EXHIBIT 10.4Indemnification Agreement • August 29th, 2003 • CNL Income Properties Inc • Maryland
EXHIBIT 10.1Escrow Agreement • August 29th, 2003 • CNL Income Properties Inc • Florida
EXHIBIT 10.2 Form of Advisory Agreement ADVISORY AGREEMENT THIS ADVISORY AGREEMENT, dated as of ________________, 2004, is between CNL INCOME PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the "Company") and CNL...Advisory Agreement • March 16th, 2004 • CNL Income Properties Inc • Real estate investment trusts • Florida
EXHIBIT 10.1Escrow Agreement • March 16th, 2004 • CNL Income Properties Inc • Real estate investment trusts
EXHIBIT 1.2 Form of Participating Broker Agreement PARTICIPATING BROKER AGREEMENT CNL INCOME PROPERTIES, INC. THIS PARTICIPATING BROKER AGREEMENT (the "Agreement") is made and entered into as of the day indicated on Exhibit A attached hereto and by...Participating Broker Agreement • April 9th, 2004 • CNL Income Properties Inc • Real estate investment trusts • Florida
EXHIBIT 1.1Managing Dealer Agreement • March 16th, 2004 • CNL Income Properties Inc • Real estate investment trusts • Florida
CNL LIFESTYLE PROPERTIES, INC. UP TO 200,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT April 30, 2008Selected Dealer Agreement • July 9th, 2008 • CNL Lifestyle Properties Inc • Real estate investment trusts
Each of CNL Lifestyle Properties, Inc., a Maryland corporation (the “Company”), CNL Securities Corp., a Florida corporation (the “Managing Dealer”), CNL Lifestyle Company, LLC, a Florida limited liability company (the “Advisor”), and CNL Financial Group, Inc., a Florida corporation (the “Sponsor”), hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
PARTICIPATING BROKER AGREEMENT CNL LIFESTYLE PROPERTIES, INC.Participating Broker Agreement • March 28th, 2008 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2008, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2012 • CNL Lifestyle Properties Inc • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of April, 2012, by and among CNL Lifestyle Properties, Inc., a Maryland corporation (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).
MANAGING DEALER AGREEMENT CNL LIFESTYLE PROPERTIES, INC.Managing Dealer Agreement • March 28th, 2008 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of March, 2008, between CNL LIFESTYLE PROPERTIES, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).
CNL LIFESTYLE PROPERTIES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.250% SENIOR NOTES DUE 2019 INDENTURE Dated as of April 5, 2011 WILMINGTON TRUST FSB TrusteeIndenture • April 6th, 2011 • CNL Lifestyle Properties Inc • Real estate investment trusts • New York
INDENTURE dated as of April 5, 2011 among CNL Lifestyle Properties, Inc., a Maryland corporation, the Guarantors (as defined) and Wilmington Trust FSB, as trustee.
ADVISORY AGREEMENTAdvisory Agreement • March 21st, 2011 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS ADVISORY AGREEMENT, dated as of April 10, 2011 is between CNL LIFESTYLE PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL LIFESTYLE ADVISOR CORPORATION, a corporation organized under the laws of the State of Florida (the “Advisor”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CNLSUN PARTNERS II, LLC THE INTERESTS OF THE MEMBERS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR THE DISTRICT...Limited Liability Company Agreement • November 14th, 2011 • CNL Lifestyle Properties Inc • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF CNLSUN PARTNERS II, LLC (the “Company”) is entered into effective as of August 2, 2011 (the “Effective Date”), by and among Sunrise Senior Living Investments, Inc., a Virginia corporation (“Sunrise”), and CNL Income SL II Holding, LLC, a Delaware limited liability company (“CNL”).
ANCALA COUNTRY CLUB, SCOTTSDALE, ARIZONA SECOND AMENDED AND RESTATED LEASE AGREEMENT DATED AS OF JANUARY 1, 2012 BY AND BETWEEN CLP SOUTHWEST GOLF, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ASSIGNS, AS LANDLORD, AND EVERGREEN ALLIANCE GOLF...Lease Agreement • March 29th, 2013 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT is entered into, dated and effective as of January 1, 2012 (the “Effective Date”) by and between CLP SOUTHWEST GOLF, LLC, a Delaware limited liability company, and assigns, as landlord (“Landlord”), and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership, as tenant (“Tenant”).
AMENDED AND RESTATED PERSONAL PROPERTY LEASE AGREEMENT DATED AS OF AUGUST 10, 2009 BY AND BETWEEN CNL PERSONAL PROPERTY TRS ULC AS LESSOR AND CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP AS LESSEEPersonal Property Lease Agreement • March 29th, 2013 • CNL Lifestyle Properties Inc • Real estate investment trusts
THIS AMENDED AND RESTATED PERSONAL PROPERTY LEASE AGREEMENT (the “Lease”) is entered into as of this 10th day of August, 2009, by and between CNL PERSONAL PROPERTY TRS ULC, a Nova Scotia unlimited liability company, (the “Lessor”), and CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a British Columbia limited partnership (the “Lessee”).
AMENDED AND RESTATED SUB-PERMIT AND LEASE AGREEMENT DATED AS OF AUGUST 10, 2009 BY AND BETWEEN R&H US CANADIAN CYPRESS LIMITED in its capacity as trustee of the CYPRESS JERSEY TRUST AS LANDLORD, AND CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP AS TENANTSub-Permit and Lease Agreement • March 29th, 2013 • CNL Lifestyle Properties Inc • Real estate investment trusts
THIS AMENDED AND RESTATED SUB-PERMIT AND LEASE AGREEMENT (the “Lease”) is entered into as of this 10th day of August, 2009, by and between R&H US CANADIAN CYPRESS LIMITED a company incorporated pursuant to the laws of the Island of Jersey, solely in its capacity as trustee of CYPRESS JERSEY TRUST, a trust settled pursuant to the laws of the Island of Jersey, (the “Landlord”), and CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a British Columbia limited partnership (the “Tenant”).
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and among SELLERS (being CNL Lifestyle Properties, Inc. and certain of its subsidiaries, as hereinafter identified), as Sellers, and SENIOR HOUSING PROPERTIES TRUST, as Buyer, Dated as of...Purchase and Sale Agreement • March 31st, 2015 • CNL Lifestyle Properties Inc • Real estate investment trusts
This Purchase and Sale Agreement and Joint Escrow Instructions is made and entered into as of the 22nd day of December, 2014 (the “Effective Date”) by and among:
CREDIT AGREEMENTCredit Agreement • March 3rd, 2005 • CNL Income Properties Inc • Real estate investment trusts • Delaware
Reference is made to the credit agreement (such credit agreement as the same may from time to time be restated, modified, supplemented or amended and in effect is herein referred to as the “Credit Agreement”) dated as of December 3, 2004 between the Maker and the Holder. This is the grid promissory note referred to in section 3.2 of the Credit Agreement and it bears all of the rights, benefits and obligations provided for in the Credit Agreement. Without limiting the generality of the foregoing, the Credit Agreement provides for the rate of interest payable upon the principal amount of the Second Tier Loan outstanding from time to time, the method, times and place for payments of interest, principal and other amounts with respect to the Second Tier Loan, and the Holder’s entitlement to payment of amounts outstanding hereunder and thereunder. In accordance with the terms of the Credit Agreement, upon the occurrence and during the continuance of an Event of Default all amounts outstandin
ASSET PURCHASE AGREEMENT BETWEEN CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia AND GATLINBURG SKYLIFT, LLC, a Michigan limited liability corporation AS SELLERS AND CNL...Asset Purchase Agreement • December 22nd, 2005 • CNL Income Properties Inc • Real estate investment trusts • Florida
THIS ASSET PURCHASE AGREEMENT is made as of December 22, 2005 (the “Effective Date”), by and between CYPRESS BOWL RECREATIONS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of British Columbia (“CBRLP”), GATLINBURG SKYLIFT, LLC a Michigan limited liability corporation (“Skylift”) (each individually a “Seller” and collectively and jointly and severally, the “Sellers”), and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“Purchaser” or “CNL”).
Asset Purchase Agreement dated as of November 14, 2006 between Fore Star Golf of Yuma, LLC, Fore Star Golf of Lubbock, LLC, Premier Golf Royal Meadows, LLC, Premier Golf Painted Hills, LLC, Premier Golf Cleveland, LLC, Premier Golf Solon, LLC, Premier...Asset Purchase Agreement • December 8th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Florida
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of November 14, 2006 (the “Effective Date”), by and between SELLERS, as hereinafter defined, and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“Purchaser”) (each a “Party” and together the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENTCollateral Loan Agreement • March 29th, 2013 • CNL Lifestyle Properties Inc • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED COLLATERAL LOAN AGREEMENT (the “Amendment”), is made as of this 5th day of April, 2011, by and among CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company (“CNL Southwest”), CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company (“CNL West”), CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company (“CNL North”), CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company (“CNL Midwest”) CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company (“CNL Mideast”; CNL Southwest, CNL West, CNL North, CNL Midwest, and CNL Mideast, each individually, a “Borrower”, and collectively, “Borrowers”), CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (“Gatlinburg Obligor”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).
ESCROW AGREEMENT BETWEEN CNL INCOME PROPERTIES, INC. ANDEscrow Agreement • October 2nd, 2007 • CNL Income Properties Inc • Real estate investment trusts • Florida
THIS ESCROW AGREEMENT (the “Agreement”) is dated this day of , 2008 (the “Effective Date”), by and between CNL INCOME PROPERTIES, INC., a Maryland corporation (the “Company”) and as escrow agent (the “Escrow Agent”).
OMNIBUS LEASE RESOLUTION AGREEMENTOmnibus Lease Resolution Agreement • November 14th, 2008 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS OMNIBUS LEASE RESOLUTION AGREEMENT (this “Agreement”) is made as of October 30, 2008 (the “Effective Date”), by and among (i) PREMIER GOLF MANAGEMENT, INC., a Delaware corporation (“PGMI”), (ii) JOE R. MUNSCH, an individual (“Munsch”), (iii) those entities referenced on Exhibit A attached hereto (each individually, a “Landlord” and, collectively, the “Landlords”), (iv) CNL INCOME PARTNERS, LP, a Delaware limited partnership (“CNL” and, collectively with the Landlords, the “CNL Parties”), and (v) and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“Tenant” and, collectively, with PGMI and Munsch, the “PGMI Parties”) (PGMI, Munsch, each Landlord, CNL and Tenant, individually, a “Party” and, collectively, the “Parties”).
DEVELOPMENT AGREEMENTDevelopment Agreement • October 14th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Texas
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of the 12th day of October, 2005, by and between WTC-Trade Mart, L.P., a Delaware limited partnership (“Owner”) and Dallas Market Center Operating, L.P., a Delaware limited partnership (“Developer”).
VENTURE FORMATION AND CONTRIBUTION AGREEMENT By and Between CNL INCOME PARTNERS, LP, a Delaware limited partnership, - and - GREAT BEAR LODGE OF WISCONSIN DELLS, LLC, a Delaware limited liability company - and – GREAT BEAR LODGE OF SANDUSKY, LLC, a...Venture Formation and Contribution Agreement • October 4th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Ohio
THIS VENTURE FORMATION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of October, 2005 (the “Effective Date”), by and among CNL INCOME PARTNERS, LP, a Delaware limited partnership (“CNL”), GREAT BEAR LODGE OF WISCONSIN DELLS, LLC, a Delaware limited liability company (“Wolf Dells”), GREAT BEAR LODGE OF SANDUSKY, LLC, a Delaware limited liability company (“Wolf Sandusky”), and GREAT WOLF RESORTS, INC., a Delaware corporation (“Wolf Parent”) (Wolf Dells, Wolf Sandusky and Wolf Parent are at times hereinafter referred to collectively as “Wolf”).
Agreement of Sale and Purchase dated as of November 16, 2006 among Golf Course Partners, Ltd., EAGL Mansfield, L.P., Evergreen Alliance Golf Limited, L.P., Westbrook EAGL Parent, L.L.C. and CNL Income Partners, LPAgreement of Sale and Purchase • December 8th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Texas
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”), dated as of November 16, 2006, is among GOLF COURSE PARTNERS, LTD., a Texas limited partnership (“Lake Seller”), EAGL MANSFIELD, L.P., a Delaware limited partnership (“Mansfield Seller”), EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“EAGL”) (collectively, “Seller”), and WESTBROOK EAGL PARENT, L.L.C., a Delaware limited liability company (“EAGL Parent”) and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“Buyer”).
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 6th, 2014 • CNL Lifestyle Properties Inc • Real estate investment trusts • Florida
THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of March , 2014 with an effective date of April 1, 2014 (this “Agreement”) is between CNL LIFESTYLE PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the “Company”) and CNL LIFESTYLE ADVISOR CORPORATION, a corporation organized under the laws of the State of Florida (the “Advisor”).
COLLATERAL LOAN AGREEMENTCollateral Loan Agreement • January 31st, 2008 • CNL Income Properties Inc • Real estate investment trusts • Arizona
THIS COLLATERAL LOAN AGREEMENT (the “Agreement”), dated as of January 25, 2008, is made and entered into by and among CNL INCOME EAGL SOUTHWEST GOLF, LLC, a Delaware limited liability company (“CNL Southwest”), CNL INCOME EAGL WEST GOLF, LLC, a Delaware limited liability company (“CNL West”), CNL INCOME EAGL NORTH GOLF, LLC, a Delaware limited liability company (“CNL North”), CNL INCOME EAGL MIDWEST GOLF, LLC, a Delaware limited liability company (“CNL Midwest”) and CNL INCOME EAGL MIDEAST GOLF, LLC, a Delaware limited liability company (“CNL Mideast”) (CNL Southwest, CNL West, CNL North, CNL Midwest and CNL Mideast individually and collectively, “Borrowers”) and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).
PURCHASE AND SALE AGREEMENT by and among CNL LIFESTYLE PROPERTIES, INC., CLP PARTNERS, LP, EPR PROPERTIES, SKI RESORT HOLDINGS LLC and THE OTHER SELLERS NAMED HEREIN Dated as of November 2, 2016Purchase and Sale Agreement • November 3rd, 2016 • CNL Lifestyle Properties Inc • Real estate investment trusts • Maryland
THIS PURCHASE AND SALE AGREEMENT, dated as of November 2, 2016 (this “Agreement”), is made by and among EPR Properties, a Maryland real estate investment trust (the “Attractions Purchaser”), Ski Resort Holdings LLC, a Delaware limited liability company (the “Ski Purchaser”), CNL Lifestyle Properties, Inc., a Maryland corporation (the “Company”), CLP Partners, LP, a Delaware limited partnership (the “Operating Partnership”), each of the entities listed on Schedule 1 (the “Attractions Equity Sellers”), each of the entities listed on Schedule 2 (the “Ski Equity Sellers” and, collectively with the Attractions Equity Sellers, the “Equity Sellers”), each of the entities listed on Schedule 3 (the “U.S. Attractions Asset Sellers”), each of the entities listed on Schedule 4 (the “U.S. Ski Asset Sellers” and, collectively with the U.S. Attractions Asset Sellers, the “U.S. Asset Sellers”), R&H US Canadian Cypress Limited, a limited company incorporated under the Companies (Jersey) Law 1991 (the “
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • March 16th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Colorado
THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”), made and entered into effective as of March 13, 2006, by and between SHOREFOX DEVELOPMENT, LLC, a Delaware limited liability company, whose address is 62801 U.S. Highway 40, Granby, Colorado 80446, Attention: Mr. Steven S. Bromberg (“Borrower”), and CNL INCOME PARTNERS, LP, a Delaware limited partnership, whose address is CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801-3336 Attention: Chief Financial Officer, Attention: Corporate Counsel (“Lender”).
SUBLEASE AGREEMENT DATED AS OF DECEMBER 22, 2005 BY AND BETWEEN CNL GATLINBURG PARTNERSHIP, LP AS LANDLORD, AND GATLINBURG SKYLIFT, LLC AS TENANTSublease Agreement • December 22nd, 2005 • CNL Income Properties Inc • Real estate investment trusts
THIS SUBLEASE AGREEMENT (the “Lease”) is entered into as of this 22nd day of December 2005, by and between CNL GATLINBURG PARTNERSHIP, LP, a Delaware limited partnership (the “Landlord”), and GATLINBURG SKYLIFT, LLC, a Michigan limited liability company (the “Tenant”).
MASTER LEASE DATED AS OF February 14, 2005 BY AND BETWEEN WTC-Trade Mart, L.P., a Delaware limited partnership AS LANDLORD, AND Dallas Market Center Operating, L.P., a Delaware limited partnership AS TENANTMaster Lease • March 3rd, 2005 • CNL Income Properties Inc • Real estate investment trusts
THIS MASTER LEASE (the “Lease”) is entered into as of February 14, 2005 (the “Commencement Date”), by and between WTC-Trade Mart, L.P., a Delaware limited partnership, as landlord (“Landlord”), and Dallas Market Center Operating, L.P., a Delaware limited partnership, as tenant (“Tenant”).
THIRD AMENDMENT TO OMNIBUS LEASE RESOLUTION AGREEMENTOmnibus Lease Resolution Agreement • April 9th, 2009 • CNL Lifestyle Properties Inc • Real estate investment trusts
THIS THIRD AMENDMENT TO OMNIBUS LEASE RESOLUTION AGREEMENT (this “Amendment”) is made as of March 27, 2009, by and among (i) PREMIER GOLF MANAGEMENT, INC., a Delaware corporation (“PGMI”), (ii) JOE R. MUNSCH, an individual (“Munsch”), (iii) those entities set forth on Exhibit A attached to this Amendment (each individually, a “Landlord” and, collectively, the “Landlords”), (iv) CNL INCOME PARTNERS, LP, a Delaware limited partnership (“CNL” and, collectively with the Landlords, the “CNL Parties”), and (v) and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“Tenant” and, collectively, with PGMI and Munsch, the “PGMI Parties”) (PGMI, Munsch, each Landlord, CNL and Tenant, individually, a “Party” and, collectively, the “Parties”).
Asset Purchase Agreement dated as of November 30, 2006 between Marinas- Kentucky, LLC, Crystal-Manasquan, LLC, Harborage Marina, LLC, Grand Lake Marina, Ltd., S.M.B.R. Operations, LLC, S.M.B.R. Realty, LLC, Pier 121 Service Company, Inc., 121 Marinas,...Asset Purchase Agreement • December 8th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Texas
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of November 30, 2006 (the “Effective Date”), by and between MARINAS-KENTUCKY, LLC, a Kentucky limited liability company (referred to herein as the “Marinas Seller”), CRYSTAL-MANASQUAN, LLC, a New Jersey limited liability company (referred to herein as the “Crystal Point Seller”), HARBORAGE MARINA, LLC, a Delaware limited liability company (referred to herein as the “Harborage Seller”), GRAND LAKE MARINA, LTD., a Texas limited partnership (referred to herein as the “Harbors View Seller”), S.M.B.R. OPERATIONS, LLC, a Delaware limited liability company and S.M.B.R. REALTY, LLC, a Delaware limited liability company (referred to herein, collectively, as the “Lake Front/Sandusky Seller”), PIER 121 SERVICE COMPANY, INC., a Texas corporation (referred to herein as the “Easthill Park Seller”), and 121 MARINAS, LTD., a Texas limited partnership, F&F HOLDINGS I, LTD., a Texas limited partnership and F&F HOLDINGS II, LTD., a Texas limited part
CNL Income Properties, Inc. Schedule of Omitted AgreementsSchedule of Omitted Agreements • January 31st, 2008 • CNL Income Properties Inc • Real estate investment trusts
The following lease agreements have not been filed as exhibits to this 8-K pursuant to Instruction 2 of Item 601 of Regulation S-K:
