Item 1.01. Entry into a Material Definitive Agreement.

On August 22, 2022, the Operating Partnership entered into an unsecured term loan agreement with the parties named therein (the "Term Loan Agreement"). The Term Loan Agreement provides for an initial aggregate amount of $800.0 million comprised of a $300.0 million three-year tranche with a maturity date of August 22, 2025 and a $500.0 million five-year tranche with a maturity date of August 20, 2027. The Term Loan Agreement also includes an accordion feature to increase the available term loans in the aggregate amount of $200.0 million (such that the term loans shall not exceed $1.0 billion), subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Term Loan Agreement provides that the term loans will bear interest, at the Operating Partnership's option, at the rate of either (x) a term rate benchmark plus an applicable margin ranging from 80 to 160 basis points depending on the Operating Partnership's credit rating, or (y) base rate plus an applicable margin ranging from 0 to 60 basis points depending on the Operating Partnership's credit rating; provided that upon the achievement of a certain leverage ratio, so long as the credit rating is not lower than BBB/Baa2, the applicable margins will be based on the credit rating of BBB+/Baa1/BBB+.

The Operating Partnership is required to comply with the following financial covenants under the Term Loan Agreement:



  •   Maximum total debt to total asset value ratio not to exceed 0.60:1.00;



  •   Ratio of Adjusted EBITDA to fixed charges ratio not less than 1.50:1.00;



  •   Maximum secured debt to total asset value ratio not to exceed 0.40:1.00;



     •    Ratio of unencumbered NOI to unsecured interest expense not less than
          1.75:1.00; and



     •    Maximum unsecured debt to unencumbered asset value ratio not to exceed
          0.60:1.00.

The Term Loan Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of the Company to pay dividends and enter into certain transactions. A breach of such covenants or any other event of default would entitle the administrative agent to accelerate the Operating Partnership's debt obligations.

In connection with the Term Loan Agreement, the Company entered into a guaranty (the "Guaranty") pursuant to which it has absolutely, irrevocably and unconditionally guaranteed to the administrative agent for the benefit of the lenders party to the Term Loan Agreement, the payment and performance of the obligations of the Operating Partnership under the Term Loan Agreement as and when due and payable.

The foregoing descriptions of the Term Loan Agreement and the Guaranty are only summaries and are qualified in their entirety by reference to the full text of the Term Loan Agreement and the Guaranty, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 22, 2022, the Company issued a press release announcing its entry into the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the company or the operating partnership under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
  No.      Exhibit Description

10.1†        Term Loan Agreement dated as of August 22, 2022

10.2         Guaranty dated as of August 22, 2022

99.1         Press Release Dated August 22, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain of the exhibits and schedules to this Exhibit have been omitted in

accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish

a copy of all omitted exhibits and schedules to the SEC upon its request.

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