INTERIM MANAGEMENT AGREEMENT
THIS INTERIM MANAGEMENT AGREEMENT (this Agreement) is made as of June 2, 2019 by and between Spirit MTA REIT, a Maryland real estate investment trust (the Company), and Spirit Realty AM Corporation, a Delaware corporation (together with its permitted assignees, the Manager).
WHEREAS, the Company was spun-off from Spirit Realty Capital, Inc. pursuant to that certain that certain Separation and Distribution Agreement, dated as of May 21, 2018 (the SMTA Spin-Off);
WHEREAS, in connection with the SMTA Spin-Off, the Company and Spirit Realty, L.P. a Delaware limited partnership (SRLP), as manager, entered into that certain Asset Management Agreement, dated May 31, 2018 (the Asset Management Agreement), pursuant to which SRLP, as manager, agreed to provide certain management and other services to the Company;
WHEREAS, pursuant to the Assignment and Acceptance Agreement, dated April 1, 2019, SRLP assigned all of its rights and obligations under the Asset Management Agreement to Manager, however, SRLP continued to be liable to the Company for all errors and omissions of Manager;
WHEREAS, pursuant to that certain Equity Purchase Agreement, dated as of the date hereof (the Purchase Agreement), by and among the Company, SMTA Financing JV, LLC, an indirect wholly owned subsidiary of the Company, and Hospitality Properties Trust (Buyer), Buyer will, among other things, acquire all of the limited liability company interests of Banner NewCo LCC (Newco), a newly created direct subsidiary of Seller which, immediately prior to the closing of the transactions contemplated by the Purchase Agreement, will own all of the outstanding equity interests of each of the Acquired Companies (as defined in the Purchase Agreement);
WHEREAS, the Company and the Manager have entered into that certain Termination Agreement dated as of the date hereof, pursuant to which the Asset Management Agreement will terminate effective on the date of closing of the transactions contemplated by the Purchase Agreement (the Purchase Agreement Closing Date);
WHEREAS, following the Purchase Agreement Closing Date the Company intends to wind-down its affairs and to liquidate its assets (the Wind-Down);
WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of, or available to, the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth, on behalf of the Company, as provided in this Agreement effective as of the Purchase Agreement Closing Date in connection with the Wind-Down; and
WHEREAS, the Manager is willing to render such services on the terms and conditions hereinafter set forth.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1. DEFINITIONS.
The following terms have the meanings assigned to them:
AAA has the meaning set forth in Section 21 of this Agreement.