9

	
 
	
 
	
 

	
SECTION 12.
	
Compensation
	
10

	
 
	
 
	
 

	
SECTION 13.
	
Employees
	
10

	
 
	
 
	
 

	
SECTION 14.
	
Books, Records, Inspections and Software
	
11

	
 
	
 
	
 

	
SECTION 15.
	
Insurance Requirements
	
11

	
 
	
 
	
 

	
SECTION 16.
	
Environmental
	
12

	
 
	
 
	
 

	
SECTION 17.
	
Cooperation
	
12

	
 
	
 
	
 

	
SECTION 18.
	
Representations and Warranties of Manager
	
12

	
 
	
 
	
 

	
SECTION 19.
	
Representations and Warranties of the Obligors
	
15

	
 
	
 
	
 

	
SECTION 20.
	
Permitted Activities
	
16

	
 
	
 
	
 

	
SECTION 21.
	
Removal or Substitution of Tenant Site Assets; Additional Asset Entities
	
16

	
 
	
 
	
 

	
SECTION 22.
	
Term of Agreement
	
17

	
 
	
 
	
 

	
SECTION 23.
	
Duties Upon Termination
	
19

	
 
	
 
	
 

	
SECTION 24.
	
[Reserved]
	
19

	
 
	
 
	
 

	
SECTION 25.
	
Indemnities
	
19

	
 
	
 
	
 

	
SECTION 26.
	
Miscellaneous
	
20




 




i

 

 



 

LIST OF SCHEDULES AND EXHIBITS

 

Schedule I – List of Tenant Site Assets

 

Exhibit A – Initial Budget

 

Exhibit B – Form of Manager Report

 

Exhibit C – Form of Manager Extension Letter

 

 

ii



 

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of June 6, 2018 (the “Effective Date”) by and among LMRK Issuer Co III LLC, a Delaware limited liability company (the “Issuer”), LMRK PropCo 3 LLC, a Delaware limited liability company (the “Original Asset Entity” and,  together with any entity that becomes a party hereto after the date hereof as an “Additional Asset Entity,” the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).

SECTION 1.Definitions.  

(a)Defined Terms.  All capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Indenture.  As used in this Agreement, the following terms shall have the following meanings:

“Actual/360 Basis” shall mean the accrual of interest calculated on the basis of the actual number of days elapsed during the relevant period in a year assumed to consist of 360 days.

“Additional Asset Entity” shall have the meaning ascribed to it in the preamble hereto.  

“Administrative Services” shall have the meaning specified in Section 4(a).

“Agreement” shall mean this Management Agreement, together with all amendments hereof and supplements hereto.

“Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Available Funds” shall have the meaning specified in Section 26(f)(iii).

“Backup Manager” shall mean Wilmington Trust, National Association, and its successors and permitted assigns, pursuant to the Backup Management Agreement.

“Backup Management Agreement” shall mean the Backup Management Agreement, dated as of the date hereof, by and among the Issuer, the Manager, the Backup Manager and the Indenture Trustee.

“Budget” shall mean each of the Operating Budget and the CapEx Budget.

“Effective Date” shall have the meaning ascribed to it in the preamble hereto.

“Expiration Date” shall mean July 31, 2018, as such date may be extended from time to time pursuant to Section 22(a).

“Extension Notice” shall have the meaning specified in Section 22(a).

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“Indemnified Party” and “Indemnitor” shall mean the Manager (and its employees, directors, officers, agents, representatives and shareholders) and Obligors, respectively, as to Section 25(a) and shall mean the Obligors and Manager, respectively, as to Section 25(b).

“Indenture” shall mean the Indenture, dated as of the date hereof, among the Obligors and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”).

“Information” shall have the meaning specified in Section 26(h).

“Management Fee” shall have the meaning specified in Section 12.

“Management Services” shall have the meaning specified in Section 3.

“Manager” shall have the meaning ascribed to it in the preamble hereto.

“Manager Report” shall have the meaning specified in Section 3(e).

“Obligors” shall have the meaning ascribed to it in the preamble hereto.

“Operating Account” shall have the meaning specified in Section 9(a).

“Operation Standards” shall mean the standards for the performance of the Services set forth in Section 7.

“Original Asset Entity” shall have the meaning ascribed to it in the preamble hereto.

“Other Services” shall have the meaning specified in Section 6(a).

“Permitted Activities” shall have the meaning specified in Section 20.

“Permitted Investments” shall have the meaning specified in the Cash Management Agreement.

“Records” shall have the meaning specified in Section 14.

“Services” shall mean, collectively, the Management Services and the Administrative Services.

“Servicing Agreement” shall mean the Servicing Agreement, dated as of the date hereof, by and between the Indenture Trustee and Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”).

“Sub-Manager” shall have the meaning specified in Section 26(d).

“Sub-Management Agreement” shall have the meaning specified in Section 26(d).

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“Successor Manager” shall have the meaning specified in Section 26(h).

“Term” shall have the meaning specified in Section 22.

(b)Rules of Construction.  Unless the context otherwise requires: 

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)all references to “$” are to United States dollars unless otherwise stated;

(vii)any agreement, instrument or statute defined or referred to in this Agreement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; 

(viii)references to a Person are also to its permitted successors and assigns; and

(ix)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, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

SECTION 2.Appointment.  On the terms and conditions set forth herein, each Obligor hereby engages the Manager to perform the Services as described herein.  The Manager hereby accepts such engagement.  The Manager is an independent contractor, and nothing in this Agreement or in the relationship of any Obligor with the Manager shall constitute a partnership, joint venture or any other similar relationship.

SECTION 3.Management Services.  During the Term, the Manager shall, subject to the terms hereof, perform those functions reasonably necessary to maintain, manage and administer the Tenant Site Assets (collectively, the “Management Services”), all in accordance with the Operation Standards.  Without limiting the generality of the foregoing, the Manager will have the following specific duties in relation to the Tenant Site Assets:

(a)Tenant Site Asset Operations.  The Manager shall monitor and manage each Asset Entity’s property rights associated with the Tenant Site Assets (including negotiating 

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renewals of Tenant Leases on behalf of the Asset Entities in the ordinary course of business) and maintaining the Insurance Policies pursuant to Section 15 hereof.  The Manager shall perform on behalf of each Asset Entity any obligation reasonably required of such Asset Entity pursuant to any Tenant Lease, Asset Agreement or other agreement related to the Tenant Site Assets (other than the payment of amounts due from the Asset Entities thereunder, which payments shall be paid out of the Operating Account as provided herein).

(b)Administration of Tenant Leases.  The Manager shall, on behalf of the Asset Entities, (i) maintain a database of the Tenant Leases indicating, for each Tenant Lease, the amount of all payments due from the Tenant thereunder and the dates on which such payments are due, (ii)  invoice all Rents and Receipts due under the Tenant Leases and otherwise with respect to the Tenant Site Assets, in each case to the extent required by such agreements and licenses, and use commercially reasonable efforts to collect all such Receipts and Rents and other amounts due under the Tenant Leases and otherwise, (iii) managing delinquencies and defaults under the Tenant Leases, (iv) perform all services required to be performed by the Asset Entities under the terms of the Tenant Leases and (v) otherwise use commercially reasonable efforts to ensure compliance on the part of the Asset Entities with the terms of the Transaction Documents and each Asset Agreement and Tenant Lease, all in accordance with the Operation Standards.  Each Asset Entity hereby authorizes the Manager to take any action the Manager deems to be necessary or appropriate to enforce the terms of the Transaction Documents and each Asset Agreement and Tenant Lease in accordance with the Operation Standards, including the right to exercise (or not to exercise) any right such Asset Entity may have to collect Rent and other amounts due under the Asset Agreements or Tenant Leases (whether through judicial proceedings or otherwise), to terminate any Tenant Lease, Asset Agreement or to evict any Tenant.  The Manager shall also have the right, in accordance with the Operation Standards, to compromise, settle and otherwise resolve claims and disputes with regard to the Asset Agreements and Tenant Leases.  The Manager may agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of any Tenant on, any Asset Agreement or Tenant Lease pertaining to the Tenant Site Assets as it may determine to be necessary or appropriate in accordance with the Operation Standards.

(c)Compliance with Law, Etc.  The Manager will take such actions within its reasonable control as may be necessary to comply in all material respects with any and all laws, ordinances, orders, rules, regulations, requirements, permits, licenses, certificates of occupancy, statutes and deed restrictions applicable to the Tenant Site Assets.  The cost of complying with this paragraph shall be the responsibility of the Asset Entities, shall be considered an Operating Expense, shall be included in the Operating Budget and shall be payable out of the Operating Account.

(d)Within two (2) Business Days of identification thereof, the Manager shall transfer all amounts deposited into the Lock Box Account and attributable to the Tenant Site Assets (other than Shared Rent, which will be transferred as designated by the Manager, in the amounts identified by the Manager as Shared Rent, to the applicable party entitled thereto) to the Collection Account.

(e)On the day that is four (4) Business Days prior to each Payment Date, the Manager shall furnish to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager 

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a report (the “Manager Report”) in substantially the form attached as Exhibit B with respect to the periods specified therein.  In addition, the Manager shall provide to the Servicer an updated Tenant Lease database no less frequently than every six (6) months.  The Manager shall, upon request, furnish such additional information pertaining to the Tenant Site Assets as each Rating Agency may reasonably request in writing, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.  The Manager shall, upon request in writing, furnish such additional information to the Servicer as the Servicer deems reasonably necessary to perform its duties under the Servicing Agreement, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.

SECTION 4.Administrative Services.  

(a)During the Term of this Agreement, the Manager shall, subject to the terms hereof, provide to each Obligor the following administrative services in accordance with the Operation Standards (collectively, the “Administrative Services”):

(i)clerical, bookkeeping and accounting services, including maintenance of general records of the Obligors, as necessary or appropriate in light of the nature of the Obligors’ business and the requirements of the Indenture and the other Transaction Documents;

(ii)maintain accurate books of account and records of the transactions of each Obligor, render statements or copies thereof from time to time as reasonably requested by such Obligor;

(iii)prepare and file, or cause to be prepared and filed, all franchise, withholding, income and other tax returns of such Obligor required to be filed by it and arrange for any taxes owing by such Obligor to be paid to the appropriate authorities out of funds of such Obligor available for such purpose, all on a timely basis and in accordance with applicable law, rules or regulations;

(iv)administer such Obligor’s performance under the Indenture and the other Transaction Documents, including (A) preparing and delivering (or causing to be prepared and delivered) on behalf of such Obligor such Opinions of Counsel, Officers’ Certificates, reports, notices and other documents as are required under such Indenture and the other Transaction Documents and (B) holding, maintaining and preserving such Indenture and the other Transaction Documents and books and records relating to such Indenture and the other Transaction Documents and the transactions contemplated or funded thereby, and making such books and records available for inspection in accordance with the terms of such Indenture and the other Transaction Documents;

(v)take all actions on behalf of such Obligor as may be necessary or appropriate in order for such Obligor to remain duly organized and qualified to carry out its business under applicable law, rules or regulations, including making all necessary or appropriate filings with federal, state and local authorities under corporate and other applicable statutes; and

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(vi)manage all litigation instituted by or against such Obligor, including retaining on behalf of and for the account of such Obligor legal counsel to perform such services as may be necessary or appropriate in connection therewith and negotiating any settlements to be entered into in connection therewith; provided that, with respect to any such litigation that refers to any property interest of the Indenture Trustee, on behalf of the Noteholders, in litigation papers accompanying a summons as a result of the conveyance by an Asset Entity to the Indenture Trustee, the Manager shall act on behalf of the Indenture Trustee to manage such litigation and shall promptly advise the Indenture Trustee and the Servicer, what action, if any, the Manager is taking, or intends to take, in connection therewith; provided, further, the Manager shall answer and appear on the Indenture Trustee’s behalf, but in no event shall the Manager accept a default judgment to the extent the related proceeding asserts any personal or institutional claims against the Indenture Trustee without the consent of the Indenture Trustee; provided, further, that, during a Special Servicing Period, the Servicer shall be entitled to assume the rights and obligations of the Manager pursuant to this clause (vi).  

(b)The Obligors acknowledge that, for tax purposes, the Manager will allocate the value of its services among the Obligors on a basis determined by the Manager in its reasonable discretion and the Obligors agree to be bound by such allocation and to file any required tax returns on a basis consistent with such allocation.

SECTION 5.Reporting.  The Manager shall maintain full and accurate books of accounts and other records reflecting the results of the operations of the Tenant Site Assets on a consolidated basis and shall deliver to the Indenture Trustee and the Servicer (in a form reasonably satisfactory to the Servicer) within forty-five (45) days after the end of each calendar month, commencing with the month of July, reports of Operating Expenses (presented on a monthly and year to date basis). 

SECTION 6.Other Services.  

(a)The Manager may, subject to Section 6(b) below, provide to each Asset Entity marketing and leasing services in accordance with the Operation Standards (collectively, the “Other Services”).  Such services may include marketing of Site Space, conducting diligence on potential new tenants and procuring Tenant Leases with third party customers for the Tenant Site Assets, including locating potential Tenants, negotiating Tenant Leases with such Tenants and executing or brokering Tenant Leases as agent and attorney-in-fact for the Asset Entities (including renewals, expansions, equipment changes, rental abatements, relocations, maintenance agreements, terminations and extensions of such Tenant Leases).  To the extent that the Manager agrees to provide such services, the Manager shall have complete authority to negotiate all of the terms of each Tenant Lease, both economic and non-economic, as well as complete authority to negotiate and execute amendments and other modifications thereto in the name of or on behalf of the Asset Entities; provided, however, that the terms of any Tenant Lease or amendment or modification thereof shall be on commercially reasonable terms and in accordance with the Operation Standards.  Notwithstanding the absence of an agreement to provide such services, the Asset Entities specifically authorize the Manager to develop, operate and maintain marketing materials, including an internet website, pursuant to which the Tenant Site Assets may be marketed as an integrated network (including other telecommunication 

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facilities owned or operated by the Manager or its Affiliates other than the Asset Entities), recognizing that such marketing efforts may not identify the particular Asset Entity related to a particular Tenant Site Asset.

(b)Any provision of Other Services to the Asset Entities by the Manager shall be subject to an additional agreement between the Manager and the Obligors, pursuant to which the Obligors shall agree to provide additional compensation to the Manager; provided that the obligation to pay any such additional compensation shall be limited to, and payable only from and to the extent of, funds otherwise available to the Obligors in accordance with Section 5.01(a)(xiv) of the Indenture.

SECTION 7.Operation Standards.  The Manager shall perform the Services in accordance with and subject to the terms of the Indenture and the other Transaction Documents, the Tenant Leases, the Asset Agreements and applicable law, rules or regulations and, to the extent consistent with the foregoing, (i) using the same degree of care, skill, prudence and diligence that the Manager employed in the management of Tenant Site Assets prior to the date hereof and, to the extent applicable, that the Manager uses for other similar assets it manages and (ii) with the objective of timely collections of Rents under the Tenant Leases.  The Manager hereby acknowledges that it has received a copy of the Indenture and the other Transaction Documents and agrees not to take any action or fail to take any action within its control that would cause the Obligors to be in default thereunder.  The services performed in relation to the Tenant Site Assets shall be of a scope and quality not less than those generally performed by professional managers performing services consistent with those required of the Manager under this Agreement for assets similar in type and quality to the Tenant Site Assets that are located in the same geographical market areas as the Tenant Site Assets.

SECTION 8.Authority of Manager.  During the Term, the parties recognize that the Manager will be acting as the exclusive agent of the Obligors with regard to the Services described herein.  Each Asset Entity hereby grants to the Manager the exclusive right and authority, and hereby appoints the Manager as its true and lawful attorney‐in‐fact, with full authority in the place and stead of such Asset Entity and in the name of such Asset Entity, to negotiate, execute, implement, amend or terminate, as circumstances dictate, for and on behalf of such Asset Entity, any and all Tenant Leases, Asset Agreements, contracts, permits, licenses, registrations, approvals, amendments and other instruments, documents and agreements as the Manager deems necessary or advisable in accordance with the Operation Standards.  The Manager will also have the authority to enforce, terminate and compromise disputes under all Tenant Leases, Asset Agreements and all other agreements and documents, as the Manager deems necessary and desirable.  In addition, the Manager will have full discretion in determining (subject to the Operation Standards and subject to the limitations set forth in Section 4(a)(vi)) whether to commence litigation on behalf of an Asset Entity, and will have full authority to act on behalf of each Asset Entity in any litigation proceedings or settlement discussions commenced by or against any Asset Entity.  Each Asset Entity shall promptly execute such other or further documents as the Manager may from time to time reasonably request to more completely effect or evidence the authority of the Manager hereunder, including the delivery of such powers of attorney (or other similar authorizations) as the Manager may reasonably request to enable it to carry out the Services hereunder.

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SECTION 9.Operating Account; Receipts.

(a)Operating Account.  On or prior to the Effective Date, the Manager shall establish, and at all times during the Term of this Agreement shall maintain, one or more operating bank accounts in the name of an Obligor or on behalf of one or more Asset Entities (such account or accounts being the “Operating Account”).  The Asset Entities shall deposit or cause to be deposited funds received in accordance with Sections 5.01(a)(v) and 5.01(a)(vii) of the Indenture into the Operating Account for the payment of Capital Expenditures and Operating Expenses (other than Impositions and Insurance Premiums that are to be paid from (and to the extent of) available cash on deposit in the Impositions and Insurance Reserve Account pursuant to the Indenture) in accordance with the amounts and timing set forth in the Budget.  At all times during the Term of this Agreement the Manager shall have full access to the Operating Account for the purposes set forth herein, and all checks or disbursements from the Operating Account will require only the signature of the Manager.  Funds may be withdrawn by the Manager from the Operating Account only (i) to pay Operating Expenses and Capital Expenditures in accordance with the terms hereof, (ii) to withdraw amounts deposited in error and (iii) if the Manager determines, in accordance with the Operation Standards, that the amount on deposit in the Operating Account exceeds the amount required to pay the Operating Expenses and Capital Expenditures as the same become due and payable, to make such other distributions as the Issuer may direct.  The Manager may direct any institution maintaining the Operating Account to invest the funds held therein in one or more Permitted Investments as the Manager may select in its discretion.  All interest and investment income realized on funds deposited therein shall be deposited to the Operating Account.

(b)Receipts.  The Manager shall cause all Receipts to be deposited directly into the applicable Lock Box Account as required by the Indenture and the other Transaction Documents.  The Manager acknowledges that the Obligors are obligated under the Transaction Documents to direct all Tenants and other Persons obligated to pay any Rents and Receipts directly to the applicable Lock Box Account for deposit into the Collection Account.  The Manager agrees to comply (and to cooperate with the Asset Entities in complying) with such requirements and directions, and the Manager agrees to give no direction to any Tenant or other Person in contravention of such requirements or directions, nor otherwise to cause any Rents or Receipts to be paid to the Asset Entities, the Manager or any other Person, whether at the direction of the Asset Entities or otherwise.  In the event the Manager shall for any reason receive any Receipts, the Manager shall deposit the same within four (4) Business Days of identification of such amounts into the applicable Lock Box Account.  The Manager hereby disclaims any and all interests in each of the Accounts and in any of the Receipts.  Upon written notice from the Indenture Trustee or the Servicer that an Event of Default has occurred under the Indenture or the other Transaction Documents, the Manager agrees to apply Receipts as instructed by the Servicer.

SECTION 10.Operating Budget and CapEx Budget.  Contemporaneously with the execution and delivery of this Agreement, the Manager and the Obligors have agreed on an initial Operating Budget and CapEx Budget for the period beginning on April 15, 2018 through the end of calendar year 2018, copies of which are attached as Exhibit A.  On or before each January, commencing in 2019, the Manager shall deliver to the Issuer and the Servicer (and if so requested by the Indenture Trustee promptly upon the Indenture Trustee’s request) an Operating 

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Budget and CapEx Budget for the following calendar year (in each case presented on a monthly and annual basis).  The Operating Budget shall identify and set forth the Manager’s reasonable estimate of all Operating Expenses on a line-item basis consistent with the form of Operating Budget attached as Exhibit A subject to the limitations set forth in Section 7.02(b) of the Indenture.  Each of the parties hereto acknowledges and agrees that the Operating Budget and the CapEx Budget represent estimates only, and that actual Operating Expenses and Capital Expenditures may vary from those set forth in the applicable Budget.  In the event the Manager determines, in accordance with the Operation Standards, that the actual Operating Expenses or Capital Expenditures for any year will materially differ from those set forth in the applicable Budget for such year, the Manager may, subject to the Indenture and the other Transaction Documents, modify or supplement such Budget in its discretion to reflect such differences.  

SECTION 11.Operating Expenses and Capital Expenditures.  

(a)The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset Entities, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards.  The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so.

(b)The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sites, Insurance Premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer from time to time such information regarding the payment status of such items as the Issuer or the Servicer may from time to time reasonably request.  The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable.  All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, be paid by or through the Impositions and Insurance Reserve Account or the Operating Account.  If the Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors shall deposit the amount of such deficiency therein as soon as practicable.  In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenture, elect to pay such Operating Expenses out of its own funds, but shall have no obligation to do so.  The Obligors, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at 

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the Prime Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement.

SECTION 12.Compensation.  In consideration of the Manager’s agreement to perform the Services during the Term hereof, the Obligors hereby jointly and severally agree to pay to the Manager a fee (the “Management Fee”), for each Collection Period, equal to 1.5% of the Operating Revenues of the Obligors for such Collection Period.  Such fee in respect of each Collection Period shall be payable to the Manager by the Indenture Trustee, solely from the Collection Account (subject to the availability of funds for such purpose in accordance with Section 5.01(a)(vi) of the Indenture) on each Payment Date.  On the day that is three (3) Business Days prior to each Payment Date, the Manager shall report to the Obligors and the Servicer the Management Fee then due and payable based on the information regarding Operating Revenues for the immediately preceding Collection Period then available to it.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was less than what should have been paid (based on a re‐computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be increased by the amount of the underpayment.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was higher than what should have been paid (based on a re‐computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be reduced by the amount of the overpayment.  Upon the expiration or earlier termination of this Agreement as set forth in Section 22, the Manager shall be entitled to receive, on the next succeeding Payment Date, the portion of the Management Fee which was earned by the Manager through the effective date of such expiration or termination (such earned portion being equal to the product of (a) the total Management Fee that would have been payable for the Collection Period in which such expiration or termination occurred had this Agreement remained in effect and (b) a fraction, the numerator of which is the number of days in such month through the effective date of such expiration or termination and the denominator of which is the total number of days in such month).  Notwithstanding anything to the contrary in this Section 12, the Management Fee for the first Payment Date following the Closing Date shall be based on Operating Revenues for the period beginning on the Closing Date and ending on the last day of the initial Collection Period.  The Manager shall be entitled to no other fees or payments from the Obligors as a result of the termination or expiration of this Agreement in accordance with the terms hereof.  None of the expenses necessary to the performance of the Manager’s duties (other than Operating Expenses, Capital Expenditures, the indemnities described in Section 24 and the Other Services described in Section 6) will be paid by the Obligors.

SECTION 13.Employees.  The Manager shall employ, supervise and pay (or contract with a third-party, including an Affiliate of the Manager, to provide, supervise and pay) at all times a sufficient number of capable employees as may be necessary for the Manager to perform the Services hereunder in accordance with the Operation Standards.  All employees of the Manager will be employed at the sole cost of the Manager.  All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees are the sole responsibility of the Manager, who is, in all respects, the employer of such employees.  To the extent the Manager, its designee, or any subcontractor negotiates with any union lawfully 

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entitled to represent any such employees, it shall do so in its own name and shall execute any collective bargaining agreements or labor contracts resulting therefrom in its own name and not as an agent for any Obligor.  The Manager shall comply in all material respects with all applicable laws and regulations related to workers’ compensation, social security, ERISA, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related subjects.  The Manager is independently engaged in the business of performing management and operation services as an independent contractor.  All employment arrangements in connection with the Manager’s performance of the Services hereunder are therefore solely the Manager’s concern and responsibility, and the Obligors shall have no liability with respect thereto.

SECTION 14.Books, Records, Inspections and Software.  The Manager shall, on behalf of the Obligors, keep (or cause to be kept) such materially accurate and complete books and other records pertaining to the Tenant Site Assets and the Services as may be necessary or appropriate under the Operation Standards. Such books and records shall include all Tenant Leases, Asset Agreements, corporate records, monthly summaries of all accounts receivable and accounts payable, maintenance records, Insurance Policies, receipted bills and vouchers (including tax receipts, vouchers and invoices) and other documents and papers pertaining to the Tenant Site Assets.  All such books and records (“Records”) shall be kept in an organized fashion and in a secure location.  During the Term, the Manager shall afford to the Obligors, the Servicer, the Indenture Trustee and the Backup Manager reasonable access to any Records relating to the Tenant Site Assets and the Services within its control, except to the extent it is prohibited from doing so by applicable law or the terms of any applicable obligation of confidentiality or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Obligors.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Manager designated by it.  The Manager will provide to the Backup Manager such licenses for software and access to the Manager’s computers as the Backup Manager shall reasonably require for the performance of its duties hereunder and under the Backup Management Agreement.

SECTION 15.Insurance Requirements.  The Manager shall maintain (or cause to be maintained), on behalf of the Obligors, all Insurance Policies required to be maintained by the Obligors pursuant to the Indenture and other Transaction Documents and such other Insurance Policies as the Manager shall determine to be necessary or appropriate in accordance with the Operation Standards.  The Manager shall prepare and present, on behalf of the Obligors, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy.  Any payments on such policies shall be made to the Manager as agent of and for the account of the Obligors (and on behalf of the Obligors, for the benefit of and to be held in trust for the Indenture Trustee to the extent provided in the Indenture), except as otherwise required by the Indenture and other Transaction Documents.  All such payments shall be applied in accordance with the Indenture and the other Transaction Documents or, if the Indenture and the other Transaction Documents do not specify an application, shall be deposited into the Operating Account.  The Manager shall provide to the Indenture Trustee and the Servicer on behalf of the Obligors such evidence of insurance and payments of the premiums thereof required pursuant to the Obligors’ obligations under Section 7.05 of the Indenture.

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SECTION 16.Environmental.  

(a)The Obligors hereby represent and warrant as to each Tenant Site Asset that none of the Obligors have Knowledge of any material violations of Environmental Laws at the related Tenant Site.

(b)The Manager shall not consent to the installation, use or incorporation into the Tenant Site Assets of any Hazardous Materials in violation of applicable Environmental Laws and shall not consent to the discharge, dispersion, release, storage, treatment, generation or disposal of any pollutants or toxic or Hazardous Materials in material violation of Environmental Law and covenants and agrees to take reasonable steps to comply in all material respects with the Environmental Laws.

(c)The Manager covenants and agrees (i) that it shall advise the Issuer, the Indenture Trustee, the Servicer and the Backup Manager in writing of each notice of any material violation of Environmental Law of which the Manager has Knowledge, promptly after the Manager obtains Knowledge thereof and (ii) to deliver promptly to the Issuer, the Indenture Trustee, the Servicer and the Backup Manager copies of all communications from any federal, state and local governmental authorities received by the Manager concerning any such violation and Hazardous Material on, at or about the Tenant Site Assets.

SECTION 17.Cooperation.  Each Obligor and the Manager shall cooperate with the other parties hereto in connection with the performance of any responsibility required hereunder, under the Transaction Documents, or otherwise related to the Tenant Site Assets or the Services.  In the case of the Obligors, such cooperation shall include (i) executing such documents or performing such acts as may be required to protect, preserve, enhance, or maintain the Tenant Site Assets or the Operating Account, (ii) executing such documents as may be reasonably required to accommodate a Tenant or its installations, (iii) furnishing to the Manager, on or prior to the Effective Date, all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (iv) furnishing to the Manager, on or prior to the Effective Date, all books, records, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (v) providing to the Manager such other information as the Manager considers reasonably necessary for the effective performance of the Services.  In the case of the Manager, such cooperation shall include cooperating with the Indenture Trustee, the Servicer, the Backup Manager, potential purchasers of any of the Tenant Site Assets, appraisers, sellers of sites or related Tenant Site Assets, auditors and their respective agents and representatives, with the view that such parties shall be able to perform their duties efficiently and without interference.

SECTION 18.Representations and Warranties of Manager.  The initial Manager makes the following representations and warranties to the Obligors all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)The Manager is a limited liability company, validly existing and in good standing under the laws of the State of Delaware.

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(b)The Manager’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c)The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)Each Transaction Document to which the Manager is a party, assuming the due authorization, execution and delivery of such Transaction Document by each of the other parties thereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms thereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)The Manager is not in violation of, and its execution and delivery of, performance under and compliance with each of the Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.

(g)No litigation is pending or, to the Manager’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into any of the Transaction Documents to which it is a party, or that, in the Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

(h)The Manager is not (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that target of comprehensive OFAC sanctions, or (iii) otherwise blocked, or subject to comprehensive sanctions under other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International 

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Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act or any similar law or regulation with respect to Iran or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”).  The Manager has not been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. 

(i)The Manager (i) has not been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) is not, to the actual knowledge of the Manager, under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has not been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has not had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

(j)In the past five, years, the Manager (i) has not been charged with, or convicted of bribery or any other anti-corruption related offense under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Applicable Anti-Corruption Laws”), (ii) to the actual knowledge of the Manager, is not under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Applicable Anti-Corruption Laws, and (iii) has not been assessed civil or criminal penalties under any Applicable Anti-Corruption Laws.

(k)To the actual knowledge of the Manager, the Manager has not, within the last five years, directly or indirectly offered, promised, given, paid, authorized, solicited, accepted, or received anything of value to or from any Person (including a governmental official or a commercial counterparty) for the purposes of: (i) improperly influencing any act, decision or failure to act, (ii) improperly inducing a Person to do or omit to do any act in violation of their duty, or (iii) improperly inducing a Person to use his or her influence to affect any act or decision; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in material violation of any applicable law or regulation.

(l)The Manager has established policies and procedures which it reasonably believes are adequate to ensure that it will continue to be in material compliance with the Applicable Anti-Corruption Laws.

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SECTION 19.Representations and Warranties of the Obligors.  Each Obligor makes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)Such Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

(b)Such Obligor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate such Obligor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any agreement or other instrument to which it is a party or by which it is bound, except where such violation, breach or default in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(c)Such Obligor has the full power and authority to own its Tenant Site Assets, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)This Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Obligor, enforceable against such Obligor in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)Such Obligor is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(g)No litigation is pending or, to the Obligor’s Knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement or that, in such Obligor’s good faith and reasonable judgment, is 

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reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

SECTION 20.Permitted Activities.  For the avoidance of doubt, it is understood and agreed that nothing contained in this Agreement shall restrict the Manager, its employees, its agents or its Affiliates (or impose a duty on the Manager or any such other Person to refrain) from engaging in any business relating to managing, for itself, its Affiliates or others, similar assets (including the ownership, operation, maintenance, leasing or marketing of tenant site assets for itself or for others) without regard to any conflicts which may arise in connection therewith and even if, by doing so, such activities could be construed to be in competition with the business activities of the Obligors, subject only to the restrictions set forth below in items (i), (ii) and (iii) (“Permitted Activities”).  In the conduct of Permitted Activities the Manager agrees that (i) if the Manager arranges for a lease of a tenant site asset with a tenant that is also a Tenant under a Tenant Lease, such new lease will be separate from and independent of the Tenant Lease(s) between the Tenant and the related Asset Entity, (ii) unless a Tenant Site Asset has been disposed of or terminated by an Asset Entity in accordance with the Indenture and the other Transaction Documents, the Manager will not solicit a Tenant to terminate a Tenant Lease for a Tenant Site Asset and replace such Tenant Lease with a tenant site asset owned, leased or managed by a Person that is not an Asset Entity and (iii) in all cases the Manager shall perform its duties and obligations hereunder in accordance with the Operation Standards notwithstanding any potential conflicts of interest that may arise, including any relationship that the Manager may have with any other owners of tenant site assets that it manages.  

SECTION 21.Removal or Substitution of Tenant Site Assets; Additional Asset Entities.  If, during the Term of this Agreement, an Asset Entity assigns, disposes of or otherwise transfers all of its right, title and interest in and to any Tenant Site Asset to a Person other than another Asset Entity, the Indenture Trustee or a designee of the Indenture Trustee (whether pursuant to a taking under the power of eminent domain or otherwise) or otherwise ceases to have an interest in a Tenant Site Asset, this Agreement shall terminate (as to that Tenant Site Asset only) on the date of such assignment or transfer or other event and the Obligors shall promptly deliver to the Manager  (with  a copy to the Servicer) an amended Schedule I reflecting the removal of such Tenant Site Asset from the scope of this Agreement.  Upon the termination of this Agreement as to a particular Tenant Site Asset, the Manager and the respective Asset Entity that owns such Tenant Site Asset shall be released and discharged from all liability hereunder with respect to such Tenant Site Asset for the period from and after the applicable termination date (except for rights and obligations hereunder that are expressly stated to survive such termination).  In addition, the Obligors may at any time add any additional Tenant Site Asset to Schedule I in connection with a substitution or property addition (including addition by use of a Site Acquisition Account) permitted under the terms of the Indenture and the other Transaction Documents (excluding, for the avoidance of doubt, the addition of any Deferred Additional Tenant Site Assets to an Asset Entity).  Upon such substitution or property addition, the Obligors shall promptly deliver to the Manager (with a copy to the Servicer and the Rating Agencies) an amended Schedule I reflecting the addition of such Tenant Site Assets.  In addition, effective upon the accession to the Indenture of an Additional Asset Entity, such Additional Asset Entity shall become a party hereto as an Additional Asset Entity and the Additional Obligor Tenant Site Assets of such Additional Asset Entity shall become Tenant Site Assets managed hereunder.  The Obligors shall promptly deliver to the Manager (with a copy to the 

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Servicer and the Rating Agencies) an amended Schedule I reflecting the addition of any such Tenant Site Assets, whereupon the Manager shall assume responsibility for the performance of the Management Services hereunder with respect to such Tenant Site Assets and Administrative Services with respect to such Additional Asset Entity.

SECTION 22.Term of Agreement.  

(a)Term.  This Agreement shall be in effect during the period (the “Term”) commencing on the date hereof and ending at 5:00 P.M. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 22.  The Expiration Date under this Agreement may be extended from time to time at the option of the Issuer (or the Servicer on its behalf), acting in its sole and absolute discretion, for successive one (1) month periods (so that the Expiration Date is the last day of each calendar month) by written notice to that effect to the Manager (with a copy to the Indenture Trustee and the Backup Manager) from the Issuer (or the Servicer on its behalf), as the case may be, delivered on or prior to the then-current Expiration Date (an “Extension Notice”); provided that the Servicer shall not have the right to extend the Expiration Date after the payment in full of the Obligations.  Each of the Obligors and the Manager agree that if the Issuer fails to deliver an Extension Notice to the Manager by the Expiration Date (or if such day is not a Business Day, on the following Business Day) the Manager shall, on such Expiration Date (or such subsequent Business Day), provide the Servicer (with a copy to the Indenture Trustee and the Backup Manager) with notice of such failure and the Servicer shall have ten (10) Business Days following its receipt of such notice to deliver an Extension Notice to the Manager, and notwithstanding the first sentence of this Section 22(a), this Agreement shall continue in effect for such ten (10) Business Days, unless the Servicer shall deliver a notice that it does not intend to deliver an Extension Notice. Upon the delivery of such Extension Notice, the Expiration Date shall be extended to the end of the month following the Expiration Date as in effect immediately prior to such Extension Notice. Upon delivery of an Extension Notice, the then-current Expiration Date shall be automatically extended to the date specified therein without any further action by any party. 

(b)Termination for Cause.  The Issuer or the Indenture Trustee (or the Servicer on its behalf) shall renew this Agreement, unless otherwise directed by the Servicer, which direction may be given only following the occurrence of one or more of the following events:  (i) the declaration of an Event of Default, (ii) the DSCR falls to less than 1.10 to 1.0 as of the end of any calendar month and the Servicer reasonably determines that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Obligors’ industry generally, (iii) the Manager has engaged in fraud, gross negligence or willful misconduct in connection with its performance hereunder or (iv) a default on the part of the Manager in the performance of its obligations hereunder, and with respect to clause (iv), such default could reasonably be expected to have a Material Adverse Effect and remains unremedied for thirty (30) days after the Manager receives written notice thereof from the Servicer (provided, however, if such default is reasonably susceptible of cure, but not within such thirty (30) day period, then the Manager may be permitted up to an additional ninety (90) days to cure such default provided that the Manager diligently and continuously pursues such cure). 

(c)Automatic Termination for Bankruptcy, Etc.  If the Manager or any Obligor files a petition for bankruptcy, reorganization or arrangement, or makes an assignment 

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for the benefit of the creditors or takes advantage of any insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of the Manager or any Obligor and is not discharged within ninety (90) days after such appointment, then this Agreement shall terminate automatically; provided that if any such event shall occur with respect to less than all of the Obligors, then this Agreement will terminate solely with respect to the Obligor or Obligors for which such event has occurred and the respective Tenant Site Assets owned, leased or managed by such Obligor(s).  Upon the termination of this Agreement as to a particular Obligor, the Manager and such Obligor shall be released and discharged from all liability hereunder for the period from and after the applicable termination date (except for rights and obligations hereunder that are expressly stated to survive any termination) and the Manager shall have no further obligation to perform any Services for such Obligor or any Tenant Site Assets owned, leased or managed by such Obligor from and after such date.

(d)Resignation by Manager.  Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law.  Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion of Counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager.  From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it.  This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

(e)Backup Manager to Act.  On and after the termination of the Manager pursuant to paragraphs (b) and (c) or upon a resignation by the Manager pursuant to paragraph (d) above (other than a resignation by the Manager after all Obligations due and owing under the Transaction Documents have been fully satisfied pursuant to Section 22(d)), the Issuer shall appoint (or if the Issuer fails to so appoint, the Indenture Trustee shall appoint) the Backup Manager or its designee, by providing written notice of such appointment to the Backup Manager, as the replacement Manager if the Backup Manager is then able and willing to accept such appointment in accordance with the terms of the Backup Management Agreement.  The Manager shall duly satisfy in all material respects all obligations hereunder and on its part to be fulfilled under or in connection with the Backup Management Agreement in connection with the appointment of the Backup Manager or its designee, including the performance of all obligations of the Manager until a replacement Manager’s appointment has become effective; provided that the Manager shall be entitled to the Management Fee during such period. If the Backup Manager is unable or unwilling to act, and no Event of Default has occurred and is continuing, the Issuer shall require that the Manager be replaced with a Person chosen by the Issuer (or, if an Event of 

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Default has occurred and is then continuing, the Servicer) and reasonably acceptable to the Servicer.

(f)The Issuer and the Manager each agree to give prompt written notice to the Backup Manager of the occurrence of any event or circumstance of which it has Knowledge that could reasonably be expected to lead to the Manager’s termination under Sections 21(b), (c) or (d) hereof.

SECTION 23.Duties Upon Termination.  Upon the expiration or termination of the Term, the Manager shall have no further right to act for any Obligor or to draw checks on the Operating Account and shall promptly (i) furnish to the Issuer or its designee or any replacement Manager all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (ii) deliver to the Issuer or its designee or any replacement Manager (x) all Receipts received after such termination or (y) any monies or reserves held by the Manager on behalf of the Indenture Trustee, (iii) deliver to the Issuer or its designee or any replacement Manager all books, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (iv) upon request, assign, transfer, or convey, as required, to the respective Obligors all service contracts and personal property relating to or used in the operation and maintenance of the Tenant Site Assets, except any personal property which was paid for and is owned by the Manager.  The Manager shall also, for a period of six (6) months after such expiration or termination, make itself available to consult with and advise the Obligors, the Servicer and any replacement Manager regarding the operation and maintenance of the Tenant Site Assets or otherwise to facilitate an orderly transition of management to a new manager of the Tenant Site Assets; provided, that during such period, the Manager shall be entitled to be compensated by the Obligors for its out-of-pocket costs and expenses (such expenses to be deemed Additional Issuer Expenses).  Nothing in this Section 23 shall prohibit the Manager, the Obligors or any of their respective Affiliates from retaining copies of any document or instrument delivered in accordance with clauses (i), (iii) or (iv) above.  This Section 23 shall survive the expiration or earlier termination of this Agreement (whether in whole or part).

SECTION 24.[Reserved]

SECTION 25.Indemnities.  

(a)Each of the Obligors agrees to, jointly and severally, indemnify, defend and hold the Manager (including, for the avoidance of doubt, any replacement Manager) and its agents, officers and employees harmless from and against any and all suits, liabilities, damages, or claims (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Obligors pursuant to Section 25(b).

(b)The Manager agrees to indemnify, defend and hold the Obligors harmless from and against any and all suits, liabilities, damages, or claims for damages (including any 

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reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to (i) any acts or omissions of the Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Manager hereunder. If any legal action or other proceeding of any kind is brought for the enforcement of this Agreement or because of a default, misrepresentation, or any other dispute in connection with any provision of this Agreement or the Services, the successful or prevailing party shall be entitled to recover all fees and other costs incurred in such action or proceeding, in addition to any other relief to which it may be entitled.

(c)If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 25, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses.  The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld or refused.

(d)The indemnities in this Section 25 shall survive the expiration or termination of the Agreement.

(e)The indemnities payable under this Section 25 by the Obligors shall be subject to the availability of funds for such purpose in accordance with Section 5.01(a) of the Indenture.

SECTION 26.Miscellaneous.  

(a)Amendments.  No amendment, supplement, waiver or other modification of this Agreement shall be effective unless in writing and executed and delivered by the Manager and the Obligor sought to be bound thereby; provided that, until the Indenture has been terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, any material amendment, supplement, waiver or other modification of this Agreement shall also require the consent of the Servicer, the Indenture Trustee and a Rating Agency Confirmation (it being understood that none of the foregoing shall require the consent of any Noteholder).  No failure by any party hereto to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute a waiver of any of the terms of this Agreement.  The Manager shall not be bound by any amendment, supplement, or other modification to any other Transaction Document which is materially adverse to the Manager unless the Manager has consented thereto; however the Manager’s consent shall not otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.  No amendment, supplement, waiver or other modification of this Agreement which is or may reasonably be expected to be materially adverse to the Backup Manager shall be effective unless the Backup Manager has consented thereto; provided, however, that the Backup Manager’s consent shall not 

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otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.

(b)Notices.  Any notice or other communication required or permitted hereunder shall be in writing and may be delivered personally or by commercial overnight carrier, telecopied or mailed (postage prepaid via the US postal service) to the applicable party at the following address (or at such other address as the party may designate in writing from time to time); provided, however, any such notice or communication shall be deemed to be delivered only when actually received by the party to whom it is addressed:

 


		
	
(1)     To any Obligor:
	
c/o LMRK Issuer Co III LLC

	
 
	
2141 Rosecrans Avenue, Suite 2100

	
 
	
El Segundo, CA 90245

	
 
	
Attention: George Doyle




 


		
	
 
	
With copies to:




 


		
	
 
	
Landmark Infrastructure Partners LP

	
 
	
2141 Rosecrans Avenue, Suite 2100

	
 
	
El Segundo, California 90245

	
 
	
Attention: Legal Department




 


		
	
(2)     To Manager:
	
c/o Landmark Infrastructure Partners GP LLC

	
 
	
2141 Rosecrans Avenue, Suite 2100

	
 
	
El Segundo, CA 90245

	
 
	
Attention: George Doyle




 


		
	
 
	
With copies to:




 


		
	
 
	
Landmark Infrastructure Partners LP

	
 
	
2141 Rosecrans Avenue, Suite 2100

	
 
	
El Segundo, California 90245

	
 
	
Attention: Legal Department




 

(c)Assignment, Etc.  The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  None of the rights, interests, duties, or obligations created by this Agreement may be assigned, transferred, or delegated in whole or in part by the Manager or any Obligor, and any such purported assignment, transfer, or delegation shall be void; provided, however, that (i) the Obligors may assign this Agreement to the Indenture Trustee and grant a security interest in their rights and interests hereunder pursuant to the Indenture and the other Transaction Documents, (ii) the Manager may, in accordance with paragraph (d) below, delegate any of its obligations hereunder to one or more Sub-Managers pursuant to one or more Sub-Management Agreements and (iii) the Manager may, in accordance with the Operation Standards, utilize the services of 

21



 

third-party service providers , including Affiliates of the Manager, to perform all or any portion of its Services hereunder.  Notwithstanding any such delegation or appointment of a third-party service provider, the Manager shall remain liable to the Obligors to the same extent as if the Manager were performing the Services alone, and the Manager agrees that no additional compensation shall be required to be paid by the Obligors in connection with any such delegation or third-party service provider.  The Manager hereby acknowledges that all of the rights of the Obligors hereunder have been assigned to the Indenture Trustee as collateral security for the Obligations.  The Indenture Trustee is an intended third party beneficiary of this Agreement.  

(d)Sub-Management Agreements.  

(i)The Manager may enter into one or more sub-management agreements (each, a “Sub-Management Agreement”) to provide for the performance by one or more third parties, including Affiliates of the Manager (each, a “Sub-Manager”) of any or all of its obligations hereunder, provided that any Sub-Management Agreement shall expressly or effectively provide that if the Manager shall for any reason no longer act in such capacity hereunder (including pursuant to Section 22(b)), any successor to the Manager hereunder (including the Backup Manager if the Backup Manager has become such successor pursuant to Section 22(e)) may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Manager under such Sub-Management Agreement or alternatively, may terminate such rights and obligations, in either case without cause and without payment of any penalty or termination fee.  

(ii)The Manager shall monitor the performance of its Sub-Managers under any Sub-Management Agreement.

(iii)The Manager will be solely liable for all fees owed by it to any Sub-Manager. Each Sub-Manager retained under the related Sub-Management Agreement will be reimbursed by the Manager for certain expenditures which it makes, generally to the same extent that the Manager would be reimbursed hereunder.  

(e)Entire Agreement; Severability.  This Agreement constitutes the entire agreement between the parties hereto, and no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

(f)Limitations on Liability.

(i)Notwithstanding anything herein to the contrary, neither the Manager nor any member, manager, director, officer, employee, shareholder or agent of the Manager shall be under any liability to the Obligors or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the 

22



 

Obligors, the Servicer or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, gross negligence or willful misconduct in the performance of the Services hereunder.

(ii)Notwithstanding anything herein to the contrary, no party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement.

(iii)Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Obligor to the Manager shall be satisfied only from such Obligor’s interest in the Tenant Site Assets, the Tenant Leases, the Asset Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability in accordance with the Indenture, the Cash Management Agreement and the other Transaction Documents, (any such available funds being hereinafter referred to as “Available Funds”).  In the event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the type described in Section 26(j) is commenced against such Obligor by a party other than the Manager or any of its Affiliates.

(iv)No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the obligations of any Obligor or the Manager hereunder or for any claim in any way related to this Agreement or the performance of the Services.

(v)The provisions of this Section 26(f) shall survive the expiration or earlier termination of this Agreement (whether in whole or in part).

(g)Governing Law; Submission to Jurisdiction.  

(i)THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

(ii)EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.

23



 

(h)Confidentiality.  The Backup Manager, or any other party succeeding to the duties of the Manager named herein (a “Successor Manager”) agrees to keep confidential (and (a) to cause its respective officers, directors and employees to keep confidential and (b) to use its best efforts to cause its respective agents and representatives to keep confidential) the Information (as defined below) and all copies thereof, extracts therefrom and analyses or other materials based thereon, except that such Successor Manager shall be permitted to disclose Information (i) to the extent required by the Transaction Documents, (ii) as requested by the Rating Agencies, (iii) to the extent such Successor Manager reasonably determines disclosure is necessary or advisable to perform services contemplated by this Agreement, (iv) to the extent provided in any Offering Memorandum, (v) the parties to the Indenture who are subject to the confidentiality provisions contained therein, (vi) to actual or prospective Tenants, (vii) if required to do so by any applicable statute, law, rule or regulation, or in working with any taxing authorities or other governmental agencies, (viii) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of such Successor Manager’s business or that of its Affiliates, (ix) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which such Successor Manager or an Affiliate or an officer, director, employer or shareholder thereof is a party, (x) to any Affiliate, independent or internal auditor, agent, employee or attorney of such Successor Manager provided that the Manager advises such recipient of the confidential nature of the Information being disclosed and obtains confirmation in such form as may be acceptable to the Manager to the effect that such Person will keep such Information confidential and (xi) any other disclosure authorized by such Successor Manager.  For the purposes of this paragraph (g), the term “Information” shall mean the terms and provisions of this Agreement and all financial statements, certificates, reports, Records, agreements and information (including the Tenant Leases, Asset Agreements and all analyses, compilations and studies based on any of the foregoing) that relate to the Tenant Site Assets or the Services, other than any of the foregoing that are or become publicly available other than by a breach of the confidentiality provisions contained herein.

(i)Issuer as Agent.  Each of the Obligors hereby appoints the Issuer to serve as its representative and agent to act, make decisions, and grant any necessary consents or approvals hereunder, collectively, on behalf of such Obligor.  Each Obligor hereby authorizes the Issuer to take such action as agent on its behalf and to exercise such powers as are delegated to the Issuer by the terms hereof, together with such powers as are reasonably incidental thereto.

(j)No Petition.  Prior to the date that is one year and one day after the date on which the Indenture has been terminated in accordance with its terms, all Obligations under the Indenture and under the other Transaction Documents have been fully satisfied, the Manager shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.

(k)Headings.  Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.

24



 

(l)Counterparts.  This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which when 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 signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

(m)Waiver of Jury Trial.  EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

[SIGNATURE PAGES FOLLOW]

 

 

25



 

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

 


	
Manager:
	
 

	
 
	
 

	
 
	
LANDMARK INFRASTRUCTURE PARTNERS GP LLC




 


	
 
	
By:
	
/s/ George P. Doyle

	
 
	
 
	
Name: George P. Doyle

	
 
	
 
	
 

	
 
	
 
	
Title: Authorized Representative




 


	
Issuer and Obligor:
	
 

	
 
	
 

	
 
	
LMRK ISSUER CO III LLC




 


	
 
	
By:
	
/s/ George P. Doyle

	
 
	
 
	
Name: George P. Doyle

	
 
	
 
	
 

	
 
	
 
	
Title: Authorized Representative




 


	
Original Asset Entity and Obligor:

	
 
	
 

	
 
	
LMRK PROPCO 3 LLC




 


	
 
	
By:
	
/s/ George P. Doyle

	
 
	
 
	
Name: George P. Doyle

	
 
	
 
	
 

	
 
	
 
	
Title: Authorized Representative




 

[Signature Page to Management Agreement]



 

SCHEDULE I

 

TENANT SITE ASSETS

 

US-DOCS\100390964.8



 

 

 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC100108
	
1956 E 103rd St
	
Los Angeles
	
CA
	
90002-3124

	
TC110123
	
3680 Us Highway 50
	
Hillsboro
	
OH
	
45133-9158

	
TC110184
	
2200 Robindale Rd
	
Henderson
	
NV
	
89074-5374

	
TC110191
	
600 Plantation Rd
	
Perry
	
FL
	
32348-6220

	
TC110193
	
39457 15th St E
	
Palmdale
	
CA
	
93550-3445

	
TC110199
	
7290 Samuel Dr - TC110199
	
Denver
	
CO
	
80221-2743

	
TC110221
	
416 Mary Ave
	
New Smyrna Beach
	
FL
	
32168-6726

	
TC110235
	
8000 E Mississippi Ave
	
Denver
	
CO
	
80247-2123

	
TC110308
	
27500 HICKORY HILL ROAD
	
BROOKSVILLE
	
FL
	
33592

	
TC110309
	
1001 Bristol Rd
	
Bristol
	
ME
	
04539-3028

	
TC110312
	
35931 Fir Avenue
	
Yucaipa
	
CA
	
92399

	
TC110314
	
10234 4th St # RCH
	
Rancho Cucamonga
	
CA
	
91730-5803

	
TC110318
	
1400 E Rosedale St
	
Fort Worth
	
TX
	
76104-5314

	
TC110322
	
13055 Levan Rd
	
Livonia
	
MI
	
48150-1255

	
TC110328
	
6060 Indian Creek Dr
	
Miami Beach
	
FL
	
33140-2219

	
TC110329
	
6060 Indian Creek Dr
	
Miami Beach
	
FL
	
33140-2219

	
TC110333
	
20525 Center Ridge Rd
	
Rocky River
	
OH
	
44116-3437

	
TC110334
	
2903 NE 163rd St
	
Miami
	
FL
	
33160-4465

	
TC110335
	
6100 Wilkinson Dr
	
Prescott
	
AZ
	
86301-6162

	
TC110336
	
6100 Wilkinson Dr
	
Prescott
	
AZ
	
86301-6162

	
TC110337
	
6100 Wilkinson Dr
	
Prescott
	
AZ
	
86301-6162

	
TC110338
	
6100 Wilkinson Dr
	
Prescott
	
AZ
	
86301-6162

	
TC110340
	
1809 W Southern Ave
	
Phoenix
	
AZ
	
85041-4630

	
TC110345
	
4810 N 35th Ave
	
Phoenix
	
AZ
	
85017-3010

	
TC110346
	
120 N Ash St
	
Escondido
	
CA
	
92027-3058

	
TC110351
	
9474 Lapeer Rd
	
Davison
	
MI
	
48423-1755

	
TC110352
	
15732 Highland Valley Rd
	
Escondido
	
CA
	
92025-3535

	
TC110355
	
11802 East Bay Rd
	
Gibsonton
	
FL
	
33534-5624

	
TC110366
	
1905 Bridgeport Way W
	
University Place
	
WA
	
98466-4846

	
TC110370
	
4525 Riverview Blvd
	
Saint Louis
	
MO
	
63120-1828

	
TC110371
	
4525 Riverview Blvd
	
Saint Louis
	
MO
	
63120-1828

	
TC110372
	
1782 Route 73
	
Keene Valley
	
NY
	
12943

	
TC110382
	
9229 Touchstone Ct
	
Granite Bay
	
CA
	
95746-5890

	
TC110383
	
9229 Touchstone Ct
	
Granite Bay
	
CA
	
95746-5890

	
TC110384
	
12722 Cadiz Road
	
Essex
	
CA
	
92277-8058

	
TC110387
	
330 E Yoakum Ave
	
Kingsville
	
TX
	
78363-4440

	
TC110390
	
2204 E Monroe St
	
Phoenix
	
AZ
	
85034-1329

	
TC110392
	
10061 San Fernando Rd
	
Pacoima
	
CA
	
91331-2610

	
TC110404
	
660 N Cambell St
	
Rapid City
	
SD
	
57701-6944

	
TC110408
	
148 S Munn Ave
	
East Orange
	
NJ
	
07018-2748

	
TC110409
	
148 S Munn Ave
	
East Orange
	
NJ
	
07018-2748

	
TC110422
	
798 Province Line Rd
	
Allentown
	
NJ
	
08501

	
TC110430
	
2921 S Orlando Dr
	
Sanford
	
FL
	
32773

	
TC110434
	
1905 Foothill Blvd
	
Oakland
	
CA
	
94606

	
TC110435
	
5911 N Lindbergh Blvd
	
Hazelwood
	
MO
	
63042-3123

	
TC110472
	
27150 Hansen Rd
	
Tracy
	
CA
	
95377-8850

	
TC110494
	
6901 SW 147th Ave
	
Miami
	
FL
	
33193-1080

	
TC110509
	
4424 Painters Mill Rd
	
Owings Mills
	
MD
	
21117-4942

	
TC110512
	
1717 Via Del Rio
	
Corona
	
CA
	
92882

	
TC110513
	
1717 Via Del Rio
	
Corona
	
CA
	
92882

	
TC110519
	
750 Ogden Cyn
	
Ogden
	
UT
	
84401

	
TC110520
	
7570 Peace Way
	
Las Vegas
	
NV
	
89147

	
TC110521
	
7570 Peace Way
	
Las Vegas
	
NV
	
89147

	
TC110536
	
1050 N Allen Ave
	
Pasadena
	
CA
	
91104

	
TC110537
	
1625 Riverside Ave
	
Provo
	
UT
	
84604

	
TC110538
	
119 Mountain Rd
	
Bridgton
	
ME
	
04009-3307

	
TC110543
	
29600 Stephenson Hwy
	
Madison Hts
	
MI
	
48071-2339

	
TC110547
	
1312 E Center St
	
Spanish Fork
	
UT
	
84660-2312

	
TC110553
	
1601 E Cook Rd
	
Fort Wayne
	
IN
	
46825

	
TC110627
	
9700 Central Ave SW
	
Albuquerque
	
NM
	
87121

	
TC110628
	
8145 Rogue River Hwy
	
Grants Pass
	
OR
	
97527

	
TC120641
	
29600 Stephenson Hwy
	
Madison Hts
	
MI
	
48071-2339

	
TC120642
	
26230 SE Wally Rd
	
Boring
	
OR
	
97009

	
TC120643
	
535 Hawthorne Ave
	
Newark
	
NJ
	
07112

	
TC120645
	
193 Industrial Ave
	
Williston
	
VT
	
05495

	
TC120646
	
193 Industrial Ave
	
Williston
	
VT
	
05495

	
TC120664
	
2514 Delta Rd
	
Brogue
	
PA
	
17309

	
TC120667
	
1502 1/2 Tri City Beach Road 
	
Baytown
	
TX
	
77523

	
TC120673
	
123 N Union Ave
	
Cranford
	
NJ
	
07016

	
TC120674
	
123 N Union Ave
	
Cranford
	
NJ
	
07016

	
TC120675
	
123 N Union Ave
	
Cranford
	
NJ
	
07016

	
TC120683
	
Pershing County
	
Various
	
NV
	
00000

	
TC120685
	
Elko County
	
Elko
	
NV
	
00000




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC120688
	
Pershing County
	
Various
	
NV
	
00000

	
TC120693
	
Pershing County
	
Various
	
NV
	
00000

	
TC120726
	
18251 County Road 371
	
Rio Medina
	
TX
	
78066-2525

	
TC120738
	
7630 NW 25th St
	
Miami
	
FL
	
33122

	
TC120741
	
6926 N Sunset Dr
	
Wasilla
	
AK
	
99623

	
TC120765
	
901 Walton Ave
	
Bronx
	
NY
	
10452

	
TC120766
	
901 Walton Ave
	
Bronx
	
NY
	
10452

	
TC120812
	
1151 Blue Hills Ave
	
Bloomfield
	
CT
	
06002

	
TC120821
	
7093 South 1630 West
	
West Jordan
	
UT
	
84084

	
TC120823
	
150 W Saint Charles Rd
	
Lombard
	
IL
	
60148

	
TC120824
	
6841 SW 147th Avenue
	
Miami
	
FL
	
33193

	
TC120825
	
35008 Emerald Coast Parkway
	
Destin
	
FL
	
32541

	
TC120826
	
24587 210th Street
	
Paynesville
	
MN
	
56362

	
TC120827
	
6749 Texas Highway 61
	
Devers
	
TX
	
77538

	
TC120828
	
14502 1/2 Smith Road
	
Humble
	
TX
	
77396

	
TC120829
	
985 NW 1901st Road
	
Lone Jack
	
MO
	
64070

	
TC120830
	
1605 Thraikill Road
	
Grove
	
OH
	
43123

	
TC120831
	
Arlington Avenue
	
Thornville
	
OH
	
43076

	
TC120832
	
4849 North Milwaukee Avenue
	
Chicago
	
IL
	
60630

	
TC120833
	
6499 West 65th Street
	
Bedford Park
	
IL
	
60638

	
TC120834
	
9671A Old State Road
	
Chardon
	
OH
	
44024

	
TC120836
	
1280 Motherhead Road
	
Cottleville
	
MO
	
63304

	
TC120837
	
201 North Wisconsin Avenue
	
Oklahoma City
	
OK
	
73117

	
TC120839
	
5802 Seven Star Lane
	
Dermott
	
AR
	
71638

	
TC120840
	
2103 Coral Way
	
Miami
	
FL
	
33145

	
TC120841
	
6824 Edmund Highway
	
Lexington
	
SC
	
29073

	
TC120842
	
John Street
	
Ballston Spa
	
NY
	
12020

	
TC120843
	
1914 E. Vickery
	
Fort Worth
	
TX
	
76104

	
TC120844
	
5811 Airport Lane
	
Port Orange
	
FL
	
32124

	
TC120845
	
12211 Magnolia Street
	
Garden Grove
	
CA
	
92841

	
TC120879
	
723 Macek Rd
	
Richmond
	
TX
	
77469-8303

	
TC120934
	
10625 N Tatum Blvd
	
Phoenix
	
AZ
	
85028-3062

	
TC120955
	
1534 S Western Ave
	
Chicago
	
IL
	
60608

	
TC120998
	
1333 S Rural Rd
	
Tempe
	
AZ
	
85281-6807

	
TC121010
	
105 E Harmon Ave
	
Las Vegas
	
NV
	
89109-4500

	
TC121011
	
105 E Harmon Ave
	
Las Vegas
	
NV
	
89109-4500

	
TC121022
	
7263 103rd St
	
Jacksonville
	
FL
	
32210-6706

	
TC121023
	
710 Morris Park Ave
	
Bronx
	
NY
	
10462-3639

	
TC121024
	
696 Rhinelander Ave
	
Bronx
	
NY
	
10462-3547

	
TC121028
	
48 W 138th St # 54
	
New York
	
NY
	
10037-1712

	
TC121029
	
48 W 138th St # 54
	
New York
	
NY
	
10037-1712

	
TC121063
	
82 Peachtree St SW
	
Atlanta
	
GA
	
30303

	
TC121064
	
82 Peachtree St SW
	
Atlanta
	
GA
	
30303

	
TC121074
	
3402 106th St
	
Corona
	
NY
	
11368-1246

	
TC121083
	
8500 S Stony Island Ave
	
Chicago
	
IL
	
60617

	
TC121092
	
2933 Norton St
	
Corpus Christi
	
TX
	
78415-4901

	
TC121101
	
6790 Miller Dr
	
Miami
	
FL
	
33155-5722

	
TC121712
	
1100 Country Club Rd
	
Middletown
	
CT
	
06457-2306

	
TC121717
	
1209 E King Ave
	
Kingsland
	
GA
	
31548

	
TC121730
	
12188 Highway 142
	
Oxford
	
GA
	
30054-4420

	
TC121740
	
2805 Hunter Rd
	
San Marcos
	
TX
	
78666

	
TC121754
	
755 Fuller Ave SE
	
Grand Rapids
	
MI
	
49506

	
TC121758
	
7115 Rising Rd
	
Knoxville
	
TN
	
37924

	
TC121771
	
255 Magill Rd
	
Haughton
	
LA
	
71037-9543

	
TC121796
	
11815 Baileyton Rd
	
Houston
	
TX
	
77074

	
TC121799
	
522 Meadowlark Dr
	
Monroe
	
LA
	
71203-6915

	
TC121801
	
6350 Highway 269
	
Parrish
	
AL
	
35580-3850

	
TC121812
	
387 W Pontoon Rd
	
Granite City
	
IL
	
62040-6848

	
TC121821
	
2538 Sutherland Ave
	
Knoxville
	
TN
	
37919

	
TC121826
	
66-190 Kamehameha Hwy
	
Haleiwa
	
HI
	
96712

	
TC121835
	
3692 W 5400 S
	
Salt Lake City
	
UT
	
84129-3572

	
TC121837
	
11044 N Cave Creek Rd
	
Phoenix
	
AZ
	
85020

	
TC121838
	
3024 Lovers Ln
	
Krum
	
TX
	
76249

	
TC121839
	
350 W Washington St
	
Kearney
	
MO
	
64060-8626

	
TC121847
	
675 W Union Hills Dr
	
Phoenix
	
AZ
	
85027

	
TC121850
	
2200 E 73rd Ave
	
Spokane
	
WA
	
99223-8437

	
TC121851
	
2200 E 73rd Ave
	
Spokane
	
WA
	
99223-8437

	
TC121854
	
8707 San Leandro St
	
Oakland
	
CA
	
94621-1244

	
TC121872
	
3145 N Main St
	
Mansfield
	
TX
	
76063-6024

	
TC121884
	
2420 Martin Rd
	
Fairfield
	
CA
	
94534-8651

	
TC121885
	
7040 S Yale Ave
	
Tulsa
	
OK
	
74136-5700

	
TC121886
	
1320 W Burnham St
	
Milwaukee
	
WI
	
53204-3248

	
TC121887
	
2558 South Browns Mill Road
	
Freeport
	
IL
	
61032

	
TC131899
	
1647 Benning Rd NE
	
Washington
	
DC
	
20002




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC131902
	
10535 Foothill Boulevard
	
Rancho Cucamonga
	
CA
	
91730-3843

	
TC131903
	
10535 Foothill Boulevard
	
Rancho Cucamonga
	
CA
	
91730-3843

	
TC131904
	
10535 Foothill Boulevard
	
Rancho Cucamonga
	
CA
	
91730-3843

	
TC131949
	
1930 Manhattan Beach Blvd
	
Redondo Beach
	
CA
	
90278

	
TC131950
	
1930 Manhattan Beach Blvd
	
Redondo Beach
	
CA
	
90278

	
TC131951
	
1930 Manhattan Beach Blvd
	
Redondo Beach
	
CA
	
90278

	
TC131952
	
1930 Manhattan Beach Blvd
	
Redondo Beach
	
CA
	
90278

	
TC131954
	
201 Trade St
	
San Marcos
	
CA
	
92078

	
TC131961
	
3801 S Normandie Ave
	
Los Angeles
	
CA
	
90037

	
TC131974
	
22411 S Dixie Hwy
	
Miami
	
FL
	
33170

	
TC131977
	
19002 Us Highway 12
	
Lemmon
	
SD
	
57638-6316

	
TC131981
	
14622 Highway 64
	
East Lake
	
NC
	
27953-0115

	
TC131982
	
1 South Ave
	
Garden City
	
NY
	
11530

	
TC131983
	
1 South Ave
	
Garden City
	
NY
	
11530

	
TC131984
	
1 South Ave
	
Garden City
	
NY
	
11530

	
TC131986
	
1 South Ave
	
Garden City
	
NY
	
11530

	
TC131987
	
1435 E Shelbourne Ave
	
Las Vegas
	
NV
	
89123-2404

	
TC131999
	
7725 W Reno Ave
	
Oklahoma City
	
OK
	
73127-9711

	
TC132014
	
9014 Shreveport Hwy
	
Leesville
	
LA
	
71446

	
TC132022
	
3115 35th Ave
	
Greeley
	
CO
	
80634-9415

	
TC132034
	
5495 Tubman Rd
	
Appling
	
GA
	
30802-3501

	
TC132067
	
16 W Ogden Ave
	
Westmont
	
IL
	
60559-1358

	
TC132068
	
16 W Ogden Ave
	
Westmont
	
IL
	
60559-1358

	
TC132069
	
16 W Ogden Ave
	
Westmont
	
IL
	
60559-1358

	
TC132079
	
2402 Crystal Bend Dr
	
Pflugerville
	
TX
	
78660

	
TC132097
	
17285 NE 70th St
	
Redmond
	
WA
	
98052

	
TC132098
	
17285 NE 70th St
	
Redmond
	
WA
	
98052

	
TC132099
	
17285 NE 70th St
	
Redmond
	
WA
	
98052

	
TC132113
	
1934 West Garfield Boulevard
	
Chicago
	
IL
	
60609

	
TC132116
	
3930 SE 72nd Ave
	
Des Moines
	
IA
	
50320-0000

	
TC132119
	
8630 E Via De Ventura
	
Scottsdale
	
AZ
	
85258

	
TC132146
	
357 County Road 4550
	
Spurger
	
TX
	
77660

	
TC132185
	
1605 E Monroe St
	
Mt Pleasant
	
IA
	
52641-3205

	
TC132186
	
1601 Court Street 
	
Syracuse
	
NY
	
13208-1834

	
TC132187
	
325 SE CR 3070
	
Corsicana
	
TX
	
75109

	
TC132196
	
E 33rd St
	
Long Beach
	
CA
	
90755

	
TC132205
	
7850 South Rita Road
	
Tucson
	
AZ
	
85747

	
TC132207
	
1909 E 4th St
	
Long Beach
	
CA
	
90802

	
TC132237
	
5608 E Ashlan Ave
	
Fresno
	
CA
	
93727

	
TC132238
	
5608 E Ashlan Ave
	
Fresno
	
CA
	
93727

	
TC132239
	
34835 N 7th Street
	
Phoenix
	
AZ
	
85086

	
TC132240
	
34835 N 7th Street
	
Phoenix
	
AZ
	
85086

	
TC132247
	
1909 E 4th St
	
Long Beach
	
CA
	
90802

	
TC132288
	
3220 Iowa Ave
	
Vicksburg
	
MS
	
39180

	
TC132289
	
3 Civic Center Plaza
	
Mankato
	
MN
	
56001-7784

	
TC132295
	
7825 328th Ct SE
	
Fall City
	
WA
	
98024-6718

	
TC132305
	
1004 Hegeman Ave
	
Brooklyn
	
NY
	
11208

	
TC132317
	
64 Klein Ave
	
Hunter
	
NY
	
12442-0000

	
TC132318
	
64 Klein Ave
	
Hunter
	
NY
	
12442-0000

	
TC132320
	
Tax Parcel No. 163.00-3-14
	
hunter
	
NY
	
12442

	
TC132321
	
Tax Parcel No. 163.00-3-14
	
hunter
	
NY
	
12442

	
TC132327
	
210 Forest Ridge Dr
	
Elgin
	
TX
	
78621

	
TC132336
	
5220 Bataan Memorial E
	
Las Cruces
	
NM
	
88011

	
TC132337
	
5220 Bataan Memorial E
	
Las Cruces
	
NM
	
88011

	
TC132339
	
1941 State Highway 59 S
	
Bowie
	
TX
	
76230

	
TC132341
	
11810 Adel Rd
	
Houston
	
TX
	
77067-2206

	
TC132344
	
2521 NW 6th St
	
Fort Lauderdale
	
FL
	
33311

	
TC132368
	
7310 N 27th Ave
	
Phoenix
	
AZ
	
85051

	
TC132376
	
1107 W Wilson St
	
Valliant
	
OK
	
74764-8012

	
TC132377
	
128 Thatcher Hill Rd
	
Marlborough
	
NH
	
03455-2541

	
TC132378
	
1250 Presidents Place
	
Quincy
	
MA
	
02169

	
TC132379
	
68 Huguenot Rd
	
Oxford
	
MA
	
01540-2335

	
TC132384
	
13 Longley Place
	
LaGrange
	
GA
	
30240-6351

	
TC132385
	
716 Campbell St
	
Lagrange
	
GA
	
30240-6351

	
TC132386
	
26 Robertson St
	
Lagrange
	
GA
	
30240-6351

	
TC132388
	
606 S East St
	
Erie
	
KS
	
66733

	
TC132391
	
802 College Ave
	
Shelby
	
NC
	
28152

	
TC132399
	
1593 Highway 150
	
Bessemer
	
AL
	
35022

	
TC132400
	
5801 Commercial Avenue
	
Madison
	
WI
	
53718

	
TC132402
	
1743 S Nc 111 Hwy
	
Chinquapin
	
NC
	
28521

	
TC132407
	
13636 Vaughn St
	
San Fernando
	
CA
	
91340

	
TC132419
	
14071 1/2 Polk St
	
Sylmar
	
CA
	
91342-2223

	
TC132420
	
14071 1/2 Polk St
	
Sylmar
	
CA
	
91342-2223

	
TC132423
	
322 Beaver Brook Rd
	
Lyme
	
CT
	
06371-3205




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC132424
	
101 W De Renne Ave
	
Savannah
	
GA
	
31405

	
TC132428
	
40 Exchange Place
	
New York
	
NY
	
10005-2701

	
TC132429
	
40 Exchange Place
	
New York
	
NY
	
10005-2701

	
TC132432
	
2239 Hylan Blvd
	
Staten Island
	
NY
	
10306

	
TC132435
	
20 Webster Street
	
Jaffrey
	
NH
	
03452

	
TC132437
	
1720 Brierley Way
	
Sparks
	
NV
	
89434

	
TC132439
	
4815 S Harvard Ave
	
Tulsa
	
OK
	
74135

	
TC132441
	
168 Clinton Ave
	
Jersey City
	
NJ
	
07304

	
TC132449
	
65 & 69 Wheeler St
	
New Haven
	
CT
	
06512

	
TC132450
	
65 & 69 Wheeler St
	
New Haven
	
CT
	
06512

	
TC132451
	
65 & 69 Wheeler St
	
New Haven
	
CT
	
06512

	
TC132464
	
8601 4th St NW
	
Los Ranchos
	
NM
	
87114

	
TC132465
	
8601 4th St NW
	
Los Ranchos
	
NM
	
87114

	
TC132466
	
4s361River Rd
	
Naperville
	
IL
	
60563

	
TC132467
	
4s361River Rd
	
Naperville
	
IL
	
60563

	
TC132468
	
11829 South St
	
Cerritos
	
CA
	
90703

	
TC132469
	
11829 South St
	
Cerritos
	
CA
	
90703

	
TC132470
	
11829 South St
	
Cerritos
	
CA
	
90703

	
TC132471
	
Section 19, Township 5 S, Range 4 E
	
County of Wasatch
	
UT
	
84043

	
TC132473
	
Section 19, Township 5 S, Range 4 E
	
County of Wasatch
	
UT
	
84043

	
TC132474
	
Section 19, Township 5 S, Range 4 E
	
County of Wasatch
	
UT
	
84043

	
TC132475
	
7301 Germantown Ave
	
Philadelphia
	
PA
	
19119-1726

	
TC132476
	
7301 Germantown Ave
	
Philadelphia
	
PA
	
19119-1726

	
TC132479
	
335 Church Ave
	
Chula Vista
	
CA
	
91910

	
TC132482
	
1300 E Colorado St
	
Glendale
	
CA
	
91205

	
TC132485
	
9583 Brewerton Rd
	
Brewerton
	
NY
	
13029

	
TC132494
	
905 3rd St SE
	
Cedar Rapids
	
IA
	
52401-2330

	
TC132495
	
29950 439th Ave
	
Utica
	
SD
	
57067-5518

	
TC132498
	
780 State Street
	
New Haven
	
CT
	
06511

	
TC132502
	
21150 Dumetz Rd
	
Woodland Hills
	
CA
	
91364-4532

	
TC132505
	
5215 Cutler Lake Rd
	
Blue Rock
	
OH
	
43720

	
TC132510
	
127 South St
	
Oyster Bay
	
NY
	
11771

	
TC132511
	
Industrial Pkwy
	
Boston Heights
	
OH
	
44236

	
TC132513
	
Tecolote Drive, Lot #7
	
Fallbrook
	
CA
	
92026

	
TC132520
	
3636 E Main St
	
Mesa
	
AZ
	
85205

	
TC132533
	
200 Arco Pl
	
Independence
	
KS
	
67301

	
TC132534
	
200 Arco Pl
	
Independence
	
KS
	
67301

	
TC132548
	
5642 Campus Dr
	
Virginia Beach
	
VA
	
23462

	
TC132554
	
8752 N Highway 83
	
Parker
	
CO
	
80134

	
TC132555
	
3901 S Paper Birch Ln
	
Wasilla
	
AK
	
99654

	
TC132558
	
225 NW 150th St
	
Edmond
	
OK
	
73013

	
TC132566
	
2601 Searles Ave
	
Las Vegas
	
NV
	
89101

	
TC132581
	
180 W Washington St
	
Chicago
	
IL
	
60602

	
TC132596
	
45527 Highway 79
	
Aguanga
	
CA
	
92536

	
TC132599
	
1700 S Flamingo Rd
	
Davie
	
FL
	
33325

	
TC132600
	
909 Castleton Ave
	
Staten Island
	
NY
	
10310

	
TC132604
	
2900 Purchase St
	
Purchase
	
NY
	
10577

	
TC132605
	
2900 Purchase St
	
Purchase
	
NY
	
10577

	
TC132606
	
2900 Purchase St
	
Harrison
	
NY
	
10577

	
TC132635
	
25511 E Smoky Hill Rd
	
Aurora
	
CO
	
80016

	
TC132637
	
25511 E Smoky Hill Rd
	
Aurora
	
CO
	
80016

	
TC132648
	
795 Sipe Rd
	
York Haven
	
PA
	
17370-9787

	
TC132649
	
233 Baseline Rd
	
La Verne
	
CA
	
91750

	
TC132650
	
233 Baseline Rd
	
La Verne
	
CA
	
91750

	
TC132653
	
550 Pharr Rd NE
	
Atlanta
	
GA
	
30305

	
TC132654
	
550 Pharr Rd NE
	
Atlanta
	
GA
	
30305

	
TC132685
	
545X County Road 371
	
Water Valley
	
MS
	
38965

	
TC132698
	
227 N Central Ave
	
Glendale
	
CA
	
91202

	
TC132699
	
227 N Central Ave
	
Glendale
	
CA
	
91202

	
TC132712
	
2525 New Hope Rd
	
Heath Springs
	
SC
	
29058

	
TC132746
	
49 South Rd
	
Bolton
	
CT
	
06043-7415

	
TC132748
	
322 KY Hwy 392
	
Cynthiana
	
KY
	
41031

	
TC132752
	
8612 Hwy 178
	
Olive Branch
	
MS
	
38654

	
TC132753
	
1329 Gladys Ave
	
Long Beach
	
CA
	
90804

	
TC132782
	
5800 Southwest Ave
	
Sacramento
	
CA
	
95824

	
TC132783
	
5800 Southwest Ave
	
Sacramento
	
CA
	
95824

	
TC132790
	
1529 Industrial Ct
	
Arlington
	
TX
	
76011

	
TC132791
	
1529 Industrial Ct
	
Arlington
	
TX
	
76011

	
TC132793
	
1529 Industrial Ct
	
Arlington
	
TX
	
76011

	
TC132796
	
3756 Lee Road
	
Shaker Heights
	
OH
	
44120

	
TC132797
	
3756 Lee Road
	
Shaker Heights
	
OH
	
44120

	
TC132800
	
Interstate 55
	
Grenada
	
MS
	
38901

	
TC132829
	
720 Mother Gaston Blvd
	
Brooklyn
	
NY
	
11212

	
TC132830
	
720 Mother Gaston Blvd
	
Brooklyn
	
NY
	
11212




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC142863
	
6101 Monmouth Ave
	
Ventnor City
	
NJ
	
08406

	
TC142885
	
2390 W Sam Houston Pkwy N
	
Houston
	
TX
	
77043

	
TC142909
	
Boeppler Rd
	
Leavenworth
	
KS
	
66048

	
TC142912
	
3701 Chestnut St
	
Philadelphia
	
PA
	
19104-3104

	
TC142913
	
7900 S County Road 5
	
Windsor
	
CO
	
80528

	
TC142928
	
1601 S Donaghey Ave
	
Conway
	
AR
	
72034

	
TC142929
	
518 E 187th St
	
Bronx
	
NY
	
10458-6659

	
TC142930
	
518 E 187th St
	
Bronx
	
NY
	
10458-6659

	
TC142955
	
780 Vaca Valley Pkwy
	
Vacaville
	
CA
	
95688

	
TC142958
	
40614 US HWY 20-26
	
Casper
	
WY
	
82604-6305

	
TC142966
	
1000 Pine Ave
	
Long Beach
	
CA
	
90813-3201

	
TC142998
	
2512 W Lincolnway
	
Cheyenne
	
WY
	
82001

	
TC143009
	
265 Sunrise Hwy
	
Rockville Centre
	
NY
	
11570

	
TC143010
	
265 Sunrise Hwy
	
Rockville Centre
	
NY
	
11570

	
TC143014
	
300 S Red Rd
	
Shepherd
	
TX
	
77371-3724

	
TC143018
	
1213 Jackson By-Pass Rd
	
Jackson
	
NC
	
27845

	
TC143019
	
1100 NE 163rd St
	
North Miami Beach
	
FL
	
33162-4515

	
TC143027
	
1217 S 3rd Ave
	
Wausau
	
WI
	
54401

	
TC143033
	
330 Trousdale Dr
	
Chula Vista
	
CA
	
91910

	
TC143040
	
82420 215th St
	
Hayward
	
MN
	
56043-4045

	
TC143042
	
6121 Moline St
	
Houston
	
TX
	
77087

	
TC143052
	
22097 COLO HWY 6
	
KEYSTONE
	
CO
	
80435

	
TC143056
	
1970 Diablo Rd
	
Danville
	
CA
	
94506-2056

	
TC143059
	
1970 Diablo Rd
	
Danville
	
CA
	
94506-2056

	
TC143060
	
1970 Diablo Rd
	
Danville
	
CA
	
94506-2056

	
TC143061
	
1970 Diablo Rd
	
Danville
	
CA
	
94506-2056

	
TC143066
	
4310 Edenhurst Ave
	
Los Angeles
	
CA
	
90039

	
TC143070
	
51 W 84th Ave
	
Thornton
	
CO
	
80260

	
TC143072
	
51 W 84th Ave
	
Thornton
	
CO
	
80260

	
TC143073
	
51 W 84th Ave
	
Thornton
	
CO
	
80260

	
TC143074
	
150 Hidden Valley Rd
	
Livingston
	
TX
	
77351

	
TC143077
	
827 Glenside Ave
	
Wyncote
	
PA
	
19095-1221

	
TC143078
	
827 Glenside Ave
	
Wyncote
	
PA
	
19095-1221

	
TC143080
	
251 10th St
	
Hoboken
	
NJ
	
07030

	
TC143082
	
3001 Government St
	
Baton Rouge
	
LA
	
70806-5504

	
TC143102
	
1550 W 88th Ave
	
Thornton
	
CO
	
80260

	
TC143103
	
76 Community Ave
	
Plainfield
	
CT
	
06374

	
TC143130
	
1073 Main St
	
Millis
	
MA
	
02054

	
TC143137
	
1150 Golden Cir Bldg 11
	
Golden
	
CO
	
80401-3623

	
TC143145
	
911 Main St
	
Kansas City
	
MO
	
64105-2009

	
TC143148
	
6885 Southwest Freeway
	
Houston
	
TX
	
77074

	
TC143175
	
2560 San Ramon Valley Blvd
	
San Ramon
	
CA
	
94583-1604

	
TC143180
	
3333 S Brea Canyon Rd
	
Diamond Bar
	
CA
	
91765

	
TC143183
	
8639 Seneca Tpke
	
New Hartford
	
NY
	
13413-4972

	
TC143184
	
136 N Main St
	
Concord
	
NH
	
03301

	
TC143185
	
136 N Main St
	
Concord
	
NH
	
03301

	
TC143208
	
1820 Spence St
	
Baltimore
	
MD
	
21230-1355

	
TC143209
	
1510 W Mosher St
	
Baltimore
	
MD
	
21217-2175

	
TC143210
	
1510 W Mosher St
	
Baltimore
	
MD
	
21217-2175

	
TC143214
	
51 Tower Road
	
Cocolalla
	
ID
	
83813

	
TC143215
	
51 Tower Road
	
Cocolalla
	
ID
	
83813

	
TC143216
	
51 Tower Road
	
Cocolalla
	
ID
	
83813

	
TC143230
	
536 Old Orchard Trl
	
Pittsburgh
	
PA
	
15238-5100

	
TC143240
	
11093 27 Mile Rd
	
Washington
	
MI
	
48094-3903

	
TC143246
	
8300 Rex Rd
	
Pico Rivera
	
CA
	
90660-3719

	
TC143251
	
2646 Palma Dr
	
Ventura
	
CA
	
93003

	
TC143254
	
1914 Washington Ave N
	
Minneapolis
	
MN
	
55411-3427

	
TC143256
	
1900 Walker Ave
	
Monrovia
	
CA
	
91016

	
TC143262
	
5291 S Us Highway 59
	
Nacogdoches
	
TX
	
75964-8427

	
TC143263
	
233 Kersten Rd
	
Sealy
	
TX
	
77474-8569

	
TC143264
	
506 E 2nd St
	
Lancaster
	
TX
	
75146

	
TC143376
	
2535 S Kinnickinnic Ave
	
Milwaukee
	
WI
	
53207

	
TC143380
	
10 Osborne Ter
	
Newark
	
NJ
	
07108-1700

	
TC143387
	
8324 Skokie Blvd
	
Skokie
	
IL
	
60077

	
TC143390
	
3-5351 Kuhio Hwy
	
Lihue
	
HI
	
96766-9151

	
TC143398
	
100 E Ferguson St
	
Tyler
	
TX
	
75702-5759

	
TC143399
	
100 E Ferguson St
	
Tyler
	
TX
	
75702-5759

	
TC143405
	
314 Hidden Valley Dr
	
Garrison
	
TX
	
75946-8147

	
TC143414
	
123 Dry Bridge Rd
	
Charlottesville
	
VA
	
22903-7453

	
TC143415
	
123 Dry Bridge Rd
	
Charlottesville
	
VA
	
22903-7453

	
TC143416
	
123 Dry Bridge Rd
	
Charlottesville
	
VA
	
22903-7453

	
TC143605
	
26 Brighton Pl
	
Smyrna
	
DE
	
19977

	
TC143606
	
912 Baltimore Ave
	
Kansas City
	
MO
	
64105-1772

	
TC143617
	
731-733 S 13th St
	
Newark
	
NJ
	
07103-1753




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC143618
	
419 N Buchanan St
	
Lafayette
	
LA
	
70501-4349

	
TC143621
	
4100 W Fillmore St
	
Chicago
	
IL
	
60624-3907

	
TC143622
	
4100 W Fillmore St
	
Chicago
	
IL
	
60624-3907

	
TC143623
	
4100 W Fillmore St
	
Chicago
	
IL
	
60624-3907

	
TC143624
	
3025 E 3300 S Ste D
	
Salt Lake City
	
UT
	
84109

	
TC143630
	
512 Gallivan Blvd
	
Dorchester Center
	
MA
	
02124

	
TC143638
	
1130 US Highway 22
	
Lebanon
	
NJ
	
08833-4209

	
TC143639
	
1130 US Highway 22
	
Lebanon
	
NJ
	
08833-4209

	
TC143642
	
5500 Us Highway 59 N
	
Lufkin
	
TX
	
75901-0554

	
TC143643
	
119 Jones Ln
	
Garrison
	
TX
	
75946-6345

	
TC143644
	
14707 S Dixie Hwy
	
Miami
	
FL
	
33176-7948

	
TC143645
	
14707 S Dixie Hwy
	
Miami
	
FL
	
33176-7948

	
TC143646
	
14707 S Dixie Hwy
	
Miami
	
FL
	
33176-7948

	
TC143649
	
14707 S Dixie Hwy
	
Miami
	
FL
	
33176-7948

	
TC143653
	
4268 Swisher Rd
	
Denton
	
TX
	
76208-6719

	
TC143658
	
2325 S Main St
	
Los Angeles
	
CA
	
90015-3008

	
TC143661
	
52 E Arverne Ave
	
Ocean Gate
	
NJ
	
08740

	
TC143662
	
52 E Arverne Ave
	
Ocean Gate
	
NJ
	
08740

	
TC143663
	
52 E Arverne Ave
	
Ocean Gate
	
NJ
	
08740

	
TC143664
	
52 E Arverne Ave
	
Ocean Gate
	
NJ
	
08740

	
TC143676
	
4101 University Dr
	
Anchorage
	
AK
	
99508-4625

	
TC143695
	
7301 NW Tiffany Springs Rd
	
Kansas City
	
MO
	
64153-1830

	
TC143696
	
646 Germantown Pike
	
Lafayette Hill
	
PA
	
19444

	
TC143698
	
3593 Fm 2782
	
Nacogdoches
	
TX
	
75964-2505

	
TC143701
	
1041 Old Hillsboro Rd
	
Henniker
	
NH
	
03242-4010

	
TC143707
	
100 Pond Lily Ave
	
New Haven
	
CT
	
06515-1106

	
TC143708
	
100 Pond Lily Ave
	
New Haven
	
CT
	
06515-1106

	
TC143710
	
6022 Two Ford Rd
	
Roanoke
	
VA
	
24018-7672

	
TC143711
	
225 Lordship Blvd
	
Stratford
	
CT
	
06615-7119

	
TC143712
	
225 Lordship Blvd
	
Stratford
	
CT
	
06615-7119

	
TC143720
	
9421 Largo Dr W Uppr
	
Upper Marlboro
	
MD
	
20774-4758

	
TC143721
	
9421 Largo Dr W Uppr
	
Upper Marlboro
	
MD
	
20774-4758

	
TC143727
	
100 Carpenter Ave
	
Middletown
	
NY
	
10940-2154

	
TC143740
	
2454 Kennesaw Due West Rd NW
	
Kennesaw
	
GA
	
30152-3526

	
TC143764
	
3003 N University Dr
	
Sunrise
	
FL
	
33322

	
TC143765
	
3003 N University Dr
	
Sunrise
	
FL
	
33322

	
TC143787
	
696 Willoughby Ave
	
Brooklyn
	
NY
	
11206

	
TC143790
	
2182 Flatbush Ave
	
Brooklyn
	
NY
	
11234

	
TC153892
	
1424 Maxim Southard Rd
	
Howell
	
NJ
	
07731

	
TC153911
	
1200 Orange Ave
	
Corcoran
	
CA
	
93212-9609

	
TC153954
	
3008 Hyde Park Blvd
	
Los Angeles
	
CA
	
90043

	
TC153958
	
233 N New Ballas Rd.
	
Creve Coeur
	
MO
	
63146

	
TC153968
	
635 Oxford St
	
Chula Vista
	
CA
	
91911-2610

	
TC153993
	
4711 Berwyn House Rd
	
College Park
	
MD
	
20740-2480

	
TC154002
	
1700 Denison Ave
	
Cleveland 
	
OH
	
44109

	
TC154151
	
363 S Garden Way
	
Eugene
	
OR
	
97401-8042

	
TC154175
	
4370-4380 Alvarado Canyon Rd
	
San Diego
	
CA
	
92120-4301

	
TC154177
	
3200 N Military Trl
	
Boca Raton
	
FL
	
33431-6343

	
TC154180
	
8790 S Highway 97
	
Redmond
	
OR
	
97756

	
TC154201
	
7902 15th Ave
	
Brooklyn
	
NY
	
11228-2549

	
TC154207
	
Lincoln St
	
Franklin
	
MA
	
02038-1047

	
TC154220
	
2619 Preston Ave
	
Pasadena
	
TX
	
77503-3734

	
TC154222
	
5440 W Northern Ave
	
Glendale
	
AZ
	
85301-1406

	
TC154231
	
58 US 202
	
RINDGE
	
NH
	
03461

	
TC154234
	
8777 169Th St
	
Jamaica
	
NY
	
11432-4463

	
TC154241
	
960 Holmdel Rd
	
Holmdel
	
NJ
	
07733-2138

	
TC154255
	
2012 Westwood Northern Blvd
	
Cincinnati
	
OH
	
45225-1524

	
TC154265
	
1951 Ames Blvd
	
Marrero
	
LA
	
70072-4743

	
TC154267
	
1250 E Franklin Ave
	
Pomona
	
CA
	
91766-5449

	
TC154268
	
1250 E Franklin Ave
	
Pomona
	
CA
	
91766-5449

	
TC154286
	
6115 N Farm Road 141
	
Springfield
	
MO
	
65803-8487

	
TC154292
	
6280 W North Ave
	
Chicago
	
IL
	
60639-2528

	
TC154311
	
33494 Stoney Creek Ave
	
Seward
	
AK
	
99664

	
TC154312
	
33494 Stoney Creek Ave
	
Seward
	
AK
	
99664

	
TC154330
	
2828 N 59th Ave
	
Phoenix
	
AZ
	
85035

	
TC154343
	
808 14th St SW
	
Loveland
	
CO
	
80537-6331

	
TC154345
	
9450 Manor Mountain Ct
	
Moreno Valley
	
CA
	
92555

	
TC154348
	
242 N Sutter St
	
Stockton
	
CA
	
95202-2402

	
TC154349
	
242 N Sutter St
	
Stockton
	
CA
	
95202-2402

	
TC154350
	
242 N Sutter St
	
Stockton
	
CA
	
95202-2402

	
TC154371
	
7618 SW 215th St
	
Douglass
	
KS
	
67039-8274

	
TC154372
	
2001 Beach Street
	
Fort Worth
	
TX
	
76103

	
TC154382
	
346 Frog Pond Rd
	
Little Egg Harbor Twp
	
NJ
	
08087

	
TC154383
	
825 Radio Rd
	
Little Egg Harbor Twp
	
NJ
	
08087




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC154384
	
825 Radio Rd
	
Little Egg Harbor Twp
	
NJ
	
08087

	
TC154387
	
1203 N Us Highway 1
	
Ormond Beach
	
FL
	
32174

	
TC154388
	
1203 N Us Highway 1
	
Ormond Beach
	
FL
	
32174

	
TC154395
	
706 Milton Grove Rd
	
Mount Joy
	
PA
	
17552-8837

	
TC154402
	
21003 E Bradshaw Rd
	
Fairfield
	
WA
	
99012-9792

	
TC154406
	
104 Birdie Hills Rd
	
St Peters
	
MO
	
63376

	
TC154428
	
7313 Northern Blvd
	
East Syracuse
	
NY
	
13057-9736

	
TC154451
	
7576 State Route 48
	
Waynesville
	
OH
	
45068

	
TC154454
	
5450 Texas 176
	
Andrews
	
TX
	
79714

	
TC154462
	
431-433 Kennedy Blvd.
	
Bayonne
	
NJ
	
07002

	
TC154471
	
2830 N 42nd Street
	
Phoenix
	
AZ
	
85008-1432

	
TC154486
	
2840 Valentine Ave
	
Bronx
	
NY
	
10458

	
TC154493
	
140 N Virginia St
	
Reno
	
NV
	
89501-1406

	
TC154526
	
2610 Wycliffe
	
Raleigh
	
NC
	
27607

	
TC154578
	
4864 Dempster St
	
Skokie
	
IL
	
60077-2253

	
TC154610
	
4030 William Flynn Hwy
	
Allison Park
	
PA
	
15101

	
TC164683
	
935 W Wisconsin Ave
	
Milwaukee
	
WI
	
53233-2310

	
TC164686
	
28 W. Cook St.
	
Manteno
	
IL
	
60950

	
TC164691
	
Ew139 Rd
	
Holdenville
	
OK
	
74848

	
TC164710
	
2113 Grubbs Rd.
	
Sealy
	
TX
	
77474

	
TC164721
	
35162 C30 Apt Le
	
Le Mars
	
IA
	
51031-8056

	
TC164735
	
50 Morgan Street
	
Hartford
	
CT
	
06120

	
TC164737
	
1431 Lainson Ave
	
Fort Dodge
	
IA
	
50501-8739

	
TC164738
	
2020 NW Glassow Dr
	
Bend
	
OR
	
97703-5642

	
TC164739
	
12345 W 95th St
	
Lenexa
	
KS
	
66215-3853

	
TC164740
	
12345 W 95th St
	
Lenexa
	
KS
	
66215-3853

	
TC164742
	
940 N. Durfee Ave
	
South El Monte
	
CA
	
91733-4408

	
TC164750
	
101 Heitmann Dr
	
Lincoln
	
IL
	
62656

	
TC164758
	
3900 W Us Highway 95
	
Somerton
	
AZ
	
85350

	
TC164760
	
10147 West Florissant Rd
	
Dellwood
	
MO
	
63135

	
TC164776
	
40 W 4th St
	
Dayton
	
OH
	
45402-1857

	
TC164777
	
40 W 4th St
	
Dayton
	
OH
	
45402-1857

	
TC164779
	
40 W 4th St
	
Dayton
	
OH
	
45402-1857

	
TC164795
	
33425 Idyllwild Rd
	
Creswell
	
OR
	
97426-9368

	
TC164805
	
5707 South Simms Street
	
Littleton
	
CO
	
80127

	
TC164814
	
45 Eisenhower Drive
	
Paramus
	
NJ
	
07652

	
TC164815
	
45 Eisenhower Drive
	
Paramus
	
NJ
	
07652

	
TC164816
	
45 Eisenhower Drive
	
Paramus
	
NJ
	
07652

	
TC164820
	
1200 Orange Ave
	
Corcoran
	
CA
	
93212-9609

	
TC164826
	
331 Fulton St
	
Peoria
	
IL
	
61602-1486

	
TC164834
	
2337 Silveria Ct
	
Santa Clara
	
CA
	
95054-1352

	
TC164835
	
2337 Silveria Ct
	
Santa Clara
	
CA
	
95054-1352

	
TC164841
	
1710 Cypress Creek Pkwy.
	
Houston
	
TX
	
77090

	
TC164845
	
1320 Goshen Ave
	
Fort Wayne
	
IN
	
46808

	
TC164858
	
Frankfort Road and SH 190 Frontage Road
	
Dallas
	
TX
	
75287-5704

	
TC164859
	
8125 Shepherd Rd
	
Shepherd
	
MT
	
59079-3830

	
TC164863
	
839 Landon Dr
	
Bullhead City
	
AZ
	
86429

	
TC164864
	
2 Wilmington Park
	
Chadds Ford
	
PA
	
19317

	
TC164889
	
3970 Clear View Frontage Rd
	
Colorado Springs
	
CO
	
80911-1220

	
TC164899
	
951 Herriot Dr
	
Mauston
	
WI
	
53948-2013

	
TC164912
	
14 Queens Folly Rd
	
Hilton Head Island
	
SC
	
29928-5110

	
TC164913
	
14 Queens Folly Rd
	
Hilton Head Island
	
SC
	
29928-5110

	
TC164915
	
4111 S Darlington Ave
	
Tulsa
	
OK
	
74135

	
TC164916
	
4111 S Darlington Ave
	
Tulsa
	
OK
	
74135

	
TC164917
	
4111 S Darlington Ave
	
Tulsa
	
OK
	
74135

	
TC164923
	
1970 Diablo Rd
	
Danville
	
CA
	
94506-2056

	
TC164942
	
1655 Valley Rd
	
Wayne
	
NJ
	
07470-2044

	
TC164962
	
11986 Lancaster Street
	
Millersport
	
OH
	
43046

	
TC164970
	
5914 Lost Horizon Dr
	
Austin
	
TX
	
78759-6213

	
TC165005
	
20792 Bango Rd
	
Fallon
	
NV
	
89406

	
TC165024
	
250 E 1st St
	
Azusa
	
CA
	
91702

	
TC165233
	
1729 Signal Point Rd
	
Charleston
	
SC
	
29412-8028

	
TC165234
	
1728 Signal Point Road
	
Charleston
	
SC
	
29412

	
TC165244
	
251 E Schrock Rd
	
Wasilla
	
AK
	
99654

	
TC165295
	
3728 W 3980 N
	
Moore
	
ID
	
83255

	
TC165298
	
1345 Deer Mountain Ct. a/k/a 1355 Dear Mount Ct. 
	
Ketchikan
	
AK
	
99901-6707

	
TC165309
	
1771 E Palomar St
	
Chula Vista
	
CA
	
91913

	
TC165362
	
6499 W 65th St
	
Bedford Park
	
IL
	
60638-5118

	
TC165363
	
6648 S Narragansett Ave
	
Bedford Park
	
IL
	
60638-5112

	
TC165371
	
30690 Aldine Westfield Rd
	
Spring
	
TX
	
77386-3339

	
TC165380
	
15041 SE 288th St
	
Kent
	
WA
	
98042-4525

	
TC165394
	
1290 Ocean Ave
	
Brooklyn
	
NY
	
11230

	
TC165407
	
600 Central Ave
	
Great Falls
	
MT
	
59401-3179

	
TC165408
	
7847 Highway B
	
Perryville
	
MO
	
63775-5755




 



 


	
Asset Number
	
Address
	
City
	
State
	
Zip

	
TC165425
	
4225 Sioux Ln
	
McHenry
	
IL
	
60050

	
TC165426
	
4225 Sioux Ln
	
McHenry
	
IL
	
60050

	
TC165430
	
351 Riverdale Avenue
	
Brooklyn
	
NY
	
11212-4048

	
TC165431
	
319 East Idaho Street
	
Paul
	
ID
	
83347

	
TC165433
	
82 Mechanic St
	
Pawcatuck
	
CT
	
06379

	
TC165441
	
12251 N 32nd St
	
Phoenix
	
AZ
	
85032-7189

	
TC165447
	
529 Miller St sudivided out of 323 Miller Street
	
Navasota
	
TX
	
77868

	
TC165449
	
5263 Agro Dr
	
Frederick
	
MD
	
21703

	
TC165450
	
5263 Agro Dr
	
Frederick
	
MD
	
21703

	
TC165456
	
727 S Schifferdecker Ave
	
Joplin
	
MO
	
64801-3524

	
TC165462
	
Horse Creek Rd
	
Darien
	
GA
	
31305

	
TC165463
	
Horse Creek Rd
	
Darien
	
GA
	
31305

	
TC165470
	
331 Osborne Ter
	
Newark
	
NJ
	
07112-2050

	
TC165471
	
W229N1420 Westwood Dr
	
Waukesha
	
WI
	
53186-1175

	
TC165480
	
320 Lawndale St
	
Fayetteville
	
NC
	
28306-2835

	
TC165484
	
1259 N Church St
	
Moorestown
	
NJ
	
08057

	
TC165506
	
4920 Hunting Creek Church Rd
	
Hamptonville
	
NC
	
27020-7749

	
TC165528
	
8910 SE Fuller Rd
	
Happy Valley
	
OR
	
97086-3610

	
TC165530
	
8840 Warner Ave Ste 204
	
Fountain Valley
	
CA
	
92708-3233

	
TC165531
	
8840 Warner Ave Ste 204
	
Fountain Valley
	
CA
	
92708-3233

	
TC176227
	
104 S Center St
	
Goldsboro
	
NC
	
27530-4829

	
TC176255
	
6951 West Little York Rd.
	
Houston
	
TX
	
77040

	
TC176320
	
9034 County Road 144
	
Brainerd
	
MN
	
56401-1829

	
TC176353
	
29000 S Western Ave
	
Rancho Palos Verdes
	
CA
	
90275-0818

	
TC176395
	
21247 Questhaven Rd
	
San Marcos
	
CA
	
92078-3410

	
TC176413
	
201 Union Blvd
	
West Islip
	
NY
	
11795-3007

	
TC176414
	
201 Union Blvd
	
West Islip
	
NY
	
11795-3007

	
TC176417
	
317 FM- 89
	
Abilene
	
TX
	
79606-6603




 

 



 

EXHIBIT A

 

INITIAL BUDGET

 

$33,538 Operating Expense through December 31, 2018 

US-DOCS\100390964.8



 

EXHIBIT B 

 

FORM OF MANAGER REPORT

 

 





US-DOCS\100390964.8



 


									
									
	
Landmark Infrastructure Partners GP LLC -- Monthly Report

	
Today's Date (Date of Submission)
	
6/5/2018
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Beginning of Period
	
[____]
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
End of Period
	
[____]
	
 
	
 
	
 
	
 
	
 
	
 
	
 




 


	
PRINCIPAL NOTE BALANCE

	
Series 2018-1
	
 
	
BOP Balance
	
 
	
Targeted Paydown
	
 
	
Unpaid Carryforward Amort from Previous
	
 
	
Actual Paydown
	
 
	
Unpaid Amort Amt
	
 
	
EOP Balance
	
 
	
Coupon
	
 
	
Interest Due

	
Series 2018-1 Class C
	
 
	
95,530,000.00
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
95,530,000.00
	
 
	
3.970%
	
 
	
-

	
Series 2018-1 Class D
	
 
	
13,180,000.00
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
13,180,000.00
	
 
	
4.700%
	
 
	
-

	
Series 2018-1 Class F
	
 
	
16,730,000.00
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
16,730,000.00
	
 
	
5.920%
	
 
	
-

	
Total
	
 
	
125,440,000.00
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
125,440,000.00
	
 
	
4.31%
	
 
	
-

	
TOTAL
	
 
	
125,440,000.00
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
-
	
 
	
125,440,000.00
	
 
	
4.31%
	
 
	
-




 


	
ACCOUNT BALANCES

	
 
	
 
	
 
	
Beginning Period
	
End Period
	
 
	
 
	
 
	
 

	
Collection Account
	
-
	
-
	
 
	
 
	
 
	
 

	
Impositions and Reserve Account
	
-
	
-
	
 
	
 
	
 
	
 

	
Advance Rents Reserve Account
	
783,378.00
	
783,378.00
	
 
	
 
	
 
	
 

	
Site Acquisition Account (if any)
	
-
	
-
	
 
	
 
	
 
	
 

	
Yield Maintenance Reserve Account (if any)
	
-
	
-
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
ANNUALIZED NET CASH FLOW

	
 
	
 
	
 
	
Current Period
	
 
	
 
	
 
	
 
	
 

	
Scheduled NTM Rent (based on the minimum Rent payable by Tenants during such 12 month period)
	
-
	
 
	
 
	
 
	
 
	
 

	
Average Contingent Rent paid by Tenants during past 12 months
	
-
	
 
	
 
	
 
	
 
	
 

	
Annualized Revenue
	
-
	
 
	
 
	
 
	
 
	
 

	
Annualized Net Cash Flow (=98.25% x Annualized Revenue)
	
-
	
 
	
 
	
 
	
 
	
 




 



 

 


	
DSCR

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
DSCR = (a) over (b)
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
(a)
	
Annualized Net Cash Flow
	
-
	
 
	
 
	
 
	
 
	
 

	
 
	
Less: 12 months Monthly Amortization Amounts
	
$0
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
(b)
	
Sum of the following:
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Next 12 months interest
	
-
	
 
	
 
	
 
	
 
	
 

	
 
	
Per Annum Indenture Trustee Fee
	
-
	
 
	
 
	
 
	
 
	
 

	
 
	
Per Annum Servicer Fee
	
-
	
 
	
 
	
 
	
 
	
 

	
 
	
Less: Annualized Yield Maintenance Amount (if applicable)
	
-
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
TRIGGERS

	
 
	
 
	
 
	
 
	
Requirement
	
Actual
	
Result
	
 
	
 

	
Cash Trap Condition
	
 
	
DSCR
	
1.30x
	
0.00x
	
PASS/FAIL
	
 
	
 

	
Amortization Period
	
 
	
DSCR
	
1.15x
	
0.00x
	
PASS/FAIL
	
 
	
 

	
Manager Replacement
	
 
	
DSCR
	
1.10x
	
0.00x
	
PASS/FAIL
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
TENANT QUALITY TESTS

	
 
	
 
	
Requirement
	
Actual
	
Result
	
 
	
 
	
 

	
% of Annualized Revenue for all Tenant Site Assets that have an Investment Grade Rating
	
40%
	
-
	
PASS/FAIL
	
 
	
 
	
 

	
% of Annualized Net Cash Flow represented by Mortgaged Tenant Site Assets
	
95%
	
-
	
PASS/FAIL
	
 
	
 
	
 




 

 

 



 

EXHIBIT C

 

FORM OF MANAGER EXTENSION LETTER 

 

 

US-DOCS\100390964.8



 

LMRK ISSUER CO III LLC

2141 Rosecrans Avenue, Suite 2100  

El Segundo, CA 90245 

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC 

2141 Rosecrans Avenue, Suite 2100 El Segundo, CA 90245 

 

[ __ ], 2018 

 

Re: Extension of Management Agreement, dated as of June 6, 2018, by and among the LMRK Issuer Co III LLC (the “Issuer”), the Asset Entities from time to time party thereto and Landmark Infrastructure Partners GP LLC, as manager (the “Manager”) 

 

Dear [ __ ]: 

 

Reference is made to the Management Agreement, dated as of June 6, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Management Agreement”), by and among the LMRK Issuer Co III LLC (the “Issuer”), the Asset Entities from time to time party thereto and Landmark Infrastructure Partners GP LLC, as manager (the “Manager”). Capitalized terms not defined herein shall have the meanings set forth in the Management Agreement. 

 

Pursuant to Section 22(a) of the Management Agreement, the initial Term of the Management Agreement was scheduled to expire at 5:00 P.M. (New York time) on [ __ ] (the “Initial Expiration Date”), which Term may be extended from time to time at the option of the Issuer, for successive one (1) month periods by written notice by the Issuer to that effect to the Manager on or prior to the then-current Expiration Date (an “Extension Notice”). 

Pursuant to Section 22(a) of the Management Agreement, the Issuer hereby notifies you that the Issuer has elected to extend the term of the Management for an additional one (1) month period (so that the Expiration Date is the last day of the calendar month following the date of the Initial Expiration Date). The new Expiration Date will be [ __ ]. 

 

[Remainder of Page Intentionally Blank; Signature Page Follows] 

 

 



 

 


	
 
	
Very truly yours,

	
 
	
 

	
 
	
LMRK ISSUER CO III LLC




 


	
 
	
By:
	
 
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 
	
 




Copies to: 

 

Wilmington Trust, National Association 

1100 N. Market Street Wilmington, DE 19890 

clmajor@wilmingtontrust.com 

 

Midland Loan Services, a divison of PNC Bank, National Association  

10851 Mastin Street, Suite 300 

Overland Park, KS 66210 USA 

Brandy.Toepfer@midlandls.com 

 

[Signature Page to Extension Notice]