| | The information in Items 2, 3 and 6 of this Schedule 13D is incorporated herein by reference.
Each Other Reporting Person holds the Trust Certificates for investment purposes. The Reporting Person and/or the Other Reporting Persons intend to review on a continuing basis the investments in the Issuer by each of the Other Reporting Persons. Each Other Reporting Person may seek to sell or otherwise dispose of some or all of the Issuer's securities from time to time, and/or may seek to acquire additional securities of the Issuer from time to time, in each case, in open market or private transactions, block sales or otherwise.
Any acquisition or disposition of Issuer securities that each Other Reporting Person may pursue will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to such Other Reporting Person, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Other Reporting Person or by the Reporting Person.
The Reporting Person and/or the Other Reporting Persons intend to assess the merits, limitations and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties pursuant to the Purchase and Sale Agreement referenced in the Trust's Current Report on Form 8K filed September 8, 2025, as amended as of such date (the "PSA"), and to consider alternatives thereto. The Reporting Person and/or each Other Reporting Person may take such other actions with respect to such Other Reporting Person's investment in the Issuer as it or they may deem appropriate including, without limitation, continuing to engage in communications with, and sharing ideas, perspectives and feedback with the Issuer (including through the manager or trustee of the Issuer), its or their respective representatives, other holders or prospective holders of Trust Certificates, material contract counterparties, industry participants, financing sources and/or other relevant third parties, in each case regarding the Issuer and its business, properties, operations, management, capitalization, corporate structure and/or financing alternatives.
On October 6, 2025, each Other Reporting Person (on its own behalf and as holder of Issuer securities) delivered a written direction to the Trustee under Section 1.04, Section 6.09(b) and Section 9.02(a) of the Trust Agreement, directing the Trustee as follows: (i) not to, and to direct the Manager not to, amend, modify, supplement or waive any provision of the PSA (including, without limitation, any such amendment, modification or supplement that would reduce the amount of, or change the form of, the consideration to be received by the Trust) or otherwise agree to any of the foregoing without the consent of Majority Certificateholders; (ii) not to, and to direct the Manager not to: (1) extend, or permit any extension of, any closing date for the sale contemplated in the PSA; (2) further extend any closing date beyond the earliest date on which the Trust is currently entitled to terminate the PSA pursuant to its terms; or (3) take any other action that would have the effect of further delaying the closing under the PSA, in all cases without the consent of Majority Certificateholders; and (iii) to take any other action necessary or appropriate under the Trust Transaction Documentation to give effect to the preceding clauses (i) and (ii), including, without limitation, effecting any necessary or appropriate amendment, supplement or modification to such documents. Capitalized terms not otherwise defined in this Item 4 have the meaning assigned thereto in the Amended and Restated Pass Through Trust Agreement of the Trust, dated as of January 30, 2021, as amended.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans. Notwithstanding the foregoing, no disclosure under this Item 4 should be construed as an intent, or reservation of right, to engage in a control transaction, or any contested solicitation for the election of directors.
The Reporting Person does not seek directly or indirectly, either on its own or another's behalf, the power to act as proxy for any Trust security holder, and is not requesting or accepting any form of revocation, abstention, consent or authorization from any security holder.
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