AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LPLimited Partnership Agreement • April 27th, 2023 • ExchangeRight Income Fund • Delaware
ExchangeRight Income Fund Operating Partnership, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on January 9, 2019. This Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of April 4, 2022, among ExchangeRight Income Fund, a Maryland statutory trust (the “General Partner”), and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
EIGHTH LOAN DOCUMENTS MODIFICATION AGREEMENTLoan Agreement • April 11th, 2024 • ExchangeRight Income Fund • Real estate investment trusts • Georgia
THIS EIGHTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Eighth Amendment”) is dated as of the 22nd day of December, 2023, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a Texas resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT NET-LEASED PORTFOLIO 66 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may requ
TAX PROTECTION AGREEMENTTax Protection Agreement • April 27th, 2023 • ExchangeRight Income Fund • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into effective as of July 18, 2022 by and among ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “OP”), and each of the persons who becomes a party hereto from time to time by executing a joinder to this Agreement (each, a “Property Contributor” and collectively, the “Property Contributors”).
THIRD LOAN DOCUMENTS MODIFICATION AGREEMENTThird Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS THIRD LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Third Amendment”) is made as of the 13th day of December, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 53 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Sub
SEVENTH LOAN DOCUMENTS MODIFICATION AGREEMENTSeventh Loan Documents Modification Agreement • April 11th, 2024 • ExchangeRight Income Fund • Real estate investment trusts
THIS SEVENTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Seventh Amendment”) is dated as of the 11th day of April, 2023, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a Texas resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT NET-LEASED PORTFOLIO 64 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subsidiary Guarantor are each referred to herein individually and collectively as the context may requi
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 3rd, 2024 • ExchangeRight Income Fund • Real estate investment trusts • New York
THIS GUARANTY dated as of May 30, 2024 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the state of Delaware (the “Borrower”), EXCHANGERIGHT INCOME FUND, D/B/A EXCHANGERIGHT ESSENTIAL INCOME REIT, a real estate investment trust formed under the laws of the state of Maryland (the “Parent”), the financia
SECOND LOAN DOCUMENTS MODIFICATION AGREEMENTSecond Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS SECOND LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Second Amendment”) is made as of the 17th day of August, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTOLIO 50 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subs
FIRST LOAN DOCUMENTS MODIFICATION AGREEMENTFirst Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS FIRST LOAN DOCUMENTS MODIFICATION AGREEMENT (this “First Amendment”) is made as of the 8th day of June, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company (“Subsidiary Guarantor”; Individual Guarantor and Subsidiary Guarantor are each referred to herein individually and collectively as the context may require as
INTEREST ASSIGNMENT AGREEMENTInterest Assignment Agreement • April 27th, 2023 • ExchangeRight Income Fund
This Interest Assignment Agreement (this “Assignment”) is entered into as of ________ , _____ (the “Effective Date”), by and among EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company (“Assignor”), EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Assignee”), and EXCHANGERIGHT NLP ____ MASTER LESSEE, LLC, a Delaware limited liability company (the “Company”). Assignor and Assignee are sometimes individually referred to in this Assignment as a “Party” and collectively as the “Parties.”
SIXTH LOAN DOCUMENTS MODIFICATION AGREEMENTSixth Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS SIXTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Sixth Amendment”) is made as of the 15th day of November, 2022, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, and EXCHANGERIGHT NET-LEASED PORTFOLIO 56 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • April 27th, 2023 • ExchangeRight Income Fund • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) is entered into on February 28, 2019 (the “Effective Date”) by and between EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Operating Partnership”), and ER NET LEASED ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Manager”), with reference to the following facts:
PLEDGE AGREEMENTPledge Agreement • June 3rd, 2024 • ExchangeRight Income Fund • Real estate investment trusts • New York
THIS PLEDGE AGREEMENT, dated as of May 30, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), is entered into by and among ExchangeRight Income Fund Operating Partnership, LP, a limited partnership formed under the laws of the state of Delaware (the “Borrower”), the direct and indirect Subsidiaries of the Borrower listed on the signature pages hereof (together with the Borrower, each, a “Pledgor” and collectively, the “Pledgors”, which terms shall include any Person that becomes a Pledgor pursuant to Section 32 hereof), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Lenders (as defined below).
FOURTH LOAN DOCUMENTS MODIFICATION AGREEMENTFourth Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS FOURTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Fourth Amendment”) is made as of the 28th day of December, 2021, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 54 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each S
INDEMNITY AGREEMENTIndemnity Agreement • April 27th, 2023 • ExchangeRight Income Fund
This INDEMNITY AGREEMENT (“Agreement”), dated as of December 31, 2021 (the “Effective Date”) by and among EXCHANGERIGHT INCOME FUND, a Maryland statutory trust and EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a Delaware limited partnership (collectively, the “Indemnitor”) and EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, DAVID FISHER, an individual, JOSHUA UNGERECHT, an individual, and WARREN THOMAS, an individual (together with their respective permitted successors and assigns, collectively “Indemnitees” and individually an “Indemnitee”), with reference to the following facts:
AMENDED AND RESTATED UNCOMMITTED SENIOR REVOLVING SECURED LINE OF CREDIT AGREEMENTSubordination Agreement • April 27th, 2023 • ExchangeRight Income Fund • California
This Amended and Restated Uncommitted Senior Revolving Secured Line of Credit Agreement (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), is entered into between ExchangeRight Real Estate, LLC, a California limited liability company (“ExchangeRight”), and ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (“Lender”).
FIFTH LOAN DOCUMENTS MODIFICATION AGREEMENTFifth Loan Documents Modification Agreement • April 27th, 2023 • ExchangeRight Income Fund
THIS FIFTH LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Fifth Amendment”) is made as of the 4th day of February, 2022, by and between EXCHANGERIGHT REAL ESTATE, LLC, a California limited liability company, whose address is 1055 E. Colorado Boulevard, Suite 310 (“Borrower”), AMERIS BANK, a Georgia banking corporation, whose address is 3490 Piedmont Road N.E., Suite 750, Atlanta, Georgia 30305, Attn: Charles Markley (hereinafter referred to as “Lender”), DAVID FISHER, a Minnesota resident (“Fisher”), JOSHUA UNGERECHT, a California resident (“Ungerecht”), WARREN THOMAS, a California resident (“Thomas”; Thomas, Fisher and Ungerecht are each referred to herein individually and collectively as the context may require, an “Individual Guarantor”), EXCHANGERIGHT ESSENTIAL INCOME STRATEGY PROPERTIES 3, LLC, a Delaware limited liability company, EXCHANGERIGHT NET-LEASED PORTFOLIO 54 DST, a Delaware statutory trust (each of the foregoing a “Subsidiary Guarantor”; Individual Guarantor and each Subs
PARENT GUARANTYParent Guaranty • June 3rd, 2024 • ExchangeRight Income Fund • Real estate investment trusts • New York
THIS GUARANTY dated as of May 30, 2024 (this “Guaranty”) executed and delivered by ExchangeRight Income Fund, d/b/a ExchangeRight Essential Income REIT, a real estate investment trust formed under the laws of the state of Maryland (“Guarantor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the state of Delaware (the “Borrower”), the Guarantor, the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders and the Specified Derivatives Providers (the Administrative Agent, the Lend
EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP AMENDMENT TO CLASSIFY COMMON UNITS May 30, 2024ExchangeRight Income Fund • May 31st, 2024 • Real estate investment trusts
Pursuant to this Amendment to Classify Common Units (this “Amendment”), under a power contained in Section 4.3 of the Amended and Restated Limited Partnership Agreement (the “Base Agreement” and, as supplemented by this Amendment and as may otherwise be amended, supplemented or amended and restated from time to time, the “Partnership Agreement”) of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), ExchangeRight Income Fund, a Maryland statutory trust (the “General Partner”), acting in its capacity as the sole general partner of the Operating Partnership, classified and designated an unlimited number of Partnership Units as Class ER Common Units (each such Partnership Unit, a “Class ER Common Unit”) and Class A 721 Common Units (each such Partnership Unit, a “Class A 721 Common Unit”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 2023 • ExchangeRight Income Fund • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of , by and among ExchangeRight Net Leased Portfolio DST, a Delaware statutory trust (“DST”), and ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”).
PROPERTY MANAGEMENT AGREEMENTProperty Management Agreement • April 27th, 2023 • ExchangeRight Income Fund • Delaware
THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 28th day of February, 2019 (“Effective Date”), by and between EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having its principal office at 1055 E. Colorado Blvd., Suite 310, Pasadena, California 91106 (“Operating Partnership”), and ER NET LEASED PROPERTY MANAGEMENT, LLC, a Delaware limited liability company having its principal office at 1450 SW Vintage Pkwy, Ste. 250, Ankeny, IA 50023 (“Property Manager”).
REVOLVING NOTEExchangeRight Income Fund • June 3rd, 2024 • Real estate investment trusts
This Revolving Note is one of the “Revolving Notes” referred to in the Credit Agreement dated as of May 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, ExchangeRight Income Fund, d/b/a ExchangeRight Essential Income REIT, a real estate investment trust formed under the laws of the state of Maryland (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5. thereof, the Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Revolving Note upon the occurrence of certain events and for prepayments of Revolving Loans upon the terms and conditions specified therein.
