Exhibit 10.1

 

Execution Version

 

	
 
    


 

MANAGEMENT AGREEMENT

 

among

 

LMRK ISSUER CO. LLC,

 

LD ACQUISITION COMPANY 8 LLC,

 

LD ACQUISITION COMPANY 9 LLC

 

and

 

LD ACQUISITION COMPANY 10 LLC

 

and

 

LANDMARK INFRASTRUCTURE PARTNERS GP LLC,

 

as Manager

 

Dated as of June 16, 2016

 

	
 
    


 











 

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
    	
 
    	
13
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 20.
    	
Permitted Activities; Limitation on Indebtedness
    	
 
    	
14
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 21.
    	
Removal or Substitution of Tenant Site Assets;   Additional Asset Entities
    	
 
    	
15
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 22.
    	
Term of Agreement
    	
 
    	
16
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 23.
    	
Duties Upon Termination
    	
 
    	
17
    




 

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SECTION 24.
    	
[Reserved]
    	
 
    	
18
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 25.
    	
Indemnities
    	
 
    	
18
    
	
 
    	
 
    	
 
    	
 
    
	
SECTION 26.
    	
Miscellaneous
    	
 
    	
19
    




 

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LIST OF SCHEDULES AND EXHIBITS

 

Schedule I – List of Tenant Site Assets

 

Exhibit A – Initial Budget

 

Exhibit B – Form of Manager Report

 

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MANAGEMENT AGREEMENT

 

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of June 16, 2016 (the “Effective Date”) by and among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LDAC 8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LDAC 9”) and LD Acquisition Company 10 LLC, a Delaware limited liability company (“LDAC 10” and, together with LDAC 8 and LDAC 9, the “Original Asset Entities” 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 Deutsche Bank Trust Company Americas, 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, 2016, as such date may be extended from time to time pursuant to Section 22(a).

 

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

 

“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 Deutsche Bank Trust Company Americas, 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 Entities” 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).

 

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

 

“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; references to a Person are also to its permitted successors and assigns; and

 

(viii)                        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:

 

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(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 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 receipt, 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 at the direction of the Manager to the applicable party entitled thereto) to the Collection Account.

 

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(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 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

 

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appropriate  filings with federal, state and local authorities under corporate and other applicable statutes; and

 

(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 June, 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

 

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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 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

 

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such powers of attorney (or other similar authorizations) as the Manager may reasonably request to enable it to carry out the Services hereunder.

 

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 Asset Entity 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 receipt 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 May 1, 2016 through the

 

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end of calendar year 2016, copies of which are attached as Exhibit A.  On or before December 15 of each year, commencing in 2017, 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 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

 

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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 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 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

 

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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 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 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, 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.

 

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.

 

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(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 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

 

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assets (including the ownership, operation, maintenance, leasing or marketing of wireless 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 wireless 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 wireless 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 wireless 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 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) 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 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.

 

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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, 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.

 

(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 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

 

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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, by providing written notice of such appointment to the Backup Manager, as the replacement Manager if the Backup Manager is then able 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, 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 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 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

 

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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 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.

 

(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

 

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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 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. LLC
 2141 Rosecrans Avenue, Suite 2100
 El Segundo, CA 90245

Attention: George Doyle

 

With copies to:

 

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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 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

 

20











 

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 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 

 

21











 

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.

 

(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 

 

22











 

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.

 

(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.

 

[SIGNATURE PAGES FOLLOW]

 

23












 

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 Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Issuer   and Obligor:
    	
 
    
	
 
    	
 
    
	
 
    	
LMRK   ISSUER CO. LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/   s / George P. Doyle
    
	
 
    	
 
    	
Name:   George P. Doyle
    
	
 
    	
 
    	
Title:   Authorized Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Original   Asset Entities and Obligors:
    	
 
    
	
 
    	
 
    
	
 
    	
LD   ACQUISITION COMPANY 8 LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/   s / George P. Doyle
    
	
 
    	
 
    	
Name:   George P. Doyle
    
	
 
    	
 
    	
Title:   Authorized Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
LD   ACQUISITION COMPANY 9 LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/   s / George P. Doyle
    
	
 
    	
 
    	
Name:   George P. Doyle
    
	
 
    	
 
    	
Title:   Authorized Officer
    


 

[Signature Page to Management Agreement]

 











 

	
 
    	
LD   ACQUISITION COMPANY 10 LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/   s / George P. Doyle
    
	
 
    	
 
    	
Name:   George P. Doyle
    
	
 
    	
 
    	
Title:   Authorized Officer
    


 

[Signature Page to Management Agreement]

 











 

SCHEDULE I

 

TENANT SITE ASSETS

 











 

	
LD Asset ID
    	
 
    	
State
    	
 
    	
Zip
    
	
TC132486
    	
 
    	
CT
    	
 
    	
06489
    
	
TC120932
    	
 
    	
NY
    	
 
    	
11949
    
	
TC120931
    	
 
    	
NY
    	
 
    	
11949
    
	
TC120930
    	
 
    	
NY
    	
 
    	
11949
    
	
TC120933
    	
 
    	
NY
    	
 
    	
11949
    
	
TC110531
    	
 
    	
NY
    	
 
    	
11747
    
	
TC110530
    	
 
    	
NY
    	
 
    	
11747
    
	
TC121697
    	
 
    	
CA
    	
 
    	
90016
    
	
TC120822
    	
 
    	
IL
    	
 
    	
61068
    
	
TC110426
    	
 
    	
NJ
    	
 
    	
07701
    
	
TC110497
    	
 
    	
MA
    	
 
    	
01906
    
	
TC110496
    	
 
    	
MA
    	
 
    	
01906
    
	
TC110560
    	
 
    	
CT
    	
 
    	
06108
    
	
TC120925
    	
 
    	
NM
    	
 
    	
87505
    
	
TC121077
    	
 
    	
CA
    	
 
    	
93550
    
	
TC121079
    	
 
    	
CA
    	
 
    	
93550
    
	
TC121076
    	
 
    	
CA
    	
 
    	
93550
    
	
TC120942
    	
 
    	
NY
    	
 
    	
11419
    
	
TC120924
    	
 
    	
NY
    	
 
    	
12983
    
	
TC121755
    	
 
    	
PA
    	
 
    	
19149
    
	
TC121734
    	
 
    	
NY
    	
 
    	
10456
    
	
TC121863
    	
 
    	
CT
    	
 
    	
06755
    
	
TC121811
    	
 
    	
NY
    	
 
    	
10468
    
	
TC131989
    	
 
    	
NY
    	
 
    	
11356
    
	
TC132216
    	
 
    	
MA
    	
 
    	
02038
    
	
TC132223
    	
 
    	
DC
    	
 
    	
20032
    
	
TC132282
    	
 
    	
NJ
    	
 
    	
08046
    
	
TC142859
    	
 
    	
NJ
    	
 
    	
07105
    
	
TC153870
    	
 
    	
NY
    	
 
    	
10004
    
	
TC154079
    	
 
    	
FL
    	
 
    	
33161
    
	
TC154140
    	
 
    	
NY
    	
 
    	
11225
    
	
TC154126
    	
 
    	
NY
    	
 
    	
11225
    
	
TC154147
    	
 
    	
NY
    	
 
    	
11213
    
	
TC154144
    	
 
    	
NY
    	
 
    	
10977
    
	
TC154130
    	
 
    	
NY
    	
 
    	
11226
    
	
TC154132
    	
 
    	
NY
    	
 
    	
11203
    
	
TC110470
    	
 
    	
CA
    	
 
    	
90001
    
	
TC121067
    	
 
    	
NJ
    	
 
    	
07416
    
	
TC121066
    	
 
    	
NJ
    	
 
    	
07416
    
	
TC132053
    	
 
    	
MS
    	
 
    	
39629
    
	
TC153871
    	
 
    	
NY
    	
 
    	
10001
    
	
TC100081
    	
 
    	
NJ
    	
 
    	
07514
    
	
TC110311
    	
 
    	
IL
    	
 
    	
60637
    
	
TC110450
    	
 
    	
TX
    	
 
    	
76016
    
	
TC120660
    	
 
    	
FL
    	
 
    	
33436
    


 











 

	
TC110489
    	
 
    	
NY
    	
 
    	
11004
    
	
TC120817
    	
 
    	
IL
    	
 
    	
60099
    
	
TC120818
    	
 
    	
IL
    	
 
    	
60099
    
	
TC120988
    	
 
    	
NJ
    	
 
    	
08701
    
	
TC120989
    	
 
    	
NJ
    	
 
    	
08701
    
	
TC120993
    	
 
    	
MI
    	
 
    	
48867
    
	
TC121034
    	
 
    	
MI
    	
 
    	
48867
    
	
TC110234
    	
 
    	
NV
    	
 
    	
89146
    
	
TC121718
    	
 
    	
AL
    	
 
    	
36877
    
	
TC121750
    	
 
    	
IL
    	
 
    	
60630
    
	
TC121751
    	
 
    	
IL
    	
 
    	
60630
    
	
TC121735
    	
 
    	
NY
    	
 
    	
10030
    
	
TC121745
    	
 
    	
KS
    	
 
    	
66062
    
	
TC121747
    	
 
    	
KS
    	
 
    	
66062
    
	
TC121746
    	
 
    	
KS
    	
 
    	
66062
    
	
TC121797
    	
 
    	
NY
    	
 
    	
13601
    
	
TC121875
    	
 
    	
NC
    	
 
    	
27944
    
	
TC121785
    	
 
    	
NH
    	
 
    	
03812
    
	
TC121858
    	
 
    	
LA
    	
 
    	
70115
    
	
TC132052
    	
 
    	
IL
    	
 
    	
60633
    
	
TC132061
    	
 
    	
TX
    	
 
    	
76009
    
	
TC121817
    	
 
    	
CA
    	
 
    	
95823
    
	
TC121819
    	
 
    	
CA
    	
 
    	
95823
    
	
TC132175
    	
 
    	
NC
    	
 
    	
28320
    
	
TC132164
    	
 
    	
CA
    	
 
    	
92365
    
	
TC110139
    	
 
    	
MA
    	
 
    	
01852
    
	
TC143397
    	
 
    	
MI
    	
 
    	
49668
    
	
TC143677
    	
 
    	
PA
    	
 
    	
19147
    
	
TC143800
    	
 
    	
WI
    	
 
    	
53029
    
	
TC143799
    	
 
    	
WI
    	
 
    	
53029
    
	
TC143702
    	
 
    	
CA
    	
 
    	
94566
    
	
TC154034
    	
 
    	
OH
    	
 
    	
44706
    
	
TC153869
    	
 
    	
FL
    	
 
    	
33020
    
	
TC120647
    	
 
    	
PA
    	
 
    	
17104
    
	
TC121800
    	
 
    	
AR
    	
 
    	
72433
    
	
TC132249
    	
 
    	
CA
    	
 
    	
91780
    
	
TC132250
    	
 
    	
CA
    	
 
    	
91780
    
	
TC110349
    	
 
    	
NJ
    	
 
    	
08873
    
	
TC110348
    	
 
    	
NJ
    	
 
    	
08873
    
	
TC110481
    	
 
    	
IL
    	
 
    	
60148
    
	
TC121025
    	
 
    	
NY
    	
 
    	
10464
    
	
TC120694
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120689
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120678
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120687
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120691
    	
 
    	
NV
    	
 
    	
89316
    
	
TC120682
    	
 
    	
NV
    	
 
    	
00000
    


 











 

	
TC120681
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120690
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120680
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120692
    	
 
    	
NV
    	
 
    	
00000
    
	
TC120747
    	
 
    	
NJ
    	
 
    	
07306
    
	
TC120736
    	
 
    	
NJ
    	
 
    	
07206
    
	
TC120898
    	
 
    	
VT
    	
 
    	
05751
    
	
TC120896
    	
 
    	
VT
    	
 
    	
05751
    
	
TC120940
    	
 
    	
CA
    	
 
    	
91324
    
	
TC120939
    	
 
    	
CA
    	
 
    	
91324
    
	
TC120941
    	
 
    	
CA
    	
 
    	
91324
    
	
TC120894
    	
 
    	
NJ
    	
 
    	
07114
    
	
TC120893
    	
 
    	
NJ
    	
 
    	
07114
    
	
TC120892
    	
 
    	
NJ
    	
 
    	
07114
    
	
TC120967
    	
 
    	
NJ
    	
 
    	
07104
    
	
TC120952
    	
 
    	
MN
    	
 
    	
55128
    
	
TC120951
    	
 
    	
MN
    	
 
    	
55128
    
	
TC120944
    	
 
    	
OR
    	
 
    	
97702
    
	
TC120946
    	
 
    	
OR
    	
 
    	
97702
    
	
TC120970
    	
 
    	
PA
    	
 
    	
18640
    
	
TC121096
    	
 
    	
AZ
    	
 
    	
85016
    
	
TC121036
    	
 
    	
NV
    	
 
    	
89014
    
	
TC121687
    	
 
    	
NJ
    	
 
    	
07011
    
	
TC121102
    	
 
    	
WI
    	
 
    	
54301
    
	
TC121690
    	
 
    	
CO
    	
 
    	
80122
    
	
TC121689
    	
 
    	
NJ
    	
 
    	
07050
    
	
TC121768
    	
 
    	
TX
    	
 
    	
78201
    
	
TC121767
    	
 
    	
TX
    	
 
    	
78201
    
	
TC120785
    	
 
    	
FL
    	
 
    	
33129
    
	
TC120784
    	
 
    	
FL
    	
 
    	
33129
    
	
TC121688
    	
 
    	
NJ
    	
 
    	
07070
    
	
TC121876
    	
 
    	
NC
    	
 
    	
27944
    
	
TC131908
    	
 
    	
SD
    	
 
    	
57472
    
	
TC121824
    	
 
    	
CO
    	
 
    	
81073
    
	
TC131938
    	
 
    	
NV
    	
 
    	
89436
    
	
TC131939
    	
 
    	
NV
    	
 
    	
89436
    
	
TC131980
    	
 
    	
CA
    	
 
    	
92596
    
	
TC131978
    	
 
    	
CA
    	
 
    	
92596
    
	
TC131979
    	
 
    	
CA
    	
 
    	
92596
    
	
TC131975
    	
 
    	
TX
    	
 
    	
77591
    
	
TC132016
    	
 
    	
CA
    	
 
    	
95202
    
	
TC132018
    	
 
    	
CA
    	
 
    	
95202
    
	
TC132017
    	
 
    	
CA
    	
 
    	
95202
    
	
TC132176
    	
 
    	
CA
    	
 
    	
95678
    
	
TC132136
    	
 
    	
SD
    	
 
    	
57104
    
	
TC132306
    	
 
    	
NY
    	
 
    	
11559
    
	
TC132308
    	
 
    	
NY
    	
 
    	
11559
    


 











 

	
TC132307
    	
 
    	
NY
    	
 
    	
11559
    
	
TC132309
    	
 
    	
NY
    	
 
    	
11559
    
	
TC132417
    	
 
    	
NY
    	
 
    	
11042
    
	
TC132415
    	
 
    	
NY
    	
 
    	
11042
    
	
TC132387
    	
 
    	
IA
    	
 
    	
51103
    
	
TC132372
    	
 
    	
CA
    	
 
    	
91737
    
	
TC132338
    	
 
    	
PA
    	
 
    	
19122
    
	
TC132821
    	
 
    	
UT
    	
 
    	
84604
    
	
TC142935
    	
 
    	
CA
    	
 
    	
90731
    
	
TC142936
    	
 
    	
CA
    	
 
    	
90731
    
	
TC132687
    	
 
    	
NJ
    	
 
    	
07002
    
	
TC143110
    	
 
    	
NY
    	
 
    	
11226
    
	
TC143109
    	
 
    	
NY
    	
 
    	
11212
    
	
TC131968
    	
 
    	
FL
    	
 
    	
33169
    
	
TC154288
    	
 
    	
NJ
    	
 
    	
07103
    
	
TC154287
    	
 
    	
NJ
    	
 
    	
07103
    
	
TC143089
    	
 
    	
AZ
    	
 
    	
85268
    
	
TC143017
    	
 
    	
GA
    	
 
    	
30103
    
	
TC132750
    	
 
    	
NJ
    	
 
    	
7108
    
	
TC143683
    	
 
    	
CA
    	
 
    	
95821
    
	
TC153835
    	
 
    	
MI
    	
 
    	
48634
    
	
TC153886
    	
 
    	
MI
    	
 
    	
49085
    
	
TC153864
    	
 
    	
OH
    	
 
    	
44137
    
	
TC153933
    	
 
    	
FL
    	
 
    	
32220
    
	
TC143196
    	
 
    	
CA
    	
 
    	
91402
    
	
TC154063
    	
 
    	
FL
    	
 
    	
32724
    
	
TC154006
    	
 
    	
FL
    	
 
    	
33162
    
	
TC154005
    	
 
    	
FL
    	
 
    	
33162
    
	
TC154115
    	
 
    	
TX
    	
 
    	
75206
    
	
TC154160
    	
 
    	
MI
    	
 
    	
49835
    
	
TC154106
    	
 
    	
MO
    	
 
    	
63119
    
	
TC154093
    	
 
    	
AL
    	
 
    	
36604
    
	
TC154165
    	
 
    	
MD
    	
 
    	
20832
    
	
TC154202
    	
 
    	
NH
    	
 
    	
03109
    
	
TC131976
    	
 
    	
IL
    	
 
    	
60085
    
	
TC132015
    	
 
    	
SD
    	
 
    	
57748
    
	
TC120630
    	
 
    	
CA
    	
 
    	
92405
    
	
TC120631
    	
 
    	
CA
    	
 
    	
92405
    
	
TC110237
    	
 
    	
CO
    	
 
    	
80102
    
	
TC143786
    	
 
    	
SD
    	
 
    	
57103
    
	
TC131936
    	
 
    	
NJ
    	
 
    	
07018
    
	
TC110413
    	
 
    	
NJ
    	
 
    	
07840
    
	
TC110440
    	
 
    	
OR
    	
 
    	
97301
    
	
TC110504
    	
 
    	
CA
    	
 
    	
90505
    
	
TC110505
    	
 
    	
CA
    	
 
    	
90505
    
	
TC110586
    	
 
    	
CA
    	
 
    	
90755
    
	
TC121075
    	
 
    	
AK
    	
 
    	
99623
    


 











 

	
TC121722
    	
 
    	
IL
    	
 
    	
61604
    
	
TC121792
    	
 
    	
IL
    	
 
    	
60090
    
	
TC121793
    	
 
    	
IL
    	
 
    	
60090
    
	
TC121794
    	
 
    	
IL
    	
 
    	
60090
    
	
TC131990
    	
 
    	
NJ
    	
 
    	
07087
    
	
TC132340
    	
 
    	
GA
    	
 
    	
31305
    
	
TC132084
    	
 
    	
OK
    	
 
    	
73030
    
	
TC132173
    	
 
    	
NJ
    	
 
    	
07304
    
	
TC132443
    	
 
    	
NJ
    	
 
    	
07305
    
	
TC132445
    	
 
    	
NJ
    	
 
    	
07093
    
	
TC132330
    	
 
    	
TX
    	
 
    	
77384
    
	
TC132331
    	
 
    	
TX
    	
 
    	
77384
    
	
TC132500
    	
 
    	
AZ
    	
 
    	
85711
    
	
TC132499
    	
 
    	
AZ
    	
 
    	
85711
    
	
TC142927
    	
 
    	
AR
    	
 
    	
72034
    
	
TC142926
    	
 
    	
AR
    	
 
    	
72034
    
	
TC110228
    	
 
    	
KS
    	
 
    	
67202
    
	
TC110448
    	
 
    	
NV
    	
 
    	
89002
    
	
TC110412
    	
 
    	
AZ
    	
 
    	
85711
    
	
TC120957
    	
 
    	
AZ
    	
 
    	
85383
    
	
TC120958
    	
 
    	
AZ
    	
 
    	
85383
    
	
TC110597
    	
 
    	
MA
    	
 
    	
01760
    
	
TC110598
    	
 
    	
MA
    	
 
    	
01760
    
	
TC110596
    	
 
    	
MA
    	
 
    	
01760
    
	
TC110600
    	
 
    	
MA
    	
 
    	
01760
    
	
TC121709
    	
 
    	
TN
    	
 
    	
37872
    
	
TC132066
    	
 
    	
FL
    	
 
    	
33401
    
	
TC132072
    	
 
    	
IA
    	
 
    	
52254
    
	
TC132090
    	
 
    	
TX
    	
 
    	
78209
    
	
TC132109
    	
 
    	
SD
    	
 
    	
57063
    
	
TC132123
    	
 
    	
CA
    	
 
    	
93455
    
	
TC132125
    	
 
    	
CA
    	
 
    	
93455
    
	
TC132087
    	
 
    	
PA
    	
 
    	
16870
    
	
TC132182
    	
 
    	
MO
    	
 
    	
63383
    
	
TC132166
    	
 
    	
UT
    	
 
    	
84032
    
	
TC132041
    	
 
    	
MN
    	
 
    	
55305
    
	
TC132227
    	
 
    	
MO
    	
 
    	
65401
    
	
TC110526
    	
 
    	
CA
    	
 
    	
92311
    
	
TC132178
    	
 
    	
NJ
    	
 
    	
07503
    
	
TC132179
    	
 
    	
NJ
    	
 
    	
07503
    
	
TC132168
    	
 
    	
OR
    	
 
    	
97140
    
	
TC132167
    	
 
    	
OR
    	
 
    	
97140
    
	
TC132163
    	
 
    	
KS
    	
 
    	
66748
    
	
TC132086
    	
 
    	
LA
    	
 
    	
70601
    
	
TC132210
    	
 
    	
MA
    	
 
    	
01118
    
	
TC132212
    	
 
    	
MA
    	
 
    	
01118
    
	
TC132213
    	
 
    	
MA
    	
 
    	
01118
    


 











 

	
TC132211
    	
 
    	
MA
    	
 
    	
01118
    
	
TC132284
    	
 
    	
SD
    	
 
    	
57601
    
	
TC132244
    	
 
    	
TX
    	
 
    	
78606
    
	
TC121004
    	
 
    	
OH
    	
 
    	
45373
    
	
TC132138
    	
 
    	
LA
    	
 
    	
71001
    
	
TC132366
    	
 
    	
MI
    	
 
    	
49955
    
	
TC132115
    	
 
    	
MI
    	
 
    	
48204
    
	
TC132221
    	
 
    	
MI
    	
 
    	
48044
    
	
TC132219
    	
 
    	
MI
    	
 
    	
48044
    
	
TC132352
    	
 
    	
CA
    	
 
    	
91789
    
	
TC132283
    	
 
    	
FL
    	
 
    	
34237
    
	
TC132285
    	
 
    	
IL
    	
 
    	
60459
    
	
TC132286
    	
 
    	
IL
    	
 
    	
60459
    
	
TC132204
    	
 
    	
WI
    	
 
    	
54130
    
	
TC132303
    	
 
    	
LA
    	
 
    	
70578
    
	
TC132312
    	
 
    	
NY
    	
 
    	
10468
    
	
TC132326
    	
 
    	
NY
    	
 
    	
10467
    
	
TC132347
    	
 
    	
MA
    	
 
    	
02135
    
	
TC132206
    	
 
    	
IL
    	
 
    	
60643
    
	
TC132248
    	
 
    	
CA
    	
 
    	
94559
    
	
TC132242
    	
 
    	
MS
    	
 
    	
38655
    
	
TC132245
    	
 
    	
TX
    	
 
    	
78582
    
	
TC132165
    	
 
    	
TX
    	
 
    	
76108
    
	
TC132351
    	
 
    	
MO
    	
 
    	
63136
    
	
TC132246
    	
 
    	
AR
    	
 
    	
72422
    
	
TC132302
    	
 
    	
AR
    	
 
    	
72032
    
	
TC132194
    	
 
    	
NY
    	
 
    	
11203
    
	
TC132507
    	
 
    	
AZ
    	
 
    	
85048
    
	
TC132541
    	
 
    	
KS
    	
 
    	
66061
    
	
TC132355
    	
 
    	
TX
    	
 
    	
77071
    
	
TC132489
    	
 
    	
MO
    	
 
    	
65233
    
	
TC132702
    	
 
    	
MA
    	
 
    	
02121
    
	
TC132766
    	
 
    	
ID
    	
 
    	
83350
    
	
TC132760
    	
 
    	
NM
    	
 
    	
88044
    
	
TC132609
    	
 
    	
NY
    	
 
    	
10452
    
	
TC132610
    	
 
    	
NY
    	
 
    	
10452
    
	
TC132777
    	
 
    	
MS
    	
 
    	
38614
    
	
TC132556
    	
 
    	
KS
    	
 
    	
66850
    
	
TC132823
    	
 
    	
VA
    	
 
    	
24529
    
	
TC142872
    	
 
    	
OK
    	
 
    	
74363
    
	
TC142975
    	
 
    	
FL
    	
 
    	
33327
    
	
TC143083
    	
 
    	
NJ
    	
 
    	
07054
    
	
TC143084
    	
 
    	
NJ
    	
 
    	
07054
    
	
TC142856
    	
 
    	
CA
    	
 
    	
92270
    
	
TC142959
    	
 
    	
TX
    	
 
    	
77327
    
	
TC121842
    	
 
    	
IL
    	
 
    	
60631
    
	
TC121843
    	
 
    	
IL
    	
 
    	
60631
    


 











 

	
TC143003
    	
 
    	
IL
    	
 
    	
62544
    
	
TC142911
    	
 
    	
KS
    	
 
    	
67301
    
	
TC143008
    	
 
    	
NJ
    	
 
    	
07107
    
	
TC132824
    	
 
    	
WA
    	
 
    	
98409
    
	
TC142985
    	
 
    	
OK
    	
 
    	
74133
    
	
TC132803
    	
 
    	
CA
    	
 
    	
95046
    
	
TC143115
    	
 
    	
CA
    	
 
    	
95407
    
	
TC143116
    	
 
    	
CA
    	
 
    	
95407
    
	
TC143043
    	
 
    	
MO
    	
 
    	
63011
    
	
TC143187
    	
 
    	
UT
    	
 
    	
84746
    
	
TC143232
    	
 
    	
OH
    	
 
    	
45324
    
	
TC143136
    	
 
    	
MS
    	
 
    	
39654
    
	
TC143024
    	
 
    	
TX
    	
 
    	
79414
    
	
TC143036
    	
 
    	
PA
    	
 
    	
17111
    
	
TC143261
    	
 
    	
NJ
    	
 
    	
7093
    
	
TC143637
    	
 
    	
UT
    	
 
    	
84020
    
	
TC143791
    	
 
    	
NJ
    	
 
    	
8611
    
	
TC143732
    	
 
    	
OH
    	
 
    	
43206
    
	
TC143803
    	
 
    	
NY
    	
 
    	
10280
    
	
TC143675
    	
 
    	
WA
    	
 
    	
99349
    
	
TC143669
    	
 
    	
TN
    	
 
    	
38501
    
	
TC143386
    	
 
    	
FL
    	
 
    	
32817
    
	
TC143742
    	
 
    	
WA
    	
 
    	
98611
    
	
TC143717
    	
 
    	
CA
    	
 
    	
92507
    
	
TC143722
    	
 
    	
NM
    	
 
    	
87114
    
	
TC153843
    	
 
    	
NY
    	
 
    	
11210
    
	
TC153872
    	
 
    	
CO
    	
 
    	
81064
    
	
TC143760
    	
 
    	
VA
    	
 
    	
22192
    
	
TC143774
    	
 
    	
IL
    	
 
    	
61603
    
	
TC143773
    	
 
    	
IL
    	
 
    	
61603
    
	
TC143671
    	
 
    	
CO
    	
 
    	
80535
    
	
TC143672
    	
 
    	
CO
    	
 
    	
80535
    
	
TC143670
    	
 
    	
CO
    	
 
    	
80535
    
	
TC143796
    	
 
    	
TX
    	
 
    	
77359
    
	
TC143706
    	
 
    	
CA
    	
 
    	
94530
    
	
TC143793
    	
 
    	
TX
    	
 
    	
77535
    
	
TC153818
    	
 
    	
TX
    	
 
    	
77414
    
	
TC143635
    	
 
    	
WI
    	
 
    	
53225
    
	
TC143784
    	
 
    	
PA
    	
 
    	
18458
    
	
TC143776
    	
 
    	
WI
    	
 
    	
53211
    
	
TC153907
    	
 
    	
TN
    	
 
    	
37820
    
	
TC153887
    	
 
    	
TX
    	
 
    	
77041
    
	
TC153855
    	
 
    	
TX
    	
 
    	
77026
    
	
TC153816
    	
 
    	
NE
    	
 
    	
68137
    
	
TC153943
    	
 
    	
NY
    	
 
    	
11717
    
	
TC153881
    	
 
    	
IL
    	
 
    	
61486
    
	
TC153891
    	
 
    	
NY
    	
 
    	
11236
    


 











 

	
TC153889
    	
 
    	
NY
    	
 
    	
11236
    
	
TC153890
    	
 
    	
NY
    	
 
    	
11236
    
	
TC153867
    	
 
    	
WA
    	
 
    	
98532
    
	
TC153866
    	
 
    	
WA
    	
 
    	
98532
    
	
TC143259
    	
 
    	
NY
    	
 
    	
14847
    
	
TC153967
    	
 
    	
UT
    	
 
    	
84770
    
	
TC153923
    	
 
    	
NJ
    	
 
    	
07650
    
	
TC153925
    	
 
    	
NJ
    	
 
    	
07650
    
	
TC153924
    	
 
    	
NJ
    	
 
    	
07650
    
	
TC153922
    	
 
    	
NY
    	
 
    	
10466
    
	
TC153930
    	
 
    	
TX
    	
 
    	
78382
    
	
TC153918
    	
 
    	
OK
    	
 
    	
74364
    
	
TC153931
    	
 
    	
NY
    	
 
    	
11204
    
	
TC153932
    	
 
    	
NY
    	
 
    	
11204
    
	
TC153976
    	
 
    	
TX
    	
 
    	
77845
    
	
TC153942
    	
 
    	
NC
    	
 
    	
27804
    
	
TC153959
    	
 
    	
TX
    	
 
    	
78596
    
	
TC154035
    	
 
    	
NJ
    	
 
    	
07050
    
	
TC153852
    	
 
    	
CA
    	
 
    	
91744
    
	
TC154014
    	
 
    	
TX
    	
 
    	
77320
    
	
TC153808
    	
 
    	
NJ
    	
 
    	
07657
    
	
TC153809
    	
 
    	
NJ
    	
 
    	
07657
    
	
TC153811
    	
 
    	
NJ
    	
 
    	
07621
    
	
TC153812
    	
 
    	
NJ
    	
 
    	
07621
    
	
TC153813
    	
 
    	
NJ
    	
 
    	
07022
    
	
TC153814
    	
 
    	
NJ
    	
 
    	
07093
    
	
TC153937
    	
 
    	
FL
    	
 
    	
33770
    
	
TC153936
    	
 
    	
FL
    	
 
    	
33770
    
	
TC153938
    	
 
    	
FL
    	
 
    	
33770
    
	
TC154059
    	
 
    	
NY
    	
 
    	
12304
    
	
TC154057
    	
 
    	
NY
    	
 
    	
12304
    
	
TC154058
    	
 
    	
NY
    	
 
    	
12304
    
	
TC154056
    	
 
    	
NY
    	
 
    	
12304
    
	
TC153945
    	
 
    	
MO
    	
 
    	
65201
    
	
TC154068
    	
 
    	
CA
    	
 
    	
92630
    
	
TC154015
    	
 
    	
NY
    	
 
    	
10469
    
	
TC153984
    	
 
    	
CA
    	
 
    	
95407
    
	
TC154103
    	
 
    	
NV
    	
 
    	
89117
    
	
TC154044
    	
 
    	
WI
    	
 
    	
54436
    
	
TC154159
    	
 
    	
NY
    	
 
    	
10032
    
	
TC154148
    	
 
    	
NY
    	
 
    	
11226
    
	
TC154133
    	
 
    	
NY
    	
 
    	
11226
    
	
TC154091
    	
 
    	
NY
    	
 
    	
11233
    
	
TC154146
    	
 
    	
NY
    	
 
    	
10453
    
	
TC154143
    	
 
    	
NY
    	
 
    	
10453
    
	
TC154135
    	
 
    	
NY
    	
 
    	
11225
    
	
TC154125
    	
 
    	
NY
    	
 
    	
11225
    


 











 

	
TC154124
    	
 
    	
NY
    	
 
    	
10034
    
	
TC154158
    	
 
    	
NY
    	
 
    	
10034
    
	
TC154112
    	
 
    	
CA
    	
 
    	
92029
    
	
TC154083
    	
 
    	
TX
    	
 
    	
76904
    
	
TC154111
    	
 
    	
CA
    	
 
    	
92029
    
	
TC153861
    	
 
    	
CT
    	
 
    	
06704
    
	
TC153860
    	
 
    	
CT
    	
 
    	
06704
    
	
TC154016
    	
 
    	
KY
    	
 
    	
41005
    
	
TC154097
    	
 
    	
MO
    	
 
    	
65803
    
	
TC154157
    	
 
    	
TX
    	
 
    	
79766
    
	
TC154164
    	
 
    	
MI
    	
 
    	
48228
    
	
TC154208
    	
 
    	
TX
    	
 
    	
77535
    
	
TC153950
    	
 
    	
LA
    	
 
    	
70127
    
	
TC154199
    	
 
    	
WV
    	
 
    	
25661
    
	
TC154316
    	
 
    	
MS
    	
 
    	
38637
    
	
TC154262
    	
 
    	
TX
    	
 
    	
77338
    
	
TC154266
    	
 
    	
TX
    	
 
    	
77354
    
	
TC154260
    	
 
    	
NY
    	
 
    	
10032
    
	
TC154259
    	
 
    	
NY
    	
 
    	
10032
    
	
TC154257
    	
 
    	
NY
    	
 
    	
10032
    
	
TC154261
    	
 
    	
NY
    	
 
    	
10032
    
	
TC121760
    	
 
    	
IL
    	
 
    	
60033
    
	
TC154024
    	
 
    	
SC
    	
 
    	
29579
    
	
TC120773
    	
 
    	
AZ
    	
 
    	
85638
    
	
TC120774
    	
 
    	
AZ
    	
 
    	
85638
    
	
TC120775
    	
 
    	
AZ
    	
 
    	
85638
    
	
TC120928
    	
 
    	
TX
    	
 
    	
77302
    
	
TC110436
    	
 
    	
TX
    	
 
    	
75069
    
	
TC120653
    	
 
    	
CA
    	
 
    	
92040
    
	
TC132010
    	
 
    	
TX
    	
 
    	
79924
    
	
TC132397
    	
 
    	
FL
    	
 
    	
34743
    
	
TC121082
    	
 
    	
OR
    	
 
    	
97850
    
	
TC121081
    	
 
    	
OR
    	
 
    	
97850
    
	
TC121080
    	
 
    	
OR
    	
 
    	
97850
    
	
TC110555
    	
 
    	
CA
    	
 
    	
91104
    
	
TC154107
    	
 
    	
IL
    	
 
    	
60060
    
	
TC121710
    	
 
    	
CA
    	
 
    	
90280
    
	
TC131909
    	
 
    	
TX
    	
 
    	
75460
    
	
TC121883
    	
 
    	
TX
    	
 
    	
76638
    
	
TC143159
    	
 
    	
NC
    	
 
    	
27203
    
	
TC132013
    	
 
    	
CO
    	
 
    	
80302
    
	
TC120803
    	
 
    	
GA
    	
 
    	
30338
    
	
TC121790
    	
 
    	
MS
    	
 
    	
39503
    
	
TC120992
    	
 
    	
TX
    	
 
    	
75203
    
	
TC120639
    	
 
    	
PA
    	
 
    	
15238
    
	
TC120807
    	
 
    	
TX
    	
 
    	
78209
    
	
TC120983
    	
 
    	
AR
    	
 
    	
72734
    


 











 

	
TC110381
    	
 
    	
WA
    	
 
    	
98444
    
	
TC120883
    	
 
    	
PA
    	
 
    	
19104
    
	
TC132032
    	
 
    	
CA
    	
 
    	
93615
    
	
TC132031
    	
 
    	
CA
    	
 
    	
93615
    
	
TC154172
    	
 
    	
MO
    	
 
    	
64093
    
	
TC154173
    	
 
    	
MO
    	
 
    	
64093
    
	
TC132045
    	
 
    	
TX
    	
 
    	
77859
    
	
TC121741
    	
 
    	
TX
    	
 
    	
78216
    
	
TC121781
    	
 
    	
TX
    	
 
    	
76664
    
	
TC153895
    	
 
    	
VA
    	
 
    	
22192
    
	
TC132003
    	
 
    	
TX
    	
 
    	
77630
    
	
TC120671
    	
 
    	
NJ
    	
 
    	
08034
    
	
TC154150
    	
 
    	
SC
    	
 
    	
29601
    
	
TC120895
    	
 
    	
NV
    	
 
    	
89123
    
	
TC110432
    	
 
    	
CA
    	
 
    	
91331
    
	
TC110433
    	
 
    	
CA
    	
 
    	
91331
    
	
TC120742
    	
 
    	
CA
    	
 
    	
95482
    
	
TC154089
    	
 
    	
MD
    	
 
    	
21023
    
	
TC121859
    	
 
    	
CO
    	
 
    	
80904
    
	
TC154078
    	
 
    	
CO
    	
 
    	
80014
    
	
TC110363
    	
 
    	
AZ
    	
 
    	
85040
    
	
TC110444
    	
 
    	
CA
    	
 
    	
92243
    
	
TC143114
    	
 
    	
CA
    	
 
    	
95407
    
	
TC143117
    	
 
    	
CA
    	
 
    	
95407
    
	
TC120764
    	
 
    	
NY
    	
 
    	
10453
    
	
TC110419
    	
 
    	
WA
    	
 
    	
98260
    
	
TC131969
    	
 
    	
GA
    	
 
    	
30253
    
	
TC153815
    	
 
    	
NJ
    	
 
    	
07087
    
	
TC154026
    	
 
    	
CO
    	
 
    	
80012
    
	
TC110499
    	
 
    	
AZ
    	
 
    	
85268
    
	
TC154036
    	
 
    	
WA
    	
 
    	
98258
    
	
TC120972
    	
 
    	
LA
    	
 
    	
71107
    
	
TC120920
    	
 
    	
NJ
    	
 
    	
08302
    
	
TC110359
    	
 
    	
NV
    	
 
    	
89074
    
	
TC110360
    	
 
    	
NV
    	
 
    	
89074
    
	
TC132088
    	
 
    	
LA
    	
 
    	
71281
    
	
TC154033
    	
 
    	
WI
    	
 
    	
54914
    
	
TC121071
    	
 
    	
AZ
    	
 
    	
85020
    
	
TC121070
    	
 
    	
AZ
    	
 
    	
85020
    
	
TC121072
    	
 
    	
AZ
    	
 
    	
85020
    
	
TC110325
    	
 
    	
CA
    	
 
    	
92084
    
	
TC110327
    	
 
    	
CA
    	
 
    	
92084
    
	
TC110326
    	
 
    	
CA
    	
 
    	
92084
    
	
TC132006
    	
 
    	
MA
    	
 
    	
01610
    
	
TC132008
    	
 
    	
MA
    	
 
    	
01610
    
	
TC132009
    	
 
    	
MA
    	
 
    	
01610
    
	
TC143054
    	
 
    	
CA
    	
 
    	
94506
    


 











 

	
TC143062
    	
 
    	
CA
    	
 
    	
94506
    
	
TC143057
    	
 
    	
CA
    	
 
    	
94506
    
	
TC131995
    	
 
    	
FL
    	
 
    	
32073
    
	
TC131956
    	
 
    	
TX
    	
 
    	
75217
    
	
TC153939
    	
 
    	
IL
    	
 
    	
62966
    
	
TC154018
    	
 
    	
MS
    	
 
    	
39154
    
	
TC154032
    	
 
    	
CA
    	
 
    	
91306
    
	
TC131918
    	
 
    	
ND
    	
 
    	
58301
    
	
TC121774
    	
 
    	
TX
    	
 
    	
75662
    
	
TC131953
    	
 
    	
WI
    	
 
    	
53704
    
	
TC143713
    	
 
    	
IA
    	
 
    	
50325
    
	
TC153875
    	
 
    	
CA
    	
 
    	
95128
    
	
TC121021
    	
 
    	
LA
    	
 
    	
71108
    
	
TC120996
    	
 
    	
TX
    	
 
    	
75605
    
	
TC121684
    	
 
    	
CO
    	
 
    	
80907
    
	
TC121744
    	
 
    	
TX
    	
 
    	
78628
    
	
TC154031
    	
 
    	
CA
    	
 
    	
95124
    
	
TC132287
    	
 
    	
NJ
    	
 
    	
07051
    
	
TC120820
    	
 
    	
TX
    	
 
    	
78130
    
	
TC154030
    	
 
    	
CO
    	
 
    	
80907
    
	
TC120740
    	
 
    	
TN
    	
 
    	
38106
    
	
TC132217
    	
 
    	
MI
    	
 
    	
49509
    
	
TC143746
    	
 
    	
NY
    	
 
    	
12401
    
	
TC143747
    	
 
    	
NY
    	
 
    	
12401
    
	
TC121727
    	
 
    	
PA
    	
 
    	
19133
    
	
TC120986
    	
 
    	
CA
    	
 
    	
92105
    
	
TC154271
    	
 
    	
WI
    	
 
    	
53212
    
	
TC154273
    	
 
    	
WI
    	
 
    	
53212
    
	
TC154272
    	
 
    	
WI
    	
 
    	
53212
    
	
TC110418
    	
 
    	
TN
    	
 
    	
37862
    
	
TC120922
    	
 
    	
CO
    	
 
    	
80634
    
	
TC120921
    	
 
    	
CO
    	
 
    	
80634
    
	
TC110558
    	
 
    	
CA
    	
 
    	
92584
    
	
TC110557
    	
 
    	
CA
    	
 
    	
92584
    
	
TC110556
    	
 
    	
CA
    	
 
    	
92584
    
	
TC120708
    	
 
    	
CO
    	
 
    	
80137
    
	
TC120707
    	
 
    	
CO
    	
 
    	
80137
    
	
TC131943
    	
 
    	
MO
    	
 
    	
64124
    
	
TC154193
    	
 
    	
TX
    	
 
    	
79938
    
	
TC121733
    	
 
    	
FL
    	
 
    	
33135
    
	
TC110400
    	
 
    	
FL
    	
 
    	
33018
    
	
TC131907
    	
 
    	
WI
    	
 
    	
53215
    
	
TC120997
    	
 
    	
TX
    	
 
    	
76657
    
	
TC120752
    	
 
    	
CA
    	
 
    	
90745
    
	
TC120751
    	
 
    	
CA
    	
 
    	
90745
    
	
TC153957
    	
 
    	
NV
    	
 
    	
89015
    
	
TC120948
    	
 
    	
PA
    	
 
    	
15213
    


 











 

	
TC110588
    	
 
    	
NJ
    	
 
    	
07017
    
	
TC110591
    	
 
    	
NJ
    	
 
    	
07017
    
	
TC110589
    	
 
    	
NJ
    	
 
    	
07017
    
	
TC110514
    	
 
    	
FL
    	
 
    	
32583
    
	
TC121103
    	
 
    	
TX
    	
 
    	
76705
    
	
TC110395
    	
 
    	
TX
    	
 
    	
75229
    
	
TC132106
    	
 
    	
TX
    	
 
    	
78214
    
	
TC153952
    	
 
    	
FL
    	
 
    	
34208
    
	
TC132236
    	
 
    	
CA
    	
 
    	
90010
    
	
TC120779
    	
 
    	
IL
    	
 
    	
60445
    
	
TC120780
    	
 
    	
IL
    	
 
    	
60445
    
	
TC120783
    	
 
    	
IL
    	
 
    	
60445
    
	
TC120781
    	
 
    	
IL
    	
 
    	
60445
    
	
TC121795
    	
 
    	
ND
    	
 
    	
58366
    
	
TC121098
    	
 
    	
CT
    	
 
    	
06378
    
	
TC121097
    	
 
    	
CT
    	
 
    	
06378
    
	
TC154104
    	
 
    	
MI
    	
 
    	
49713
    
	
TC120778
    	
 
    	
TX
    	
 
    	
76527
    
	
TC110528
    	
 
    	
IL
    	
 
    	
60651
    
	
TC110527
    	
 
    	
IL
    	
 
    	
60651
    
	
TC120973
    	
 
    	
IL
    	
 
    	
60002
    
	
TC121878
    	
 
    	
UT
    	
 
    	
84005
    
	
TC121788
    	
 
    	
OH
    	
 
    	
44512
    
	
TC120935
    	
 
    	
CA
    	
 
    	
92315
    
	
TC120936
    	
 
    	
CA
    	
 
    	
92315
    
	
TC121694
    	
 
    	
TN
    	
 
    	
37912
    
	
TC154017
    	
 
    	
IL
    	
 
    	
61108
    
	
TC121810
    	
 
    	
NH
    	
 
    	
03812
    
	
TC110342
    	
 
    	
NV
    	
 
    	
89121
    
	
TC132588
    	
 
    	
GA
    	
 
    	
31907
    
	
TC120987
    	
 
    	
FL
    	
 
    	
32210
    
	
TC121007
    	
 
    	
CA
    	
 
    	
90022
    
	
TC121008
    	
 
    	
CA
    	
 
    	
90022
    
	
TC110454
    	
 
    	
PA
    	
 
    	
19140
    
	
TC110455
    	
 
    	
PA
    	
 
    	
19140
    
	
TC121104
    	
 
    	
TX
    	
 
    	
78132
    
	
TC120672
    	
 
    	
AZ
    	
 
    	
85031
    
	
TC153916
    	
 
    	
CA
    	
 
    	
90058
    
	
TC110238
    	
 
    	
MA
    	
 
    	
02124
    
	
TC121001
    	
 
    	
AL
    	
 
    	
36303
    
	
TC131898
    	
 
    	
NY
    	
 
    	
11233
    
	
TC121701
    	
 
    	
OK
    	
 
    	
74145
    
	
TC121703
    	
 
    	
OK
    	
 
    	
74145
    
	
TC121700
    	
 
    	
OK
    	
 
    	
74145
    
	
TC142971
    	
 
    	
FL
    	
 
    	
32805
    
	
TC142973
    	
 
    	
FL
    	
 
    	
32805
    
	
TC142972
    	
 
    	
FL
    	
 
    	
32805
    


 











 

	
TC110498
    	
 
    	
LA
    	
 
    	
70668
    
	
TC110420
    	
 
    	
GA
    	
 
    	
30294
    
	
TC153992
    	
 
    	
CA
    	
 
    	
92345
    
	
TC154155
    	
 
    	
CA
    	
 
    	
93620
    
	
TC153977
    	
 
    	
CA
    	
 
    	
95688
    
	
TC121782
    	
 
    	
TX
    	
 
    	
75965
    
	
TC154161
    	
 
    	
AZ
    	
 
    	
85009
    
	
TC110376
    	
 
    	
CT
    	
 
    	
06010
    
	
TC110374
    	
 
    	
CT
    	
 
    	
06010
    
	
TC110377
    	
 
    	
CT
    	
 
    	
06010
    
	
TC120976
    	
 
    	
TN
    	
 
    	
37640
    
	
TC154000
    	
 
    	
OR
    	
 
    	
97213
    
	
TC131948
    	
 
    	
AR
    	
 
    	
71923
    
	
TC121000
    	
 
    	
TX
    	
 
    	
76137
    
	
TC131958
    	
 
    	
FL
    	
 
    	
32608
    
	
TC110506
    	
 
    	
WA
    	
 
    	
98136
    
	
TC121683
    	
 
    	
IL
    	
 
    	
60638
    
	
TC110550
    	
 
    	
NV
    	
 
    	
89118
    
	
TC120984
    	
 
    	
TX
    	
 
    	
76053
    
	
TC120954
    	
 
    	
TX
    	
 
    	
77515
    
	
TC121798
    	
 
    	
UT
    	
 
    	
84737
    
	
TC132028
    	
 
    	
AZ
    	
 
    	
85643
    
	
TC132065
    	
 
    	
AL
    	
 
    	
36695
    
	
TC110502
    	
 
    	
NV
    	
 
    	
89706
    
	
TC154020
    	
 
    	
NM
    	
 
    	
87120
    
	
TC121759
    	
 
    	
TX
    	
 
    	
76539
    
	
TC132029
    	
 
    	
MO
    	
 
    	
63401
    
	
TC110577
    	
 
    	
AZ
    	
 
    	
85257
    
	
TC110578
    	
 
    	
AZ
    	
 
    	
85257
    
	
TC120801
    	
 
    	
TX
    	
 
    	
75149
    
	
TC120919
    	
 
    	
TX
    	
 
    	
77038
    
	
TC132292
    	
 
    	
IL
    	
 
    	
60459
    
	
TC132296
    	
 
    	
IL
    	
 
    	
60459
    
	
TC154114
    	
 
    	
FL
    	
 
    	
33635
    
	
TC131893
    	
 
    	
MO
    	
 
    	
65565
    
	
TC131926
    	
 
    	
AL
    	
 
    	
35057
    
	
TC121869
    	
 
    	
OR
    	
 
    	
97352
    
	
TC121065
    	
 
    	
CA
    	
 
    	
92126
    
	
TC154027
    	
 
    	
CO
    	
 
    	
80112
    
	
TC154028
    	
 
    	
CO
    	
 
    	
80112
    
	
TC154029
    	
 
    	
CO
    	
 
    	
80112
    
	
TC153820
    	
 
    	
KS
    	
 
    	
66207
    
	
TC121762
    	
 
    	
NC
    	
 
    	
27537
    
	
TC120971
    	
 
    	
MT
    	
 
    	
59801
    
	
TC120985
    	
 
    	
FL
    	
 
    	
32746
    
	
TC153873
    	
 
    	
IL
    	
 
    	
60176
    
	
TC110605
    	
 
    	
TX
    	
 
    	
78209
    


 











 

	
TC121786
    	
 
    	
WA
    	
 
    	
98664
    
	
TC132137
    	
 
    	
CA
    	
 
    	
95460
    
	
TC121866
    	
 
    	
FL
    	
 
    	
34142
    
	
TC131905
    	
 
    	
SC
    	
 
    	
29569
    
	
TC110414
    	
 
    	
TX
    	
 
    	
76028
    
	
TC154023
    	
 
    	
TX
    	
 
    	
78550
    
	
TC132000
    	
 
    	
TX
    	
 
    	
76120
    
	
TC153934
    	
 
    	
FL
    	
 
    	
32569
    
	
TC121020
    	
 
    	
OH
    	
 
    	
45345
    
	
TC131910
    	
 
    	
SD
    	
 
    	
57243
    
	
TC131959
    	
 
    	
OK
    	
 
    	
74469
    
	
TC121696
    	
 
    	
OR
    	
 
    	
97601
    
	
TC121056
    	
 
    	
CA
    	
 
    	
93635
    
	
TC121055
    	
 
    	
CA
    	
 
    	
93635
    
	
TC121871
    	
 
    	
MN
    	
 
    	
56652
    
	
TC110570
    	
 
    	
OR
    	
 
    	
97123
    
	
TC110569
    	
 
    	
OR
    	
 
    	
97123
    
	
TC110568
    	
 
    	
OR
    	
 
    	
97123
    
	
TC110567
    	
 
    	
OR
    	
 
    	
97123
    
	
TC121763
    	
 
    	
WI
    	
 
    	
53922
    


 












 

EXHIBIT A

 

INITIAL BUDGET

 

$22,500 Operating Expense through December 31, 2016

 











 

EXHIBIT B

 

FORM OF MANAGER REPORT

 











 

Landmark Infrastructure Partners GP LLC — Monthly Report

 

	
Today’s Date (Date of Submission)
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Beginning of Period
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
End of Period
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

PRINCIPAL NOTE BALANCE

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Unpaid
   Carryforward
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Series 2016-1
    	
 
    	
BOP
   Balance
    	
 
    	
Targeted
   Paydown
    	
 
    	
Amort from
   Previous
    	
 
    	
Actual
   Paydown
    	
 
    	
Unpaid
   Amort Amt
    	
 
    	
EOP
   Balance
    	
 
    	
Coupon
    	
 
    	
Interest
   Due
    	
 
    
	
Series 2016-1   Class A
    	
 
    	
[   ]
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
%
    	
—
    	
 
    
	
Series 2016-1   Class B
    	
 
    	
[   ]
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
%
    	
—
    	
 
    
	
Total
    	
 
    	
[   ]
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
%
    	
—
    	
 
    
	
TOTAL
    	
 
    	
[   ]
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
%
    	
—
    	
 
    


 

ACCOUNT BALANCES

 

	
 
    	
 
    	
Beginning Period
    	
 
    	
End
   Period
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Collection   Account
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Impositions and   Reserve Account
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Advance Rents   Reserve Account
    	
 
    	
[   ]
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
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   Class A Monthly Amortization Amounts
    	
 
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
(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
    	
 
    	
[1.30]x
    	
 
    	
[   ]x
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Amortization   Period
    	
 
    	
 
    	
 
    	
 
    	
 
    	
DSCR
    	
 
    	
[1.15]x
    	
 
    	
[   ]x
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Manager   Replacement
    	
 
    	
 
    	
 
    	
 
    	
 
    	
DSCR
    	
 
    	
[1.10]x
    	
 
    	
[   ]x
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

SITE ACQUISITION ACCOUNT (if applicable)

 

	
 
    	
 
    	
Beginning Period
    	
 
    	
Withdrawals
    	
 
    	
End Period
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Site Acquisition   Account (if any)
    	
 
    	
$
    	
[   ]
    	
 
    	
$
    	
[   ]
    	
 
    	
$
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Yield   Maintenance Account (if any)
    	
 
    	
$
    	
[   ]
    	
 
    	
$
    	
[   ]
    	
 
    	
$
    	
[   ]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Yield   Maintenance Amount (current period)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Yield   Maintenance Amount (remaining Site Acquisition Period)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Weighted Average   Note Rate
    	
 
    	
 
    	
 
    	
 
    	
 
    	
$
    	
[   ]
    	
%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Months left in   Site Acquisition Period
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Amount to be   released to, or at discretion of Issuer
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

TENANT QUALITY TESTS

 

	
 
    	
 
    	
Requirement
    	
 
    	
Actual
    	
 
    	
Result
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
% of Annualized   Revenues for All Tenant Sites from all Tenants (taken together) other than   Non-Telephony Tenants
    	
 
    	
[   ]
    	
%
    	
[   ]
    	
%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
% Annualized   Revenues for all Additional Tenant Site Assets and Additional Obligor Tenant   Site Assets
    	
 
    	
[   ]
    	
%
    	
[   ]
    	
%