SRG 10-K & 10-Q changes, risk factors and insider trading

We have previously identified material weaknesses in our internal control over financial reporting whichand wesuch material weaknesses have sincenot yet been fully remediated. However,No inassurance thecan futurebe wemade might identifythat additional material weaknesses or significant deficiencies orwill not occur in the future. If we fail to maintain an effective system of internal controls, whichwe may cause us to not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common shares.stock.

Covenants in our Term Loan Facility may limit our operational flexibility and acertain covenant breachbreaches or defaultdefaults could adversely affect our business and financial condition.

On March 1, 2022, we announced that our Board of Trustees had commenced a process to review a broad range of strategic alternatives to enhance shareholder value. The Board of Trustees created a Special Committee to oversee the process. The strategic review process remains ongoing. The Company sought a shareholder vote to approve the Plan of Sale that would allow our boardBoard of Trustees to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company. The affirmative vote of at least two-thirds of all outstanding common shares of the Company was required to approve the Plan of Sale. The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, following our filing of a final proxy statement with the SEC on September 14, 2022. During the meeting, the Plan of Sale was approved by the shareholders.

Further, as we implement the Plan of Sale, it may dissuade parties that might have an interest in acquiring our Company as a whole by means of a merger transaction or otherwise from pursing such an acquisition and may also preclude other possible courses of action not yet identified by our Board.Board of Trustees. The strategic review process remains ongoing, and the Company remains open-minded to pursuing value-maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.

On November 20, 2024, the Operating Partnership, the Company, and Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”) entered into an amendment to the Term Loan Agreement pursuant to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that the Term Loan Facility may, at the Operating Partnership’s election, be extended for one year from July 31, 2025 (the “Maturity Date”) to July 31, 2026 if the Operating Partnership pays a two percent (2%) extension fee on the then outstanding principal amount as of the Maturity Date. IfOn July 28, 2025, the OperatingCompany Partnershipexercised exercisesits extension option and on July 30, 2025, the Company paid a 2% extension option,fee allequal to $4.0 million extending the maturity date to July 31, 2026. The Company also paid an incremental facility fee of $4.0 million. All other terms under the Term Loan Agreement shall remain unchanged during the extension period including the interest rate and the incremental facility fee in accordance with the Term Loan Agreement. See Note 6 - Debt of the Notes to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

As of March 31, 2025,2026, the Company has one asset owned by our consolidated joint venture under contract to sell for anticipated proceeds of $14.0 million and is currently negotiating definitive purchase and sale agreements of approximately $70.0$11.0 million. The Company continues to use the proceeds from sold assets to further reduce the outstanding balance of the Term Loan Facility. See Note 1— Going Concern of the Notes to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of the going concern.

We have previously identified material weaknesses in our internal control over financial reporting,reporting whichand wesuch material weaknesses have sincenot yet been fully remediated. However,No inassurance thecan futurebe wemade might identifythat additional material weaknesses or significant deficiencies orwill not occur in the future. If we fail to maintain an effective system of internal controls, whichwe may cause us to not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common shares.stock.

There can be no assurance that similar control issues will not be identified in the future. If we are unable to remediate successfully our existing material weaknesses or if any other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

ManyMost of the properties in our portfolio are subject to use restrictions and/or operational requirements imposed pursuant to ground leases, restrictive covenants or conditions, reciprocal easement agreements or operating agreements (collectively, “Property Restrictions”) that could adversely affect our ability to redevelop the properties or lease space to third parties or sell the properties. Such Property Restrictions could include, for example, limitations on alterations, changes, expansions, or reconfiguration of properties; limitations on use of properties, including for retail uses only; limitations affecting parking requirements; restrictions on exterior or interior signage or facades; or access to an adjoining mall, among other things. In certain cases, consent of the other party or parties to such agreements may be required when altering, reconfiguring, expanding, redeveloping or re-leasing properties. Failure to secure such consents when necessary may harm our ability to execute leasing, redevelopment or expansion strategies, which could adversely affect our business, financial condition or results of operations. In certain cases, a third party may have a purchase option or right of first refusal or right of first offer that is activated by a sale or transfer of the property, or a change in use or operations, including a closing of the Sears operation or cessation of business operations, on the encumbered property. These restrictions may impact our ability to sell assets as contemplated in the Plan of Sale. From time to time, we have been involved in disputes or legal proceedings relating to such Property Restrictions, which may result in the incurrence of legal costs and diversion of management resources to resolve.

although interest rates started to decline in 2025, interest and credit spreads remained high throughout 2024,2025, whichand high interest rates and credit spreads could negatively impact potential buyers’ ability to purchase our properties;

While manymost of our existing leases require, and any new lease agreements are expected to require, that comprehensive general insurance and hazard insurance be maintained by the tenants with respect to their premises, and we have obtained casualty insurance with respect to the vast majority of our properties other than certain vacant properties and development land sites, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, that may be uninsurable or not economically insurable. Insurance coverage (net of deductibles) may not be effective or be sufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building and zoning codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to restore or replace the property after such property has been damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property or to comply with the requirements of our mortgages and Property Restrictions. Moreover, the holders of any mortgage indebtedness may require some or all property insurance proceeds to be applied to reduce such indebtedness, rather than being made available for property restoration.

Our business depends, to a meaningful extent, upon the continued services of our management team and, more broadly, our employees generally. Our executives have substantial experience in our industry. During 2023, in an effort to continue to incentivizeindustry and retain our management team, we amended thehave employment agreement with Ms. Andrea Olshan and extended and revised the retention agreements with Mr.each Matthewexecutive Fernandwhich andmay Mr.be Ericamended Dinenberg.from time to time. The amended agreements are structured generally to incentivize the executives to remain employed until the Plan of Sale has been fully, or nearly fully, completed, but each of these executives could elect to terminate their respective agreements at any time. Notwithstanding, the loss of services of one or more members of our management team, or our failure to retain talented employees generally could harm our business and our prospects and could adversely affect the Plan of Sale. Additionally, we have engaged third-party contractors and consultants to handle certain of our day-to-day functions, including accounting and finance, and to assist us in the Plan of Sale. The contractual arrangements governing these services can be terminated by either party upon advance notice and may not be as effective in providing direct control over the Plan of Sale. Any third-party contractor and consultant agreement terminations may adversely affect the Plan of Sale. Third-partiesThird parties may fail to take actions required for our Plan of Sale despite their contractual obligation to do so. If the third-party advisors fail to perform under their agreements with us, we may have to rely on legal remedies under the law, which may not be effective. In addition, the termination of third-party contractors who oversee the accounting and finance functions could impact internal controls over financial reporting.

We are involved in legal proceedings related to various matters, including securities and derivative litigation, and may become involved in other legal proceedings that arise from time to time in the future. For example, as discussed further in Note 9 – Commitments and Contingencies to consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K, (a) on July 1, 2024, a purported shareholder of the Company filed a class action lawsuit alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets, and (b) on or around January 15, 2025 and2025, January 20, 2025 and May 8, 2025, twothree derivative lawsuits alleging the same or similar claimed acts and omissions was filed against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees. The securities complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. Each of the derivative complaints seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. One of the derivative complaints also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. The Company intends to vigorously defend itself against the allegations in these lawsuits but there can be no assurance as to the outcomes of these proceedings. An unfavorable outcome in these lawsuits or in other legal proceedings may have a material effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. The 119th Congress and President Trump have announced plans to make significant changes to the Code. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.

Prior to our adoption of the Plan of Sale, we were principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of December 31, 2024,2025, our portfolio consisted of interests in 1710 properties comprised of approximately 1.70.8 million square feet of GLA or build-to-suit leased area and 274156 acres of land. The portfolio encompasses 10five wholly ownedconsolidated properties consisting of approximately 0.90.3 million square feet of GLA and 16671 acres and sevenfive unconsolidated entities consisting of approximately 0.80.5 million square feet of GLA and 10885 acres.

On March 1, 2022, the Company announced that its Board of Trustees has commenced a process to review a broad range of strategic alternatives to enhance shareholder value. The Board of Trustees created a special committee of the Board of Trustees (the “Special Committee”) to oversee the process. The Special Committee retained Barclays as its financial advisor from March 2022 to August 2023 to assist with the strategic review. The Company sought a shareholder vote to approve a proposed plan of sale of our assets and dissolution (the “Plan of Sale”) that would allow our boardBoard of Trustees to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company.

During the year ended December 31, 2024,2025, the Company sold 13five wholly owned assets, generating gross proceeds of $163.5$222.6 million and monetized two unconsolidated properties for an additional $14.9 million, or $10.8$8.1 million at share, of gross proceeds.

The Company assessed the impact of the natural disasters that occurred during the year ended December 31, 20242025 and determined that natural disasters did not have a material impact on our operating results or financial position. The wildfires in Los Angeles, CA that occurred in January 2025 did not have a material impact on our operating results or financial condition but could create a delay in our ability to sell the Santa Monica asset. The Company did not experience interruptions in rental payments related to natural disasters nor has it incurred material capital expenditures to repair any property damage. As a result of changes to weather patterns caused by climate change, our properties could experience increased storm intensity and other natural disasters in future periods and, as such, we cannot provide assurance that natural disasters will not have a material impact on our financial condition, results of operations or cash flows over the foreseeable future.

In-place retail tenants rentalRental income decreasedincreased $13.9by $0.5 million duringfor 2024the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase is primarily due to propertylease sales.up at the Aventura, FL property. The decreaseincrease was partially offset by ana increasedecrease of $2.3 million in rental income fromdue theto Aventura,property FL property.sales.

The decrease of $4.9$2.4 million in property operating expense for the year ended December 31, 20242025 was primarily due primarily to decreasesa ofdecrease $7.5in $1.5 million of operatingcommon expensesarea maintenance costs and $0.8 million of insurance expense related to assetsold salesproperties, whichas waswell partiallyas offset by increases of demolition costs of $0.6 million and $1.5 millionsavings in insuranceutilities expense.expenses.

During the year ended December 31, 2024, the Company expensed costs that were previously capitalized in construction in progress on account of a tenant that defaulted on its lease prior to opening and predevelopment costs on a property which the Company is not currently pursuing entitlements. There were no abandoned project costs in 2025.

The decrease of $1.4$6.8 million in depreciation and amortization expenses for the year ended December 31, 20242025 was due primarily to a $3.9 million decrease due to property sales which was partially offset by $1.5 million in depreciation related to moving a property out of held for sale.sale in 2024.

General and administrative expenses consist of personnel costs, including share-based compensation,compensation and third party consulting fees, professional fees, office expenses and overhead expenses.

The decreaseincrease of $16.0$1.9 million for the year ended December 31, 20242025 was primarily driven by aan decreaseincrease in severance expense of $14.2$6.7 millionmillion, relatedpartially tooffset third-partyby consulting fees utilized to execute the Plan of Sale as well as a decrease of $2.8 milliondecreases in personnel costs.costs of $4.8 million.

During the year ended December 31, 2024,2025, the Company sold 13five properties for aggregate consideration of $163.5$222.6 million and recorded a gain totaling $10.7$20.3 million.

During the year ended December 31, 2024,2025, the Company sold its interest in one unconsolidated property and recorded a gainloss of $2.0$1.4 million.

During the year ended December 31, 2023,2024, the Company sold its interest in eightone unconsolidated properties,property, and recorded a gain totalingof $6.4$2.0 million.

During the year ended December 31, 2024, the Company recognized $1.7 million impairment of real estate assets as a result of the Company accepting offers below book value on three properties and an $85.8 million impairment of real estate assets on the Company's development property in Aventura, FL due to negotiations for rent relief with existing tenants that began during the second quarter of 2024 which triggered the need for an impairment analysis pursuant to ASC 360, Property, Plant and Equipment. The Company determined the fair value of this property by applying a discount to projected cash flows over the estimated hold period. During the year ended December 31, 2023, the Company recognized $107.0 million of impairment losses as a result of recognizing an impairment on the Company's development property in Aventura, FL, which is included within the condensed consolidated statements of operations Equity in Loss of Unconsolidated Entities During the year ended December 31, 2024, the Company recorded $3.2 million of loss from investments in unconsolidated entities primarily due to $2.6 million of loss on the sale of one of the underlying properties. During the year ended December 31, 2023, the Company recorded $55.9 million of loss from investments in unconsolidated entities primarily due to impairment charges of $70.8 million and $41.9 million recorded on two underlying investments resulting in the Company picking up its share of these impairments of $35.4 million and $5.5 million, respectively, and an $11.7 million other-than-temporary impairment charge recorded against three other investments.

Interest and Other Income (Expense), Net

The decrease of $19.6$4.7 million in interest expense for the year ended December 31, 20242025 was driven by partial Term Loan Facility pay downs.downs, partially offset by an increase in amortization expense of deferred financing costs.

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund Obligations incurred during the year ended December 31, 20242025 and the Company recorded net operating cash outflows of $53.5$34.9 million. Additionally, the Company generated net investing cash inflows of $126.9$198.5 million during the year ended December 31, 2024,2025, which were driven by asset sales and partially offset by development expenditures and recorded financing cash outflows of $125.3 million, primarily due to partial repayments of the Term Loan Facility.expenditures.

Unconsolidated Properties. As of December 31, 2024, weWe had contributed interests in 12 properties to unconsolidated entities, which generated approximately $242.4 million of gross proceeds sincefrom July 2017.2017 through December 31, 2025. In addition to generating liquidity upon closing, these entities also reduce our development expenditures by the amount of our partners’ interests in the unconsolidated entities.

Subsequent to Decemberyear 31, 2024,end we sold onean assetinterest forin grossan proceedsunconsolidated property and received a distribution of $29.9$5.7 million. As of March 31, 2025,2026, we had one asset owned by our consolidated joint venture under contract for sale subject to customary due diligencesell for total anticipated proceeds of $14.0$11.0 million and ismillion, subject to buyer diligence and closing conditions.

Term Loan Facility / Incremental Funding Facility

OnAs previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on theJuly maturity31, date of the Term Loan2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $400 million incremental funding facility under the Term Loan Agreement. The Company has paid all interest due under the Term Loan Agreement and has not deferred any interest as permitted under the Term Loan Amendment.

Additionally, the Term Loan Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Agreement. The Third Term Loan Amendment (as defined in Note 6 – Debt of the Notes to the condensed consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K) executed on June 16, 2022 provided exceptions to this right.

AsDuring ofthe year ended December 31, 2024,2025, we repaid $190.0 million against the Company has paid down $1.36 billion towards the Term Loan’s unpaid principal balance. The aggregate principal amount outstanding underof the Term Loan FacilityFacility. Our outstanding balance as of December 31, 20242025 wasis $240.0$50.0 million.

The Company’s Board of Trustees also declared the following dividends on the Company’s Series A Preferred Shares during 2025,2026, 20242025 and 20232024:

Prior to our adoption of the Plan of Sale, we were principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of MarchJune 31,30, 2026, our portfolio consisted of interests in 10nine properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 154139 acres of land. The portfolio encompasses fivefour consolidated properties consisting of approximately 0.3 million square feet of GLA and 7156 acres and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 83 acres.

ForWe did not recognize any impairment losses for the three months ended MarchJune 31,30, 2026. For the six months ended June 30, 2026, we recognized a total of $15.2 million of impairment losses,losses due to a marketed process that resulted in receiving offers below carrying value, which are included in impairment of real estate assets within the condensed consolidated statements of operations. In addition, we recognized $5.2 million in other-than-temporary impairment losses on our investments in unconsolidated entities during the threesix months ended MarchJune 31,30, 2026, which is included in equity in income (loss) of unconsolidated entities within the condensed consolidated statements of operations. We continue to evaluate our portfolio, including our development plans, hold periods and, if applicable, offers received, which may result in additional impairments in future periods on our consolidated properties and investments in unconsolidated entities.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025 (in thousands):

Real estate taxes decreased by approximately $0.6$0.3 million for the three months ended June 30, 2026 due to property sales.

The decrease of $1.7 million in depreciation and amortization expenses for the three months ended MarchJune 31,30, 2026 was primarily due to property sales.

The decrease of $10.4$1.1 million for the three months ended MarchJune 31,30, 2026 was primarily driven by a $9.8decrease of $0.5 million decrease in personnel expense, including $6.5 million of severance expense; a decrease ofcosts, $0.4 million ofin office rent and ground rent, and a decrease of $0.2 million ofin legal fees.

Gain on Sale of Real Estate, NetEstate

There were no sales during the three months ended March 31, 2026. During the three months ended MarchJune 31,30, 2025,2026, the Companycompany sold one property for $29.6$11.0 million and recorded a gain totaling $35.2 thousand, which is included in the gain on sale totalingof $6.9real million.estate within the condensed consolidated statements of operations.

ThereThe wereCompany nodid impairmentsnot recordedrecognize any impairment charges during the three months ended MarchJune 31,30, 2025.2026.

For the three months ended MarchJune 31,30, 2026, interest and other income (expense), net decreasedincreased by $0.5$92.0 millionthousand primarily due to large legal refunds partially offset by a decrease in interest income as a result of maintaining lower cash balances.

The decrease of $2.3$2.2 million in interest expense for the three months ended MarchJune 31,30, 2026 was driven by the partial Term Loan Facility pay downspaydowns subsequent to MarchJune 31,30, 2025, partially offset by an increase in amortization expense of deferred financing costs.

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund Obligations during the threesix months ended MarchJune 31,30, 2026 and the Company recorded net operating cash outflows of $5.7$7.3 million. Additionally, the Company generated net investing cash inflows of $3.4$12.0 million during the threesix months ended MarchJune 31,30, 2026, which were driven by distributions from unconsolidated entities and sales of real estate partially offset by development expenditures and investments in unconsolidated entities.

Obligations are projected to continue to exceed property rental income and we expect to fund such Obligations and any development expenditures with cash on hand and a combination of capital sources including, but not limited to, sales of Consolidated Properties, sales of interests in Unconsolidated Properties and potential financing transactions, subject to any approvals that may be required under the Termloan Loan Agreement.agreements. Below is our sales activity since we began our capital recycling program:

From the approval of the Plan of Sale on October 24, 2022 through MarchJune 31,30, 2026, we sold 9495 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $1.2$1.3 billion of gross proceeds.

From the approval of the Plan of Sale on October 24, 2022 through MarchJune 31,30, 2026, we sold our interests in 12 Unconsolidated Properties and generated approximately $159.6$165.3 million of gross proceeds.

Unconsolidated Properties. We had contributed interests in 12 properties to unconsolidated entities, which generated approximately $242.4 million of gross proceeds from July 2017 through MarchJune 31,30, 2026. In addition to generating liquidity upon closing, these entities also reduce our development expenditures by the amount of our partners’ interests in the unconsolidated entities.

As previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permitspermitted the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) iswas equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership iswas obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shallshould not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shallshould accrue interest at 2.0% in excess of the then applicable interest rate and shallshould be due and payable on July 31, 2023; provided, that the Operating Partnership iswas required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest iswas a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement (the “Incremental Funding Facility”).