ADOPTION AGREEMENT TO THE
Exhibit 99(k)(2)
ADOPTION AGREEMENT TO THE
AGENCY AGREEMENT AND THE
ANCILLARY AGREEMENTS SET FORTH THEREIN
This Adoption Agreement, dated as of January 19, 2017 (this “Adoption Agreement”), by and among DST SYSTEMS, INC. (“DST”), a Delaware corporation, having its principal place of business at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, DST TECHNOLOGIES, INC., a Missouri corporation, having its principal place of business at 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("DSTT") XXXXXXX CAPITAL CORPORATION, a corporation organized and existing under the laws of the State of California having its principal place of business at 0000 X. Xxxxx Xxx., Xx Xxxxxxx, Xxxxxxxxxx 00000 (the "Sponsor"), as sponsor and the various entities set forth on Exhibit A, attached hereto, as amended from time to time (each such entity hereinafter jointly and severally referred to as "Trust").
WHEREAS, DST and Sponsor (on behalf of Xxxxxxx-American Healthcare REIT II, Inc.) originally entered into that certain Agency Agreement, dated as of January 6, 2012 (including all amendments and addendums thereto, the “Agency Agreement”).
WHEREAS, DST, DSTT, and Sponsor (on behalf of the Trusts) entered into certain Ancillary Agreements listed in Schedule I to this Adoption Agreement (the "Ancillary Agreements", and together with the Agency Agreement, the "Agreements.")
WHEREAS, the parties wish to amend the Agreements to add Xxxxxxx Institutional Access Credit Fund (“Additional Product”) as a party to the Agreements and provide that all of the share classes of Additional Product, as forth on Exhibit A, including any future share classes of Additional Product (provided DST is given prior written notice thereof) shall be covered by the Agreements.
NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:
A. The Additional Product hereby agrees to become a party to the Agreements and to be bound by all terms and conditions of the Agreements as a “Trust” (as such term is defined in the Agreements), including all applicable representations and warranties. The Additional Product acknowledges receipt of a copy of the Agreements.
B. The undersigned parties below hereby agree to accept the Additional Product as a party to the Agreements and agree that Additional Product shall have all such rights, entitlements and applicable obligations as a “Trust” as set forth in the Agreements.
C. Exhibit A to the Agency Agreement is hereby amended to add Additional Product as set forth herein. The amended Exhibit A is attached to this Adoption Agreement for reference.
Exhibit 99(k)(2)
D. Schedule I to the Agency Agreement is hereby amended as set forth herein. The amended Schedule I is attached to this Adoption Agreement for reference.
D. Except as specifically set forth herein, all other terms and conditions of the Agreements shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Agreements and the terms of this Adoption Agreement with regard to the subject matter hereof, the terms of this Adoption Agreement shall control.
E. This Adoption Agreement may be executed by the parties hereto on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Adoption Agreement to be executed as of the day and year first above written by their respective duly authorized officers.
DST SYSTEMS, INC.
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DST TECHNOLOGIES, INC.
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By:
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/s/ Xxxxxxxxxxx X. Xxxx
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By:
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/s/ Xxxx Xxxxxx
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Print:
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Xxxxxxxxxxx X. Xxxx
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Print:
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Xxxx Xxxxxx
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Title:
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Officer
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Title:
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Vice President
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Date:
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1/11/2017
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Date:
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1/11/2017
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XXXXXXX CAPITAL CORPORATION
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XXXXXXX CAPITAL ESSENTIAL ASSET REIT, INC.
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By:
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/s/ Xxxxx X. Xxxxxxx
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By:
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/s/ Xxxxx X. Xxxxxxx
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Print:
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Xxxxx X. Xxxxxxx
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Print:
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Xxxxx X. Xxxxxxx
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Title:
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Chief Executive Officer
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Title:
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Chief Executive Officer
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Date:
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1/10/2017
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Date:
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1/10/2017
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XXXXXXX INSTITUTIONAL ACCESS REAL ESTATE FUND
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XXXXXXX-BENEFIT STREET PARTNERS BDC CORP.
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By:
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/s/ Xxxxxx X. Xxxxxx
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By:
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/s/ Xxxxx X. Xxxxxxx
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Print:
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Xxxxxx X. Xxxxxx
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Print:
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Xxxxx X. Xxxxxxx
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Title:
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Vice President and Assistant Secretary
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Title:
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Chief Executive Officer
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Date:
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1/10/2017
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Date:
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1/10/2017
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Exhibit 99(k)(2)
XXXXXXX-AMERICAN HEALTHCARE REIT III, INC.
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XXXXXXX-AMERICAN HEALTHCARE REIT 4, INC.
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By:
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/s/ Xxxx Xxxxxx
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By:
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/s/ Xxxx Xxxxxx
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Print:
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Xxxx Xxxxxx
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Print:
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Xxxx Xxxxxx
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Title:
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Chief Executive Officer
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Title:
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Chief Executive Officer
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Date:
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1/10/2017
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Date:
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1/10/2017
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XXXXXXX CAPITAL ESSENTIAL ASSET REIT II, INC.
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XXXXXXX INSTITUTIONAL ACCESS CREDIT FUND
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By:
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/s/ Xxxxx X. Xxxxxxx
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By:
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/s/ Xxxxxx X. Xxxxxx
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Print:
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Xxxxx X. Xxxxxxx
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Print:
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Xxxxxx X. Xxxxxx
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Title:
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Chief Executive Officer
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Title:
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Vice President and Assistant Secretary
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Date:
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1/10/2017
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Date:
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1/10/2017
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EXHIBIT A, p.1
LIST OF TRUST
Name:
Xxxxxxx Capital Essential Asset REIT, Inc.
Xxxxxxx Capital Essential Asset REIT II, Inc.
Xxxxxxx Institutional Access Real Estate Fund
Xxxxxxx-Benefit Street Partners BDC Corp.
Xxxxxxx-American Healthcare REIT III, Inc.
Xxxxxxx-American Healthcare REIT 4, Inc.
Xxxxxxx Institutional Access Credit Fund
SCHEDULE I
ANCILLARY AGREEMENTS
1. |
Master Agreement for DST FAN Mail Services TA2000 - dated as of January 6, 2012 between DST Systems, Inc. and Xxxxxxx Capital Corporation.
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2. |
Master Agreement for DST FAN Services - REITS - dated as of January 6, 2012 between DST Systems, Inc. and Xxxxxxx Capital Corporation.
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3. |
Master Agreement for DST Salesconnect Agreement - dated as of January 6, 2012 between DST Systems, Inc. and Xxxxxxx Capital Corporation.
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4. |
License Agreement - Short Form dated as of January 13, 2012 between DST Technologies, Inc. and Xxxxxxx Capital Corporation.
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