UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

October 22, 2018
Date of Report (Date of earliest event reported)


STORE Capital Corporation
(Exact name of registrant as specified in its charter)


Maryland
001-36739
45-2280254
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

8377 East Hartford Drive, Suite 100
Scottsdale, AZ
 
85255
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (480) 256-1100


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.
Entry into a Material Definitive Agreement .

On October 22, 2018, STORE Capital Corporation, a Maryland corporation (the “Company”), completed the issuance of $626,000,000 aggregate principal amount of STORE Master Funding Net-Lease Mortgage Notes, Series 2018-1 (the “Notes”) by STORE Master Funding I, LLC; STORE Master Funding II, LLC; STORE Master Funding III, LLC; STORE Master Funding IV, LLC; STORE Master Funding V, LLC; STORE Master Funding VI, LLC; and STORE Master Funding VII, LLC (together, the “Issuers”).  Each of the Issuers is a Delaware limited liability company and a wholly owned, special purpose bankruptcy-remote, indirect subsidiary of the Company.  Notes in the aggregate principal amount of $592,000,000 were issued to qualified institutional investors (the “Class A Notes”).  The remaining Notes, in the principal amount of $34,000,000, were issued to an affiliate of the Company (the “Class B Notes”).

The Company and the Issuers entered into a Note Purchase Agreement (the “Purchase Agreement”) with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (together, the “Initial Purchasers”), pursuant to which the Issuers sold the Class A Notes to the Initial Purchasers in reliance on certain exemptions from registration under the Securities Act of 1933, as amended (the “Act”) and upon certain representations and warranties made by the Initial Purchasers in the Purchase Agreement. T he Purchase Agreement also contained customary representations, warranties and agreements by the Compa ny and the Issuers.

The Notes

The Notes were issued in five classes: (i) Class A-1 (AAA), (ii), Class A-2 (AAA), (iii) Class A-3 (A+), (iv) Class A-4 (A+), and (v) Class B (BBB), with such classes bearing the following initial principal amounts, annual interest rates, anticipated repayment dates, and Standard & Poor’s ratings, respectively:

Class
   
Initial Principal Balance
   
Note Rate
 
Anticipated
Repayment Date
Rating
(S&P)
A-1 (AAA)
   
$
150,000,000
     
3.96 %

October 2024
AAA(sf)
A-2 (AAA)
   
$
228,000,000
     
4.29 %

October 2027
AAA(sf)
A-3 (A +)

 
$
50,000,000
     
4.40 %

October 2024
A+(sf)
A-4 (A +)

 
$
164,000,000
     
4.74 %

October 2027
A+(sf)
B (BBB)
   
$
34,000,000
     
5.72 %

October 2027
BBB(sf)

The Company and the Issuers intend to use the net proceeds from the sale of the Class A Notes to refinance or repay certain indebtedness, fund certain reserves, pay fees and expenses related to the issuance and fund other general corporate purposes.  The Class B Notes are being retained by an affiliate of the Company and some or all of them may be sold in the future.

Indenture and Indenture Supplement

The Notes were issued pursuant to the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018 (the “Indenture”), among the Issuers and Citibank, N.A. (the “Indenture Trustee”) and are governed by the Series 2018-1 Supplement to the Indenture entered into by the Issuers and the Indenture Trustee as of October 22, 2018 (the “Indenture Supplement”).  From time to time and subject to certain conditions, the Issuers and/or any special purpose, bankruptcy-remote affiliate of the Issuers (each, a “Co-Issuer”) may issue additional series of notes pursuant to the Indenture and any applicable series supplement thereto. The Notes and any additional series of notes will be payable solely from and secured by a security interest in the assets of the Issuers and any Co-Issuer.

Under the Indenture, the Notes are subject to events of default that generally are customary in nature for rated net-lease mortgage securitizations of this type, including (a) the non-payment of interest or principal, (b) material violations of covenants, (c) material breaches of representations and warranties and (d) certain bankruptcy events. The Notes are subject to early amortization events that generally are customary in nature for rated net-lease mortgage securitizations of this type, including (i) the average cash flow coverage ratio falling below certain levels, (ii) the occurrence of an event of default and (iii) the failure by the Issuers to repay any class of notes in full prior to the anticipated repayment date for such class of notes. The occurrence of an early amortization event or an event of default could result in the early amortization of the Notes and the occurrence of an event of default could, in certain instances, result in the liquidation of the collateral securing the Notes.

Property Management and Services Agreement

In connection with the issuance of the Notes, the Company also has entered into the Fifth Amended and Restated Property Management and Servicing Agreement, dated October 22, 2018 (the “Property Management Agreement”), among the Company, the Issuers, the Indenture Trustee and KeyBank National Association (“KeyBank”).  Under the Property Management Agreement, the Company serves as the property manager and special servicer and is responsible for servicing and administering the assets securing the Notes. KeyBank acts as the back-up manager and sub-manager and, among other things, is responsible for collecting and remitting monthly lease payments and other amounts to the Indenture Trustee on behalf of the Company.

The Issuers are subject to certain restrictive covenants under the Property Management Agreement and the Indenture including with respect to the types of business they may conduct and other customary covenants for a bankruptcy-remote special purpose entity. The Property Management Agreement and the Indenture permit the Issuers to substitute real estate collateral from time to time for assets securing the Notes subject to certain conditions and limitations. The Property Management Agreement requires the Company to make reimbursable advances of principal and interest in respect of the Notes and reimbursable servicing advances in respect of the collateral under certain circumstances.

The foregoing description in this Item 1.01 is only a summary of certain provisions of the transaction described above and is qualified in its entirety by the terms of the Indenture, the Indenture Supplement and the Property Management Agreement, which are attached to this Report as Exhibits 4.1, 4.2 and 10.1, respectively, and 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 disclosure set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03 as if fully set forth herein.

Item 9.01.
Financial Statements and Exhibits.

  (d)
Exhibits.

Exhibit
Number
 
Description
     
 
Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, by and among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, and STORE Master Funding VII, LLC, each a Delaware limited liability company, collectively as issuers, and Citibank, N.A., as indenture trustee, relating to Net-Lease Mortgage Notes.
     
 
Series 2018-1 Indenture Supplement, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, and STORE Master Funding VII, LLC, each a Delaware limited liability company, and Citibank, N.A., as indenture trustee.
     
 
Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, and STORE Master Funding VII, LLC, each a Delaware limited liability company, STORE Capital Corporation, a Maryland corporation, as property manager and special servicer, and KeyBank National Association, as back-up manager.
     
 
Press release dated October 23, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
STORE Capital Corporation
   
Dated: October 23, 2018
 
 
By:
/s/ Michael T. Bennett
   
Michael T. Bennett
   
Executive Vice President-General Counsel


Exhibit 4.1

EXECUTION VERSION

SIXTH AMENDED AND RESTATED MASTER INDENTURE

Dated as of October 22, 2018


AMONG

STORE MASTER FUNDING I, LLC,
as an Issuer,

STORE MASTER FUNDING II, LLC,
as an Issuer,

STORE MASTER FUNDING III, LLC,
as an Issuer,

STORE MASTER FUNDING IV, LLC,
as an Issuer,

STORE MASTER FUNDING V, LLC,
as an Issuer,

STORE MASTER FUNDING VI, LLC,
as an Issuer,

STORE MASTER FUNDING VII, LLC,
as an Issuer,

AND

CITIBANK, N.A.,
as Indenture Trustee

NET-LEASE MORTGAGE NOTES

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
4
   
 
Section 1.01
Definitions
4
 
Section 1.02
Rules of Construction
27
       
 
ARTICLE II THE NOTES
28
     
 
Section 2.01
Forms; Denominations
28
 
Section 2.02
Execution, Authentication, Delivery and Dating
29
 
Section 2.03
Reserved.
30
 
Section 2.04
The Notes Generally; New Issuances
30
 
Section 2.05
Registration of Transfer and Exchange of Notes
34
 
Section 2.06
Book-Entry Notes
42
 
Section 2.07
Mutilated, Destroyed, Lost or Stolen Notes
43
 
Section 2.08
Noteholder Lists
44
 
Section 2.09
Persons Deemed Owners
44
 
Section 2.10
Payment Account
44
 
Section 2.11
Payments on the Notes
45
 
Section 2.12
Final Payment Notice
49
 
Section 2.13
Compliance with Withholding Requirements
49
 
Section 2.14
Cancellation
49
 
Section 2.15
Reserved
50
 
Section 2.16
The Hedge Agreements
50
 
Section 2.17
Tax Treatment of the Notes
51
 
Section 2.18
DSCR Reserve Account
52
 
Section 2.19
Representations and Warranties with Respect to the Issuers
52
 
Section 2.20
Representations and Warranties With Respect To Properties and Leases
56
 
Section 2.21
Representations and Warranties With Respect To Mortgage Loans and Loan Components of Hybrid Leases
63
 
Section 2.22
Representations and Warranties With Respect to Hybrid Leases.
76
 
Section 2.23
Liquidity Reserve Account
77
       
ARTICLE III SATISFACTION AND DISCHARGE
78
   
 
Section 3.01
Satisfaction and Discharge of Indenture
78
 
Section 3.02
Application of Trust Money
79
       
ARTICLE IV EVENTS OF DEFAULT; REMEDIES
79
   
 
Section 4.01
Events of Default
79
 
Section 4.02
Acceleration of Maturity; Rescission and Annulment
81
 
Section 4.03
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
82
 
Section 4.04
Remedies
84
 
Section 4.05
Application of Money Collected
85

-i-
 
Section 4.06
Limitation on Suits
85
 
Section 4.07
Unconditional Right of Noteholders to Receive Principal and Interest
86
 
Section 4.08
Restoration of Rights and Remedies
86
 
Section 4.09
Rights and Remedies Cumulative
86
 
Section 4.10
Delay or Omission Not Waiver
86
 
Section 4.11
Control by Requisite Global Majority
87
 
Section 4.12
Waiver of Past Defaults
87
 
Section 4.13
Undertaking for Costs
88
 
Section 4.14
Waiver of Stay or Extension Laws
88
 
Section 4.15
Sale of Collateral
88
 
Section 4.16
Action on Notes
89
       
ARTICLE V THE INDENTURE TRUSTEE
90
   
 
Section 5.01
Certain Duties and Responsibilities
90
 
Section 5.02
Notice of Defaults
93
 
Section 5.03
Certain Rights of Indenture Trustee
93
 
Section 5.04
Compensation; Reimbursement; Indemnification
96
 
Section 5.05
Corporate Indenture Trustee Required; Eligibility
97
 
Section 5.06
Authorization of Indenture Trustee
98
 
Section 5.07
Merger, Conversion, Consolidation or Succession to Business
98
 
Section 5.08
Resignation and Removal; Appointment of Successor
98
 
Section 5.09
Acceptance of Appointment by Successor
100
 
Section 5.10
Unclaimed Funds
100
 
Section 5.11
Illegal Acts
101
 
Section 5.12
Communications by the Indenture Trustee
101
 
Section 5.13
Separate Indenture Trustees and Co-Trustees
101
 
Section 5.14
Communications with the Rating Agency
102
       
ARTICLE VI REPORTS TO NOTEHOLDERS
103
   
 
Section 6.01
Reports to Noteholders and Others
103
 
Section 6.02
Certain Communications with the Rating Agencies
104
 
Section 6.03
Access to Certain Information
104
       
ARTICLE VII REDEMPTION; SERIES ENHANCEMENT
106
   
 
Section 7.01
Redemption of the Notes
106
 
Section 7.02
Series Enhancement
107
       
ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS
107
   
 
Section 8.01
Supplemental Indentures or Amendments Without Consent of Noteholders
107
 
Section 8.02
Supplemental Indentures With Consent
109
 
Section 8.03
Delivery of Supplements and Amendments
110
 
Section 8.04
Series Supplements
110
 
Section 8.05
Execution of Supplemental Indentures, Etc
111

-ii-
ARTICLE IX COVENANTS; WARRANTIES
111
   
 
Section 9.01
Maintenance of Office or Agency
111
 
Section 9.02
Existence and Good Standing
112
 
Section 9.03
Payment of Taxes and Other Claims
112
 
Section 9.04
Validity of the Notes; Title to the Collateral; Lien
113
 
Section 9.05
Protection of Collateral Pool
115
 
Section 9.06
Covenants
115
 
Section 9.07
Statement as to Compliance
118
 
Section 9.08
Issuers May Consolidate, Etc., Only on Certain Terms
118
 
Section 9.09
Litigation
120
 
Section 9.10
Notice of Default
120
 
Section 9.11
Cooperate in Legal Proceedings
120
 
Section 9.12
Insurance Benefits
120
 
Section 9.13
Costs of Enforcement
120
 
Section 9.14
Performance of Issuers’ Duties by the Related Issuer Member
121
 
Section 9.15
Further Acts, Etc.
121
 
Section 9.16
Recording of Mortgages, Etc.
121
 
Section 9.17
Treatment of the Notes as Debt for Tax Purposes
121
 
Section 9.18
Payment of Debts
122
 
Section 9.19
Single-Purpose Status
122
 
Section 9.20
Separateness of Each Issuer
122
 
Section 9.21
Capitalization of the Issuers
122
 
Section 9.22
Maintenance of Assets
122
 
Section 9.23
Compliance with Representations and Warranties
122
 
Section 9.24
Independent Directors
122
 
Section 9.25
Employees
124
 
Section 9.26
Assumptions in Insolvency Opinion
124
 
Section 9.27
Performance by the Issuers
124
 
Section 9.28
Use of Proceeds
124
 
Section 9.29
Other Rights, Etc.
124
 
Section 9.30
Books and Records
125
 
Section 9.31
Overhead Expenses
125
 
Section 9.32
Embargoed Persons
125
       
ARTICLE X COVENANTS REGARDING PROPERTIES
125
   
 
Section 10.01
General
125
 
Section 10.02
Insurance.
125
 
Section 10.03
Mortgage Loans, Leases and Rents
125
 
Section 10.04
Compliance With Laws
126
 
Section 10.05
Estoppel Certificates
126
 
Section 10.06
Other Rights, Etc.
127
 
Section 10.07
Right to Release Any Portion of the Collateral Pool
127
 
Section 10.08
Environmental Covenants
127
 
Section 10.09
Handicapped Access
128
 
Section 10.10
Preservation of Title
128
 
Section 10.11
Maintenance and Use of Properties
129

-iii-
 
Section 10.12
Access to Properties
129
       
ARTICLE XI COSTS
129
   
 
Section 11.01
Performance at the Issuers’ Expense
129
       
ARTICLE XII MISCELLANEOUS
129
   
 
Section 12.01
Execution Counterparts
129
 
Section 12.02
Compliance Certificates and Opinions, Etc.
129
 
Section 12.03
Form of Documents Delivered to Indenture Trustee
130
 
Section 12.04
No Oral Change
131
 
Section 12.05
Acts of Noteholders
131
 
Section 12.06
Computation of Percentage of Noteholders
131
 
Section 12.07
Notice to the Indenture Trustee, the Issuers and Certain Other Persons
132
 
Section 12.08
Notices to Noteholders; Notification Requirements and Waiver
132
 
Section 12.09
Successors and Assigns
132
 
Section 12.10
Interest Charges; Waivers
133
 
Section 12.11
Severability Clause
133
 
Section 12.12
Governing Law
133
 
Section 12.13
Effect of Headings and Table of Contents
133
 
Section 12.14
Benefits of Indenture
134
 
Section 12.15
Trust Obligation
134
 
Section 12.16
Inspection
134
 
Section 12.17
Method of Payment
134
 
Section 12.18
Limitation on Liability of the Issuers and Issuer Member
135
 
Section 12.19
Acquisition of Post-Closing Properties and the Post-Closing Acquisition Reserve Account.
135
 
Section 12.20
Addition of Properties to Master Leases.
136

Exhibits
 
Exhibit A-1
Form of Restricted Global Net-Lease Mortgage Note
Exhibit A-2
Form of Regulation S Global Net-Lease Mortgage Note
Exhibit A-3
Form of Definitive Net-Lease Mortgage Note
Exhibit B
Form of Trustee Report
Exhibit C-1
Form of Transferor Certificate for Transfers of Definitive Notes
Exhibit C-2
Form of Transferee Certificate for Transfers of Definitive Notes
Exhibit D-1
Form of Transfer Certificate for Transfers From Regulation S Global Note or Definitive Note to Restricted Global Note
Exhibit D-2
Form of Transfer Certificate for Transfer from Restricted Global Note or Definitive Note to Regulation S Global Note During the Restricted Period
Exhibit D-3
Form of Transfer Certificate for Transfer from Restricted Global Note or Definitive Note to Regulation S Global Note After the Restricted Period

-iv-
Exhibit D-4
Form of Regulation S Letter for Exchange of Interests in the Temporary Regulation S Global Note for Interests in the Permanent Regulation S Global Note
Exhibit E-1
Form of Certificate with Respect to Information Request by Beneficial Owner
Exhibit E-2
Form of Certificate with Respect to Information Request by Prospective Purchaser
Exhibit F
Form of Noteholder Confidentiality Agreement
Exhibit G-1
Form of Officer’s Certificate of the Issuers with respect to Post-Closing Properties and Additional Master Lease Properties
Exhibit G-2
Form of Officer’s Certificate of STORE Capital with respect to Post-Closing Properties and Additional Master Lease Properties
Exhibit G-3
Form of Officer’s Certificate of Counsel to the Issuers with respect to Post-Closing Properties and Additional Master Lease Properties
Exhibit G-4
Form of Post-Closing Acquisition Notice

-v-
SIXTH AMENDED AND RESTATED MASTER INDENTURE, dated as of October 22, 2018 (as amended, modified or supplemented from time to time as permitted hereby, the “ Indenture ”), among STORE Master Funding I, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding I ”), STORE Master Funding II, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding II ”), STORE Master Funding III, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding III ”), STORE Master Funding IV, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding IV ”), STORE Master Funding V, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding V ”), STORE Master Funding VI, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC, a Delaware limited liability company, as an issuer (“ STORE Master Funding VII ” and collectively with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States of America, not in its individual capacity, but solely as Indenture Trustee (the “ Indenture Trustee ”) under this Indenture.
 
PRELIMINARY STATEMENT
 
WHEREAS, the Issuers and the Indenture Trustee entered into a master indenture (the “ Original Master Indenture ”), dated as of August 23, 2012;
 
WHEREAS, the Issuers and the Indenture Trustee entered into an amended and restated master indenture (the “ Amended and Restated Master Indenture ”), dated as of March 27, 2013 which amended and restated in its entirety the Original Master Indenture;
 
WHEREAS, the Issuers and the Indenture Trustee entered into a second amended and restated master indenture (the “ Second Amended and Restated Master Indenture ”), dated as of December 3, 2013, which amended and restated in its entirety the Amended and Restated Master Indenture;
 
WHEREAS, the Issuers and the Indenture Trustee entered into a third amended and restated master indenture (the “ Third Amended and Restated Master Indenture ”), dated as of May 6, 2014, which amended and restated in its entirety the Second Amended and Restated Master Indenture;
 
WHEREAS, the Issuers and the Indenture Trustee entered into a fourth amended and restated master indenture (the “ Fourth Amended and Restated Master Indenture ”), dated as of April 16, 2015, which amended and restated in its entirety the Third Amended and Restated Master Indenture;
 
WHEREAS, the Issuers and the Indenture Trustee entered into a fifth amended and restated master indenture (the “ Fifth Amended and Restated Master Indenture ” and, together with the Original Master Indenture, the Amended and Restated Master Indenture, the Second Amended and Restated Master Indenture, the Third Amended and Restated Master Indenture and the Fourth Amended and Restated Master Indenture, the “ Prior Master Indenture ”), dated as of  October 18, 2016, which amended and restated in its entirety the Fourth Amended and Restated Master Indenture;
 
WHEREAS, pursuant to Section 8.01 of the Prior Master Indenture, the Issuers and the Indenture Trustee may enter into one or more amendments to the Prior Master Indenture;
 
WHEREAS, the Issuers and the Indenture Trustee hereby consent to the amendments to the Prior Master Indenture set forth herein;
 
WHEREAS, the Issuers and the Indenture Trustee hereby agree that pursuant to this Indenture the Prior Master Indenture continues in full force and effect as amended hereby and except with respect to the terms that have been amended pursuant to this Indenture, all obligations of the Issuers and the Indenture Trustee under the Prior Master Indenture will remain outstanding and continue in full force and effect, unpaid, unimpaired and undischarged, and all liens created under the Prior Master Indenture will continue in full force and effect, unimpaired and undischarged, having the same perfection and priority for payment and performance of the obligations of the Issuers and the Indenture Trustee as were in place under the Prior Master Indenture;
 
WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of their respective series of Net-Lease Mortgage Notes (collectively, the “ Notes ”), to be issued pursuant to this Indenture, and the Notes issuable under this Indenture shall be issued in series (each, a “ Series ”), as from time to time may be created by supplements (each, a “ Series Supplement ”) to this Indenture;
 
WHEREAS, in connection with each Series of Notes issued under this Indenture, the applicable Issuers may enter into a Series Enhancement (as defined herein) that will provide credit enhancement or other protection for the Holders of a Series of Notes and the applicable Issuers will incur obligations under the terms of such Series Enhancements;
 
NOW THEREFORE, all things necessary to make the Notes, when the Notes are executed by the applicable Issuers and authenticated and delivered by the Indenture Trustee hereunder and duly issued by such Issuers, the valid and legally binding obligations of such Issuers enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of such Issuers enforceable in accordance with its terms, have been done.
 
-2-
GRANTING CLAUSE
 
Each of the Issuers hereby Grants to the Indenture Trustee on the applicable Series Closing Date, for the benefit of the Indenture Trustee and the Noteholders, all of such Issuer’s right, title and interest in and to all of such Issuer’s “accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising) (individually, the “ Collateral ” and, collectively, the “ Collateral Pool ”), including the following: (i) fee title to, and if applicable, leasehold interests in ground leases on, such Issuer’s Properties, (ii) each of the Leases with respect to such Properties and all payments required thereunder on and after the applicable Series Closing Date or Transfer Date, as applicable, (iii) the Mortgage Loans and all payments required thereunder on and after the applicable Series Closing Date or Transfer Date, (iv) all of such Issuer’s right, title and interest in all fixtures and reserves and escrows, if any, related to such Issuer’s Properties, (v) any guarantees of and security for the Tenants’ obligations under the Leases, including any security deposits thereunder, (vi) all of such Issuer’s rights under the applicable Guaranties, (vii) all of such Issuer’s rights (but none of its obligations) under the Purchase and Sale Agreements and the Collateral Agency Agreement, (viii) the Collection Account, the Release Account, the Lockbox Transfer Account, the DSCR Reserve Account, the Post-Closing Acquisition Reserve Account, the Payment Account, the Liquidity Reserve Account, in each case, as applicable, and any other accounts established under the Transaction Documents for purposes of receiving, retaining and distributing amounts received in respect of the Collateral Pool and making payments to Noteholders and distributions to the Holders of the Issuer Interests, and all funds and Permitted Investments as may from time to time be deposited therein, (ix) all of such Issuer’s right, title and interest in and to a Series Enhancement, if any, (x) all present and future claims, demands and causes of action in respect of the foregoing, and (xi) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing.
 
The foregoing Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture and each Series Supplement.
 
GENERAL COVENANT
 
IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee on the applicable Series Closing Dates (as defined herein), that the Collateral is to be held by or on behalf of the Indenture Trustee and that moneys in or from the Collateral Pool are to be applied by the Indenture Trustee for the benefit of the Noteholders, subject to the further covenants, conditions and trusts hereinafter set forth, and each Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Noteholder, as follows:
 
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ARTICLE I

  DEFINITIONS AND OTHER PROVISIONS
 
OF GENERAL APPLICATION
 
Section 1.01            Definitions .
 
Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01 , then in the Property Management Agreement.
 
“ 1939 Act ”:  The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the SEC promulgated thereunder from time to time.
 
“ 1940 Act ”:  The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the SEC promulgated thereunder from time to time.
 
“ 3-Month Average DSCR ”:  With respect to any Determination Date, the average of the Monthly DSCRs for such Determination Date and the two immediately preceding Determination Dates .
 
“ 95-Person Limit ”:  As defined in Section 2.05(m) .
 
“ Account Control Agreement ”: An agreement with respect to a deposit account or a securities account, in form and substance satisfactory to the Indenture Trustee, pursuant to which the institution at which such account is maintained agrees to follow the instructions or entitlement orders, as the case may be, of the Indenture Trustee or, in certain instances, the Property Manager with respect thereto.
 
“ Accredited Investor ”: As defined in Section 2.05(d) .
 
“ Accrual Period ”:  With respect to any Class of Notes, as defined in the applicable Series Supplement.
 
“ Act ”:  As defined in Section 12.05(a) .
 
“ Additional Master Lease Property ”:  A Property that may be added to an existing Master Lease in the Collateral Pool on a Master Lease Addition Date, subject to satisfaction of the Master Lease Conditions.
 
“ Advance ”:  As defined in the Property Management Agreement.
 
“ Affiliate ”:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
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“ Aggregate Allocated Loan Amount ”: The Aggregate Series Principal Balance.
 
“ Aggregate Collateral Value of Post-Closing Properties ”: The “Aggregate Collateral Value of Post-Closing Properties” specified in the most recently executed Series Supplement, if applicable.
 
“ Aggregate Series Principal Balance ”:  On any date of determination, the sum of all Series Principal Balances, in each case, as of such date of determination, after giving effect to any payments of principal on such date.
 
“ Allocated Release Amount ”:  With respect to any Series of Notes, as defined in the related Series Supplement, if applicable.
 
“ Amended and Restated Master Indenture ”: As defined in the Preliminary Statement.
 
“ Anticipated Repayment Date ” For any Series of Notes, the Anticipated Repayment Date for such Series of Notes, as specified in the related Series Supplement.
 
“ Applicable Laws ”:  As defined in Section 10.04(a) .
 
“ Applicable Paydown Percentage ”: With respect to any Series of Notes and as of any applicable Payment Date upon which Unscheduled Principal Payments are made pursuant to Section 2.11(b) and/or upon which a Voluntary Prepayment in part is made, a fraction expressed as a percentage, the numerator of which is the related Series Principal Balance subject to paydown and the denominator of which is the Aggregate Series Principal Balance before giving effect to any payment on such Payment Date.
 
“ Appraised Value ”:  As defined in the Property Management Agreement.
 
“ Asbestos ”: Asbestos or any substance or material containing asbestos.
 
“ Authenticating Agent ”:  As defined in Section 2.02(b) .
 
“ Authorized Officer ”:  With respect to each Issuer, any person who is authorized to act for such Issuer and who is identified on the list delivered by such Issuer to the Indenture Trustee on the applicable Series Closing Date (as such list may be modified or supplemented from time to time thereafter).
 
“ Authorized Persons ”: As defined in Section 5.03(r) .
 
“ Available Amount ”:  As defined in the Property Management Agreement.
 
“ Back - Up Fee ”: As defined in the Property Management Agreement.
 
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“ Back-Up Manager ”:  KeyBank National Association, a national banking association, or its successor in interest.
 
“ Bankruptcy Code ”:            The federal Bankruptcy Code of 1978, Title 11 of the United States Code, as amended from time to time.
 
“ Book-Entry Custodian ”:  Initially, the Indenture Trustee and thereafter, such other bank or trust company as the Indenture Trustee shall appoint pursuant to Section 2.06(a) .
 
“ Book-Entry   Note ”:  Any Note registered in the name of the Depository or its nominee.
 
“ Borrower ”: As defined in the Property Management Agreement.
 
“ Business Day ”:  Any day other than a Saturday, a Sunday or a day on which banking institutions are authorized or obligated by law or executive order to remain closed in New York, New York, Scottsdale, Arizona, or any other city in which the principal office of the Issuer, the primary servicing office of the Property Manager or the Special Servicer or the Indenture Trustee’s Office is located.
 
“ Cash ”:  Coin or currency of the United States or immediately available federal funds, including such funds delivered by wire transfer.
 
“ CERCLA ”: As defined in Section 10.08(a) .
 
“ Class ”:  Collectively, all of the Notes of a particular Series that bear the same name and the same alphabetical and, if applicable, numerical class designations.
 
“ Code ”:  The Internal Revenue Code of 1986, as amended.
 
“ Collateral ”:  As defined in the Granting Clause hereto.
 
“ Collateral Agency Agreement ”: The Second Amended and Restated Collateral Agency Agreement, dated as of April 16, 2015, among the Collateral Agent, STORE Capital, STORE SPE Warehouse Funding, LLC, any other party that becomes a “Joining Party Lender” thereto (as such term is defined in therein), STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI, and any other Issuer that becomes a “Joining Party Issuer” thereto (as such term is defined in therein), and any other Collateral Agency Agreement as set forth in a Series Supplement, each as may be amended or supplemented from time to time.
 
“ Collateral Agent ”:  Citibank, N.A., a national banking association, in its capacity as collateral agent under this Indenture and the Collateral Agency Agreement, or its successor in interest, or any successor collateral agent appointed as provided in this Indenture and the Collateral Agency Agreement.
 
“ Collateral Defect ”:  As defined in the Property Management Agreement.
 
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“ Collateral Pool ”:  As defined in the Granting Clause hereto.
 
“ Collateral Pool Expenses ”:  As defined in Section 2.11(b) .
 
“ Collateral Transfer ”:  Any voluntary or involuntary sale, transfer, exchange, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record), including but not limited to:  (i) an installments sales agreement wherein an Issuer agrees to sell a related Mortgage Loan or Property or any part thereof for a price to be paid in installments or (ii) an agreement by an Issuer leasing all or a substantial part of a related Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, such Issuer’s right, title and interest in and to any mortgagee Loans, Leases or any rents.
 
“ Collection Account ”:  As defined in the Property Management Agreement.
 
“ Collection Period ”:  As defined in the Property Management Agreement.
 
“ Condemnation Proceeds ”: As defined in the Property Management Agreement.
 
“ Control Person ”:  With respect to any Person, any other Person that constitutes a “controlling person” within the meaning of Section 15 of the Securities Act.
 
“ Controlling Party ”:  With respect to any Series, as defined in the applicable Series Supplement.
 
“ Custodian ”: U.S. Bank National Association or its successor in interest.
 
“ Custody Agreement ”: As defined in the Property Management Agreement.
 
“ Deferred Post-ARD Additional Interest ”:  With respect to any Payment Date and any Series of Notes, applicable accrued and unpaid Post-ARD Additional Interest from any prior Payment Date.  For the avoidance of doubt, Deferred Post-ARD Additional Interest will not bear interest.
 
“ Definitive Note ”:  As defined in Section 2.01(b).
 
“ Department of Labor Regulations ”:  Regulations at 29 C.F.R. 2510.3-101.
 
“ Depository ”:  The Depository Trust Company or any successor depository hereafter named as contemplated by Section 2.06 .  The nominee of the initial Depository, for purposes of registering such Notes that are Book-Entry Notes, is Cede & Co.  The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(4) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

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  “ Depository Participant ”:  A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
“ Determination Date ”:  With respect to any Payment Date, the seventh (7th) day of the month in which such Payment Date occurs or, if such seventh (7th) day is not a Business Day, the Business Day immediately succeeding such seventh (7th) day.
 
“ Disposition Period ” :  If any Series Principal Balance is greater than zero on its related Series Disposition Period Date, a period commencing on such Series Disposition Period Date and ending on the earlier of (i) the date upon which the Series Principal Balance is reduced to zero and (ii) the Rated Final Payment Date for such Series.
 
“ DSCR Reserve Account ”:  The segregated trust account established by and in the name of the Indenture Trustee pursuant to Section 2.18 hereof.
 
“ DSCR Sweep Period ”:  A period that shall commence on any Determination Date for which the Monthly DSCR is less than or equal to 1.30 and an Early Amortization Period has not otherwise commenced or is not otherwise in effect, and shall continue until the Monthly DSCR is greater than 1.30 for three (3) consecutive Determination Dates.
 
“ Early Amortization Period ”:  An Early Amortization Period will commence on any Determination Date: (A) if the 3-Month Average DSCR as of such Determination Date is less than or equal to 1.20; provided , however , that such Early Amortization Period under this clause (A) shall continue until the 3-Month Average DSCR is greater than 1.20 for three (3) consecutive Determination Dates; (B) if an Event of Default, after giving effect to any grace period, shall have occurred and shall not have been cured or waived in accordance with the terms hereof; or (C) upon the occurrence of any other event upon which an Early Amortization Period shall have commenced, as specified in any Series Supplement.
 
“ Eligible Account ”:  Any of (i) a segregated account maintained with a federal- or state-chartered depository institution or trust company, the long-term deposit or long-term unsecured debt obligations of which (or of such institution’s parent holding company) are rated “A” or better by S&P (or, solely with respect to the General Receipts Account and the Lockbox Transfer Account, “A-” or better by S&P), if the deposits are to be held in the account for more than thirty (30) days, or the short-term deposit or short-term unsecured debt obligations of which (or of such institution’s parent holding company) are rated “A-1” by S&P (or, solely with respect to the General Receipts Account and the Lockbox Transfer Account, “A-2” or better by S&P) if the deposits are to be held in the account for thirty (30) days or less, in any event at any time funds are on deposit therein, (ii) a segregated trust account maintained with a federal- or state-chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state-chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 C.F.R. § 9.10(b), and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority, or (iii) any other account that is acceptable to the Rating Agencies (as evidenced by written confirmation from such Rating Agencies); provided, that in the event that any of the accounts no longer qualifies as an Eligible Account under this definition, the Issuers shall promptly, and in no event later than thirty (30) calendar days following such account failing to qualify as an Eligible Account, direct the Indenture Trustee to remit all funds in such account to a specified Eligible Account.  Eligible Accounts may bear interest.
 
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“ Email Recipient ”:  As defined in Section 5.03(q) .
 
“ Embargoed Person ”:  As defined in Section 2.19(u) .
 
“ Environmental Laws ”:  As defined in Section 10.08 .
 
“ ERISA ”:  The Employee Retirement Income Security Act of 1974, as amended.
 
“ Event ”:  As defined in Section 11.01 .
 
“ Event of Default ”:  As defined in Section 4.01 .
 
“ Extraordinary Expense Cap ”:  (A) With respect to the Extraordinary Expenses paid and payable each calendar year, an amount equal to the greater of (i) $250,000 per Series per calendar year and (ii) 0.07% of the Aggregate Series Principal Balance (as of the most recent Series Closing Date and each anniversary thereof) per year and 1/12 of such amount per month (such amount as set forth in clause (i) or (ii) above to be cumulative for each month in a calendar year if not used, although any such cumulative amount not to be carried forward into the next calendar year) and (B) with respect to the aggregate Extraordinary Expenses paid and payable pursuant to this Indenture since the Initial Closing Date, an amount equal to $7,500,000.
 
“ Extraordinary Expenses ”:  Unanticipated expenses required to be borne by the applicable Issuers, that consist of, among other things: (i) amounts to be paid in connection with the transfer of the Loan Files, Lease Files and other administrative expenses incurred in connection with the sale or transfer of Leases, Loans and Properties by such Issuers; (ii) payments to the Property Manager, the Special Servicer, any Hedge Counterparty (if applicable), any Issuers, the Indenture Trustee, the Collateral Agent or any of their respective directors, officers, employees, agents and Control Persons of amounts for certain expenses and liabilities as specified in this Indenture (including, but not limited to, Section 5.04(a)(2) ), the Notes, the Property Management Agreement, the applicable Limited Liability Company Agreements or any other agreement related thereto; (iii) payments for the advice of counsel and the cost of certain Opinions of Counsel; (iv) costs and expenses incurred in connection with environmental remediation with respect to any Property; and (v) certain indemnities that STORE Capital is obligated to pay but fails to pay under any Guaranty.
 
“ FDIC ”:  Federal Deposit Insurance Corporation or any successor.
 
“ Final Payment Date ”:  With respect to any Class of Notes, the Payment Date on which the final payment on such Notes is made hereunder by reason of all principal, interest and other amounts due and payable on such Notes having been paid.
 
“ Flow-Through Entity ”: As defined in Section 2.05(m) .
 
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“ Foreclosure Proceeding ”:  Any proceeding, non-judicial sale or power of sale or other proceeding (judicial or non-judicial) for the foreclosure, sale or assignment of any Mortgage Loan, Property or Lease or any other Collateral under any Mortgage.

“ GAAP ”:  Such accounting principles as are generally accepted in the United States.
 
“ Governmental Authority ”: means any (i) federal, state, local, municipal, foreign or other government, (ii) governmental or quasi governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), whether foreign or domestic, or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal.
 
“ Grant ”:  To mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, create and grant a security interest in and right of set-off against, deposit, set over and confirm.  A Grant of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, without limitation, the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such Collateral and all other moneys and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.
 
“ Guaranty ”:  With respect to each Series of Notes, as defined in the related Series Supplement.
 
“ Hazardous Substances ”:  As defined in the Property Management Agreement.
 
“ Hedge Agreement ”:  With respect to any Series, as defined in the related Series Supplement, if applicable.
 
“ Hedge Counterparty ”:  With respect to the applicable Class of any Series, as defined in the related Series Supplement, if applicable.
 
“ Hedge Counterparty Account ”:  With respect to any Series, as defined in the related Series Supplement, if applicable.
 
“ Hybrid Lease ”: As defined in the Property Management Agreement.
 
“ Improvements ”: As defined in the Property Management Agreement.
 
“ Indenture ”:  This Indenture, as amended by this instrument as originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, with respect to any Series, the related Series Supplement.
 
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“ Indenture Trustee ”:  Citibank, N.A., a national banking association, in its capacity as trustee under this Indenture, or its successor in interest, or any successor trustee appointed as provided in this Indenture.
 
“ Indenture Trustee Fee ” With respect to any Determination Date and each Series of Notes issued under this Indenture, an amount on a monthly basis equal to the product of (a) one-twelfth of the applicable Indenture Trustee Fee Rate and (b) the aggregate Outstanding Principal Balance of each Class of Notes in such Series of Notes as of such Determination Date.
 
“ Indenture Trustee Fee Rate ” : With respect to (i) each Series of Notes issued under this Indenture on or after October 22, 2018, the percentage set forth in the applicable Series Supplement; (ii) the Series 2016-1 Notes and the Series 2015-1 Notes, 0.0085%; (iii) the Series 2014-1 Notes, 0.0095%; and (iv) the Series 2013-3 Notes, the Series 2013-2 Notes, the Series 2013-1 Notes and the Series 2012-1 Notes, 0.0065%.
 
“ Indenture Trustee’s Office ”:  The corporate trust office of the Indenture Trustee at which at any particular time its mortgage-backed securities trust business with respect to this Indenture shall be administered, which office at the date of the execution of this Indenture is located at (i) solely for purposes of the transfer, surrender or exchange of Notes, 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window—STORE Master Funding, and (ii) for all other purposes, 388 Greenwich Street, New York, New York 10013, Attention: Citibank Agency & Trust—STORE Master Funding, or at such other address as the Indenture Trustee or Note Registrar may designate from time to time.
 
“ Independent ”:  When used with respect to any specified Person, any such Person who (i) is in fact independent of the Indenture Trustee, the Issuers and the related Issuer Member and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Indenture Trustee, the Issuers, the related Issuer Member or any Affiliate thereof, and (iii) is not connected with the Indenture Trustee, the Issuers, the related Issuer Member or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided , however , that a Person shall not fail to be Independent of the Indenture Trustee, the Issuers or any related Issuer Member or any Affiliate thereof merely because such Person is the beneficial owner of 2% or less of any class of securities issued by the Indenture Trustee, any Issuer or any related Issuer Member or any Affiliate thereof, as the case may be.  The Indenture Trustee may rely, in the performance of any duty hereunder, upon the statement of any Person contained in any certificate or opinion that such Person is Independent according to this definition.
 
“ Independent Director ”:  As defined in Section 9.24 .
 
“ Initial Closing Date ”: The Series Closing Date of the first Series of Notes issued under the Original Master Indenture and related Series Supplement.
 
“ Initial Principal Balance ”:  With respect to any Class of any Series of Notes, as defined in the applicable Series Supplement.
 
“ Initial Purchaser ”: With respect to a Series of Notes, any Person named as such in the applicable Series Supplement or any successor thereto.
 
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“ Insolvency Opinion ”:  As defined in Section 2.19(s) .
 
“ Insurance Rating Requirements ”: As defined in Section 2.21(m) .
 
“ Insurance Schedule ”: As defined in Section 2.21(m) .
 
“ Interested Person ”:  Any Issuer, the related Issuer Member, the holder of any related Issuer Interest, the Property Manager, the Special Servicer or an Affiliate of any such Person.
 
“ IRB Hybrid Lease ”: Each Hybrid Lease subject to an industrial revenue bond and labeled as such in the related Series Supplement, if applicable.
 
“ Issuer ”:  Each of STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI and STORE Master Funding VII and any other party designated as an “Issuer” in any Series Supplement, as the context may require.  References to a “related” or “applicable” Issuer shall refer to the Issuer that owns the Collateral or has issued or co-issued the Notes being addressed.
 
“ Issuer Advances ” : As defined in Section 2.11(b) .
 
“ Issuer Expense Cap ”:  (A) With respect to the Issuer Expenses paid and payable each calendar year, an amount equal to 0.10% of the Aggregate Series Principal Balance (as of the most recent Series Closing Date and each anniversary thereof) per year and 1/12 of such amount per month (such amount to be cumulative for each month in a calendar year if not used, although any such cumulative amount not to be carried forward into the next calendar year) and (B) with respect to the aggregate Issuer Expenses paid and payable pursuant to this Indenture since the Initial Closing Date, an amount equal to $7,500,000; provided, that, upon written confirmation from each Rating Agency that such action will not result in the downgrade, qualification or withdrawal of its then current ratings of the Notes, the Issuer Expense Cap will be such higher amount as proposed by the Issuers.
 
“ Issuer Expenses ”:  With respect to the Collateral Pool, the costs and expenses relating to the Collateral Pool for (i) general liability insurance policies maintained by the applicable Issuers as owners of the Properties, or such Issuers’ respective proportionate shares of premiums with respect to general liability insurance policies maintained by Affiliates of such Issuers, (ii) casualty insurance policies maintained by the applicable Issuers, or such Issuers’ respective proportionate shares of premiums with respect to casualty insurance policies maintained by Affiliates of such Issuers, to insure casualties not otherwise insured by any related Tenant due to a default by such Tenant under the insurance covenants of its Lease or because any related Tenant permitted to self-insure fails to pay for casualty losses, and (iii) certain state franchise taxes prohibited by the Leases or by law from being passed through by the applicable Issuers as lessor to a Tenant.
 
“ Issuer Interests ”:  As defined in the related Series Supplement.
 
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“ Issuer Member ”: With respect to each Series of Notes, as defined in the applicable Series Supplement.
 
“ Issuer Order ”:  A written order signed in the name of an Issuer by (i) a Responsible Officer of the related Issuer, in his or her capacity as an officer of such Issuer or (ii) the Issuer Member.
 
“ Issuer Request ”:  A written request signed in the name of an Issuer by (i) a Responsible Officer of the related Issuer, in his or her capacity as an officer of such Issuer or (ii) the Issuer Member.
 
“ Issuer’s Office ”:  The principal office of any Issuer, located at the address provided in the Limited Liability Company Agreement of such Issuer.
 
“ Lease ”:  As defined in the Property Management Agreement.
 
“ Lease File ”:  As defined in the Property Management Agreement.
 
“ Lease Guarantor ”:  Any guarantor under any Lease Guaranty.
 
“ Lease Guaranty ”: As defined in the Property Management Agreement.
 
“ Legal Requirements ”: With respect to each Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto.
 
“ Letter of Representations ”:  With respect to any Series of Notes, the Letter of Representations, dated the applicable Series Closing Date, among the Depository and the applicable Issuers.
 
“ Licenses ” : As defined in Section 2.20(k) .
 
“ Lien ”: With respect to each Property, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.
 
“ Limited Liability Company Agreement ”:  With respect to each Series, as defined in the applicable Series Supplement.
 
“ Liquidated Lease ”: As defined in the Property Management Agreement.
 
“ Liquidation Proceeds ”: As defined in the Property Management Agreement.
 
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“ Liquidity Reserve Account ”:  The segregated account established by the Indenture Trustee pursuant to Section 2.23(a) .
 
“ Loan File ”: As defined in the Property Management Agreement.
 
“ Lockbox Transfer Account ”: As defined in the Property Management Agreement.
 
“ Make Whole Amount ”: With respect to each Series, as defined in the applicable Series Supplement.
 
“ Master Lease ”: A lease of two or more properties to a single Tenant under a single lease.
 
“ Master Lease Addition Date ”: Any Business Day other than a Series Closing Date on which an Additional Master Lease Property is added to the Collateral Pool.
 
“ Master Lease Addition Deliverables ”: With respect to each Additional Master Lease Property on each Master Lease Addition Date, each of the items enumerated in the definition of “Post-Closing Acquisition Deliverables”.
 
“ Master Lease Conditions ”: With respect to any Additional Master Lease Property proposed to be added to the Collateral Pool on any Master Lease Addition Date, the following conditions precedent:
 
(a)            satisfaction of the Post-Closing Acquisition Conditions with respect to each Additional Master Lease Property on the applicable Master Lease Addition Date; and
 
(b)            such Additional Master Lease Property is subject to a Master Lease with one or more Properties that were included in the Collateral Pool prior to the related Master Lease Addition Date.
 
“ Material Action ”: With respect to any Issuer, to consolidate or merge such Issuer with or into any Person, or sell all or substantially all of the assets of such Issuer, or to institute proceedings to have such Issuer be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against such Issuer or file a petition seeking, or consent to, reorganization or relief with respect to such Issuer under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Issuer or a substantial part of its property, or make any assignment for the benefit of creditors of such Issuer, or admit in writing such Issuer’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate such Issuer.
 
“ Maturity ”:  With respect to any Note, the date as of which the principal of and interest on such Note has become due and payable as herein provided, whether on the Rated Final Payment Date, by acceleration or otherwise.
 
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“ Maximum Property Concentrations ”:  With respect to all Series of Notes, as defined in the most recent Series Supplement.
 
“ Monthly DSCR ”:  As defined in the Property Management Agreement.
 
“ Monthly Lease Payment ”:  As defined in the Property Management Agreement.
 
“ Monthly Loan Payment ”: As defined in the Property Management Agreement.
 
“ Mortgage ”:  With respect to any Property, a mortgage (or deed of trust or deed to secure debt), assignment of leases and rents, security agreement and fixture filing or similar document executed by the applicable Issuer or Borrower, applicable, pursuant to which such Issuer or Borrower grants a lien on its interest in such Property in favor of the Collateral Agent or the initial lender of the lender of the related Mortgage Loan, as applicable.
 
“ Mortgage Loan ”: As defined in the Property Management Agreement.
 
“ Mortgage Loan Schedule ”: As defined in the Property Management Agreement.
 
“ Mortgage Note ” As defined in the Property Management Agreement.
 
“ New Issuance ”: As defined in Section 2.04(c) .
 
“ Nonrecoverable Advance ”:  As defined in the Property Management Agreement.
 
“ Note ”:  Any of the Issuers’ Net-Lease Mortgage Notes, executed, authenticated and delivered hereunder and under the related Series Supplements, substantially in the forms attached as Exhibit A hereto.
 
“ Note Interest ”:  On any Payment Date for any Class of Notes, the interest accrued during the related Accrual Period at the Note Rate for such Class, applied to the Outstanding Principal Balance of such Class before giving effect to any payments of principal on such Payment Date.  The Note Interest for a Class of Notes will be calculated in the manner set forth in the related Series Supplement.
 
“ Note Owner ”:  With respect to a Book-Entry Note, the Person who is the beneficial owner of such Note as reflected on the books of the Depository, a Depository Participant or an indirect participating brokerage firm for which a Depository Participant acts as agent.  With respect to a Definitive Note, the Person who is the holder of such Note as reflected on the Note Register.
 
“ Note Rate ”:  With respect to any Class of Notes, the note interest rate specified in the applicable Series Supplement.

“ Note Register ”:  As defined in Section 2.05(a) .
 
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“ Note Registrar ”:  Initially, the Indenture Trustee and thereafter, such other bank or trust company as the Indenture Trustee shall appoint pursuant to Section 2.05(a) .
 
“ Note Transfer Restrictions ”: As defined in Section 2.05(m) .
 
“ Noteholder ” or “ Holder ”:  With respect to any Note, the Person in whose name such Note is registered on the Note Register maintained pursuant to Section 2.05 .  All references herein to “Noteholders” shall reflect the rights of Note Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided , however , that the parties hereto shall be required to recognize as a “Noteholder” or “Holder” only the Person in whose name a Note is registered in the Note Register as of the related Record Date.
 
“ Notice of Default ”:  As defined in Section 5.02 .
 
“ Officer’s Certificate ”:  A certificate signed by any Responsible Officer of an Issuer or of the Indenture Trustee, as the case may be.
 
“ Opinion of Counsel ”:  A written opinion of counsel (which shall be rendered by counsel that is Independent) in form and substance reasonably acceptable to and delivered to the addressees thereof.
 
“ Original Master Indenture ”: As defined in the Preliminary Statement.
 
“ Originator ”: Any of STORE Capital Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of STORE Capital, or its affiliates that originally acquires Properties or Mortgage Loans pursuant to purchase agreements with third parties and thereafter transfers such Properties or Mortgage Loans to an Issuer.
 
“ OTS ”:  Office of Thrift Supervision or any successor thereto.
 
“ Outstanding ”:  When used with respect to Notes, means, as of any date of determination, any Note theretofore authenticated and delivered under this Indenture, except:
 
(i)            Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation (other than any Note as to which any amount that has become due and payable in respect thereof has not been paid in full); and
 
(ii)          Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Note Registrar proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the applicable Issuers;
 
provided , however , that in determining whether the Holders of the requisite amount or percentage have given any request, demand, authorization, vote, direction, notice, consent or waiver hereunder, Notes owned by an Interested Person shall be disregarded and deemed not to be Outstanding (other than with respect to a request for consent pursuant to Section 8.02 or unless any such Person or Persons owns all such Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Note Registrar knows to be so owned shall be so disregarded.  Notes owned by an Interested Person which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Note Registrar in its sole discretion the pledgee’s right to act with respect to such Notes and that the pledgee is not an Interested Person.
 
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“ Outstanding Principal Balance ”:  With respect to any Class of Notes and any date of determination, the applicable Initial Principal Balance less the sum of all principal payments actually distributed to the Holders of such Class as of such date of determination.
 
“ Owned Property Schedule ”:  As defined in the Property Management Agreement.
 
“ Ownership Interest ”:  As to any Note, any ownership or security interest in such Note as held by the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
 
“ Payment Account ”:  The segregated account established in the name of the Indenture Trustee pursuant to Section 2.10(a) .
 
“ Payment Date ”:  The twentieth (20th) day of each calendar month, or, if such twentieth (20th) day is not a Business Day, the next succeeding Business Day, commencing with respect to each Series on the date specified in the applicable Series Supplement, and with respect to any Voluntary Prepayment, the applicable Redemption Date as set forth in the applicable Series Supplement.
 
“ Payoff Amount ”:  As defined in the Property Management Agreement.
 
“ Percentage Interest ”:  With respect to any Note, the fraction, expressed as a percentage, the numerator of which is the initial principal balance of such Note on the applicable Series Closing Date as set forth on the face thereof, and the denominator of which is the Initial Principal Balance of the related Class of Notes on the applicable Series Closing Date.
 
“ Percentage Rent ”:  As defined in the Property Management Agreement.
 
“ Permanent Regulation S Global Note ”:  As defined in Section 2.01(c) .
 
“ Permitted Encumbrances ”: With respect to any Property, collectively, (a) the Liens and security interests created by the Transaction Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Property or any part thereof, (c) Liens, if any, for taxes imposed by any Governmental Authority not yet delinquent, (d) Leases, (e) such other title and survey exceptions as are required by the Lease for such Property, and (f) such other easements, covenants, restrictions, rights-of-way and encumbrances as the applicable Issuer or the Property Manager has approved or may approve in writing in accordance with the Servicing Standard, which Permitted Encumbrances in the aggregate do not materially adversely affect the value or use or operation of such Property, the security intended to be provided by the related Mortgage or the Issuers’ ability to repay the Notes.  If reasonably requested by the applicable Issuer or the Property Manager, the Indenture Trustee shall join in the execution of a Permitted Encumbrance described in (e) and (f) above and subordinate the liens under the Transaction Documents to the same.
 
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“ Permitted Investments ”: Any one or more of the following obligations or securities:
 
(i)             direct obligations of, or guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality thereof provided that such obligations are backed by the full faith and credit of the United States of America;
 
(ii)            direct obligations of, or guaranteed as to timely payment of principal and interest by, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, the Federal National Mortgage Association or the Federal Farm Credit System, provided that any such obligation, at the time of purchase or contractual commitment providing for the purchase thereof, is qualified by any Rating Agency as an investment of funds backing securities rated “AAA” (or such comparable rating);
 
(iii)            demand and time deposits in or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank fully insured by the Federal Deposit Insurance Corporation, which such bank, trust company, savings and loan association or savings bank shall have a rating of not less than A-2 from S&P;
 
(iv)            repurchase obligations collateralized at 102% by any security described in clause   (i) or (ii) above entered into with a depository institution or trust company (acting as principal) described in clause (iii) above; and
 
(v)            such other obligations as the Issuers consent to in writing and would not cause a downgrade of the Notes.
 
“ Permitted Materials ”: As defined in the Property Management Agreement.
 
“ Person ”:  Any individual, corporation, partnership, limited liability company, joint venture, joint-stock company, estate, trust, association, unincorporated organization, or any federal, state, county or municipal government or any agency or political subdivision thereof.
 
“ Plan ”:  Any one of: (i)(A) an “employee benefit plan”, as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, or (B) a “plan”, as defined in Section 4975 of the Code, that is subject to the provisions of Section 4975 of the Code; (ii) an entity whose underlying assets include assets of any such employee benefit plan or plan as set forth in clause (i) of this definition by reason of an investment in such entity by such employee benefit plan or plan; or (iii) a governmental, church or non-U.S. plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.
 
“ Post-ARD Additional Interest ”: On any Payment Date on or after the Anticipated Repayment Date of any applicable Class of Notes, the interest accrued at the applicable Post-ARD Additional Interest Rate from and after such Payment Date on the Outstanding Principal Balance of such Class determined prior to giving effect to any payments of principal on such Payment Date.
 
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“ Post-ARD Additional Interest Rate ”: With respect to any applicable Class of Notes, the note interest rate specified in the applicable Series Supplement.
 
“ Post-Closing Acquisition Conditions ”: With respect to each Post-Closing Property on each Post-Closing Acquisition Date, the following conditions precedent:
 
(a)            receipt by the Indenture Trustee of an Officer’s Certificate from the Issuers (upon which the Indenture Trustee may conclusively rely with no liability therefor), dated as of the applicable Post-Closing Acquisition Date, in the form of Exhibit G-1 attached hereto, certifying to the following, and a Responsible Officer of the Indenture Trustee has no actual knowledge that anything contained therein is untrue:
 
(i)            no Early Amortization Period or DSCR Sweep Period is continuing and the acquisition of the Post-Closing Properties will not result in the occurrence of an Early Amortization Period or a DSCR Sweep Period;
 
(ii)          based on the facts known to the Person executing such Officer’s Certificate, the Issuers reasonably believe that no uncured Event of Default is continuing as of the applicable Post-Closing Acquisition Date and the acquisition of the related Post-Closing Properties will not result in the occurrence of an Event of Default;
 
(iii)         each Issuer is a solvent, special purpose, bankruptcy-remote entity;
 
(iv)         the representations and warranties of the Issuers made pursuant to this Indenture with respect to the Post-Closing Properties are true and correct as of the Post-Closing Acquisition Date;
 
(v)         all Post-Closing Acquisition Deliverables have been delivered to the Custodian as of the applicable Post-Closing Acquisition Date or such Post-Closing Acquisition Deliverables are addressed by a certification from counsel to the Issuers in the form of Exhibit G-3 attached hereto;
 
(vi)        each of the UCC Financing Statements (in the form of the UCC Financing Statements delivered in the ordinary course with respect to the Issuers’ Properties), including those (A) to the extent required by the jurisdiction in which the Post-Closing Property is located, which, upon filing, perfect the Indenture Trustee’s security interest in each such Post-Closing Property for the benefit of the Noteholders and (B) that relate to the termination of any applicable liens with respect to each such Post-Closing Property, have been delivered to the applicable title insurance company with appropriate direction to file such UCC Financing Statements in connection with the acquisition of the Post-Closing Properties; and
 
(vii)        each Post-Closing Property satisfies the requirements set forth in the definition of Post-Closing Property.
 
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(b)            receipt by the Indenture Trustee of an Officer’s Certificate from STORE Capital (upon which the Indenture Trustee may conclusively rely with no liability therefor), dated as of the applicable Post-Closing Acquisition Date, in the form of Exhibit G-2 attached hereto, certifying that (i) the terms, covenants, agreements and conditions to be complied with and performed by STORE Capital pursuant to the Transaction Documents have been complied with and performed in all material respects and (ii) each of the representations and warranties of STORE Capital contained in the Transaction Documents are true and correct in all material respects as though expressly made on and as of the Post-Closing Acquisition Date;
 
(c)            receipt by the Indenture Trustee and the Custodian of a certification from counsel to the Issuers, dated as of the Post-Closing Acquisition Date and in form and substance of Exhibit G-3 attached hereto, that each of the items required to be delivered pursuant to this Indenture and the Custody Agreement in connection with the acquisition of a Post-Closing Property has been duly delivered in the form and substance required therein or, to the extent such documents have not been so delivered, that (i) such documents are in the possession of the related title company and such title company has been instructed to record or file such documents, as applicable, or (ii) such counsel has such documents in its possession and is acting as the document agent on behalf of the Custodian and the Noteholders with respect thereto and that such documents will be delivered as required pursuant to this Indenture and the Custody Agreement; and
 
(d)            receipt by the Indenture Trustee of a receipt and certification of the Custodian in accordance with the Custody Agreement with respect to such Post-Closing Property.
 
“ Post-Closing Acquisition Date ”: Any Business Day on or after the related Series Closing Date through and including the related Post-Closing Acquisition Deadline.
 
“Post-Closing Acquisition Deadline ”: With respect to any Series, as defined in the related Series Supplement, if applicable.
 
“ Post-Closing Acquisition Deliverables ”: With respect to each Post-Closing Property on each Post-Closing Acquisition Date, the following items:
 
(a)            a Lease File with respect to such Post-Closing Property containing all components of a Lease File;
 
(b)            Opinions of Counsel from counsel to the Issuers, each dated as of the applicable Post-Closing Acquisition Date, relating to the Indenture Trustee’s security interest created by, and enforceability of, the related Mortgages, including, if applicable, perfection of the Indenture Trustee’s security interest in fixtures in the related Post-Closing Property; provided , however, that no such Opinion of Counsel shall be required if (i) the Master Lease Addition Date occurs no later than six (6) months after the Series Closing Date, and (ii) an Opinion of Counsel was given on the Series Closing Date with respect to the applicable Master Lease in the state where such Additional Master Lease Property is located;
 
(c)            a duly executed copy of the applicable purchase and sale agreement, or other similar agreement, evidencing transfer of such Post-Closing Property to the related Issuer;
 
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(d)            a payoff letter, title company escrow letter, or other similar documentation for such Post-Closing Property providing, among other things, that any prior lien on such Post-Closing Property will be released upon payment in full of the indebtedness outstanding under each applicable purchase and sale agreement; and
 
(e)            the following documents: (a) to the extent available, an updated or amended “tie-in” or similar endorsement, together with a “first loss” endorsement, (i) to each title insurance policy insuring the lien of the existing Mortgages as of the Post-Closing Acquisition Date, (ii) to each title insurance policy insuring the lien of the Mortgages with respect to each Post-Closing Property and (iii) providing that any leases of record are subordinate to the relevant Mortgage, and (b) a title insurance policy (or a marked, signed and redated commitment or pro forma policy to issue such title insurance policy) insuring the lien of the Mortgage encumbering each Post-Closing Property, issued by the title company that issued the title insurance policies insuring the lien of the existing Mortgages and dated as of the date of the Post-Closing Acquisition Date that contains such endorsements and affirmative coverages as are then available and are contained in the title insurance policies insuring the liens of the existing Mortgages, and such other endorsements or affirmative coverage that a prudent institutional mortgage lender would require.
 
“ Post-Closing Acquisition Notice ”: As defined in Section 12.19(b) .
 
“ Post-Closing Acquisition Remittance Amount ”: With respect to each Post-Closing Acquisition Date, the amount to be remitted by the Indenture Trustee in accordance with Section 12.19 hereof, which such amount shall be no greater than 75% of the related Aggregate Collateral Value of Post-Closing Properties.
 
“ Post-Closing Acquisition Reserve Account ”: The segregated trust account established by and in the name of the Indenture Trustee pursuant to Section 12.19(a) hereof.
 
“ Post-Closing Acquisition Reserve Amount ”: With respect to any Class of Notes, as defined in the applicable Series Supplement, if applicable.
 
“ Post-Closing Acquisition Unused Proceeds ”: As defined in Section 12.19(c) .
 
“ Post-Closing Property ”: A Property or Hybrid Lease acquired by an Issuer with amounts on deposit in the Post-Closing Acquisition Reserve Account that, on such Post-Closing Acquisition Date, (i) complies, in all material respects, with all of the applicable representations and warranties hereunder (with each date therein referring to the relevant Post-Closing Acquisition Date), (ii) is leased to a Tenant or Tenants whose Unit FCCR, Master Lease FCCR or Hybrid Lease FCCR is greater than or equal to 1.25x, (iii) has, or is leased pursuant to a Lease that has, a remaining term that will not cause the weighted average remaining term of the Collateral Pool to decrease by more than three (3) months, (iv) if the Tenant thereon or any third party has an option to purchase such Post-Closing Property, the contractual amount of such Third Party Option Price is not less than what the Allocated Loan Amount of such Post-Closing Property would be after being acquired by the Issuer, (v) is leased to a Tenant or Tenants whose Unit FCCR will not cause the Weighted Average Unit FCCR of the Collateral Pool to decrease by more than 0.05, (vi) is, or is leased pursuant to, a “triple-net” lease, (vii) has an appraisal meeting the requirements set forth in the definition of Appraised Value that was obtained no more than twelve (12) months prior to the relevant Post-Closing Acquisition Date, (viii) is leased to a Tenant or Tenants whose lease rate will not cause the weighted average lease rate of the Collateral Pool to decrease by more than 0.10 and (ix) after giving effect to the acquisition of such Property or Hybrid Lease by the related Issuer, either (A) a Maximum Property Concentration is not exceeded, or (B) if, prior to such acquisition, an existing Maximum Property Concentration is already exceeded, the addition of such Post-Closing Property will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such acquisition.
 
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“ Principal Terms ”: With respect to any Series: (i) the name or designation of such Series; (ii) the initial principal amount of the Notes to be issued for such Series; (iii) the interest rate to be paid with respect to such Series (or method for the determination thereof); (iv) the Mortgage Loans and Properties pledged to the Indenture Trustee in connection with such Series; (v) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vi) the terms of any form of Series Enhancement with respect to such Series; (vii) the Rated Final Payment Date for the Series; and (viii) such other terms and provisions as may be specified in the applicable Series Supplement with respect to the related Notes and the Collateral Pool.
 
“ Prior Master Indenture ”: As defined in the Preliminary Statement.
 
“ Proceeding ”:  Any suit in equity, action at law or other judicial or administrative proceeding.
 
“ Property ”:  As defined in the Property Management Agreement.
 
“ Property Management Agreement ”:  The Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI and STORE Master Funding VII, each as an Issuer, STORE Capital, as the Property Manager and Special Servicer, the Indenture Trustee, the Back-Up Manager, and any other joining party thereto, each such joining party as an Issuer, as the same may be further amended or supplemented from time to time.
 
“ Property Management Fee ”:  As defined in the Property Management Agreement.
 
“ Property Manager ”:  As defined in the Property Management Agreement.
 
“ Purchase and Sale Agreements ”: Collectively (i) the Loan Purchase Agreements and Purchase Agreements between the applicable Originator and the applicable Issuer, pursuant to which such Issuer acquires Mortgage Loans, Hybrid Lease loan components and Properties, as applicable, from the applicable Originator and (ii) the Purchase Agreements, if any, between the applicable Originator and certain third parties, the rights of which are assigned by the applicable Originator from time to time to an Issuer.
 
“ Qualified Institutional Buyer ”:  A “qualified institutional buyer” within the meaning of Rule 144A.
 
“ Qualified Substitute Hybrid Lease ”: As defined in the Property Management Agreement.
 
“ Qualified Substitute Loan ”: As defined in the Property Management Agreement.
 
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“ Qualified Substitute Property ”: As defined in the Property Management Agreement.
 
“ Rated Final Payment Date ”:  With respect to any Series of Notes, the date specified in the applicable Series Supplement.
 
“ Rating Agency ”:  With respect to any Series of Notes, each nationally recognized statistical rating organization that has been requested by the applicable Issuers to assign a rating to a Class of such Series.
 
“ Rating Condition ”:  With respect to any action or event or proposed action or event, will be satisfied by each Rating Agency then rating any existing Series of Notes confirming in writing that such action or event or proposed action or event will not result in the downgrade, qualification or withdrawal of such Rating Agency’s then current ratings of such Notes.
 
“ RCRA ”:  As defined in Section 10.08(a) .
 
“ Record Date ”:  As to any Payment Date with respect to Book-Entry Notes, the Business Day immediately preceding such Payment Date.  As to any Payment Date with respect to Definitive Notes, the last Business Day of the prior calendar month or, in the case of the initial Payment Date for any Series, the applicable Series Closing Date.
 
“ Recorded Covenants ”: With respect to a Property, all covenants, agreements, restrictions and encumbrances contained in any instruments recorded against the same or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.
 
“ Redemption Amount ”: As defined in Section 7.01(a) .
 
“ Redemption Date ”: As defined in Section 7.01(a) .
 
“ Regulation S ”:  Regulation S promulgated under the Securities Act.
 
“ Regulation S Global Note ”:  As defined in Section 2.01(c) .
 
“ Reimbursement Rate ”: As defined in the Property Management Agreement.
 
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“ Release Account ”:  As defined in the Property Management Agreement.
 
“ Remedial Work ”:  As defined in the Property Management Agreement.
 
“ Remittance Date ”: As defined in the Property Management Agreement.
 
“ Requisite Global Majority ”:  The Noteholders (excluding STORE Capital and any of its Affiliates) representing more than 66 2/3% of the Aggregate Series Principal Balance.
 
“ Resolution ”:  With respect to any Issuer, a copy of a resolution certified by an Authorized Officer of the applicable Issuer Member, to have been duly adopted by such Issuer Member to be in full force and effect on the date of such certification.
 
“ Responsible Officer ”:  With respect to the Indenture Trustee, any officer of the Indenture Trustee assigned to its Corporate Trust Services Group, customarily performing functions with respect to corporate trust matters and having direct responsibility for the administration of this Indenture and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture; and, with respect to the Issuers and the Issuer Member , any officer or number of officers or other Person or number of Persons duly authorized to perform the indicated action on behalf of such Person.
 
“ Restricted Global Note ”:  As defined in Section 2.01(b) .
 
“ Restricted Period ”:  With respect to the Notes of any Series, the period of time to and including forty (40) days after the later of (a) the date upon which such Notes were first offered to any Persons (other than distributors) in reliance upon Regulation S and (b) the applicable Series Closing Date.
 
“ Rule 144A ”:  Rule 144A promulgated under the Securities Act.
 
“ Rule 501(a) ”: Rule 501(a) promulgated under the Securities Act.
 
“ S&P ”:  Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, which is a division of S&P Global, Inc.
 
“ Scheduled Principal Payment ”:  With respect to each Payment Date and each Series, an amount equal to the sum of (a) any unpaid Scheduled Principal Payment or portion thereof for such Series from any prior Payment Date plus (b) the product of (i) (A) the related Scheduled Series Principal Balance for the prior Payment Date minus (B) the related Scheduled Series Principal Balance for the current Payment Date multiplied by (ii) a fraction (A) the numerator of which is equal to the Series Principal Balance immediately prior to such Payment Date (without taking into account any payments to be made on such Payment Date), minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the related Scheduled Series Principal Balance for the prior Payment Date.
 
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“ Scheduled Series Principal Balance ”:  With respect to any Payment Date and any Series of Notes, as defined in the applicable Series Supplement.
 
“ SEC ”:  The U.S. Securities and Exchange Commission.
 
“ Securities Act ”:  The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the SEC promulgated thereunder from time to time.
 
“ Series ”: Any series of Notes issued pursuant to this Indenture.
 
“ Series Account ”: Any account described in a related Series Supplement as established in the name of the Indenture Trustee for the benefit of the related Noteholders.
 
“ Series Available Amount ”:  As defined in Section 2.11(b) .
 
“ Series Closing Date ”: With respect to any Series, the closing date specified in the applicable Series Supplement.
 
 
“ Series Disposition Period Date ”:  With respect to each Series of Notes, as defined in the related Series Supplement.
 
“ Series Enhancement ”: The rights and benefits provided to the applicable Issuers or the Noteholders of any Series or Class pursuant to any interest rate swap agreement, interest rate cap agreement, reserve account, spread account, guaranteed rate agreement, letter of credit, surety bond, financial guaranty insurance, interest rate protection agreement or other similar agreement. Series Enhancement shall also refer to any agreements, instruments or documents governing the terms of the enhancements mentioned in the previous sentence or under which they are issued, where the context makes sense.  The subordination of any Class to another Class shall be deemed to be a Series Enhancement.
 
“ Series Enhancer ”: The Person or Persons providing any Series Enhancement, other than (except to the extent otherwise provided with respect to any Series in the related Series Supplement) the Noteholders of any Class of any Series which is subordinated to another Class of such Series.
 
“ Series Note ”: Any one of the Notes with the same Series designation, executed by the applicable Issuers and authenticated by or on behalf of the Indenture Trustee.
 
“ Series Principal Balance ”:  For any date of determination and any Series, the sum of the Outstanding Principal Balances of each Class of Notes of such Series.
 
“ Series Supplement ”: With respect to any Series, a supplement to this Indenture, executed and delivered in connection with the original issuance of the Notes of such Series under Section 2.04 hereof, including all amendments thereof and supplements thereto.
 
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“ Series Transaction Documents ”: With respect to any Series of Notes, any and all of the related Series Supplement, any related supplements or amendments to the Transaction Documents, documents related to any applicable Series Enhancement, if any, and any and all other agreements, documents and instruments executed and delivered by or on behalf or in support of the applicable Issuers with respect to the issuance and sale of such Series of Notes, as the same may from time to time be amended, modified, supplemented or renewed.
 
“ Servicing Standard ”:  As defined in the Property Management Agreement.
 
“ Special Servicer ”:  As defined in the Property Management Agreement.
 
“ Special Servicing Fee ”:  As defined in the Property Management Agreement.
 
“ Specially Managed Unit ”:  As defined in the Property Management Agreement.
 
“ STORE Capital ”: STORE Capital Corporation, a Maryland corporation, or its successor in interest.
 
“ Sub-Manager ”:  As defined in the Property Management Agreement.
 
“ Successor Person ”:  As defined in Section 9.08(a)(i) .
 
“ Support Provider ”: With respect to each Series of Notes, STORE Capital as support provider under the Guaranty.
 
“ Tax Opinion ”:  An Opinion of Counsel in respect of Taxes.
 
“ Taxes ”:  As defined in Section 9.03(a) .
 
“ Temporary Regulation S Global Note ”:  As defined in Section 2.01(b) .
 
“ Tenant ”:  With respect to each Lease, the tenant under such Lease and any successor or assign thereof.
 
“ Third Party Purchase Option ”: As defined in the Property Management Agreement.
 
“ Title Insurance Policies ”: As defined in the Property Management Agreement.
 
“ Transaction Documents ”:  This Indenture, the Property Management Agreement, the Hedge Agreements, the Limited Liability Company Agreements and other organizational documents of the Issuers, each Account Control Agreement, the Guaranty, the Collateral Agency Agreement, the Custody Agreement and other Series Transaction Documents specified in the related Series Supplement.
 
“ Transfer ”:  Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Note.
 
“ Transfer Date ”:  The date on which a Property or Mortgage Loan is acquired by the applicable Issuer.
 
“ Transfer-Restricted Note ”: As defined in Section 2.05(m) .
 
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“ Treasury Regulations ”:  Temporary, final or proposed regulations (to the extent that by reason of their proposed effective date such proposed regulations would apply to the Issuers) of the United States Department of the Treasury.
 
“ Trustee Report ”:  As defined in Section 6.01(a) .
 
“ UCC ”:  The Uniform Commercial Code as in effect in any applicable jurisdiction.
 
“ UCC Financing Statement ”:  A financing statement executed and in form sufficient for filing pursuant to the UCC, as in effect in the relevant jurisdiction.
 
“ Unscheduled Principal Payment ”: With respect to each Series, (i) as defined in the related Series Supplement, if applicable, or (ii) if not otherwise defined in the related Series Supplement, on any Payment Date, the Unscheduled Proceeds deposited into the Collection Account for such Payment Date.
 
“ Unscheduled Proceeds ”:  As defined in the Property Management Agreement.
 
“ U.S. Person ”:  As defined in Regulation S.
 
“ Voluntary Prepayment ”:  Any voluntary prepayment of any Class of Notes, in whole but not in part, in accordance with the procedures set forth in Section 7.01 or as provided in the applicable Series Supplement.
 
Section 1.02            Rules of Construction .
 
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:
 
(1)            the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
 
(2)            all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP, and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States;
 
(3)            the word “including” shall be construed to be followed by the words “without limitation”;
 
(4)            article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;
 
(5)            the definition of or any reference to any agreement, document or instrument herein shall be construed as referring to such agreement, document or instrument as from time to time amended, restated, supplemented or otherwise modified;
 
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(6)            references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof, shall refer to such law, constitution, statute, treaty, regulation, rule or ordinance as amended from time to time, and shall include any successor thereto;
 
(7)            references herein to any Person shall be construed to include such Person’s successors and permitted assigns;
 
(8)            the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision; and
 
(9)            the pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires.
 
ARTICLE II
 
THE NOTES
 
Section 2.01            Forms; Denominations .
 
(a)             Each Series of Notes shall be designated as the “Net-Lease Mortgage Notes”.  The Notes may be issued with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon consistent herewith, as determined by the officers executing such Notes, as evidenced by their execution thereof.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The number of Series of Notes which may be created by this Indenture is not limited.
 
(b)             Forms of Notes .
 
(i)            Except as set forth in Section 2.01(b)(ii) below and as otherwise set forth in the related Series Supplement, the Notes of each Class in a Series, upon original issuance, shall be issued as Book-Entry Notes in substantially the form of (i) a global note without interest coupons representing the Notes of such Class sold to Qualified Institutional Buyers, in substantially the form of Exhibit A-1 hereto, with such applicable legends as may be set forth in such exhibit (the “ Restricted Global Note ”), and (ii) a temporary global note without interest coupons representing the Notes of such Class sold in “offshore transactions” (within the meaning of Regulation S) to non-U.S. Persons in reliance on Regulation S, in substantially the form of Exhibit A-2 hereto, with such applicable legends as may be set forth in such exhibit (the “ Temporary Regulation S Global Note ”).
 
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(ii)            Notes held as of the related Series Closing Date by an Issuer or an Affiliate of an Issuer may be issued initially in the form of certificated notes in definitive, fully registered form without interest coupons in substantially the form of Exhibit A-3 hereto, with such applicable legends as may be set forth in such exhibit (each, a “ Definitive Note ”) which shall be registered in the name of the beneficial owner or nominee thereof, duly executed by the Issuers and authenticated by the Indenture Trustee as hereinafter provided.
 
(iii)          Each Class of Notes will be issuable only in denominations of not less than $100,000 and in integral multiples of $1 in excess thereof or as otherwise specified in the applicable Series Supplement. Each Note will be registered on issuance in the names of the initial Noteholders thereof.
 
(c)             After such time as the Restricted Period shall have terminated, and subject to the receipt by the Indenture Trustee of a certificate substantially in the form of Exhibit D-4 hereto (subject to Section 12.03 ), beneficial interests in a Temporary Regulation S Global Note may be exchanged for an equal aggregate principal amount of beneficial interest in a permanent global note without interest coupons (a “ Permanent Regulation S Global Note ” and, together with the Temporary Regulation S Global Notes, the “ Regulation S Global Notes ”), substantially in the form of Exhibit A-2 hereto, with such applicable legends as may be set forth in such exhibit.  Upon any exchange of any beneficial interest in a Temporary Regulation S Global Note for a beneficial interest in a Permanent Regulation S Global Note, (i) such Temporary Regulation S Global Note shall be endorsed by the Indenture Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such Temporary Regulation S Global Note shall be reduced for all purposes by the amount so exchanged and endorsed and (ii) such Permanent Regulation S Global Note shall be endorsed by the Indenture Trustee to reflect the increase of the principal amount evidenced thereby, whereupon the principal amount of such Permanent Regulation S Global Note shall be increased for all purposes by the amount so exchanged and endorsed.
 
(d)             Each Restricted Global Note will be deposited with the Book-Entry Custodian and registered in the name of the Depository or a nominee thereof.  Each Regulation S Global Note will be deposited with the Book-Entry Custodian and registered in the name of the Depository or a nominee thereof for the accounts of Clearstream Banking, société anonyme , or its successors, and/or Euroclear Bank S.A./N.V., as operator of the Euroclear System, or its successors. Each Definitive Note will be delivered to and registered in the name of the applicable Noteholder.
 
Section 2.02            Execution, Authentication, Delivery and Dating .
 
(a)            The Notes of each Series shall be executed by manual or facsimile signature on behalf of the applicable Issuers by any Authorized Officers of such Issuers.  Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of such applicable Issuers shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.  No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein, executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.  All Notes shall be dated the respective dates of their authentication.
 
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(b)            At the election of the Indenture Trustee, the Indenture Trustee may appoint one or more agents (each, an “ Authenticating Agent ”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with transfers and exchanges under Sections 2.05 and 2.07 , as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized under those Sections to authenticate the Notes.  For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of such Notes “by the Indenture Trustee.”  The Indenture Trustee shall be the initial Authenticating Agent.
 
Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.
 
Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuers.  The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuers.  Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may promptly appoint a successor Authenticating Agent, and give written notice of such appointment to the Issuers and to the Noteholders.  Upon the resignation or termination of the Authenticating Agent and prior to the appointment of a successor, the Indenture Trustee shall act as Authenticating Agent.
 
Each Authenticating Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee.
 
(c)             The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes of each Series for original issue in an aggregate amount equal to the initial Outstanding Principal Balance for each related Class as set forth in the applicable Series Supplement.
 
Section 2.03               Reserved .
 
Section 2.04               The Notes Generally; New Issuances .
 
(a)             Each Note of a particular Class shall rank pari passu with each other Note of such Class and be equally and ratably secured by the Collateral included in the Collateral Pool.  All Notes of a particular Class shall be substantially identical except as to denominations and as expressly permitted in this Indenture.
 
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(b)             This Indenture, together with the related Mortgages, shall evidence a continuing lien on and security interest in the Collateral Granted hereunder or subsequently included in the Collateral Pool to secure the full payment of the principal, interest and other amounts on the Notes of all Series, which shall in all respects be equally and ratably secured hereby for payment as provided herein, and without preference, priority or distinction on account of the actual time or times of the authentication and delivery of the Notes of any Class with respect to any Series, all in accordance with the terms and provisions of this Indenture and each Series Supplement.
 
(c)             Pursuant to one or more Series Supplements, the applicable Issuers may, from time to time, direct the Indenture Trustee, on behalf of such Issuers, to issue one or more new Series of Notes (a “ New Issuance ”).  The Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Indenture without preference, priority or distinction on account of the actual time of the authentication and delivery of any such Notes, all in accordance with the terms and provisions of this Indenture and each Series Supplement.
 
On or before the Series Closing Date relating to any New Issuance, the applicable Issuers shall execute and deliver a Series Supplement which shall specify the Principal Terms with respect to such Series.  The Indenture Trustee shall execute the Series Supplement, the applicable Issuers shall execute the Notes of such Series and the Notes of such Series shall be delivered to the Indenture Trustee for authentication and delivery.
 
(d)              The issuance of the first Series of Notes (which Series was issued pursuant to a Series Supplement dated as of the Initial Closing Date) was subject to the satisfaction of the following conditions:
 
(i)           receipt by the Indenture Trustee of an Issuer Order authorizing the execution and authentication of such Notes;
 
(ii)          receipt by the Indenture Trustee of the Transaction Documents and the related Series Transaction Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any breach or waiver;
 
(iii)       all Lease Files and Loan Files with respect to the Collateral Pool, as set forth herein, shall have been delivered to the Indenture Trustee or a custodian on its behalf together with all UCC Financing Statements, documents of similar import in other jurisdictions, and other documents reasonably necessary to perfect the Indenture Trustee’s security interest in such Collateral for the benefit of the Noteholders of all Series;
 
(iv)         receipt by the Indenture Trustee of Opinions of Counsel, (A) relating to the corporate and enforceability matters, as well as securities law matters, reasonably acceptable to the related Initial Purchasers and their counsel; (B) relating to the perfection and priority of the Indenture Trustee’s security interest; (C) relating to the consolidation of the assets and liabilities of the applicable Issuer in a bankruptcy proceeding that involves such Issuer, the related Issuer Member or STORE Capital; (D) relating to the characterization of the particular Class of Notes indicated in the related Series Supplement as debt for U.S. federal income tax purposes; (E) all opinions relating to enforceability of the related Mortgage; and (F) any other opinion required under the related Series Supplement;
 
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(v)          receipt by the Indenture Trustee of copies of letters signed by each applicable Rating Agency confirming that each Class of Notes has been given the ratings as indicated in the related Series Supplement;
 
(vi)        any applicable Issuer, if it has not done so for any previously issued Series, has delivered a certificate of such Issuer to the Indenture Trustee, dated the applicable Series Closing Date, to the effect that such Issuer is a solvent, special purpose, bankruptcy-remote entity; and
 
(vii)        receipt by the Indenture Trustee of an Officer’s Certificate from the applicable Issuer, upon which the Indenture Trustee shall be permitted to fully rely and shall not have any liability for so relying, stating that the conditions precedent to such issuance have been fulfilled.
 
(e)              The issuance of the Notes of any Series other than the first Series of Notes shall be subject to the satisfaction of the following conditions:
 
(i)            receipt by the Indenture Trustee of an Issuer Order authorizing the execution and authentication of such Notes;
 
(ii)           receipt by the Indenture Trustee of the Transaction Documents and the related Series Transaction Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any breach or waiver;
 
(iii)         if required by the related Series Supplement, delivery to the Indenture Trustee of the form of any Series Enhancement and all accompanying agreements with respect thereto and satisfaction of any other requirements set forth in such Series Supplement;
 
(iv)       all Lease Files and Loan Files with respect to the Collateral Pool, as set forth herein, shall have been delivered to the Indenture Trustee or a custodian on its behalf together with all UCC Financing Statements, documents of similar import in other jurisdictions, and other documents reasonably necessary to perfect the Indenture Trustee’s security interest in such Collateral for the benefit of the Noteholders of all Series;
 
(v)         each Rating Agency then rating any existing Series of Notes shall have confirmed in writing that such issuance will not result in the downgrade, qualification or withdrawal of the higher of (A) the then current rating of such Notes and (B) the rating of such Notes at the time of the original issuance thereof;
 
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(vi)         receipt by the Indenture Trustee of an Opinion of Counsel to the effect that, for U.S. federal income tax purposes, such New Issuance (x) will not adversely affect the tax characterization of the Class of Notes of any outstanding Series that was characterized as debt at the time of its issuance for U.S. federal income tax purposes, (y) will not cause any of the Issuers of any outstanding Series to be treated as an association that is taxable as a corporation, a publicly-traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, for U.S. federal income tax purposes, and (z) will not cause or constitute an event in which any U.S. federal income tax gain or loss would be recognized by any Noteholder or any of the Issuers of any outstanding Series;
 
(vii)        receipt by the Indenture Trustee of Opinions of Counsel, (A) relating to corporate and enforceability matters, as well as securities law matters reasonably acceptable to the related Initial Purchasers; (B) relating to the perfection and priority of the Indenture Trustee’s security interest; (C) (i) relating to the consolidation of the assets of the applicable Issuers in a bankruptcy proceeding that involves any such Issuer, the related Issuer Member or STORE Capital and (ii) if any Collateral is being assigned to an Issuer by an Affiliate of such Issuer in connection with the issuance of such Series, related to true sale matters with respect to such Collateral; (D) relating to the characterization of any Class of Notes indicated in the related Series Supplement as debt for U.S. federal income tax purposes; (E) all opinions relating to enforceability of the related Mortgage; and (F) any other opinion required under the related Series Supplement;
 
(viii)       receipt by the Indenture Trustee of copies of letters signed by each applicable Rating Agency confirming that each other Class of Notes has been given the then-current ratings by such Rating Agencies;
 
(ix)        any applicable Issuer, if it has not done so for any previously issued Series, has delivered a certificate of such Issuer to the Indenture Trustee, dated the applicable Series Closing Date, to the effect that such Issuer is a solvent, special purpose, bankruptcy-remote entity;
 
(x)           the Rated Final Payment Date with respect to such Notes shall be no earlier than the earliest Rated Final Payment Date with respect to any issued Series of Notes;
 
(xi)          no Early Amortization Period is continuing at the time of such issuance and such issuance will not result in the occurrence of an Early Amortization Period;
 
(xii)        such New Issuance shall not result in the occurrence of an Event of Default and the Issuers have delivered to the Indenture Trustee an Officer’s Certificate, dated the applicable Series Closing Date (upon which the Indenture Trustee may rely), to the effect that (1) based on the facts known to the Person executing such Officer’s Certificate, the Issuers reasonably believe that no uncured Event of Default is continuing at the time of such New Issuance and that such New Issuance shall not result in the occurrence of an Event of Default and (2) all conditions precedent to such execution, authentication and delivery have been satisfied;
 
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(xiii)       receipt by the Indenture Trustee of an Officer’s Certificate from each applicable Issuer, upon which the Indenture Trustee shall be permitted to fully rely and shall not have any liability for so relying, stating that the conditions precedent to such issuance have been fulfilled; and
 
(xiv)        any additional conditions as set forth in the related Series Supplement.
 
Section 2.05            Registration of Transfer and Exchange of Notes .
 
(a)             At all times during the term of this Indenture, there shall be maintained at the office of the Note Registrar a “ Note Register ” in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided.  The offices of the Note Registrar shall be initially located (as of the date hereof) at Citibank, N.A., 388 Greenwich Street, New York, New York 10013, Attention: Citibank Agency & Trust—STORE Master Funding.  The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as “ Note Registrar ” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided.  The Indenture Trustee may appoint, by a written instrument delivered to the Issuers, any other bank or trust company to act as Note Registrar under such conditions as the predecessor Indenture Trustee may prescribe; provided , that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.  If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor’s duties as Note Registrar.  The Issuers, the Property Manager, the Special Servicer, the Back-Up Manager and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.  Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder with a list of the other Noteholders of record identified in the Note Register at the time of the request.
 
(b)            No Transfer of any Note or interest therein shall be made unless that Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  No purported Transfer of any interest in any Note or any portion thereof which is not made in accordance with this Section 2.05 shall be given effect by or be binding upon the Indenture Trustee and any such purported Transfer shall be null and void ab initio and vest in the transferee no rights against the Collateral Pool or the Indenture Trustee.
 
None of the Issuers or any other person shall be obligated to register or qualify any Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest therein without registration or qualification.
 
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By its acceptance of a Note or an Ownership Interest therein, each Holder and Note Owner, respectively, will be deemed to have represented and agreed (or, in the case of Definitive Notes, shall represent and agree) that the Transfer thereof is restricted and agrees that it shall Transfer such Note or Ownership Interest only in accordance with the terms of this Indenture and such Note (including the legends applicable thereto) and in compliance with applicable law.
 
(c)              A Noteholder or Note Owner may exchange or Transfer a Book-Entry Note or Ownership Interest therein only in accordance with the following provisions:
 
(i)           No Transfer of any Book-Entry Note or an Ownership Interest therein shall be made unless such Transfer is made to a Qualified Institutional Buyer in reliance on Rule 144A or in an “offshore transaction” (within the meaning of Regulation S) to a non-U.S. Person in reliance on Regulation S, and pursuant to exemption, registration or qualification under applicable state securities laws.  The Indenture Trustee shall be entitled to rely upon the representations made or deemed made by each transferee pursuant to this Section 2.05 , and shall have no duty to undertake any investigation or verify that any Transfer satisfies the requirements of this paragraph.
 
(ii)          Restricted Global Note to Regulation S Global Note during Restricted Period .  If a Holder of or a Note Owner with respect to a Restricted Global Note wishes at any time during the Restricted Period to exchange its interest in such Restricted Global Note for an interest in the corresponding Regulation S Global Note, or to Transfer such Restricted Global Note or an Ownership Interest therein to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note or an Ownership Interest therein, such Holder or Note Owner may, subject to the provisions of this Section 2.05 , exchange or Transfer such Restricted Global Note for a Regulation S Global Note of the same Series and Class or an Ownership Interest therein with an equivalent principal amount.  Upon receipt by the Indenture Trustee of a certificate substantially in the form of Exhibit D-2 (subject to Section 12.03 ) given by the transferee of such Note or Ownership Interest (stating that such transferee is a non-U.S. Person and the exchange or Transfer of such interest has been made in compliance with the transfer restrictions applicable to such Notes and in accordance with Regulation S), the Indenture Trustee shall cancel the Restricted Global Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby), the applicable Issuers shall, concurrently with such cancellation (or reduction), issue and the Indenture Trustee shall cause to be authenticated to the transferee a Regulation S Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Regulation S Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Restricted Global Note so exchanged or transferred.
 
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(iii)         Restricted Global Note to Regulation S Global Note after the Expiration of Restricted Period .  If a Holder of or a Note Owner with respect to a Restricted Global Note wishes at any time after the expiration of the Restricted Period to exchange its interest in such Restricted Global Note for an interest in the corresponding Regulation S Global Note, or to Transfer such Restricted Global Note or an Ownership Interest therein to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note or an Ownership Interest therein, such Noteholder or Note Owner may, subject to provisions of this Section 2.05 , exchange or Transfer such Restricted Global Note for a Regulation S Global Note of the same Series and Class or an Ownership Interest therein with an equivalent principal amount.  Upon receipt by the Indenture Trustee of a certificate substantially in the form of Exhibit D-3 (subject to Section 12.03 ) given by the transferee (stating that the Transfer of such interest has been made in compliance with the transfer restrictions applicable to such Notes and pursuant to and in accordance with Regulation S), the Indenture Trustee shall cancel the Restricted Global Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby) and the applicable Issuers shall, concurrently with such cancellation (or reduction), issue, and the Indenture Trustee shall cause to be authenticated, to the transferee a Regulation S Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Regulation S Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Restricted Global Note so exchanged or transferred.
 
(iv)         Regulation S Global Note to Restricted Global Note .  If a Holder of or a Note Owner with respect to a Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to Transfer such Regulation S Global Note or an Ownership Interest therein to a Qualified Institutional Buyer who wishes to take delivery thereof in the form of a Restricted Global Note or an Ownership Interest therein, such Noteholder or Note Owner may, subject to the provisions of this Section 2.05 , exchange or Transfer such Regulation S Global Note for a Restricted Global Note of the same Series and Class or an Ownership Interest therein in an equivalent principal amount.  Upon receipt by the Indenture Trustee of a certificate substantially in the form of Exhibit D-1 (subject to Section 12.03 ) given by the transferee and stating that such transferee is a Qualified Institutional Buyer and is obtaining such Restricted Global Note or Ownership Interest therein in a transaction meeting the requirements of Rule 144A, the Indenture Trustee shall cancel the Regulation S Global Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby) and the applicable Issuers shall, concurrently with such cancellation (or reduction), issue and the Indenture Trustee shall cause to be authenticated to the transferee a Restricted Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Restricted Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Regulation S Global Note so exchanged or transferred.
 
(v)         Transfer of Ownership Interests in Book-Entry Notes .  Ownership Interests in Book-Entry Notes shall be exchanged or transferred in accordance with the rules and procedures of the Depository and the Depository Participants, including, with respect to Regulation S Global Notes, Clearstream Banking, société anonyme , or its successors, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, or its successors.

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(vi)           Book-Entry Note to Definitive Note . If any Book-Entry Note or an Ownership Interest therein is to be exchanged for a corresponding interest held in the form of a Definitive Note, or if any Transfer of a Book-Entry Note or an Ownership Interest therein is to be held by the related transferee in the form of a Definitive Note, then the Note Registrar shall refuse to register such exchange or Transfer unless it receives (and, upon receipt, may conclusively rely upon) (A) an executed transferor certificate from the transferor substantially in the form attached as Exhibit C-1 (subject to Section 12.03 ), and (B) an executed transferee certificate from the prospective transferee substantially in the form attached as Exhibit C-2 (subject to Section 12.03 ).  If any such transfer of a Book-Entry Note or Ownership Interest held by the related transferor and also to be held by the related transferee in the form of a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit C-1 in respect of such Note and the transferee will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit C-2 in respect of such Note, in each case as if such Note were evidenced by a Definitive Note.
 
(d)             A Noteholder or Note Owner may exchange or Transfer a Definitive Note or Ownership Interest therein only in accordance with the following provisions:
 
(i)             No Transfer of any Definitive Note shall be made unless such Transfer is made to a Qualified Institutional Buyer in reliance on Rule 144A or in an “offshore transaction” (within the meaning of Regulation S) to a non-U.S. Person in reliance on Regulation S, and pursuant to exemption, registration or qualification under applicable state securities laws; provided, however, that a Noteholder may Transfer a Definitive Note to an Issuer or an Affiliate of an Issuer that is an accredited investor within the meaning of Rule 501(a) (1), (2), (3) or (7) of the Securities Act (an “ Accredited Investor ”) and has certified that it is an Affiliate of an Issuer and an Accredited Investor, upon Indenture Trustee’s receipt of (A) such Holder’s Definitive Note properly endorsed for assignment to the transferee, (B) an executed transferor certificate from the transferor substantially in the form attached as Exhibit C-1 (subject to Section 12.03 ), and (C) an executed transferee certificate from the prospective transferee substantially in the form attached as Exhibit C-2 (subject to Section 12.03 ). The Indenture Trustee shall be entitled to rely upon the representations made or deemed made by each transferee pursuant to this Section 2.05 , and shall have no duty to undertake any investigation or verify that any Transfer satisfies the requirements of this paragraph.
 
(ii)         Transfer of Definitive Note to Regulation S Global Note during Restricted Period .  If a Holder of or a Note Owner with respect to a Definitive Note wishes at any time during the Restricted Period to exchange its interest in such Definitive Note for an interest in the corresponding Regulation S Global Note, or to Transfer such Definitive Note or an Ownership Interest therein to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note or an Ownership Interest therein, such Holder or Note Owner may, subject to the provisions of this Section 2.05 , exchange or Transfer such Definitive Note for a Regulation S Global Note of the same Series and Class or an Ownership Interest therein with an equivalent principal amount.  Upon receipt by the Indenture Trustee of (A) such Holder’s Definitive Note properly endorsed for assignment to the transferee and (B) a certificate substantially in the form of Exhibit D-2 (subject to Section 12.03 ) given by the transferee of such Note or Ownership Interest (stating that such transferee is a non-U.S. Person and the exchange or Transfer of such interest has been made in compliance with the transfer restrictions applicable to such Notes and in accordance with Regulation S), the Indenture Trustee shall cancel the Definitive Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby), the applicable Issuers shall, concurrently with such cancellation (or reduction), issue and the Indenture Trustee shall cause to be authenticated to the transferee a Regulation S Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Regulation S Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Definitive Note so exchanged or transferred.
 
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(iii)         Transfer of Definitive Note to Regulation S Global Note after the Expiration of Restricted Period .  If a Holder of or a Note Owner with respect to a Definitive Note wishes at any time after the expiration of the Restricted Period to exchange its interest in such Definitive Note for an interest in the corresponding Regulation S Global Note, or to Transfer such Definitive Note or an Ownership Interest therein to a Person who wishes to take delivery thereof in the form of a Regulation S Global Note or an Ownership Interest therein, such Noteholder or Note Owner may, subject to provisions of this Section 2.05 , exchange or Transfer such Definitive Note for a Regulation S Global Note of the same Series and Class or an Ownership Interest therein with an equivalent principal amount.  Upon receipt by the Indenture Trustee of (A) such Holder’s Definitive Note properly endorsed for assignment to the transferee and (B) a certificate substantially in the form of Exhibit D-3 (subject to Section 12.03 ) given by the transferee (stating that the Transfer of such interest has been made in compliance with the transfer restrictions applicable to such Notes and pursuant to and in accordance with Regulation S), the Indenture Trustee shall cancel the Definitive Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby) and the applicable Issuers shall, concurrently with such cancellation (or reduction), issue and the Indenture Trustee shall cause to be authenticated to the transferee a Regulation S Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Regulation S Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Definitive Note so exchanged or transferred.
 
(iv)        Transfer of Definitive Note to Restricted Global Note .  If a Holder of or a Note Owner with respect to a Definitive Note wishes at any time to exchange its interest in such Definitive Note for an interest in a Restricted Global Note or to Transfer such Definitive Note or an Ownership Interest therein to a Qualified Institutional Buyer who wishes to take delivery thereof in the form of a Restricted Global Note or an Ownership Interest therein, such Noteholder or Note Owner may, subject to the provisions of this Section 2.05 , exchange or Transfer such Definitive Note for a Restricted Global Note of the same Series and Class or an Ownership Interest therein in an equivalent principal amount.  Upon receipt by the Indenture Trustee of (A) such Holder’s Definitive Note properly endorsed for assignment to the transferee and (B) a certificate substantially in the form of Exhibit D-1 (subject to Section 12.03 ) given by the transferee and stating that such transferee is a Qualified Institutional Buyer and is obtaining such Restricted Global Note or Ownership Interest therein in a transaction meeting the requirements of Rule 144A, the Indenture Trustee shall cancel the Definitive Note so exchanged or transferred (or reduce the principal amount of the Notes evidenced thereby) and the applicable Issuers shall, concurrently with such cancellation (or reduction), issue and the Indenture Trustee shall cause to be authenticated to the transferee a Restricted Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Restricted Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Definitive Note so exchanged or transferred.
 
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(v)         Transfer of Definitive Note to Definitive Note . If a Holder of a Definitive Note wishes at any time to transfer such Definitive Note to a Person who wishes to take delivery thereof in the form of one or more Definitive Notes, such Holder may transfer or cause the transfer of such Note as provided below. Upon receipt by the Indenture Trustee of (A) such Holder’s Definitive Note, properly endorsed for assignment to the transferee, (B) an executed transferor certificate from the transferor substantially in the form attached as Exhibit C-1 (subject to Section 12.03 ), and (C) an executed transferee certificate from the prospective transferee substantially in the form attached as Exhibit C-2 (subject to Section 12.03 ), then the Indenture Trustee shall cancel such original Definitive Note in accordance with Section 2.14 , record the transfer in the Note Register in accordance with Section 2.05 and upon execution by the Issuer, authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Notes, endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in the aggregate Outstanding Principal Balances designated by the transferee (the aggregate Outstanding Principal Balances being equal to the aggregate Outstanding Principal Balance of the Definitive Notes, surrendered by the transferor), and in authorized denominations.
 
(e)             If a Person is acquiring any Note as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Note Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b) and (c) of this Section 2.05 .
 
(f)             Subject to the preceding provisions of this Section 2.05 , upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the applicable Issuers shall execute, and the Indenture Trustee shall cause to be authenticated and delivered, in the name of the designated transferee or transferees, one or more new Notes of the same Series and Class of a like Percentage Interest.
 
(g)             At the option of any Holder, its Notes may be exchanged for other Notes of authorized denominations of the same Series and Class of a like Percentage Interest upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose.  Whenever any Notes are so surrendered for exchange, the applicable Issuers shall execute, and the Indenture Trustee shall cause to be authenticated and delivered the Notes which the Noteholder making the exchange is entitled to receive.
 
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(h)              Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
 
(i)               No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.
 
(j)               All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its customary procedures.
 
(k)              The Note Registrar or the Indenture Trustee shall provide to the Issuers upon reasonable written request and at the expense of the requesting party a current copy of the Note Register.
 
(l)               Each transferee of a Note or an Ownership Interest therein will be deemed to have represented, warranted and agreed (or, in the case of Definitive Notes, shall represent, warrant and agree) that either (i) such transferee is not, and is not purchasing such Note on behalf of, as a fiduciary of, as trustee of, or with the assets of, a Plan or (ii)(A) such Note is rated investment grade or better as of the date of the purchase, (B) such transferee acknowledges that it cannot acquire such Note unless it is properly treated as indebtedness without substantial equity features for purposes of Department of Labor Regulations, as modified by ERISA, and agrees to so treat such Note and (C) such transferee’s acquisition and continued holding of such Note or Ownership Interest therein will not constitute or give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code (or a violation of any law substantially similar to Section 4975 of the Code or Section 406 of ERISA).
 
(m)             If any Note or Class of Notes is directly or indirectly owned by a Person such that such Note or Class of Notes is not properly treated as issued and outstanding for U.S. federal income tax purposes (a “ Transfer-Restricted Note ”), then such Transfer-Restricted Note may be sold or transferred to any Person if (a) the Note Registrar has received on the date of such sale or transfer an opinion of nationally recognized tax counsel knowledgeable in the tax aspects of securitization to the effect that at the time of such sale or transfer (1) such Transfer-Restricted Note is treated as indebtedness for federal income tax purposes and (2) such sale or transfer does not cause any Issuer to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation for federal income tax purposes, or (b) (1) the sum of the number of beneficial owners of the Transfer-Restricted Notes and the equity interests of all Issuers does not exceed the 95-Person Limit (as defined below) for U.S. federal income tax purposes after the proposed sale or transfer, (2) the Transfer-Restricted Notes are in definitive, physical form and (3) the Note Transfer Restrictions (as defined below) shall have been complied with.
 
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For purposes of complying with alternative (b) above in this Section 2.05(m) with respect to the proposed sale or transfer of a Transfer-Restricted Note, each prospective beneficial owner of any Transfer-Restricted Note shall represent, warrant and covenant to the Indenture Trustee and the Issuers in writing, on the date of such proposed sale or transfer, that (a) it is a U.S. Person within the meaning of Code section 7701(a)(30), (b) either (1) such beneficial owner is not a partnership, grantor trust or S corporation (a “ Flow-Through Entity ”) or (2) if such beneficial owner is a Flow-Through Entity or indirectly owns an interest in the Transfer-Restricted Notes through a Flow-Through Entity, (i) more than 50% of the value of such beneficial owner’s ownership interest in the Flow-Through Entity is not attributable to the Flow-Through Entity’s interest in the Transfer-Restricted Notes and (ii) a principal purpose of the use of the Flow-Through Entity is not to enable the sum of the number of beneficial owners of the Transfer-Restricted Notes and the equity interests of all Issuers to exceed 95 persons (the “ 95-Person Limit ”) and (c) it (1) will not use the Transfer-Restricted Notes and will not allow the Transfer-Restricted Notes to be used as collateral for the issuance of any securities that could cause any Issuer to become taxable as a corporation for U.S. federal income tax purposes and (2) will not take any action and will not allow any other action that could cause any Issuer to become taxable as a corporation for U.S. federal income tax purposes (the “ Note Transfer Restrictions ”).
 
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Section 2.06            Book-Entry Notes .
 
(a)              The Book-Entry Notes of each Series shall be delivered as one or more Notes held by the Book-Entry Custodian or, if appointed to hold such Notes as provided below, the Depository, and registered in the name of the Depository or its nominee and, except as set forth in any related Series Supplement or as otherwise provided in Section 2.06(c) below, transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depository that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein.  Except as provided in Sections 2.01 and 2.05 above, and Section 2.06(c) below, such Note Owners shall hold and transfer their respective Ownership Interests in and to such Notes through the book-entry facilities of the Depository and, except as provided in Sections 2.01 and 2.05 above, and Section 2.06(c) below, shall not be entitled to Definitive Notes in respect of such Ownership Interests.  All transfers by Note Owners of their respective Ownership Interests in the Book-Entry Notes to be held by the related transferees as Book-Entry Notes shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Note Owner.  Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.  The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such.  Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of any Book-Entry Note transferable through the book-entry facilities of the Depository.  The Book-Entry Custodian may, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Issuers, the Property Manager and Special Servicer, and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe; provided , that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment other than with respect to an appointment of the Depository.  If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian.  The Issuers shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry Custodian.
 
(b)              The Issuers, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Note Registrar may for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depository as the Noteholder and the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Noteholders hereunder.  The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depository Participants and brokerage firms representing such Note Owners.  Multiple requests and directions from, and votes of, the Depository as holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners.  The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Depository of such record date.
 
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(c)              If (i) the Issuers advise the Indenture Trustee and the Note Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes (or any portion thereof), and (ii) the Issuers are unable to locate a qualified successor, the Note Registrar shall notify all affected Note Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same.  Upon surrender to the Note Registrar of the Book-Entry Notes (or any portion thereof) by the Book-Entry Custodian or the Depository, as applicable, and the delivery of registration instructions from the Depository for registration of transfer, the applicable Issuers shall execute, and the Indenture Trustee shall cause to be authenticated and delivered, the Definitive Notes in respect of such Notes to the Note Owners identified in such instructions.  None of the applicable Issuers, the Collateral Agent, the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager or the Note Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.
 
(d)            Upon the issuance of Definitive Notes, for purposes of evidencing ownership of any Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise voting and consent rights with respect to, and to transfer and exchange such Definitive Notes.
 
(e)              Each of the Issuers shall provide an adequate inventory of Definitive Notes of each Class of each Series to the Indenture Trustee.
 
Section 2.07            Mutilated, Destroyed, Lost or Stolen Notes .
 
If any mutilated Note is surrendered to the Note Registrar, the applicable Issuers shall execute and the Indenture Trustee shall cause to be authenticated and delivered, in exchange therefor, a new Note of the same Series, Class and principal amount and bearing a number not contemporaneously outstanding.
 
If there shall be delivered to the applicable Issuers, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof, and (ii) indemnity as may be reasonably required by them to hold each of them and any of their agents harmless, then, in the absence of notice to the applicable Issuers or the Note Registrar that such Note has been acquired by a bona fide purchaser, the applicable Issuers shall execute and the Indenture Trustee shall cause to be authenticated and delivered, in lieu of any such destroyed, lost or stolen Note, a new Note of the same Series, Class, tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.
 
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Upon the issuance of any new Note under this Section 2.07 , the applicable Issuers, the Indenture Trustee and the Note Registrar may require the payment by the Noteholder of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent and the Indenture Trustee) in connection therewith.
 
Every new Note issued pursuant to this Section 2.07 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuers, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of its Class and Series duly issued hereunder.
 
The provisions of this Section 2.07 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
 
Section 2.08            Noteholder Lists .
 
The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Noteholders of each Series, which list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar.  Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder at such Noteholder’s expense with a list of the Noteholders of record identified in the Note Register at the time of the request.  Every Noteholder, by receiving such access, or by receiving a Note or an interest therein, agrees with the Note Registrar that the Note Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.
 
Section 2.09            Persons Deemed Owners .
 
The Issuers, the Indenture Trustee, the Note Registrar and any of their agents, may treat the Person in whose name a Note is registered as the owner of such Note as of the related Record Date for the purpose of receiving payments of principal, interest and other amounts in respect of such Note and for all other purposes, whether or not such Note shall be overdue, and none of the Issuers, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary.
 
Section 2.10            Payment Account .
 
(a)             The Indenture Trustee has established and shall maintain one or more segregated trust accounts (collectively, the “ Payment Account ”) at Citibank, N.A., in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. At all times, the Payment Account shall be an Eligible Account or a sub-account of an Eligible Account.  On each Remittance Date, the Indenture Trustee shall deposit or cause to be deposited in the Payment Account, as provided in the Property Management Agreement, the Available Amount for such Payment Date.  Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Payment Account.  Funds in the Payment Account shall not be commingled with any other moneys.  All moneys deposited from time to time in the Payment Account shall be held by and under the control of the Indenture Trustee in the Payment Account for the benefit of the Noteholders and the Issuers as herein provided.
 
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(b)              Amounts in the Payment Account shall be held uninvested.
 
(c)              The Indenture Trustee is authorized to make withdrawals from the Payment Account (the order set forth hereafter in this subsection (c) not constituting an order of priority for such withdrawals) to make payments on the Notes and to other parties as set forth in the priorities of payments pursuant to Section 2.11(b) of this Indenture, to the applicable Series Enhancers and to the Issuers as provided in Section 2.11 .
 
(d)              Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 , the Indenture Trustee shall pay to the holders of the Issuer Interests, as their interests may appear, all amounts, if any, held by it remaining as part of the Collateral Pool.
 
Section 2.11            Payments on the Notes .
 
(a)              Subject to Section 2.11(b) , the applicable Issuers agree to pay:
 
(i)             on each Payment Date prior to the Rated Final Payment Date for the Classes of each Series of Notes (but only to the extent of the Available Amount pursuant to Section 2.11(b) , in the case of payments of principal), interest on and principal of such Notes in the amounts and in accordance with the priorities set forth in Section 2.11(b) ; and
 
(ii)             on the Rated Final Payment Date for the Classes of each Series of Notes, the entire applicable Series Principal Balance, together with all accrued and unpaid interest thereon.
 
Amounts properly withheld under the Code by any Person from a payment to any Holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.11(b) , shall be considered as having been paid by the applicable Issuers to such Noteholder for all purposes of this Indenture.
 
(b)             With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to each Person that is a registered holder thereof at the close of business on the related Record Date; provided , however , that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Indenture Trustee’s Office or such other address as may be specified in the notice of final payment.  Payments of interest, principal and other amounts on the Notes shall be made on each Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such accounts as each such Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to such Payment Date or otherwise by check mailed on or before such Payment Date to the Person entitled thereto at such Person’s address appearing on the Note Register as of the related Record Date.  The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at the Indenture Trustee’s Office, but in no event later than the next Business Day after the day of such presentation.  If presentation is made after 3:30 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day.
 
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Each payment with respect to a Book-Entry Note shall be paid to the Depository, as holder thereof, and the Depository shall be responsible for crediting the amount of such payment to the accounts of its Depository Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such payments to the related Note Owners that it represents and to each indirect participating brokerage firm (a “ brokerage firm ” or “ indirect participating firm ”) for which it acts as agent.  Each brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents.  None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law.  The applicable Issuers and the Indenture Trustee shall perform their respective obligations under each Letter of Representations.
 
Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note.  Interest, principal and other amounts payable on any Note issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.11(b) .
 
All payments of interest, principal and other amounts made with respect to the Notes of a Class of any Series will be allocated pro rata among the Outstanding Notes of such Class as set forth below.
 
If any Note on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated, non-interest bearing account (and shall remain uninvested) separate from the Payment Account (but which may be a sub-account thereof) but which constitutes an Eligible Account (or a sub-account of an Eligible Account), and the Indenture Trustee and the Issuers shall act in accordance with Section 5.10 in respect of the unclaimed funds.
 
On each Payment Date, the Available Amount for such Payment Date will be applied by the Indenture Trustee, first to pay the following expenses of the Issuers related to the Collateral Pool (collectively, “ Collateral Pool Expenses ”), (i) to the extent not withdrawn from the Collection Account by the Property Manager on or prior to the applicable Remittance Date in accordance with the Property Management Agreement in the following order of priority:
 
(I) to the Indenture Trustee, the earned and unpaid Indenture Trustee Fees;
 
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(II) to the Property Manager, the earned and unpaid Property Management Fee;
 
(III) to the Special Servicer, any earned and unpaid Special Servicing Fees;
 
(IV) to the Back-Up Manager, any earned and unpaid Back-Up Fee;
 
(V) to the Property Manager, the Special Servicer, the Back-Up Manager or the Indenture Trustee, as applicable, an amount equal to all unreimbursed Advances, including any Nonrecoverable Advances (plus interest thereon at the Reimbursement Rate) and Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date with interest thereon at the Reimbursement Rate (not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case, such limit will not apply);
 
(VI) to the parties entitled thereto, the amount of any Issuer Expenses (not to exceed the Issuer Expense Cap, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case, such limit will not apply); and
 
(VII) (a) first , to the Indenture Trustee (in any of its capacities under this Indenture), (b) second , to the Property Manager and the Special Servicer, and (c) third , to the relevant party, the amount of Extraordinary Expenses for such Payment Date and to the extent unpaid from any prior Payment Date, to the extent not already reimbursed in sub-clauses (I) through (VI) above, in each case, with interest thereon at the Reimbursement Rate (not to exceed the Extraordinary Expense Cap, unless an Event of Default resulting in the acceleration of the Notes has occurred and is then continuing, in which case (i) such limit will not apply and (ii) indemnities due to the Issuers or any Control Person, member, manager, officer, employee or agent of any such Issuers, other than any such party in connection with its role as Property Manager or Special Servicer, will be payable only after payments due to the Noteholders pursuant to the allocation of the Series Available Amount below).
 
Subject to the terms and provisions of each Series Supplement, the Available Amount remaining on any Payment Date after payment of Collateral Pool Expenses will be allocated in the following manner and priority (the aggregate amount allocated pursuant to clauses (1) , (2) , (3) , (5) and (6) below, the “ Series Available Amount ”):
 
(1)              to each Series, Note Interest, allocated pro rata , based on all amounts due on such Payment Date to each Series in respect of Note Interest on the Notes, plus all unpaid Note Interest from prior Payment Dates and interest thereon at the applicable Note Rates), an amount equal to such Note Interest, plus unpaid Note Interest from any prior Payment Date (together with interest thereon);
 
(2)               so long as no Early Amortization Period is in effect, sequentially:
 

a.
to each Series, the Scheduled Principal Payments for such Payment Date, allocated pro rata based on all amounts due on such Payment Date for all Series in respect of Scheduled Principal Payments; and
 
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b.
to each Series, the Unscheduled Principal Payment for such Payment Date, allocated pro rata based on the applicable Series Principal Balance (in each case after application of the allocations described in clause (2)(a) above); provided, however, that any Unscheduled Principal Payments allocated to any Series shall not exceed such related Series Principal Balance;
 
(3)             during an Early Amortization Period, to each Series, all remaining Available Amounts, allocated pro rata , based on the Series Principal Balance of the related Notes, all remaining Series Available Amounts, in an amount not to exceed the applicable Series Principal Balance of the Notes;
 
(4)              during a DSCR Sweep Period, to the DSCR Reserve Account, all remaining Series Available Amounts until the amount on deposit in the DSCR Reserve Account is equal to the Aggregate Series Principal Balance;
 
(5)              to each Series, pro rata, based on the Make Whole Amount to each Series, the applicable Make Whole Amount plus any unpaid Make Whole Amounts from any prior Payment Date;
 
(6)             to each Series, pro rata , based on any and all amounts due on such Payment Date for such Series in respect of Post-ARD Additional Interest (if any), as applicable, on the related Notes, and any Deferred Post-ARD Additional Interest, if any, from any prior Payment Date , an amount equal to the Post-ARD Additional Interest with respect to such Series ;
 
(7)            to the extent not paid as Collateral Pool Expenses, any Issuer Expenses and Extraordinary Expenses related to such Payment Date plus any unpaid Issuer Expenses and Extraordinary Expenses from any prior Payment Date, with interest thereon at the Reimbursement Rate; and
 
(8)               pro rata , to each Issuer, all remaining Series Available Amounts.
 
The commencement of an Early Amortization Period caused by the occurrence of an event set forth under clause (A) or clause (B) of the definition of “Early Amortization Period” shall be waivable by the Requisite Global Majority.  The occurrence of an event, upon the occurrence of which an Early Amortization Period under clause (C) of the definition of “Early Amortization Period” shall otherwise commence, shall be waivable by the Controlling Parties of all Series of Notes.
 
The Notes are nonrecourse obligations solely of the applicable Issuers and will be payable only from the Collateral included in the Collateral Pool.  Each Noteholder and Note Owner will be deemed to have agreed that they have no rights or claims against the Issuers directly or indirectly and may only look to the Collateral Pool to satisfy any such Issuer’s obligations hereunder.  Each Noteholder and Note Owner will be deemed to have agreed, by its acceptance of its Note or its Ownership Interest therein, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any applicable Issuer for a period of two (2) years and thirty-one (31) days following payment in full of the Notes of all Series. Notwithstanding the provisions of this Section 2.11(b) , the Issuers may, subject to Section 9.06 , at any time advance funds to the Indenture Trustee for the purpose of allowing the Indenture Trustee to make required payments on the Notes (“ Issuer Advances ”) without right of reimbursement.
 
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(c)              In connection with making any payments pursuant to Section 2.11(b) , the Indenture Trustee shall make available to each Issuer on the related Payment Date via the Indenture Trustee’s internet website specified in Section 6.01(a) , a written statement detailing the amounts so paid; provided , that if such information is not so available on the Indenture Trustee’s internet website for any reason, the Indenture Trustee shall provide each Issuer with such written statement by facsimile transmission, confirmed in writing by first class mail or overnight courier.
 
Section 2.12            Final Payment Notice .
 
(a)             Notice of final payment under Section 2.11(b) shall be given by the Indenture Trustee as soon as practicable, but not later than two Business Days prior to the Final Payment Date for a Class of any Series, to each Noteholder of such Series as of the close of business on the Record Date in the calendar month preceding the Final Payment Date at such Noteholder’s address appearing in the Note Register and to each applicable Rating Agency and each applicable Issuer.
 
(b)              All notices of final payment in respect of a Class of Notes of any Series shall state (i) the Final Payment Date for such Notes, (ii) the amount of the final payment for such Notes and (iii) the place where such Notes are to be surrendered for payment.
 
(c)              Notice of final payment of a Class of Notes of any Series shall be given by the Indenture Trustee in the name and at the expense of the Indenture Trustee.  Failure to give notice of final payment, or any defect therein, to any Noteholder of such Series shall not impair or affect the validity of the final payment of any other Note.
 
Section 2.13            Compliance with Withholding Requirements .
 
Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code or any other applicable federal law.  The consent of Noteholders shall not be required for any such withholding.
 
Section 2.14            Cancellation .
 
The applicable Issuers may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which such Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar.
 
All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar.  All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.
 
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Section 2.15            Reserved .
 
Section 2.16            The Hedge Agreements .
 
(a)              On any Series Closing Date, the applicable Issuers may enter into one or more Hedge Agreements with respect to any Class of any related Series of Notes.
 
(b)             The Indenture Trustee shall, on behalf of the applicable Issuers, distribute amounts due to each Hedge Counterparty under the applicable Hedge Agreements on any Payment Date from the Payment Account in accordance with Section 2.11 and the applicable Series Supplement.
 
(c)             The Indenture Trustee shall agree to any reduction in the notional amount of any Hedge Agreement requested by the applicable Issuers; provided , that, if any Notes are then Outstanding and rated by the Rating Agencies, the Indenture Trustee shall first have received the written confirmation that the Rating Condition is satisfied. Any amount paid by a Hedge Counterparty to the applicable Issuers in connection with such reduction shall constitute part of the Available Amount except as otherwise provided in the applicable Series Supplement.
 
(d)             Each Hedge Agreement (unless otherwise provided in the applicable Series Supplement) shall permit the complete or partial termination thereof (without the payment by the applicable Issuers of penalties or fees other than termination-related expenses) by the applicable Issuers subject to the provision of at least ten (10) Business Days notification to the Rating Agencies. The Indenture Trustee shall, prior to each applicable Series Closing Dates if required by the applicable Series Supplement, establish at Citibank, N.A. (or at such other financial institution as provided in the applicable Series Supplement and as necessary to ensure that the Hedge Counterparty Account is at all times an Eligible Account or a sub-account of an Eligible Account) a segregated trust account that shall be designated as a “ Hedge Counterparty Account ”, in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the applicable Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the applicable Issuers nor any other Person shall have any legal or beneficial interest.  The Hedge Counterparty Accounts may be sub-accounts of the Payment Account.  The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, a Hedge Counterparty Account shall be for application to obligations of the applicable Hedge Counterparty to the applicable Issuers under the related Hedge Agreement.
 
(e)             In the event a Responsible Officer of the Indenture Trustee becomes aware that a Hedge Counterparty has defaulted in the payment when due of its obligations to the applicable Issuers under the related Hedge Agreement, the Indenture Trustee shall make a demand on such Hedge Counterparty, or any guarantor, if applicable, demanding payment by 12:30 p.m., New York City time, on such date (or by such time on the next succeeding Business Day if such actual knowledge is obtained by such Responsible Officer of the Indenture Trustee after 11:00 a.m., New York City time).  The Indenture Trustee shall give notice to the applicable Noteholders upon the continuing failure by such Hedge Counterparty to perform its obligations during the two Business Days following a demand made by the Indenture Trustee on such Hedge Counterparty.
 
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(f)            If at any time a Hedge Agreement becomes subject to early termination due to the occurrence thereunder of an event of default or a termination event, the applicable Issuers and the Indenture Trustee shall take such actions (following the expiration of any applicable grace period and after the expiration of the two Business Day period referred to in Section 2.16(e) , as applicable) to enforce the rights of the applicable Issuers and the Indenture Trustee thereunder as may be permitted by the terms of such Hedge Agreement and consistent with the terms hereof, and shall apply the proceeds of any such actions (including, without limitation, the proceeds of the liquidation of any collateral pledged by the related Hedge Counterparty) to enter into a replacement Hedge Agreement on such terms or provide such other substitute arrangement (or forebear from doing either of the foregoing) as provided in the applicable Series Supplement . Any costs attributable to entering into a replacement Hedge Agreement which exceed the aggregate amount of the proceeds of the liquidation of the terminated Hedge Agreement shall constitute Issuer Expenses payable under Section 2.11(b) . In addition, the applicable Issuers will use their best efforts to cause the termination of a Hedge Agreement to become effective simultaneously with the entry into a replacement Hedge Agreement described as aforesaid.
 
(g)            The applicable obligations under a Hedge Agreement must be non-recourse obligations of the applicable Issuers payable only to the extent of available funds in accordance with Section 2.11(b) . In addition, the provisions under each Hedge Agreement shall provide that the related Hedge Counterparty shall not institute against, or join any other person or entity in instituting against, any of the Issuers, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under the Bankruptcy Code or any state bankruptcy or similar law, for two (2) years and thirty-one (31) days after the last Note issued by the Issuers is paid in full, and that the agreements in such provisions shall survive termination of such Hedge Agreement.
 
Section 2.17            Tax Treatment of the Notes .
 
The Issuers have entered into this Indenture, and each Class of Notes will be issued, with the intention that, for purposes of any federal, state and local income or franchise tax and any other taxes imposed on or measured by income, such Notes will qualify as indebtedness (unless otherwise provided in the applicable Series Supplement) upon their issuance for federal income tax purposes.  The Issuers, by entering into this Indenture, each Noteholder, by acceptance of its Note, and each Note Owner, by purchasing or otherwise acquiring an Ownership Interest in a Note, agree to treat the Notes and such Ownership Interests for purposes of any federal, state and local income or franchise tax and any other taxes imposed on or measured by income, as indebtedness (unless otherwise provided in the applicable Series Supplement) upon their issuance for federal income tax purposes.
 
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Section 2.18            DSCR Reserve Account .
 
(a)              On or prior to the date hereof, the Indenture Trustee shall establish and maintain at Citibank, N.A. one or more segregated trust accounts (collectively, the “ DSCR Reserve Account ”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. At all times, the DSCR Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account.
 
(b)            The Indenture Trustee shall deposit or cause to be deposited in the DSCR Reserve Account during any DSCR Sweep Period the amount allocated for such purpose pursuant to Section 2.11(b) . Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the DSCR Reserve Account. Funds in the DSCR Reserve Account shall not be commingled with any other moneys. All moneys deposited from time to time in the DSCR Reserve Account shall be held by and under the control of the Indenture Trustee in the DSCR Reserve Account for the benefit of the Noteholders and the Issuers as herein provided.
 
(c)              All amounts in the DSCR Reserve Account shall remain uninvested.
 
(d)            Upon the termination of a DSCR Sweep Period, the Indenture Trustee shall remit such amounts to the Payment Account for application as Available Amount (other than as Unscheduled Proceeds) by the Indenture Trustee in accordance with Section 2.11(b) . During an Early Amortization Period, the Indenture Trustee shall apply all amounts on deposit in the DSCR Reserve Account as Unscheduled Principal Payments and allocate such amounts to all Series in accordance with Section 2.11(b) on the related Payment Date . On the Rated Final Payment Date of any Class of Notes, the Indenture Trustee shall transfer all amounts on deposit in the DSCR Reserve Account on such date to the Payment Account to be applied in accordance with Section 2.11(b) .
 
Section 2.19            Representations and Warranties with Respect to the Issuers .
 
Except as otherwise provided in any applicable Series Supplement, each applicable Issuer hereby represents and warrants to the other parties hereto, as of the applicable Series Closing Date, as follows:
 
(a)             Such Issuer is a limited liability company duly created and validly existing in good standing under the laws of the State of Delaware and has full power, authority and legal right to execute and deliver the Indenture and the other Transaction Documents to which such Issuer is a party and to perform its obligations under the Indenture and the other Transaction Documents to which it is a party.
 
(b)             The execution and delivery by such Issuer of the Indenture and the performance by such Issuer of its obligations under the Indenture and the other Transaction Documents to which such Issuer is a party has been duly and validly authorized and directed and does not violate the applicable Limited Liability Company Agreement, nor does such execution, delivery or performance require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action by, any arbitrator, court or other Governmental Authority or conflict with, or result in a breach or violation of, any provision of any law or regulation governing such Issuer or any order, writ, judgment or decree of any arbitrator, court or other Governmental Authority applicable to such Issuer or any of its assets, any indenture, mortgage, deed of trust, partnership agreement or other agreement or instrument to which such Issuer is a party or by which such Issuer or any portion of the Collateral is a party or by which such Issuer or all or any portion of the Collateral is bound, which breach or violation would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any Property as security for the Notes.
 
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(c)             Such Issuer has requisite power and authority to own the applicable Properties and Mortgage Loans and to transact the businesses in which it is now engaged. Such Issuer is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the applicable Properties and Mortgage Loans, its business and operations. Such Issuer possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the applicable Properties and Mortgage Loans and to transact the businesses in which it is now engaged, the failure of which to obtain would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any such Property or Mortgage Loans as security for the Notes. The sole business of such Issuer is as set forth in the applicable Limited Liability Company Agreement.
 
(d)            The Indenture and the other Transaction Documents have been duly executed and delivered by such Issuer and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Issuer, enforceable against such Issuer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(e)              Such Issuer has no employee benefit plans and is not required to make any contributions to any Plans.
 
(f)             Such Issuer (a) has not entered into the Indenture or any of the other Transaction Documents with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Indenture. Giving effect to the applicable Series of Notes, the fair saleable value of all Issuers’ assets exceed and will, immediately following the execution and delivery of the Transaction Documents, exceed the Issuers’ total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of the Issuers’ assets is and will, immediately following the execution and delivery of the Transaction Documents, be greater than the Issuers’ probable liabilities, including the maximum amount of their contingent liabilities or debts as such debts become absolute and matured. The Issuers’ assets do not and, immediately following the execution and delivery of the Transaction Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Such Issuer does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of such Issuer).
 
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(g)             Such Issuer is not: (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the 1940 Act; (b) relying upon Section 3(c)(1) or Section 3(c)(7) of the 1940 Act as a basis for not registering under the 1940 Act; (c) required to be registered under the 1940 Act because of an exclusion or exemption from the definition of “investment company” contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the such Issuer; (d) a “covered fund” under the so-called Volcker Rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (e) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (f) subject to any other federal or state law or regulation which prevents such Issuer from entering into the Indenture; the Indenture is not required to be qualified under the 1939 Act.
 
(h)              The Transaction Documents and the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) do not contain any untrue statement of a material fact or omit to state any material fact necessary to make statements contained herein or therein not misleading.
 
(i)                The applicable Series of Notes, the Indenture, the other Transaction Documents and the organizational documents of such Issuer are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor would the operation of any of the terms of such Series of Notes, the Indenture, any of the other Transaction Documents or the organizational documents of such Issuer, or the exercise of any right thereunder, render the Indenture unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury.
 
(j)               The Indenture is in full force and effect and no Event of Default or violation under the Indenture or any of the other Transaction Documents or the organizational documents of such Issuer by any party thereunder has occurred and is continuing.
 
(k)              Neither such Issuer nor any of its constituent Persons are contemplating either the filing of a petition by it under the Bankruptcy Code or any state bankruptcy or insolvency laws or the liquidation of all or a major portion of such Issuer’s assets or property, and such Issuer has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.
 
(l)                Such Issuer is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code and the related Treasury Regulations, including temporary regulations.
 
(m)              Such Issuer does not own any asset or property other than the applicable Mortgage Loans, Properties and related Leases.
 
(n)              Such Issuer has not incurred any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), that has not been repaid in full, other than (i) the Notes, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances.
 
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(o)              Such Issuer has not made any loans or advances to any third party (including any Affiliate or constituent party or any Affiliate of any constituent party).
 
(p)              Such Issuer has done or caused to be done all things necessary to observe organizational formalities and preserve its existence.
 
(q)              Such Issuer has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any Affiliate of any constituent party, or any other Person.
 
(r)              Such Issuer has not guaranteed, become obligated for, pledged its assets as security for, or held itself out to be responsible for the debts or obligations of any other Person or the decisions or actions respecting the daily business or affairs of any other Person, except for (a) guarantees or pledges from which such Issuer has been released or (b) the Notes.
 
(s)              All of the assumptions made in any applicable substantive non-consolidation opinion letter dated the date hereof, delivered by DLA Piper LLP (US) in connection with the Notes and any subsequent non-consolidation opinion delivered on behalf of such Issuer as required by the terms and conditions of the Indenture (the “ Insolvency Opinion ”), including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. Each Person other than such Issuer, if any, with respect to which an assumption is made in the applicable Insolvency Opinion has complied with all of the assumptions made with respect to it in such Insolvency Opinion.
 
(t)               Upon the issuance of the applicable Series of Notes, the Indenture Trustee has a valid and enforceable first priority perfected lien or perfected security interest, as applicable, in the Collateral, subject only to Permitted Encumbrances.
 
(u)            As of the date hereof, each applicable Series Closing Date and at all times throughout the term of the Notes, (i) none of the funds or other assets of such Issuer constitute property of, or are beneficially owned, directly or indirectly, by any Person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the USA PATRIOT Act (including the anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701, et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in such Issuer (whether directly or indirectly) is prohibited by law or the Notes are in violation of law (such person, an “ Embargoed Person ”), (ii) no Embargoed Person has any interest of any nature whatsoever in such Issuer, with the result that the investment in such Issuer (whether directly or indirectly) is prohibited by law or the Notes are in violation of law, and (iii) none of the funds of such Issuer have been derived from any lawful activity with the result that the investment in such Issuer (whether directly or indirectly) is prohibited by law or the Notes are in violation of law.
 
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(v)             No part of the proceeds of the Notes will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of the Indenture or the other Transaction Documents.
 
Section 2.20            Representations and Warranties With Respect To Properties and Leases .
 
Except as set forth in Schedule I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of the applicable Series Closing Date, Transfer Date, Post-Closing Acquisition Date or Master Lease Addition Date, as applicable, with respect to the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or as Qualified Substitute Properties, Qualified Substitute Hybrid Leases, Post-Closing Properties or Additional Master Lease Properties:
 
(a)            There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction Documents to which it is a party, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases.
 
(b)              Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property and good title to the balance of such Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and the Improvements thereon (other than the Improvements with respect to a Hybrid Lease) and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid, enforceable and continuing first lien on and security interest in the applicable Property, subject only to said Permitted Encumbrances.
 
(c)               The Permitted Encumbrances do not materially and adversely affect (i) the ability of such Issuer to pay in full the principal and interest on the Notes in a timely manner or (ii) the use of the related Properties for the use currently being made thereof or the operation of such Properties as currently being operated.
 
(d)               Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances.
 
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(e)              Each Property is covered by a Title Insurance Policy, in an amount at least equal to the initial Appraised Value of such Property, issued during the six (6) months after the date of acquisition thereof.  The Title Insurance Policy insures, as of the date of such policy (or any date-down endorsement to such policy), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Insurance Policy is in full force and effect and names the Collateral Agent as the mortgagee of record; such Title Insurance Policy is assignable to assignees of the insured in accordance with its terms.  All premiums for the Title Insurance Policy have been paid and no material claims have been made hereunder. The Title Insurance Policy has been issued by a company licensed to issue such policies in the state in which such Property is located.
 
(f)              The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of such Properties as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such Properties, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title Insurance Policies. All roads necessary for the current utilization of such Properties have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property.
 
(g)              Except as disclosed in the Title Insurance Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public Improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated Improvements to such Properties that may result in such special or other assessments.
 
(h)              There are no delinquent or unpaid Taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of the representation and warranty, Taxes shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.
 
(i)               Each related Property is free and clear of any recorded mechanics’ and recorded materialmen’s liens or liens in the nature thereof which would materially and adversely affect the value of such Property.
 
(j)              No material Improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management  Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Property Management Agreement;
 
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(k)             All material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the related Properties (collectively, the “ Licenses ”) currently being operated have been obtained and are in full force and effect except to the extent the failure of any such License to be in full force and effect would not have a material adverse effect on such Issuer or the use and operation of any Property. The related Properties are free of material damage and are in good repair in all material respects, and there is no proceeding pending or to the knowledge of such Issuer, is threatened or contemplated, for the total or material partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property.
 
(l)             Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material Improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such Improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any property, and no easements or other encumbrances upon a Property encroach materially upon any of the Improvements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Insurance Policies. Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the Improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances.
 
(m)            In connection with the acquisition of each Property, such Issuer inspected or caused to be inspected such Property by (i) appraisal inspection performed by an independent, third party Member of the Appraisal Institute appraiser and (ii) by a property condition engineer or (iii) otherwise as required by STORE Capital’s underwriting guidelines then in effect; the related Lease File or Loan File, as applicable, contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state).
 
(n)            The related Properties are in compliance in all material respects with all Recorded Covenants and all Legal Requirements, including, without limitation, building and zoning ordinances and codes, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes.
 
(o)              No fraudulent acts were committed by STORE Capital or such Issuer during the origination process with respect to each such Lease; and, there has not been committed by such Issuer or any other Person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents.
 
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(p)             Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture (including such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes.
 
(q)             All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party hereto that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements.
 
(r)              Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part will be required until the separate tax lots are created.
 
(s)              The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense.
 
(t)               Except as set forth on a schedule to the applicable Series Supplement, each Property (1)  is free of any damage that would materially and adversely affect the use or value of such Property and (2) in good repair and condition so as not to materially and adversely affect the use or value of such Property; and all improvements contained on such Property are in good working order so as not to materially and adversely affect the use or value of such Property.
 
(u)              Except as set forth on a schedule to the applicable Series Supplement, in connection with each Property with respect to which a Lease Guarantor has executed a Lease Guaranty with respect to all payments due under the related Lease:
 
(i)             such Lease Guaranty is in full force and effect and, to such Issuer’s knowledge, there are no defaults by the related Lease Guarantors thereunder;
 
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(ii)            such Lease Guaranty, on its face, (1) contains no conditions to such payment, other than a notice and right to cure; (2) provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease; and (3) does not provide that the rejection of the Lease in a bankruptcy or insolvency of the Tenant shall affect the related Lease Guarantor’s obligations under such Lease Guaranty; and
 
(iii)            such Lease Guaranty is binding on the successors and assigns of the related Lease Guarantor and inures to the benefit of the lessor’s successors and assigns; such Lease Guaranty cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved or a predetermined period of time has elapsed.
 
(v)             Except as set forth on a schedule to the applicable Series Supplement:
 
(i)             the related Properties are not subject to any Leases other than the Leases (and the subleases and assignments as permitted thereunder) described in the Owned Property Schedule attached to the applicable Series Supplement and made a part hereof. No Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases and subleases or assignments permitted thereunder. The current Leases are in full force and effect and there are no material defaults thereunder by such Issuer or any Tenant. No rent (including security deposits) has been paid more than one (1) month in advance of its due date. All material work to be performed by such Issuer under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by such Issuer to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment from such Issuer of any Property or Leases in the Collateral or hypothecation or pledge of any Lease or of the rents received therein, except for such hypothecations or pledges that have been released. Except as permitted under the Leases, no Tenant listed on the Owned Property Schedule attached to the applicable Series Supplement has assigned its Lease and no such Tenant holds its leased premises under assignment or sublease. Such Owned Property Schedule to the applicable Series Supplement sets forth a true and correct list of each Property that is subject to a Third Party Purchase Option or an option to terminate such Lease prior to the Rated Final Payment Date, together with the earliest date on which each such option may be exercised;
 
(ii)            the Tenant under each Lease is in possession and paying rent pursuant to the applicable Lease; such Issuer is the owner of the lessor’s interest in each Lease; the Tenant is required to make rental payments as directed by such Issuer, as lessor, and its successors and assigns;
 
(iii)            each Tenant has all material licenses, permits, material agreements, including, but not limited to franchise agreements, if applicable, necessary for the operation and continuance of such Tenant’s business on the related Property; no Issuer has received notice of any Tenant in default of such Tenant’s obligations under any such applicable license, permit or agreement, which default would materially and adversely affect its business operations on the subject Property; and no Issuer has received notice of a material default under any applicable franchise or operating agreement;
 
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(iv)            neither such Issuer nor to such Issuer’s knowledge, any Tenant is the subject of any bankruptcy or insolvency proceeding;
 
(v)            there are no pending actions, suits or proceedings by or before any court or Governmental Authority against or affecting such Issuer, or, to such Issuer’s knowledge, the related Properties or any Tenant that, if determined adverse to such Issuer or any Property or any Tenant, would materially and adversely affect the value of any Property, the ability of such Issuer to pay principal, interest or any other amounts due under the Notes, or the ability of any Tenant to pay any amounts due under the applicable Lease;
 
(vi)            the obligations of the related Tenant under the Lease, including, but not limited to, the obligation of Tenant to pay rent, are not affected by reason of: (i) any damage to or destruction of any portion of a related Property, except damage to such Property caused by casualty in the last twelve (12) or twenty-four (24) months of the lease term or substantial damage to the leased property such that the improvements cannot be repaired so as to allow Tenant to conduct a substantial part of its business within a specified time period ranging from one hundred eighty (180) days to one (1) year; (ii) any taking of such Property, except a total condemnation and taking of the leased property or a partial condemnation and taking that renders the leased property unsuitable for the continuation of Tenant’s business; (iii) any prohibition, limitation, interruption, cessation, restriction, prevention or interference of Tenant’s use, occupancy or enjoyment of such Property, except with respect to certain abatement rights in connection with casualty and condemnation which may be provided for under the related Lease;
 
(vii)            every obligation associated with owning, developing and operating the Property, including, but not limited to, the costs associated with utilities, taxes, insurance, capital and structural improvements, maintenance and repairs is an obligation of Tenant;
 
(viii)         such Issuer, as lessor under the Lease, does not have any material monetary or non-monetary obligations under the Lease and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease;
 
(ix)            except as otherwise provided in the related Lease, the Tenant may not assign or sublease the Property without the consent of such Issuer, and in the event the Tenant sublets the leased property, the Tenant remains primarily obligated under the Lease;
 
(x)            the Tenant has agreed to indemnify such Issuer, as lessor under the Lease, from any claims of any nature relating to the Lease and the related Property other than the lessor’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of Environmental Laws resulting from the Tenant’s operation of the property;
 
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(xi)            any obligation or liability imposed by any easement or reciprocal easement agreement is an obligation of Tenant, and such Issuer has no liability to Tenant for performance of the same;
 
(xii)            the Tenant under a Lease or related ancillary document (which document does not negate other representations and warranties set forth herein) is required to make rental payments to such Issuer, as lessor, and its successor and assigns;
 
(xiii)          pursuant to the terms of each Lease, each Lease is automatically subordinate to the related Mortgage, and to the extent the terms of a Lease do not include such automatic subordination language, the Issuer, as lessor, and related Tenant have executed a subordination, non-disturbance, and attornment agreement;
 
(xiv)         except for certain rights of first offer or rights of first refusal set forth in certain Leases, the Lease is freely assignable by the lessor and its successor and assigns (including, but not limited to, the Indenture Trustee, which acquires title to a Property by foreclosure or otherwise) to any person without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law; and
 
(xv)          the Tenant has not been released, in whole or in part, from its obligations under the terms of the Lease.
 
(w)            With respect to any Property and Lease originated or acquired after the Series Closing Date, including with respect to any Qualified Substitute Properties, Qualified Substitute Hybrid Leases, Post-Closing Properties or Additional Master Lease Properties purchased or substituted by such Issuer from a third party (subject to exceptions scheduled and set forth in the related Purchase and Sale Agreement, if applicable), such Property and Lease are required to be originated or acquired pursuant to the terms and provisions of the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines.
 
(x)              All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the related Properties to such Issuer have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Transaction Documents, including, without limitation, the Mortgages, have been paid, and, under current Legal Requirements, each of the Mortgages is enforceable in accordance with their respective terms by the Indenture Trustee (or any subsequent holder thereof).
 
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(y)             To such Issuer’s knowledge, except as disclosed in the environmental reports delivered to the Custodian in connection with the issuance of the Notes, in all material respects: (a) no Property is in violation of any Environmental Laws; (b) no Property is subject to any private or governmental lien or judicial or administrative notice or action or inquiry, investigation or claim relating to Hazardous S ubstances ; (c) no Hazardous Substances are or have been (including the period prior to such Issuer’s acquisition of each Property) released, discharged, generated, treated, disposed of or stored on, incorporated in, or removed or transported from each Property other than in material compliance with all Environmental Laws, or for which have been addressed and received regulatory closure from applicable government agencies; and (d) no Hazardous Substances other than Permitted Materials , are present in, on or under any nearby real property which could migrate to or otherwise affect each Property.
 
(z)               To such Issuer’s knowledge, no Asbestos is located on any Property except as may have been disclosed in the environmental reports delivered to the Custodian in connection with the issuance of the Notes.
 
(aa)             No portion of the related Properties has been purchased or leased with proceeds of any illegal activity.
 
(bb)            Each Qualified Substitute Property satisfies the requirements set forth in the definition of Qualified Substitute Property.
 
(cc)            Each Post-Closing Property satisfies the requirements set forth in the definition of Post-Closing Property.
 
Section 2.21         Representations and Warranties With Respect To Mortgage Loans and Loan Components of Hybrid Leases .
 
Except as set forth in Schedule I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of the applicable Series Closing Date or Transfer Date, with respect to the Mortgage Loans and each loan component of a Hybrid Lease indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or as Qualified Substitute Loans or, with respect to the related loan component, as Qualified Substitute Hybrid Leases, Post-Closing Properties or Additional Master Lease Properties; provided, however, that, references to “Mortgage Loan,” “Loan,” “Loan Documents,” “Loan File,” “Borrower,” “Mortgage,” “Mortgage Note” and any other terms relating to the Mortgage Loans used in this Section 2.21 shall be construed to relate to the loan components of a Hybrid Lease, the related documents, files, borrowers, mortgages, mortgage notes and other related concepts, each, as applicable, each associated with a Hybrid Lease:
 
(a)              Immediately prior to the transfer and assignment of the Mortgage Loan to such Issuer, the Originator had good title to, and was the sole owner and holder of, the Mortgage Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Mortgage Loan.  Such transfer and assignment from the Originator to such Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and assignments of the Mortgages in blank legally and validly assigns all of the Originator’s right, title and ownership of the Mortgage Loan to such Issuer (and, with respect to the Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.
 
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(b)            Such Issuer has full right and authority to own and possess the Mortgage Loan.  The entire agreement with the related Originator (whether originated by the Originator or a different originator) is contained in the related Loan Documents and there are no warranties, agreements or options regarding such Mortgage Loan or the related Property not set forth therein.  Other than the Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower.
 
(c)             The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related transfer date.  The Mortgage Loan was originated or acquired in accordance with, and fully complies with, STORE Capital’s underwriting guidelines then in effect in all material respects.  All documents comprising the Loan File have been delivered to the Custodian, on behalf of the Indenture Trustee, with respect to each Mortgage Loan by the related Series Closing Date.  The related Loan File contains all of the documents and instruments required to be contained therein.
 
(d)             Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing Financing Statements.
 
(e)              With respect to each Loan, the related Mortgage constitutes a valid, legally binding and enforceable first priority lien upon the related Property and a fee or leasehold interest in the improvements located thereon and forming a part thereof, prior to all other liens and encumbrances, except for Permitted Encumbrances.  The lien of the Mortgage is insured by a Title Insurance Policy, issued by a nationally recognized title insurance company, insuring the originator of the Loan, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan after all advances of principal, subject only to Permitted Encumbrances (or, if a Title Insurance Policy has not yet been issued in respect of the Loan, a policy meeting the foregoing description is evidenced by a commitment for title insurance “marked up” (or by “pro-forma” otherwise agreed to in a closing instruction letter countersigned by the title company) as of the closing date of the Loan).  Each Title Insurance Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no material claims have been made thereunder and no claims have been paid thereunder.  Neither the Originator nor the applicable Issuer has, by act or omission, done anything that would materially impair the coverage under such Title Insurance Policy.  Each Title Insurance Policy contains no exclusion for, or affirmatively insures (except for any Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the area shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Property consists of two or more adjoining parcels, such parcels are contiguous.  Immediately following the transfer and assignment of the Mortgage Loan to the applicable Issuer, such Title Insurance Policy (or, if it has yet to be issued, the coverage to be provided thereby) inures to the benefit of such Issuer without the consent of or notice to the insurer.
 
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(f)               Neither the Originator nor such Issuer has waived any material default, breach, violation or event of acceleration existing under the Mortgage or Mortgage Note.
 
(g)              The Borrower has not waived any material default, breach, violation or event of acceleration by any Tenant existing under a related Lease.
 
(h)             There is no valid offset, defense, counterclaim or right of rescission to the payment or performance obligations of the Loan.
 
(i)               The related Property is free and clear of any damage that would materially and adversely affect its value as security for the Loan.  No proceeding for the condemnation of all or any material portion of such Property has been commenced.
 
(j)            An engineering report was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the origination by, or transfer to, an Issuer in connection with the related Series Closing Date immediately following such origination, which indicates that each related Property (a) is free and clear of any material damage, (b) is in good repair and condition, (c) to the extent any damage is noted in the report, the related Borrower is required to repair same within a commercially reasonable time frame subject to the terms and provisions of the related Loan, and (d) is free of structural defects, except to the extent of any damage or deficiencies that would not materially and adversely affect the use, operation or value the Mortgage Property.  No proceeding for the condemnation of all or any material portion of such Property has been commenced or threatened.
 
(k)              The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder.  All costs, fees and expenses incurred in making, closing and recording the Loan, including, but not limited to, mortgage recording taxes and recording and filing fees relating to the origination of such Loan, have been paid.  Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.
 
(l)              The Borrower under the related Mortgage Note, Mortgage and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Mortgage Note, Mortgage and other Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor and the maker thereof (subject to any non‑recourse provisions contained in any of the foregoing agreements and any applicable state anti‑deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
 
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(m)            All improvements upon the related Property are insured under insurance policies (as described in a Schedule to the related Purchase and Sale Agreement, if any, entitled the “ Insurance Schedule ”).  The Loan Documents require the Borrower to maintain, or cause any related Tenant to maintain, and the related Lease requires such Tenant to maintain, insurance coverage described on the Insurance Schedule and all insurance required under applicable law, including, without limitation, insurance against loss by hazards with extended coverage in an amount (subject to a customary deductible) at least equal to the full replacement cost of the improvements located on such Property, including without limitation, flood insurance if any portion of the improvements located upon such Property was, at the time of the origination of the Loan, in a flood zone area as identified in the Federal Register by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, and flood insurance was available under the then current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier.  The Loan Documents require the Borrower to maintain, or to cause any related Tenant to maintain, on the related Property a fire and extended perils insurance policy, in an amount not less than the replacement cost and the amount necessary to avoid the operation of any co-insurance provisions with respect to such Property. All such insurance policies contain a standard “additional insured” clause (or similar clause) naming the Borrower (as landlord under the related Lease), its successors and assigns (including, without limitation, subsequent owners of such Property), as additional insured, and may not be reduced, terminated or canceled without thirty (30) (and, in some cases, ten (10)) days’ prior written notice to the additional insured.  In addition, the Mortgage requires the Borrower to (i) cause the holder of the Mortgage to be named as an additional insured mortgagee, and (ii) maintain (or to require any related Tenant to maintain) in respect of the related Property workers’ compensation insurance (if applicable), commercial general liability insurance in amounts generally required by such holder of the Mortgage, and at least 6 months’ rental or business interruption insurance.  The related Loan Documents obligate the Borrower to maintain such insurance and, at such Borrower’s failure to do so, authorizes the mortgagee to maintain such insurance at the Borrower’s cost and expense and to seek reimbursement therefor from such Borrower.  Each such insurance policy, as applicable, is required to name the holder of the Mortgage as an additional insured or contain a mortgagee endorsement naming the holder of the Mortgage as loss payee and requires prior notice to the holder of the Mortgage of termination or cancellation, and no such notice has been received, including any notice of nonpayment of premiums, that has not been cured.  There have been no acts or omissions that would impair the coverage of any such insurance policy or the benefits of the mortgage endorsement.  All insurance contemplated in this section is maintained with insurance companies with a General Policy Rating of “A” or better by S&P or “A:VIII” or better by Best’s Insurance Guide and are licensed to do business in the state wherein the Borrower or the Property subject to the policy, as applicable, is located (“ Insurance Rating Requirements ”).
 
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(n)             As of the applicable Series Closing Date, the related Property was subject to one or more environmental site assessments or reports performed pursuant to ASTM 1527-13 (or an update of a previously conducted assessment or report) within 12 months prior to such Series Closing Date, and neither the Originator nor the applicable Issuer has knowledge of any material and adverse environmental conditions or circumstance affecting such Property that was not disclosed in the related assessment or report(s).  Neither the Originator nor the related Issuer has knowledge of any material and adverse environmental conditions or circumstances affecting any Property other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed or otherwise satisfactorily addressed and, thereafter, to the extent that such report or remediation program is so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with such Property; (ii) an operations and maintenance plan or periodic monitoring of such related Property was recommended and implemented; or (iii) a follow-up plan was otherwise required to be taken under CERCLA or under regulations established thereunder from time to time by the Environmental Protection Agency, and such plan has been implemented in the case of (i), (ii) and (iii) above.  The Originator determined in accordance with STORE Capital’s underwriting guidelines then in effect that adequate funding was available for such program or plan, as applicable.  The Originator has not taken any action with respect to the Mortgage Loan or the related Property that can subject the applicable Issuer, or its successors and assigns in respect of the Loan, to any liability under CERCLA or any other applicable federal, state or local environmental law, and neither the Originator nor the applicable Issuer has received any actual notice of a material violation of CERCLA or any applicable federal, state or local environmental law with respect to such Property that was not disclosed in the related report.  The Mortgage or other Loan Documents require the Borrower (and any related Leases require the related Tenant) to comply with all applicable federal, state and local environmental laws and regulations.  With respect to each Loan, (i)(a) a property condition or engineering report was prepared, if the related Property was constructed prior to 1985, with respect to asbestos-containing materials (“ ACMs ”) and (b) if such report disclosed the existence of any material and adverse ACMs affecting the related Property, the related Borrower (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Property Manager, for the remediation of the problem and/or (B) agreed in the Loan Documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified ACMs.
 
(o)              The Mortgage Loan is not cross-collateralized or cross-defaulted with any mortgage loan that is not included in the Collateral Pool.
 
(p)              Except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related Mortgage, (i) the terms of the Mortgage, Mortgage Note and other Loan Documents have not been impaired, waived altered, modified, satisfied, canceled or subordinated in any material respect, (ii) no related Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use, value or operation of such Property, and (iii) neither Borrower nor any guarantor has been released from its obligations under the Loan.
 
(q)             There are no delinquent taxes, ground rents, assessments for improvements or other similar outstanding lienable charges affecting the related Property which are or may become a lien of priority equal to or higher than the lien of the Mortgage.  For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.
 
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(r)               Except for any Mortgage Loan secured by a ground lease, the interest of the Borrower in the related Property consists of a fee simple estate in real property.
 
(s)               Each Mortgage Loan is a whole loan and not a participation interest.
 
(t)              The assignment of the Mortgage referred to in the Loan File constitutes the legal, valid and binding assignment of such Mortgage from the relevant assignor to the applicable Issuer or to the Collateral Agent.  The assignment of leases and rents set forth in the Mortgage or separate from the Mortgage and related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and, subject only to Permitted Encumbrances, enforceable first priority lien and first priority security interest in the Borrower’s interest in all leases, subleases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the Mortgage, and each assignor thereunder has the full right to assign the same.  The related assignment of Mortgage or any assignment of leases and rents not included in a Mortgage, executed and delivered in favor of such Issuer is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor’s right, title and interest in, to and under such assignment of leases and rents.  No person other than the related Borrower owns any interest in any payment due under such lease or leases that is superior to or of equal priority with the lender’s interest therein.  The related Mortgage or related assignment of leases, subject to applicable law, provides that, upon an event of default under the Loan, a receiver will be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
 
(u)             All escrow deposits relating to the Mortgage Loan that are required to be deposited with the related holder of the Mortgage Loan or its agent have been so deposited and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits that are required under the related Loan Documents have been conveyed to the applicable Issuer or its designee and identified as such with appropriate detail.  No other escrow amounts have been released except in accordance with the terms and conditions of the related Loan Documents.
 
(v)             As of the date of origination of such Mortgage Loan and, as of the transfer date, as the case may be, the related Property securing such Mortgage Loan was and is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof which create a lien prior to that created by the Mortgage, except those which are insured against by the Title Insurance Policy referred to in paragraph (e) above.
 
(w)             As of the date of the origination of the Mortgage Loan, no improvement that was included for the purpose of determining the Appraised Value of the related Property securing such Mortgage Loan at the time of origination of the Mortgage Loan lay outside the boundaries and building restriction lines of such property in any way that would materially and adversely affect the value of such related Property or the ability to operate such Property under the related Lease (unless affirmatively covered by the Title Insurance Policy referred to in paragraph (e) above), and no improvements on adjoining properties encroached upon such Property or any related easements to any material extent.
 
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(x)               (i) There exists no material default, breach or event of acceleration under the Mortgage Loan or any of the Loan Documents or the related lease, if any, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration, (iii) no payment on any Mortgage Loan is, or has previously been during any time owned by the Originator or the applicable Issuer, 30 or more days delinquent, and (iv) no payment on any related lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Issuer with respect to the Mortgage Loans.  No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.
 
(y)            In connection with the origination of each Mortgage Loan, the applicable Issuer inspected or caused to be inspected within twelve months of the applicable Series Closing Date the related Property by inspection or otherwise as required in STORE Capital’s underwriting guidelines then in effect.
 
(z)             Except as set forth in the Series Supplement, the Mortgage Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the Mortgage, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related Property, or for negative amortization.
 
(aa)             No holder of the Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Property, directly or indirectly, for the payment of any amount required by the Mortgage Loan (other than amounts paid by the related Tenant as specifically provided under the related lease).  No Originator or any affiliate thereof has any obligation to make any capital contribution to any Borrower under a Mortgage Loan.
 
(bb)          To such Issuer’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable mortgage loans, as of the date of origination or acquisition of the Mortgage Loans, the related Borrowers, were in compliance with all applicable laws relating to the ownership and operation of the related Properties as they were then operated and were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Properties as they were operated.  With respect to Properties that are operated as franchised properties, and except with respect to Mortgage Loans for which the related Tenant is the franchisor, the Tenant of such Property has entered into a legal, valid, and binding franchise agreement and such Tenant has represented in the applicable Lease Documents that, as of the date of origination or acquisition of the Mortgage Loan, there were no defaults under the franchise agreement by such Tenant.
 
(cc)            The origination, servicing and collection practices the related Originator or Issuer used with respect to the Mortgage Loan since such Originator’s origination or, as applicable, Originator’s or Issuer’s acquisition thereof have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards.
 
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(dd)            The Mortgage or Mortgage Note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which such Property is located.
 
(ee)            The Mortgage provides that insurance proceeds and condemnation proceeds will be applied for one of the following purposes: to restore or repair the related Property (the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses); to repay the principal of the Mortgage Loan; or to be used as otherwise directed by the holder of such Mortgage.
 
(ff)            There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to such Issuer’s knowledge, pending against or affecting the Borrower or the related Property that, if determined adversely to such Borrower or such Property, would materially and adversely affect (a) title to the Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related Mortgage Loan, (d) any related guarantor’s ability to perform under the related guaranty, (e) the use, operation or value of the Property, (f) the principal benefit of the security intended to be provided by the Loan Documents, (g) the current ability of the Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Property.
 
(gg)            If the Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage.  Except in connection with a trustee’s sale or as otherwise required by applicable law, after default by the Borrower, no fees or expenses are payable to such trustee.
 
(hh)            The Mortgage does not permit the related Property to be encumbered by any lien junior to or of equal priority with the lien of the Mortgage (excluding any lien relating to another Mortgage Loan that is cross collateralized with the Mortgage Loan) without the prior written consent of the holder thereof.  There is no mezzanine debt related to the Property.
 
(ii)              The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.
 
(jj)              As of the date of origination by the related Originator or acquisition of each Mortgage by such Issuer, as applicable, each Borrower which is not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction.
 
(kk)          The Mortgage Loan contains provisions for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without complying with the requirements of the Mortgage Loan, (i) the related Property, or any controlling interest in the Borrower, is directly or indirectly pledged, transferred or sold or (ii) the related Property is encumbered with a subordinate lien or security interest against the related Property.
 
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(ll)              The Loan Documents for each of the Mortgage Loans generally provide that the Borrower is to provide periodic financial and operating reports including, without limitation, annual profit and loss statements, statements of cash flow and other related information that the applicable Issuer reasonably requests from time to time.
 
(mm)         To the applicable Issuer’s actual knowledge, based upon zoning letters, zoning reports, the Title Insurance Policy insuring the lien of the Mortgage, historical use and/or other due diligence customarily performed by the Originator in connection with the origination of the Mortgage Loan, the improvements located on or forming part of the related Property comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses).  In the event of casualty or destruction, (a) the Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Property in amounts customarily required by prudent commercial mortgage lenders that provides coverage for additional costs to rebuild and/or repair the property to current applicable laws, zoning ordinances, rules, covenants and restrictions, or (c) the inability to restore the Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use, operation or value of such Property.
 
(nn)            Any Property is located within one of the 50 United States or the District of Columbia.
 
(oo)          With respect to a Mortgage Loan secured by a Property located in “seismic zones” 3 or 4 with the probable maximum loss exceeding 20%, the Borrower or Issuer (or an affiliate of Issuer) has obtained, and is required under the Loan Documents to maintain, earthquake insurance from an insurer in compliance with the Insurance Rating Requirements and in an amount not less than 100% of the probable maximum loss for the related Property with respect to the improvements on and forming a part of such Property, or is required to cause the Tenant to maintain (and the Tenant has obtained) earthquake insurance if such Property is located in any such area.
 
(pp)            The applicable Issuer does not have knowledge of any circumstance or condition with respect to such Mortgage Loan, the related Property, the related Lease or the Borrower’s or the Tenant’s credit standing that can reasonably be expected to cause such Issuer to regard such Mortgage Loan as unacceptable security, cause such Mortgage Loan or the related Lease to become delinquent or have a material adverse effect on the value or marketability of such Mortgage Loan.
 
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(qq)          The related Property has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of such Property as presently used and enjoyed are located in such public rights-of-way abutting such Property or are the subject of access easements for the benefit of such Property, and all such utilities are connected so as to serve such Property without passing over other property or are the subject of access easements for the benefit of such Property. All roads necessary for the full use of such Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of such Property.  The related Property constitutes one or more separate tax parcels which do not include any property which is not part of the Property or is subject to an endorsement under the related Title Insurance Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Property is a part until the separate tax lots are created.
 
(rr)            With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:
 
(i)             The ground lease or a memorandum regarding such ground lease has been duly recorded.  The ground lessor has permitted the interest of the related lessee to be encumbered by the related Mortgage.  There has been no material change in the terms of the ground lease since its recordation, except by any written instruments which are included in the related Loan File.
 
(ii)            The ground lease may not be amended, modified, canceled or terminated without the prior written consent of the owner of the Mortgage Loan and that any such action without such consent is not binding on the lender, its successors or assigns.
 
(iii)           The ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and is enforceable, by the lender) that extends beyond the stated maturity of the related Mortgage Loan.
 
(iv)            Based on the Title Insurance Policy referenced in paragraph (e) above, the ground leasehold interest is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject to permitted encumbrances and liens that encumber the ground lease’s fee interest.
 
(v)            The ground lease is assignable to the lender and its assigns without the consent of the ground lessor thereunder.
 
(vi)           Such Issuer or Originator has not received any written notice of default under or notice of termination of such ground lease.  The ground lease is in full force and effect and no default has occurred under the ground lease and there is no existing condition which, but for the passage of time or the giving of notice, would result in a material default under the terms of the ground lease.
 
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(vii)            The ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel.
 
(viii)          The lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease through legal proceedings, or to take other action so long as the lender is proceeding diligently) to cure any default under the ground lease which is curable after the receipt of notice of any default, before the ground lessor may terminate the ground lease.
 
(ix)            The ground lease does not impose restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender.  The ground lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the ground lessee in the relevant portion of the related Property subject to the ground lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.
 
(x)             Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) is required under the related ground lease to be applied either to the repair or restoration of all or part of the related Property, with the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest.
 
(xi)            Any related insurance proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Property is required to be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Property to the outstanding principal balance of such Mortgage Loan).  Pursuant to the related ground lease, until the principal balance and accrued interest are paid in full, neither the lessee nor the ground lessor under the ground lease has an option to terminate or modify the ground lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide for an abatement of the rent.
 
(xii)          Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease upon termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy proceeding.
 
(ss)            With respect to each Mortgage Loan and any Qualified Substitute Loans or, with respect to the related loan component, Qualified Substitute Hybrid Leases purchased or substituted by an Issuer from a third party, each Mortgage Loan and the related Property are required to be originated pursuant to the Indenture and the Property Management Agreement in accordance with STORE Capital’s underwriting guidelines then in effect or in accordance with a Borrower’s, Tenant’s or a different form of document that is otherwise approved by such Issuer on a case by case basis in a manner that provides for such Issuer to receive the substantive benefits intended to be realized in accordance with STORE Capital’s underwriting guidelines then in effect.
 
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(tt)             None of the Mortgage Loans are construction loans.
 
(uu)            Each Borrower covenants in the Loan Documents that is shall keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Property in full force and effect, and to the applicable Issuer’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by such Issuer for similar commercial mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy, consents, and other approvals are in effect.  The Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Property is located and for the Borrower and the Property to be in compliance in all material respects with all regulations, zoning and building laws.
 
(vv)            To the extent required under applicable law, as of the related Series Closing Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the applicable Issuer.
 
(ww)          The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Property that are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Borrower; (ii) Borrower or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Borrower or (iii) transfers of either the Property or equity interests in Borrower made in violation of the Loan Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Property that are not de minimis), for losses and damages sustained in the case of (i) misappropriation of rents, security deposits, insurance proceeds, or condemnation awards; (ii) the Borrower’s fraud or willful misrepresentation; (iii) willful misconduct by the Borrower or guarantor; (iv) breaches of the environmental covenants in the Loan Documents; or (v) commission of material physical waste at the Property.
 
(xx)             [Reserved].
 
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(yy)            Each Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Borrower with respect to each Mortgage Loan with a principal balance in excess of $5 million as of the related Series Closing Date provide that the Borrower is a Single-Purpose Entity, and each Mortgage Loan with a principal balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Borrower.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a principal balance as of the related Series Closing Date equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
 
(zz)             Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.
 
(aaa)          Prior to the origination date of the related Mortgage Loan, the applicable Originator obtained financial information with respect to the Borrower and the related tenant in accordance with the requirements of STORE Capital’s underwriting guidelines then in effect.
 
(bbb)         The applicable Originator has obtained an organizational chart or other description of each Borrower which identifies all beneficial controlling owners of the Borrower.  Prior to the origination date of the related Mortgage Loan, the applicable Originator reviewed and approved the Borrower in accordance with the requirements of STORE Capital’s underwriting guidelines then in effect.
 
(ccc)          Such Issuer obtained an estoppel from the tenant on the Property within ninety (90) days prior to the origination date of the related Mortgage Loan, (w) confirming the rent payments under the related lease, (x) the term of the related lease, including any extension options, (y) the related lease is in full force and effect, and (z) there exists no default under such lease, either by the lessee thereunder or by the Borrower, as lessor.
 
(ddd)         The Loan File contains an appraisal of the related Property with an appraisal date within six (6) months of the Mortgage Loan origination date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute and, to the best of such Issuer’s knowledge, had no interest, direct or indirect, in the Property or the Borrower or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.
 
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(eee)          Issuer and Originator have complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
 
Section 2.22            Representations and Warranties With Respect to Hybrid Leases .
 
Except as set forth in Schedule I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of the applicable Series Closing Date, Transfer Date or Post-Closing Acquisition Date, with respect to the Hybrid Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes, as Qualified Substitute Hybrid Leases or as Post-Closing Properties:
 
(a)              The related Lease and loan agreements provide that such Issuer may exercise its remedies under each related Lease to terminate the related Tenant’s right to access the related Property and assume ownership of, or leasehold estate in, all the Improvements located on such Property without foreclosing on the mortgage related to the loan component of such Hybrid Lease, unless an obligation to foreclose is otherwise imposed by a court of law.
 
(b)            The related Lease and loan agreements provide that ownership of, or leasehold estate in, the Improvements located on the related Property shall revert to such Issuer upon expiration or early termination of such Lease notwithstanding the terms of the loan agreement with respect to the related loan component or the standing of the related borrower under such loan agreement.
 
(c)             Any related Lease containing a Third Party Purchase Option shall (i) contain a Third Party Option Price not less than the sum of the Fair Market Values of each Property relating to such Hybrid Lease and (ii) require that the principal balance of the related loan component be paid in full prior to the exercise of such Third Party Purchase Option.
 
(d)             Each Qualified Substitute Hybrid Lease satisfies the requirements set forth in the definition of Qualified Substitute Hybrid Lease.
 
(e)              Pursuant to the lease, loan and other operative agreements relating to the IRB Hybrid Lease, including the trust indenture under which the related industrial revenue bond was issued:
 
(i)            The related Issuer may exercise the rights of the related Tenant and its Affiliates under (A) the ground lease under which the ground lessor is the Governmental Authority that holds the fee interest in the related Property and (B) the trust indenture pursuant to which the related industrial revenue bond is issued;
 
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(ii)             the related Tenant or its applicable Affiliate may redeem the related industrial revenue bond at any time prior to its maturity at the discretion of the holder of the related industrial revenue bond; and
 
(iii)            upon the maturity of the related industrial revenue bond, or the earlier redemption of the related industrial revenue bond by the holder of the related industrial revenue bond, fee title to the subject land reverts to the related Issuer and fee title to the improvements reverts to the related Tenant or its applicable Affiliate, each upon the payment under the ground lease with the related Governmental Authority of (i) an amount sufficient to redeem the related industrial revenue bond, which such amounts may be netted against amount payable by such Governmental Authority as issuer of the related industrial revenue bond to the holder of the related industrial revenue bond and (ii) certain nominal administrative fees and expenses.
 
(f)               Each Post-Closing Property that is subject to a Hybrid Lease satisfies the requirements set forth in the definition of Post-Closing Property.
 
Section 2.23            Liquidity Reserve Account .
 
(a)             On or prior to the date hereof, the Indenture Trustee shall establish and maintain at Citibank, N.A. a segregated account identified as the “Liquidity Reserve Account” (the “ Liquidity Reserve Account ”), in its name, as Indenture Trustee for the benefit of all Noteholders, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear..  At all times, the Liquidity Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account.
 
(b)              On the Series 2018-1 Closing Date, the Issuers shall deposit or cause to be deposited in the Liquidity Reserve Account an amount equal to $5,200,000.  After the Series 2018-1 Closing Date, the Issuers may (directly or indirectly) deposit additional amounts into the Liquidity Reserve Account on any subsequent Series Closing Date; provided that the funds used for such deposits are not otherwise subject to the Lien of this Indenture.
 
(c)              All amounts held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested.
 
(d)             If on any Determination Date, a shortfall exists, solely with respect to the Collateral Pool Expenses or Note Interest with respect to any Series of Notes, in each case due and payable on the related Payment Date, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any such shortfall amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amount in respect of such Payment Date.
 
(e)             Upon the commencement of an Early Amortization Period, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available Amount in accordance with Section 2.11(b) .
 
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(f)             On any Payment Date after any Class of any Series of Notes that has a then-current rating of AAA(sf) by S&P has been repaid in full, the Property Manager shall have the right to direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers.  Upon such direction of the Property Manager pursuant to this Section 2.23(f) , the Indenture Trustee shall release any and all amounts held in the Liquidity Reserve Account free and clear of the lien of the Indenture, and such funds shall no longer constitute Collateral.
 
ARTICLE III
 
SATISFACTION AND DISCHARGE
 
Section 3.01            Satisfaction and Discharge of Indenture .
 
This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for, including any rights of transfer or exchange of Notes herein expressly provided for, (ii) in the case of clause (1)(B) below, the rights of the Noteholders hereunder to receive payment of the Outstanding Principal Balance of and interest on the Notes and any other rights of the Noteholders hereunder, and (iii) the provisions of Section 3.02 , when:
 
(1)            either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for which payment of money has theretofore been deposited in the Payment Account by the Indenture Trustee and thereafter repaid to the Issuers or discharged from such trust, as provided in Section 5.10 ) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation (i) have become due and payable or (ii) will become due and payable on the next Payment Date, and in the case of clause (B)(i) or (B)(ii) above, cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Registrar for cancellation or sufficient to pay the Outstanding Principal Balance thereof and any interest thereon accrued to the date of such deposit (in the case of Notes which have become due and payable) or to the end of the related Accrual Period for the next Payment Date has been deposited with the Indenture Trustee as trust funds in trust for these purposes;
 
(2)             the Issuers have paid or caused to be paid all other sums payable or reasonably expected to become payable by such Issuers to the Indenture Trustee, the Collateral Agent, the Property Manager, the Special Servicer, the Back-Up Manager, each of the Rating Agencies, each of the other Persons to which amounts are payable hereunder and each of the Noteholders (in each case, if any);
 
(3)            the Issuers have delivered to the Indenture Trustee an Officer’s Certificate of the applicable Issuer Member (upon which the Indenture Trustee may rely) stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and
 
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(4)             the Issuers have furnished to the Indenture Trustee a Tax Opinion to the effect that the actions contemplated by this Section 3.01 will not (i) cause any Class of Notes of any Series that was characterized as debt at the time of its issuance for U.S. federal income tax purposes, to be characterized other than as indebtedness for U.S. federal income tax purposes, or (ii) cause or constitute an event in which any U.S. federal income tax gain or loss would be recognized by any Noteholder or any Issuer;
 
provided , however , that if, at any time after the payment that would have otherwise resulted in the satisfaction and discharge of this Indenture and such obligations, such payment is rescinded or must otherwise be returned for any reason, effective upon such rescission or return such satisfaction and discharge of this Indenture and such obligations shall automatically be deemed never to have occurred and this Indenture and such obligations shall be deemed to be in full force and effect.
 
Notwithstanding the foregoing, the obligations of the Issuers to the Indenture Trustee under Section 5.04 hereof and the obligations of the Indenture Trustee to the Noteholders under Section 3.02 hereof shall survive satisfaction and discharge of this Indenture.
 
Section 3.02             Application of Trust Money .
 
Subject to the provisions of Section 2.11 , Section 5.10 and Section 7.01 , all Cash deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in the Payment Account and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture, to pay to the Persons entitled thereto the amounts to which such Persons are entitled pursuant to the provisions hereof.
 
ARTICLE IV

EVENTS OF DEFAULT; REMEDIES
 
Section 4.01            Events of Default .
 
“ Event of Default ,” wherever used herein with respect to the Notes of any Series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
 
(a)              unless otherwise specified in the related Series Supplement, the failure of any Issuer to pay Note Interest on any related Notes on any Payment Date and such failure continues unremedied for a period of two (2) Business Days;
 
(b)              the failure of any Issuer to reduce to zero the Outstanding Principal Balance of any related Class of Notes on the applicable Rated Final Payment Date;
 
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(c)              (i) any material default in the observance or performance of any material covenant or agreement of the Issuers made in this Indenture or any related Mortgage (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 4.01 specifically dealt with), which default shall continue unremedied for a period of thirty (30) days after there shall have been given to the Issuers by the Indenture Trustee, or to the Issuers and the Indenture Trustee by the Noteholders holding at least 25% of the Aggregate Series Principal Balance, a written notice specifying such default and requiring it to be remedied; (ii) any monetary default by any Issuer under any Transaction Document, other than this Indenture, any Mortgage or any Series of Notes, which monetary default continues beyond any applicable cure period set forth in such Transaction Document, or if no cure period is set forth in such document, such default continues unremedied for a period of five (5) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Issuer by the Indenture Trustee; or (iii) any material default in the observance or performance of any non-monetary covenant or agreement on the part of any Issuer contained in any Transaction Document, other than this Indenture, any Mortgage or any Series of Notes, which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Issuer by the Indenture Trustee, provided, however, if such default under this clause (iii) is reasonably susceptible of cure, but not within such thirty (30) day period, then such Issuer may be permitted an additional ninety (90) days to cure such default provided such Issuer diligently and continuously pursues such cure;
 
(d)              (i) the impairment of the validity or effectiveness of this Indenture or the material impairment of the validity or effectiveness of the Lien of any Mortgage, the subordination of the lien of any such Mortgage, the creation of any lien or other encumbrance on any part of the Collateral Pool in addition to the lien of any such Mortgage or the failure of the lien of any such Mortgages to constitute a valid first priority perfected security interest in the Collateral included in the Collateral Pool, in each case that has a material adverse effect with respect to the Collateral Pool and subject to liens expressly permitted under the terms of the Property Management Agreement and the related Mortgages; provided , that if susceptible of cure, no Event of Default shall arise pursuant to this clause (d) until the continuation of any such default unremedied for a period of five (5) days or, with respect to the lien of any Mortgage, 30 days after receipt by the Issuers of notice thereof; or (ii) the creation of any mechanic’s, materialmen’s or other lien or encumbrance, other than a Permitted Encumbrance and subject to such Issuer’s right to contest such lien pursuant to Section 9.04(b) , on any part of the Collateral in addition to the lien of any Mortgage, which lien is not removed of record or otherwise insured over to Indenture Trustee’s satisfaction within forty-five (45) days of the filing or recording of such lien;
 
(e)             a material breach of the representations and warranties of any Issuer contained in the Indenture (other than as set forth in Section 2.20 , Section 2.21 and Section 2.22 ) that materially and adversely affects the interests of the Indenture Trustee, on behalf of the Noteholders, which continues unremedied for a period of five (5) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given to such Issuer by the Indenture Trustee;
 
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(f)              a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities and reorganization or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against any Issuer or Issuer Member and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days;
 
(g)             any Issuer shall voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding or consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of, or relating to, such Issuer or the related Issuer Member or of, or relating to, all or substantially all of the assets of such Issuers or the related Issuer Member;
 
(h)              the Mortgage Loans or Properties are subject to a Collateral Transfer other than as provided in this Indenture or the Property Management Agreement;
 
(i)              any default on the obligations of any Issuer as set forth under any applicable Series Supplement, or any default under any other Transaction Document (that is deemed an “Event of Default under the Indenture” pursuant to the terms of such other Transaction Document); or
 
(j)              with respect to any Series of Notes, any material default by the related Issuer in the observance or performance of the covenants set forth in Section 9.24 , which default shall continue unremedied for a period of two (2) Business Days after the date on which written notice of such breach shall have been given to such Issuer.

Section 4.02            Acceleration of Maturity; Rescission and Annulment .
 
If an Event of Default (other than with respect to clause (f) , clause (g) or clause (j) of the definition thereof) should occur and be continuing, at the written direction of the Requisite Global Majority (which shall have the right, but not the obligation, to direct the Indenture Trustee to accelerate the Notes and, subject to the provisions of this Indenture, cause the foreclosure and sale of the Collateral included in the Collateral Pool), the Indenture Trustee shall declare all of the Notes to be immediately due and payable.  If an Event of Default specified in Section 4.01(f) , (g) or (j) occurs, the unpaid Outstanding Principal Balance of such Notes, together with all accrued interest thereon through the date of acceleration, shall automatically become due and payable in full without any declaration or other act on the part of the Indenture Trustee or any Noteholder.
 
At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Article IV , the Requisite Global Majority may rescind and annul such declaration and its consequences if:
 
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(a)              the Issuers have paid to or deposited with the Indenture Trustee a sum sufficient to pay:
 
(i)              all payments of principal of and interest on the Notes and all other amounts that would, in each case, then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and
 
(ii)             all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel; and
 
(b)              all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by virtue of such acceleration, have been cured or waived as provided in Section 4.12 .
 
No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.
 
Section 4.03            Collection of Indebtedness and Suits for Enforcement by Indenture Trustee .
 
(a)             If the Issuers fail to pay all amounts due upon an acceleration of the Notes under Section 4.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, shall, if directed by the Requisite Global Majority (which will have the right, but not the obligation, to direct the Indenture Trustee to cause the foreclosure and sale of the Collateral in the Collateral Pool), institute a judicial proceeding for the collection of the sums so due and unpaid, prosecute such proceeding to judgment or final decree and enforce the same against the Issuers or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the Collateral, wherever situated, or may institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by applicable law.
 
(b)             If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion and in any order, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or any Mortgage or by law.
 
(c)              In case (x) there shall be pending, relative to the Issuers or any Person having or claiming an interest in the Collateral Pool, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee, debtor-in-possession or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of any Issuer or its property or (z) there shall be pending a comparable judicial proceeding brought by creditors of any Issuer or affecting the property of such Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:
 
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(i)              to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or any predecessor Indenture Trustee, as applicable) and of the Noteholders allowed in such proceedings;
 
(ii)              unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such proceedings;
 
(iii)             to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its behalf; and
 
(iv)             to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to any Issuer, its creditors and its property;
 
and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee.
 
(d)             Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any related Noteholder or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
 
(e)             In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.
 
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(f)             All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.11(b) .
 
Section 4.04            Remedies .
 
If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable pursuant to Section 4.02 and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee shall, at the written direction of the Requisite Global Majority, in addition to performing any tasks as provided in Section 4.03 ,   do one or more of the following:
 
(a)              institute, or cause to be instituted, Proceedings for the collection of all amounts then payable on or under the Collateral or this Indenture with respect to the Notes, whether by declaration of acceleration or otherwise, of the sums due and unpaid, prosecute such Proceedings, enforce any judgment obtained and collect from the Collateral included in the Collateral Pool the moneys adjudged to be payable;
 
(b)              liquidate, or cause to be liquidated, all or any portion of the Collateral Pool at one or more public or private sales called and conducted in any manner permitted by applicable laws; provided , however , that the Indenture Trustee shall give the Issuers written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least ten (10) days prior to the date fixed for such private sale;
 
(c)               institute, or cause to be instituted, Foreclosure Proceedings with respect to all or part of the Collateral included in the Collateral Pool;
 
(d)              exercise, or cause to be exercised, any remedies of a secured party under the UCC;
 
(e)              maintain the lien of this Indenture and the Mortgages over the Collateral included in the Collateral Pool and, in its own name or in the name of the Issuers or otherwise, collect and otherwise receive in accordance with the Property Management Agreement or this Indenture any money or property at any time payable or receivable on account of or in exchange for the Properties and Leases in the Collateral Pool;
 
(f)               take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee hereunder; and
 
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(g)             exercise, or cause to be exercised, any remedies contained in any Mortgage;
 
provided , however , that the Indenture Trustee shall not, unless required by law, sell or otherwise liquidate all or any portion of the Collateral Pool following any Event of Default except in accordance with Section 4.15 ; provided , further , that, with respect to instituting any remedies pursuant to this Section 4.04 in any state wherein the law prohibits more than one “judicial action” or “one form of action” to enforce a mortgage obligation, the Indenture Trustee shall enforce any of the Indenture Trustee’s rights hereunder with respect to any Properties in accordance with the directions of the Property Manager.
 
In the event that the Indenture Trustee, following an Event of Default hereunder, institutes Foreclosure Proceedings, the Indenture Trustee shall promptly give a notice to that effect to the Issuers and each Rating Agency.
 
Section 4.05            Application of Money Collected .
 
Any money collected by the Indenture Trustee pursuant to this Article shall be deposited in the Payment Account and, on each Payment Date, shall be applied in accordance with Section 2.11 and, in case of the distribution of such money on account of the principal of or interest on the Notes, upon presentation and surrender of the Notes if fully paid.
 
Section 4.06             Limitation on Suits .
 
Except as provided in Section 4.07 , no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:
 
(1)             such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;
 
(2)             the Requisite Global Majority shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;
 
(3)             such Noteholder has offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
 
(4)             the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding; and
 
(5)             an Event of Default shall have occurred and be continuing;
 
it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or preference over any other of such Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Noteholders.  Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.
 
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Section 4.07             Unconditional Right of Noteholders to Receive Principal and Interest .
 
Notwithstanding any other provision in this Indenture, the Holder of any Note at Maturity shall have the right, which is absolute and unconditional, to receive payments of interest, principal and other amounts then due on such Note (subject to Section 2.11 ) and to institute suit for the enforcement of any such payment (subject to Section 4.06 ), and such rights shall not be impaired without the consent of such Noteholder, unless a non-payment has been cured pursuant to the second paragraph of Section 4.02 .  The Issuers shall, however, be subject to only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any one cause of action arising under this Indenture or otherwise.
 
Section 4.08             Restoration of Rights and Remedies .
 
If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuers, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.
 
Section 4.09             Rights and Remedies Cumulative .
 
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 , no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
Section 4.10             Delay or Omission Not Waiver .
 
No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Indenture or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Noteholders, as the case may be.
 
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Section 4.11             Control by Requisite Global Majority .
 
The Requisite Global Majority shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under Section 4.04 , or exercising any trust or power conferred on the Indenture Trustee (including, without limitation, the exercise of its rights under any Account Control Agreement); provided , that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability; provided , further , that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction.  Notwithstanding the foregoing, the Requisite Global Majority will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Requisite Global Majority to the Indenture Trustee, following an Event of Default, to realize upon the Collateral included in the Collateral Pool by liquidating such Collateral or otherwise.
 
Section 4.12            Waiver of Past Defaults .
 
Prior to the acceleration of the Maturity of the Notes, the Requisite Global Majority may waive any past default hereunder and its consequences, except a default:
 
(1)              in the distribution of principal or interest on any Note, for which a waiver shall require the consent of Noteholders holding 100% of the Series Principal Balance of all Notes affected thereby;
 
(2)              in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Note affected thereby, for which a waiver shall require the consent by each such Holder;
 
(3)             depriving the Indenture Trustee of a lien on any part the Collateral, for which a waiver shall require the consent of the Indenture Trustee; or
 
(4)            depriving the Indenture Trustee or the Collateral Agent of any fees, reimbursement, or indemnification, to which the Indenture Trustee or the Collateral Agent is entitled, for which a waiver shall require the written consent of the Indenture Trustee or the Collateral Agent, as applicable.
 
Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom (and any Early Amortization Period under clause (B) of the definition thereof resulting therefrom) shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.  Any costs or expenses incurred by the Indenture Trustee or the Collateral Agent in connection with such waiver shall be reimbursable to the Indenture Trustee, as applicable, as an Extraordinary Expense from amounts on deposit in the Payment Account.
 
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Section 4.13            Undertaking for Costs .
 
All parties to this Indenture agree, and each Noteholder and Note Owner by its acceptance of such Note or an Ownership Interest therein shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by any Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder or group of Noteholders, holding in the aggregate at least 25% of the Aggregate Series Principal Balance, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Maturity of such Note.
 
Section 4.14            Waiver of Stay or Extension Laws .
 
Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; each Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee, but will suffer and permit the exercise of every such power as though no such law had been enacted.
 
Section 4.15            Sale of Collateral .
 
(a)             The power to effect any public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or Section 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid.  The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale.  The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 .
 
(b)              Subject to Section 4.15(c) , the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04 , unless:
 
(i)              the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or
 
(ii)             the proceeds of such liquidation would be greater than or equal to the Aggregate Series Principal Balance.
 
The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b) .
 
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(c)              In the event that any Series of Notes is not fully paid on the applicable Rated Final Payment Date, the applicable Controlling Party shall have the right to require the sale of the Collateral, subject to Section 4.15(b) and (d) .
 
(d)              In connection with a sale of all or any portion of the Collateral Pool:
 
(i)            any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;
 
(ii)             the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof;
 
(iii)            the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all action necessary to effect such sale;
 
(iv)            no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and
 
(v)             no purchaser or transferee at such a sale shall have been a prior owner of such Collateral if such prior owner was STORE Capital or an Affiliate thereof.
 
Section 4.16                Action on Notes .
 
The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture.  Neither the lien of the Mortgages and this Indenture nor any rights or remedies of the Indenture Trustee, any Series Enhancer or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against any Issuer or by the levy of any execution under such judgment upon any portion of the Collateral Pool.
 
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ARTICLE V
 
THE INDENTURE TRUSTEE
 
Section 5.01             Certain Duties and Responsibilities .
 
The Issuers hereby irrevocably constitute and appoint the Indenture Trustee, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in place and stead of the Issuers and in the name of the Issuers or in its own name or in the name of a nominee, from time to time in the Indenture Trustee’s discretion, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture, all as set forth in this Section 5.01 .
 
(a)              The rights, duties and liabilities of the Indenture Trustee in respect of this Indenture shall be as follows:
 
(i)              The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to protect the interests of the Noteholders.  The Issuers shall prepare and file or cause to be filed, at the applicable Issuers’ expense, a UCC Financing Statement and any continuation statements, describing such Issuers as debtor, the Indenture Trustee as secured party and the Collateral included in the Collateral Pool as the collateral, in all appropriate locations in the State of Delaware promptly following the initial issuance of each Series of Notes, and within six (6) months prior to each fifth (5th) anniversary of the original filing.  The Indenture Trustee is hereby authorized and obligated to make, at the expense of the applicable Issuers, all required filings and refilings with respect to which the Indenture Trustee receives written direction from an Issuer, necessary to preserve the liens created by the Mortgages and this Indenture as provided therein and herein.  The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to it in its reasonable discretion to indemnify it against such liability and expense.  Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements contained herein, or in any other instruments to be performed or observed by the Issuers.
 
(ii)            Subject to the other provisions of this Article V , the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provisions of this Indenture, shall examine them to determine whether they are on their face in the form required by this Indenture to the extent expressly set forth herein.  If any such instrument is found on its face not to conform to the requirements of this Indenture in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected.  The Indenture Trustee shall not incur any liability in acting upon any signature, notice, request, consent, certificate, opinion, or other instrument reasonably believed by it to be genuine.  In administering the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereunder directly or through its agents or attorneys; provided , that it shall remain liable for the acts of all such agents and attorneys.  The Indenture Trustee may, at its own expense (except as otherwise provided in Section 5.04 ), consult with counsel, accountants and other professionals to be selected and employed by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice of any such Person nor for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.
 
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(iii)          The Indenture Trustee shall not, except as otherwise provided in Section 5.01(a)(i) , have any duty to make, arrange or ensure the completion of any recording, filing or registration of any instrument or other document (including any UCC Financing Statements), or any amendments or supplements to any of said instruments or to determine if any such instrument or other document is in a form suitable for recording, filing or registration, and the Indenture Trustee shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges or taxes in connection therewith.
 
(iv)            Whenever in performing its duties hereunder, the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may, in the absence of bad faith on the part of the Indenture Trustee, rely upon (unless other evidence in respect thereof be specifically prescribed herein) an Officer’s Certificate of any applicable Issuer Member and such Officer’s Certificate shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it on the faith thereof.
 
(v)            Except in its capacity as successor to the Property Manager, the Indenture Trustee shall not have any obligations to see to the payment or discharge of any liens (other than the liens of this Indenture and the Mortgages) upon the Collateral included in the Collateral Pool, or to see to the application of any payment of the principal of or interest on any Note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property.  The Indenture Trustee (and any successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Collateral included in the Collateral Pool, arising as a result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting negligently, in bad faith or with willful misconduct in its capacity as Indenture Trustee (or such successor trustee or co-trustee, as the case may be).
 
(vi)          The Indenture Trustee shall not be concerned with or accountable to any Person for the use or application of any deposited moneys or of any property or securities or the proceeds thereof that shall be released or withdrawn in accordance with the provisions hereof or of any property or securities or the proceeds thereof that shall be released from the lien hereof or thereof in accordance with the provisions hereof or thereof and the Indenture Trustee shall not have any liability for the acts of other parties that are not in accordance with the provisions hereof.
 
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(b)              The rights, duties and liabilities of the Indenture Trustee in respect of the Collateral Pool and this Indenture, in addition to those set forth in Section 5.01(a) , shall be as follows:
 
(i)              except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and
 
(ii)             the Indenture Trustee may, in the absence of bad faith on its part, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture or any other Transaction Document, as applicable; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, to the extent expressly set forth herein.
 
(c)              Subject to Section 4.12 , in case an Event of Default known to the Indenture Trustee with respect to the Notes has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Mortgages, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
 
(d)              No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
 
(i)              this subsection shall not be construed to limit the effect of subsections (a) , (b) or (c) of this Section 5.01 ;
 
(ii)             the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;
 
(iii)            the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of any applicable party pursuant to a Transaction Document, the Requisite Global Majority, any Controlling Party or Noteholders of more than 50% (unless a lower or higher percentage of Noteholders is expressly permitted or required to authorize such action hereunder, in which case such lower or higher percentage) of the Aggregate Series Principal Balance, as the case may be, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising or omitting exercise any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes; and
 
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(iv)           the Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of a default in the observance of any covenant contained in Section 9.06 or Article X unless either (i) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such default or (ii) written notice of such default shall have been given by the Issuers or by any Noteholder to and received by a Responsible Officer of the Indenture Trustee.  In the absence of receipt of such notice or actual knowledge the Indenture Trustee may conclusively assume that is no default or Event of Default.
 
The Indenture Trustee shall perform the duties and obligations specified to be performed by the Indenture Trustee in the Property Management Agreement and in the other Transaction Documents.

Section 5.02             Notice of Defaults .
 
The Indenture Trustee, promptly but not later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any default under this Indenture, shall notify the Issuers the Noteholders and the Rating Agencies of any such default (a “ Notice of Default ”), unless all such defaults known to the Indenture Trustee shall have been cured before the giving of such notice or unless the same is rescinded and annulled, or waived by the Requisite Global Majority pursuant to Section 4.02 or Section 4.12 .  For the purpose of this Section 5.02 , the term “default” means any event which is, or after notice,  or direction of the Requisite Global Majority or lapse of time would become, an Event of Default with respect to the Notes.
 
Section 5.03            Certain Rights of Indenture Trustee .
 
Subject to the provisions of Section 5.01 , in connection with this Indenture:
 
(a)             the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties as may be required by such party or parties pursuant to the terms of this Indenture or any other Transaction Document, as applicable;
 
(b)              any request or direction of an Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the board of managers of the Issuer Member may be sufficiently evidenced by a Resolution;
 
(c)             whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;
 
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(d)              the Indenture Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
 
(e)               [reserved];
 
(f)              the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Indenture Trustee in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney;
 
(g)             the Indenture Trustee may, at its own expense (except as otherwise provided in Section 5.04 ), execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided , that it shall remain liable for the acts of all such attorneys and agents;
 
(h)              the Indenture Trustee shall not be required to provide any surety or bond of any kind in connection with the execution or performance of its duties hereunder;
 
(i)               except with respect to the representations made by it in Section 5.06 , the Indenture Trustee shall not make any representations as to the validity or sufficiency of this Indenture;
 
(j)              the Indenture Trustee shall not at any time have any responsibility or liability with respect to the legality, validity or enforceability of the Collateral included in the Collateral Pool other than its failure to act in accordance with the terms of this Indenture or the Property Management Agreement;
 
(k)              the Indenture Trustee shall be under no obligation to exercise any of the powers vested in it by this Indenture or any other Transaction Document, as applicable, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Requisite Global Majority will be deemed to be satisfied by a letter agreement with respect to such costs from such Noteholders); nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, and such Event of Default having not been cured, to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;
 
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(l)               the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or the rights and powers conferred upon it by this Indenture;
 
(m)             the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its own negligence or willful misconduct in the performance of such act;
 
(n)            the Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it;
 
(o)              the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;
 
(p)             to help the U.S. government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.  When an account is opened, the Indenture Trustee shall ask for information that will allow the Indenture Trustee to identify relevant parties.  The other parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Indenture Trustee;
 
(q)             notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Indenture Trustee that the Indenture Trustee deems to contain confidential, proprietary, and/or sensitive information may be encrypted.  The recipient (the “ Email Recipient ”) of the encrypted email communication will be required to complete a registration process.  Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Indenture Trustee to the Email Recipient.  Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at www.citi.com/citi/citizen/privacy.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181; and
 
(r)              the Indenture Trustee shall have the right to require that any directions, instructions or notices provided to it by any Noteholder be signed by an Authorized Person (as hereinafter defined), be provided on corporate letterhead, be notarized or contain a medallion signature guarantee, or contain such other evidence as may be reasonably requested by the Indenture Trustee to establish the identity and/or signatures thereon.  The identity of such Authorized Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Indenture Trustee in a list of authorized signers form acceptable to the Indenture Trustee and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Indenture Trustee of any change thereto (the person(s) so designated from time to time, the “ Authorized Persons ”).
 
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Section 5.04            Compensation; Reimbursement; Indemnification .
 
(a)               Subject to Section 5.04(b) , the applicable Issuers hereby agree:
 
(1)             to pay or cause to be paid to the Indenture Trustee, in accordance with the terms of this Indenture, monthly, the related Indenture Trustee Fee as compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and
 
(2)             to reimburse, indemnify or cause to be indemnified and hold harmless the Indenture Trustee and its directors, officers, employees, agents, Affiliates and Control Persons for any loss, liability, claim, expense or disbursements (including without limitation costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement): (A) incurred in connection with any act (including any actions taken by the Indenture Trustee or its agents pursuant to Article IV ) or omission on the part of the Indenture Trustee with respect to this Indenture (and the transactions contemplated in connection herewith), any other Transaction Documents, the Collateral Pool (including but not limited to protecting its interest in such Collateral or collecting any amount payable thereunder or in enforcing its rights with respect to such Collateral, whether or not any legal proceeding is commenced hereunder or under the Mortgages) or the Notes (in each case, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Indenture Trustee’s obligations or duties under this Indenture); (B) arising out of or in any way relating to any one or more of the following: (i) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (ii) any use, non-use or condition in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property or any part thereof; and (iv) any failure of any Property to be in compliance with any Applicable Laws; or (C) arising out of or in any way relating to any tax on the making and/or recording of any Mortgage.
 
With respect to any third party claim:
 
(i)             the Indenture Trustee shall give the Issuers written notice thereof promptly after the Indenture Trustee shall have knowledge thereof;
 
(ii)            while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuers in preparing such defense; and
 
(iii)            notwithstanding the foregoing provisions of this Section 5.04(a) , the Indenture Trustee shall not be entitled to reimbursement out of the Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior written consent of the applicable Issuers, which consent shall not be unreasonably withheld.
 
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The provisions of this Section 5.04(a) shall survive the termination of this Indenture and the resignation or termination of the Indenture Trustee.
 
Each of the Authenticating Agents, the Note Registrar and the Collateral Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to under this Indenture.
 
The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of any of the Issuers to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 5.04(a) ; provided , however , that (subject to Sections 5.04(b) and 5.04(c) ) nothing in this Section 5.04 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of any such Issuer’s failure to pay any sums due the Indenture Trustee pursuant to this Section 5.04 .
 
(b)             The obligations of the Issuers set forth in Section 5.04(a) are nonrecourse obligations solely of the Issuers and will be payable only from the Collateral Pool.  The Indenture Trustee hereby agrees that it has no rights or claims against the Issuers directly and shall only look to the Collateral Pool to satisfy any Issuer’s obligations under Section 5.04(a) .  Notwithstanding the provisions of Section 4.03 , the Indenture Trustee hereby agrees not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer.
 
(c)            The Indenture Trustee shall not institute any proceeding seeking the enforcement of any lien against the Collateral Pool unless (i) such proceeding is in connection with a proceeding in accordance with Article IV hereof for enforcement of the lien of the Mortgages and this Indenture for the benefit of the Noteholders after the occurrence of an Event of Default (other than an Event of Default due solely to a breach of this Section 5.04 ) and a resulting declaration of acceleration of such Notes that has not been rescinded and annulled, or (ii) such proceeding does not and will not result in or cause a sale or other disposition of the Collateral included in the Collateral Pool.
 
Section 5.05            Corporate Indenture Trustee Required; Eligibility .
 
The Issuers hereby agree that there shall at all times be an Indenture Trustee hereunder which shall be a bank (within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having aggregate capital, surplus and undivided profits of at least $100,000,000, and subject to supervision or examination by federal or state authority, the long-term unsecured debt of which is rated not lower than “A” by S&P and the short-term debt of which is rated not lower than “A-1” by S&P, or another institution the retention of which satisfies the Rating Condition.  If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of the applicable supervising or examining authority, then for the purposes of this Section 5.05 , the combined capital, surplus and undivided profits of such bank shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published.  The Indenture Trustee shall at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of any Issuer or an Affiliate of any Person involved in the organization or operation of any Issuer or be directly or indirectly controlled by any Issuer.  If at any time a Responsible Officer of the Indenture Trustee becomes aware that the Indenture Trustee has ceased to be eligible in accordance with the provisions of this Section 5.05 , the Indenture Trustee shall resign immediately in the manner and with the effect hereinafter specified in this Article V .
 
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Section 5.06            Authorization of Indenture Trustee .
 
The Indenture Trustee represents and warrants as to itself: that it is duly authorized under applicable federal law, its charter and its by-laws to execute and deliver this Indenture, and to perform its obligations hereunder, including, without limitation, that (assuming it is enforceable against the other parties hereto) this Indenture constitutes its valid and binding obligation enforceable against it in accordance with the Indenture’s terms (subject to applicable bankruptcy and insolvency laws and general principles of equity), that it is duly authorized to accept the Grant to it of the Collateral included in the Collateral Pool and is authorized to authenticate any Series of Notes issued pursuant to the applicable Series Supplement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained.
 
Section 5.07            Merger, Conversion, Consolidation or Succession to Business .
 
Any corporation, bank, trust company or association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder; provided , that such corporation, bank, trust company or association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
 
Section 5.08            Resignation and Removal; Appointment of Successor .
 
(a)              No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until (i) the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of Section 5.09 , (ii) payment to the predecessor Indenture Trustee of all unpaid fees and expenses and (iii) the Rating Condition is satisfied.
 
(b)             Subject to Section 5.08(a) , the Indenture Trustee may be removed at any time with respect to the Notes by the Requisite Global Majority and notice of such action by the Noteholders shall be delivered to the Indenture Trustee, the Issuers and the Rating Agencies.
 
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(c)              If at any time:
 
(i)            the Indenture Trustee shall cease to be eligible under Section 5.05 , or the representations of the Indenture Trustee in Section 5.06 shall prove to be untrue in any material respect, and the Indenture Trustee shall fail to resign after written request therefor by the Issuer Member or the Noteholders of 10% of the Aggregate Series Principal Balance; or
 
(ii)            the Indenture Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall be appointed or any public officer shall take charge or control of the Indenture Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation;
 
then, in either such case, (i) the Issuer Member, may, by written notice, remove the Indenture Trustee, or (ii) subject to Section 4.13 , any Noteholder may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.
 
(d)              If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any reason (including removal), the Issuer Member, on behalf of the Issuers, with the consent of the Requisite Global Majority, shall promptly appoint a successor Indenture Trustee, who shall comply with the applicable requirements of Section 5.09 .  If, within sixty (60) days after such resignation, or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer Member, on behalf of the Issuers, and shall not have accepted such appointment in accordance with the applicable requirements of Section 5.09 , then a successor Indenture Trustee shall be appointed by act of the Requisite Global Majority delivered to the Issuers and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09 , become the successor Indenture Trustee with respect to the Notes.  If the Indenture Trustee shall resign pursuant to this Section 5.08 , then such resigning Indenture Trustee must pay all costs and expenses associated with the transfer of its duties.  If the Indenture Trustee shall be removed pursuant to this Section 5.08 , then the party requesting such removal of the Indenture Trustee shall pay all costs and expenses associated with the transfer of its duties.
 
If, within one hundred twenty (120) days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 5.09 , the resigning Indenture Trustee may, on its own behalf, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.
 
(e)             The Issuers shall give notice of any resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee by giving notice of such event to the Rating Agencies and the Noteholders.  Each notice shall include the name of the successor Indenture Trustee and the address of its corporate trust office.
 
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Section 5.09            Acceptance of Appointment by Successor .
 
In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuers and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Issuer Member or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of its fees, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee, shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Issuer Member to provide for the appropriate interest in the Collateral Pool (including, without limitation, the Mortgages) to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing.
 
Upon request of any such successor Indenture Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts referred to in this Section.
 
No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under this Article.
 
Section 5.10            Unclaimed Funds .
 
The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders.  Notwithstanding the foregoing, at the expiration of three years following the Final Payment Date for any Class of Notes of any Series any moneys set aside in accordance with Section 2.11(b) for payment of principal, interest and other amounts on such Notes remaining unclaimed by any lawful owner thereof, and, to the extent required by applicable law, any accrued interest thereon shall be remitted to the applicable Issuers, as their interest may appear, to be held in trust by such Issuers for the benefit of the applicable Noteholder until distributed in accordance with applicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided , that the Indenture Trustee, before being required to make any such remittance, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by applicable law, and otherwise at the expense of the applicable Issuers payable out of the Collateral Pool, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than thirty (30) days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the applicable Issuers upon their written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with applicable law.  Any successor to an Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of an Issuer in a liquidation of such Issuer shall remain liable for the amount of any unclaimed balance paid to such Issuer pursuant to this Section 5.10 .
 
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Section 5.11             Illegal Acts .
 
No provision of this Indenture or any amendment or supplement hereto shall be deemed to impose any duty or obligation on the Indenture Trustee to do any act in the performance of its duties hereunder or to exercise any right, power, duty or obligation conferred or imposed on it, which under any present or future law shall be unlawful, or which shall be beyond the corporate powers, authorization or qualification of the Indenture Trustee.
 
Section 5.12            Communications by the Indenture Trustee .
 
The Indenture Trustee, if any principal of or interest on any Notes due and payable hereunder is not paid, shall send to the applicable Issuers, within one (1) Business Day after the Maturity thereof, a written demand for payment thereon.
 
Section 5.13            Separate Indenture Trustees and Co-Trustees .
 
(a)            Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any portion of the Collateral Pool subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder.  If the Indenture Trustee shall request the Issuers to do so, the Issuers shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request.  A separate trustee or co-trustee appointed pursuant to this Section 5.13 need not meet the eligibility requirements of Section 5.05 .
 
(b)              Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:
 
(i)             the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee at the direction of the Indenture Trustee;
 
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(ii)            all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

(iii)            the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuers shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request.  A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.
 
(c)              Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instruments, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Collateral Pool to be vested in such separate trustee or co-trustee, and (ii) the execution and delivery of any transfer documentation or bond powers that may be necessary to give effect to the transfer of the lien of this Indenture and the Mortgages to the co-trustee.  Any separate trustee or co-trustee may, at any time, by written instrument constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted by law, do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name.  If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.
 
(d)              Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.
 
(e)              Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.
 
(f)               No appointment of a separate trustee or co-trustee pursuant to this Section 5.13 shall relieve the Indenture Trustee of any of its obligations, duties or responsibilities hereunder in any way or to any degree.
 
Section 5.14            Communications with the Rating Agency .
 
The Indenture Trustee will transmit a copy of each statement, notice or other document required to be provided to any applicable Rating Agency pursuant to this Indenture via email to the applicable Rating Agency’s website(s) set forth in the applicable Series Supplements contemporaneously with its posting or delivery of such statement, notice or other document to each such Rating Agency, as the case may be.  Except as expressly provided in this Indenture, the Indenture Trustee shall not have any oral or written communications regarding the terms and provisions of the Transaction Documents or of the transactions contemplated hereunder or thereunder with any applicable Rating Agency without the prior written consent of the Support Provider.
 
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ARTICLE VI
 
REPORTS TO NOTEHOLDERS
 
Section 6.01            Reports to Noteholders and Others .
 
(a)             Based on information with respect to the Mortgage Loans, Properties and Leases provided to the Indenture Trustee by the Property Manager and the Special Servicer pursuant to the Property Management Agreement (and the Indenture Trustee’s calculations based on such information and the Indenture Trustee’s records with respect to the Notes), the Indenture Trustee shall prepare, or cause to be prepared, and make available either in electronic format or by first class mail on each Payment Date, or as soon thereafter as is practicable, to the Issuers, the Initial Purchasers, the Rating Agencies, each Noteholder and any other Person upon the direction of any Issuer a statement in respect of the payments made on such Payment Date setting forth the information set forth in Exhibit B hereto (the “ Trustee Report ”).  The Indenture Trustee shall promptly make each Trustee Report available via the Indenture Trustee’s internet website to any Noteholder, Note Owner or prospective investor upon receipt by the Indenture Trustee from such person of a certification in the form of Exhibit E-1 or E-2 attached hereto, as applicable, and to the Issuers, designees of the Issuers, the Property Manager, the Special Servicer, the Back-Up Manager, any Sub-Manager, the Rating Agencies and the Initial Purchasers.  The Indenture Trustee’s internet website will be located at “ http://www.sf.citidirect.com ” or at such other address as the Indenture Trustee shall notify the parties hereto from time to time.  For assistance with the Indenture Trustee’s internet website, Noteholders may call (888) 855-9695.
 
In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee shall require registration and the acceptance of a disclaimer as well as the delivery of a request for information, substantially in the form of Exhibit E-1 or Exhibit E-2 , as applicable.  The Indenture Trustee shall not be liable for having disseminated information in accordance with this Indenture.
 
The Indenture Trustee shall be entitled to rely on and shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Trustee Report and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
 
(b)              Within a reasonable period of time after the end of each calendar year (but in no event more than sixty (60) days following the end of such calendar year), the Indenture Trustee shall prepare, or cause to be prepared, and make available either in electronic format or by first class mail to each Person who at any time during the calendar year was a Noteholder (i) a statement containing the aggregate amount of principal and interest payments on the Notes for such calendar year or applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as the Indenture Trustee deems necessary or desirable for Noteholders to prepare their federal, state and local income tax returns including, without limitation (and to the extent provided to it by the Issuers which shall so cause such information to be provided), the amount of original issue discount accrued on the Notes, if applicable.  The obligations of the Indenture Trustee in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information has been provided by the Indenture Trustee.
 
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Section 6.02            Certain Communications with the Rating Agencies .
 
Upon request by any Rating Agency, the Indenture Trustee shall make available or send, in the case of all material items, and shall endeavor to make available or send, in the case of all other items, a copy of each supplement, notice, certificate, request, demand, financial statement and amortization schedule sent by it or received by it pursuant to or in connection with this Indenture or the Collateral Pool or any part thereof, other than statements of the Indenture Trustee’s fees and expenses sent by it to the Issuers and any other communications of a similar and solely administrative nature in the Indenture Trustee’s sole opinion, to such Rating Agency.
 
Section 6.03            Access to Certain Information .
 
(a)             The Indenture Trustee shall afford to the Noteholders, the Issuers, the Property Manager, the Special Servicer, the Back-Up Manager, the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation regarding the Collateral Pool within its control; provided, however, to the extent STORE Capital delivers any operating statements or other financial information to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement (and such statements or information are designated in writing (by email or otherwise) by STORE Capital to the Indenture Trustee as confidential), the Indenture Trustee shall not disseminate any such information to any Noteholder unless such Noteholder executes a confidentiality agreement substantially in the form attached hereto as Exhibit F.  Any such confidentiality agreement executed by a Noteholder shall apply to all future disclosures of operating statements and other financial information delivered by STORE Capital to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement and provided to such Noteholder by the Indenture Trustee under this Section 6.03(a). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Indenture Trustee designated by it.
 
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(b)             The Indenture Trustee shall maintain at its office primarily responsible for administration of the Collateral Pool and shall deliver to the Issuers, the Rating Agencies and, subject to the succeeding paragraph, any Noteholder or Note Owner or Person identified to the Indenture Trustee as a prospective transferee of a Note or an Ownership Interest therein (at the reasonable request and, except for the Rating Agencies, expense of the requesting party), copies of the following items (to the extent that such items have been delivered to the Indenture Trustee or the Indenture Trustee can cause such items to be delivered to it without unreasonable burden or expense): (i) any private placement memorandum or disclosure document relating to the applicable Notes, in the form most recently provided to the Indenture Trustee by the applicable Issuers or by any Person designated by such Issuers; (ii) this Indenture, the Limited Liability Company Agreements, the Property Management Agreement and any amendments hereto or thereto; (iii) all reports prepared by, and all reports delivered to, the Indenture Trustee, the Property Manager, the Special Servicer or the Back-Up Manager in such capacities since the Initial Closing Date; (iv) all Officer’s Certificates delivered by the Property Manager and the Special Servicer since the Initial Closing Date pursuant to Section 3.11 of the Property Management Agreement and all Officer’s Certificates delivered by the Issuer Member since the Initial Closing Date pursuant to Section 9.07 ; (v) all accountants’ reports caused to be delivered by the Property Manager and the Special Servicer since the Initial Closing Date pursuant to Section 3.12 of the Property Management Agreement; (vi) all Determination Date Reports, Special Servicer Reports and Modified Collateral Detail and Realized Loss Reports (each, as defined in the Property Management Agreement) since the Initial Closing Date prepared pursuant to Section 4.01 of the Property Management Agreement; (vii) the Lease Files and Loan Files, including any and all modifications, waivers and amendments of the terms of each Lease and Mortgage Loan, as applicable, entered into or consented to by the Property Manager or the Special Servicer and delivered to the Indenture Trustee pursuant to Section 3.16(c) of the Property Management Agreement or otherwise; and (viii) any and all Officer’s Certificates and other evidence to support the Property Manager’s or the Special Servicer’s, as the case may be, determination that any Advance was or, if made, would be a Nonrecoverable Advance.  The Indenture Trustee shall make available copies of any and all of the foregoing items upon written request of any party set forth in the previous sentence.  However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party.
 
If requested by any Noteholder, the Indenture Trustee (to the extent it is able to obtain such information from the Property Manager) shall provide: (i) the most recent inspection report prepared by the Property Manager or the Special Servicer in respect of each Property pursuant to Section 3.10 of the Property Management Agreement; (ii) the most recent available documentation and information collected by the Property Manager or the Special Servicer pursuant to Article IV of the Property Management Agreement, together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Article IV of the Property Management Agreement; and (iii) any and all notices and reports with respect to any Property as to which environmental testing is contemplated by Section 10.08 .
 
The Indenture Trustee will make available, upon reasonable advance notice and at the expense of the requesting party, copies of the above items to any Noteholder or Note Owner and to prospective purchasers of Notes; provided , that, as a condition to making such items available, the Indenture Trustee shall require (a) in the case of Noteholders or Note Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit E-1 hereto generally to the effect that such Person is a Noteholder or Note Owner, is requesting the information solely for use in evaluating such Person’s investment in the related Notes and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person and such Person’s prospective transferor substantially in the form of Exhibit E-2 hereto generally to the effect that such Person is a prospective purchaser of Notes, is requesting the information solely for use in evaluating a possible investment in such Notes and will otherwise keep such information confidential.
 
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(c)              The Indenture Trustee shall not be liable for any dissemination of information made in accordance with Section 6.03(a) or (b) .
 
(d)              Each Issuer shall permit agents, representatives and employees of the Indenture Trustee to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, subject to the applicable Leases .
 
ARTICLE VII
 
REDEMPTION; SERIES ENHANCEMENT
 
Section 7.01            Redemption of the Notes .
 
(a)              Subject to Section 7.01(b) , on any Business Day, the Issuers may, at their option, elect to purchase the Outstanding Notes, in whole or in part, to be allocated pro rata among all Series and Class of Notes on any Business Day (such date, the “ Redemption Date ”) in an amount equal to (i) the Applicable Paydown Percentage with respect to the then outstanding Aggregate Series Principal Balance, plus all accrued and unpaid interest (including any Post-ARD Additional Interest) thereon, (ii) all amounts outstanding to the Indenture Trustee, the Property Manager, the Special Servicer and the Back-Up Manager, and (iii) the required Make Whole Amount, if any ((i), (ii) and (iii), the “ Redemption Amount ”), any such amounts deposited pursuant to clauses (i) and (iii) above to be allocated pro rata among all Series and Class of Notes by giving written notice to the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Rating Agencies no less than fifteen (15) days prior to the Redemption Date, which such notice will include the Applicable Paydown Percentage of the Notes to be purchased on such Redemption Date, and the parties to whom payments are owed, and the respective amounts thereof, under clause (ii) of the definition of Redemption Amount.  In the event such option is exercised, the Issuers shall deposit in the Collection Account not later than the related Redemption Date an amount in immediately available funds equal to the Redemption Amount.  Upon confirmation that such deposit has been made, the Indenture Trustee shall: (1) remit principal amounts set forth under clause (i) of the definition of Redemption Amount, pro rata , to the Noteholders of each Series based on the respective Outstanding Principal Balances of each such Series, and shall remit interest amounts set forth under clause (i) of the definition of Redemption Amount and amounts set forth under clause (iii) of the definition of Redemption Amount to the Noteholders of each Series in accordance with the respective accrued and unpaid amounts to which they are then entitled to payment; (2) pay all amounts set forth under clause (ii) of the definition of Redemption Amount to each applicable party as set forth in the notice of redemption provided by the Issuers pursuant to this Section 7.01(a) ; and (3) with respect to a purchase of all of the Outstanding Notes under this Section 7.01(a) , release or cause to be released to the Issuers the Lease Files and the Loan Files for the Properties, the Leases and the Mortgage Loans specified in the applicable redemption notice and execute all assignments, endorsements and other instruments furnished to it by the Issuers without recourse, as shall be necessary to effectuate transfer of the Notes, the Mortgages, the Mortgage Loans and the Leases to the Issuers or their respective designees.
 
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(b)              In addition to the right of redemption set forth in Section 7.01(a) , the Notes of each Series shall be subject to mandatory or optional redemption or other Voluntary Prepayment as provided in the applicable Series Supplement.
 
Section 7.02             Series Enhancement .
 
To manage risk between the Collateral Pool and the Notes of any Series, the applicable Issuers, on or before the related Series Closing Date, may enter into one or more types of Series Enhancement with respect to such Series of Notes, and may from time to time thereafter enter into additional Series Enhancements, in each case so long as the Rating Condition is satisfied.  The Series Supplement with respect to such Series of Notes shall specify the form of Series Enhancement and Series Enhancer, if any, and any additional terms with respect thereto.
 
ARTICLE VIII
 
SUPPLEMENTAL INDENTURES; AMENDMENTS
 
Section 8.01             Supplemental Indentures or Amendments Without Consent of Noteholders .
 
Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes:
 
(1)             to correct any typographical error or cure any ambiguity herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document;
 
(2)             to cause any provision herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable;
 
(3)             to amend or supplement a provision, or to supplement any provisions herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder;
 
(4)             to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act of 1934, as amended;
 
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(5)              to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect;
 
(6)             to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture;
 
(7)             to modify the Indenture, the Property Management Agreement, any Mortgage, any Guaranty or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder;
 
(8)             to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement or any Guaranty;
 
(9)             to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or
 
(10)            to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Collateral Agent, Custodian, Property Manager, Special Servicer or Back-Up Manager.
 
No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received a Tax Opinion to the effect that such amendment will not (x) cause the imposition of a tax on any of the Issuers, (y) cause any Notes of any Series to be characterized other than as indebtedness for federal income tax purposes, or (z) cause any Notes of any Series to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.1001-3.
 
Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.
 
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Section 8.02            Supplemental Indentures With Consent .
 
With the consent of the Controlling Party of each Series with Notes Outstanding, and ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, any Mortgage, any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided , that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received a Tax Opinion to the effect that such amendment will not (x) cause the imposition of a tax on any of the Issuers, (y) cause any Notes of any Series to be characterized other than as indebtedness for federal income tax purposes, and (z) cause any Notes of any Series to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.1001-3; and provided , further , that no such supplemental indenture or amendment may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
 
(1)             change a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
 
(2)             reduce the Outstanding Principal Balance of a Note, the applicable Note Rate or the applicable Post-ARD Additional Interest Rate (if any);
 
(3)            authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Properties or the Leases, except as provided in this Indenture or in the Property Management Agreement;
 
(4)             change the coin or currency in which the principal of any Note or interest thereon is payable;
 
(5)             impair the right to institute suit for the enforcement of any such payment on or after a Rated Final Payment Date;
  
(6)             reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Holders is required for any supplemental indenture or amendment, or the consent of whose Holders is required for any waiver of defaults under this Indenture and their consequences provided for in this Indenture, or for any other reason under this Indenture;
 
(7)             change any obligation of the Issuers to maintain an office or agency in the places and for the purposes set forth in this Indenture;
 
(8)             except as otherwise expressly provided in this Indenture, in the Property Management Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral included in the Collateral Pool;
 
(9)             modify Section 2.11 ; or
 
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(10)            release from the lien of any Mortgage and this Indenture (except as specifically permitted under this Indenture, the Property Management Agreement or the related Mortgage) all or any portion of the Collateral Pool.
 
It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
 
Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
 
Section 8.03            Delivery of Supplements and Amendments .
 
Promptly after the execution by the Issuers and the Indenture Trustee (and any other party, if required) of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuers, payable out of the Collateral Pool pursuant to Section 5.04 , shall furnish a notice setting forth in general terms the substance of such supplemental indenture or amendment to the Rating Agencies and to each Noteholder at the address for such Noteholder set forth in the Note Register.
 
Section 8.04            Series Supplements .
 
(a)            For purposes of this Article VIII , a Series Supplement executed in accordance with the provisions of Section 2.04(c) shall not be considered an amendment or supplemental indenture for the purposes of this Article VIII .  Accordingly, any Series Supplement executed in accordance with the provisions of Section 2.04(c) may amend, modify or supplement this Indenture and the Issuers and the other parties thereto may amend, modify or supplement any of the Mortgages, and any other of the Transaction Documents in connection with any such New Issuance, in each case without the consent of the Noteholders; provided , that no such Series Supplement may, without the consent of each Noteholder holding 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
 
(1)            change the Rated Final Payment Date, or the Payment Date of any principal, interest or other amount on any such Note, or reduce the Outstanding Principal Balance thereof, the Note Rate thereon or the applicable Post-ARD Additional Interest Rate thereon (if any), or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Rated Final Payment Date thereof;
 
(2)            reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Holders is required for any such Series Supplement, or the consent of whose Holders is required for any waiver of defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 4.01 );
 
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(3)             change any obligation of the Issuers to maintain an office or agency in the places and for the purposes set forth in this Indenture;
 
(4)            except as otherwise expressly provided in this Indenture, in the Property Management Agreement or in any Mortgage, deprive any Noteholder of the benefit of a valid first priority perfected security interest in the Collateral included in the Collateral Pool;
 
(5)             release from the lien of the Mortgages or this Indenture (except as specifically permitted under this Indenture, the Property Management Agreement or the related Mortgage) all or any portion of the Collateral Pool;
 
(6)             modify the definition of Noteholder; or
 
(7)             modify this Section 8.04 .
 
Section 8.05            Execution of Supplemental Indentures, Etc.
 
In executing, or accepting the additional trusts created by, any supplemental indenture or amendment permitted by this Article or in accepting the modifications thereby of the trusts created by this Indenture or in giving any consent to any modification of any Mortgage Loan or any Lease pursuant to this Indenture, the Indenture Trustee shall be entitled to receive, at the applicable Issuers’ expense payable out of the Collateral Pool pursuant to Section 5.04 , and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, amendment or modification is authorized or permitted by this Indenture and each Series Supplement.  The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment or consent to any such modification which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.
 
ARTICLE IX
COVENANTS; WARRANTIES
 
Section 9.01            Maintenance of Office or Agency .
 
The Issuers shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Issuers shall give prompt written notice to the Indenture Trustee and the Noteholders of the location, and any change in the location, of such office or agency.
 
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Section 9.02            Existence and Good Standing .
 
Subject to Section 9.08 , the Issuers shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and corporate franchises and comply in all material respects with all Legal Requirements applicable to them and the Properties. There shall never be committed by any Issuer or any other Person in occupancy of or involved with the operation or use of any Properties any act or omission affording any Governmental Authority the right of forfeiture as against any Property or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents.  The Issuers hereby covenant and agree not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. The Issuers shall at all times maintain, preserve and protect, or cause to be maintained, preserved and protected, all franchises and trade names and preserve all the remainder of its property required for the conduct of its business and shall keep (or cause to be kept) the applicable Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto. The Issuers shall keep (or cause the Tenants under each applicable Lease to keep) the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Indenture and the Property Management Agreement.
 
Section 9.03            Payment of Taxes and Other Claims .
 
(a)              Each Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all applicable taxes, assessments and governmental charges and claims (the “ Taxes ”) levied or imposed upon such Issuer or upon the income, profits or property of such Issuer, or shown to be due on the tax returns filed by such Issuer, except as set forth in Section 9.03(b) ; provided, that such failure to pay or discharge will not cause a forfeiture of, or a lien (other than a Permitted Encumbrance) to encumber, any property included in the Collateral. Upon the written direction of Property Manager, the Indenture Trustee is authorized to pay out of the Payment Account, prior to making payments on the Notes, any such Taxes which, if not paid, would cause a forfeiture or sale of, or a lien (other than a Permitted Encumbrance) to encumber, any property included in the Collateral.
 
(b)             After prior written notice to the Indenture Trustee, any Issuer, at its own expense, may in good faith contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any applicable Taxes; provided, that: (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall not be precluded by, and be conducted in accordance with the provisions of, any other instrument to which such Issuer is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no applicable Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) such Issuer shall promptly upon final determination thereof pay, or cause to be paid, the amount of any such Taxes, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes from the applicable Property; and (vi) such Issuer shall furnish such security and/or reserves as may be required in the proceeding, or as may be reasonably requested by the Indenture Trustee or as required in accordance with GAAP, to insure the payment of any such Taxes, together with all interest and penalties thereon; provided, that the Indenture Trustee shall not require such Issuer to post additional security if a contest is being conducted by a Tenant under an applicable Lease (even if such Issuer has joined in such proceeding to accommodate such Tenant’s contest) if such contest is conducted in accordance with such Lease and the related Tenant has provided such security as such Issuer may be entitled to require under such Lease. The Indenture Trustee may transfer any such cash deposit or part thereof held by the Indenture Trustee to the claimant entitled thereto at any time when, in the judgment of the Indenture Trustee, the entitlement of such claimant is established.
 
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Section 9.04            Validity of the Notes; Title to the Collateral; Lien .
 
(a)             Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under applicable law and the related Limited Liability Company Agreement to create and issue the Notes, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained.  The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).
 
(b)              Each Issuer represents and warrants to the other parties hereto that (i) such Issuer has good title to, and is the sole owner of, each Mortgage Loan, Property and Lease, as applicable, and all other applicable Collateral included in the Collateral Pool, free and clear of any pledge, lien, encumbrance or security interest other than Permitted Encumbrances and the liens created hereby and under the related Mortgages, (ii) this Indenture creates a valid and continuing security interest in each such item of the Collateral Pool in which a security interest may be created under Article 9 of the UCC in favor of the Indenture Trustee, which security interest is prior to all other liens, encumbrances and security interests, subject only to exceptions permitted in this Indenture, in the Property Management Agreement and in the related Mortgages, and is enforceable as such against creditors of and purchasers from such Issuer, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), (iii) each Mortgage creates a valid lien upon the Mortgage Loans, Property and Lease, as applicable, specified therein, which lien is prior to all other liens, encumbrances and security interests, subject only to exceptions permitted in this Indenture, in the Property Management Agreement and in such Mortgage, and is enforceable as such against creditors of and purchasers from such Issuer, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), (iv) the assignment of rents contained in each related Mortgage (or in a separate document, if required by the local jurisdiction) constitutes the legal, valid, binding and enforceable assignment of such Issuer’s rights in each related Mortgage Loan or Lease, as applicable, subject only to exceptions permitted in this Indenture, in the Property Management Agreement and in such Mortgage or separate document and to bankruptcy reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and (v) such Issuer has received all consents and approvals required by the terms of the applicable Collateral to Grant such Collateral included in the Collateral Pool to the Indenture Trustee as provided herein and in the related Mortgages.
 
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(c)             The Issuers have caused the filing of appropriate financing statements with the Secretary of State of the State of Delaware in order to perfect the security interests in the Collateral granted to the Indenture Trustee hereunder, to the extent such security interests may be perfected by such filing.
 
(d)              Other than the lien and security interest Granted to the Indenture Trustee hereunder and under the Mortgages (and as otherwise permitted in the Property Management Agreement or this Indenture) and with respect to the interests of STORE SPE Warehouse, LLC under the Master Loan Agreement, dated as of September 19, 2011, between STORE Master Funding I, as borrower, and STORE SPE Warehouse Funding, LLC, as lender, which such interests have been assigned to the Indenture Trustee pursuant to this Indenture, the Issuers have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral included in the Collateral Pool.  The Issuers have not authorized the filing of and are not aware of any financing statements against any such Issuer that include a description of collateral covering the Collateral other than any financing statements filed in favor of the Indenture Trustee.  The Issuers are not aware of any judgment or tax lien filings against any such Issuer.
 
(e)              The Issuers shall ensure that all cash and investment property at any time owned by the Issuers and held as part of the Collateral Pool is deposited and maintained in the Collection Account, Lockbox Transfer Account, Post-Closing Acquisition Reserve Account, Payment Account, DSCR Reserve Account, Liquidity Reserve Account, Release Account, Hedge Counterparty Accounts or any other account subject to an Account Control Agreement.  Each such account shall be maintained in the name of the Indenture Trustee, and the Issuers shall not consent to the bank or securities intermediary maintaining any such account complying with instructions or entitlement orders of any Person other than the Property Manager in accordance with the Property Management Agreement or the Indenture Trustee.  If any such account is not held at a depository institution that is the same as the Indenture Trustee, the Issuers will cause the bank or securities intermediary maintaining the Collection Account, Release Account, Post-Closing Acquisition Reserve Account, Payment Account, DSCR Reserve Account or any other account held as part of the Collateral Pool, to execute and deliver to the Indenture Trustee an Account Control Agreement with respect to such account.
 
(f)               The Issuers represent and warrant that the Indenture is not required to be qualified under the 1939 Act and that no Issuer is required to be registered as an “investment company” under the 1940 Act.
 
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Section 9.05            Protection of Collateral Pool .
 
The Issuers, and, to the extent directed by the Issuers or the Requisite Global Majority, the Indenture Trustee, will from time to time execute and deliver all such amendments and supplements hereto (subject to Sections 8.01 and 8.02 ) and all such financing statements, continuation statements, instruments of further assurance and other instruments ( provided , however , that the Indenture Trustee will not be obligated to prepare or file any such supplements, statements or other instruments), and will take such other action necessary or advisable to:
 
(a)              Grant more effectively all or any portion of the Collateral Pool;
 
(b)              maintain or preserve the lien (and the priority thereof) of the Mortgages and this Indenture or carry out more effectively the purposes hereof;
 
(c)               perfect, publish notice of, or protect the validity of any Grant made or to be made by or in the Mortgages or this Indenture;
 
(d)              subject to the Property Management Agreement, enforce any of the Mortgage Loans or Leases included in the Collateral Pool; or
 
(e)               preserve and defend title to the Collateral included in the Collateral Pool and the rights of the Indenture Trustee in such Collateral against the claims of all Persons and parties.
 
Each of the Issuers hereby designates the Indenture Trustee, its agent and attorney-in-fact, to execute and deliver any financing statement, continuation statement or other instrument required pursuant to this Section 9.05 ; provided , that, subject to and consistent with Section 5.01 , the Indenture Trustee will not be obligated to prepare or file any such statements or instruments.
 
Section 9.06            Covenants .
 
(a)              For so long as the Notes of any Series are outstanding, no Issuer shall:
 
(i)            cause or permit any Collateral Transfer of a legal or beneficial interest in any Mortgage Loan, Property, Lease or any part thereof or any legal or beneficial interest therein or any other part of the Collateral Pool, except as expressly permitted by this Indenture or the Property Management Agreement;
 
(ii)            dissolve or liquidate in whole or in part, except as provided in Section 9.08 ;
 
(iii)            engage, directly or indirectly, in any business other than that arising out of the issuance of the Notes and the actions contemplated or required to be performed under this Indenture or the Property Management Agreement;
 
(iv)            incur, create or assume any indebtedness for borrowed money other than the Notes or otherwise pursuant to this Indenture or the Property Management Agreement, other than the Revolving Loan Agreement between the Issuers and STORE Capital;
 
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(v)            voluntarily file a petition for bankruptcy or reorganization, make an assignment for the benefit of creditors or commence any similar proceeding;
 
(vi)            change its state of organization, name, identity or organizational status, or otherwise amend its Limited Liability Company Agreement, without notifying the Indenture Trustee of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in such Issuer’s organizational status or any such amendment, without first obtaining the prior written consent of the Indenture Trustee and satisfying the Rating Condition;
 
(vii)          withdraw or direct any party to withdraw any funds from the Lockbox Transfer Account or the Collection Account, other than in accordance with the terms of this Indenture or the Property Management Agreement;
 
(viii)         engage in any business or activity other than as permitted under the related Limited Liability Company Agreement and this Indenture;
 
(ix)            except as contemplated by the Transaction Documents, commingle its funds or assets with those of any other Person and shall not participate in any cash management system with any other Person;
 
(x)            pledge its assets to or for the benefit of any other Person other than with respect to loans secured by the Property or the Mortgage Loans and no such pledge remains outstanding except to the Indenture Trustee, for the benefit of the Noteholders to secure the Notes;
 
(xi)            other than capital contributions and distributions permitted under the terms of its organizational documents, enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;
 
(xii)            indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Notes and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Notes;
 
(xiii)          other than with respect to a pledge or financing under a repurchase transaction of the related Issuer Interests, cause or permit a voluntary or involuntary sale, transfer, exchange, encumbrance, pledge or assignment or any other transfer or disposition of (directly, voluntarily or involuntarily, by operation of law or otherwise, and whether for consideration or of record) any of the ownership interests in such Issuer or the related Issuer Member; or
 
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(xiv)        without the consent the Requisite Global Majority, be, become or hold itself out (or permit itself to be held out) as being liable for the debts or other obligations of any other Person, or hold out its credit (or permit its credit to be held out) as being available to satisfy the obligation of any other Person; except for (A) debts or other obligations secured by the Collateral and assumed in its entirety by such Issuer at the time it acquired the related Collateral, and (B) the Notes.
 
(b)            For so long as the Notes of any Series are outstanding, each Issuer covenants, that:
 
(i)            it shall be organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the related Property and Mortgage Loans, entering into and performing its obligations under the Transaction Documents and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;
 
(ii)             it shall not have any assets other than the Properties and Mortgage Loans, the related Leases and personal property necessary or incidental to its ownership and operation of such Property and Mortgage Loans;
 
(iii)          (A) it shall be structured as a single member, bankruptcy-remote, special purpose Delaware limited liability company consistent with the requirements of each applicable Rating Agency and (B) it shall have at least one Independent Director and an independent “Springing Member” if the Issuer Member is dissolved or is otherwise no longer a member of such Issuer;
 
(iv)            it (A) shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided , however , that any such consolidated financial statement contains a note indicating that its separate assets and credit are not available to pay the debts of such Affiliate and that its liabilities do not  constitute obligations of the consolidated entity;
 
(v)            it shall cause the related Issuer Member to provide the Indenture Trustee with thirty (30) days prior written notice prior to the removal of the Independent Director of such Issuer;
 
(vi)            it shall have a Limited Liability Company Agreement that provides that such Issuer will not take any Material Action without the affirmative vote of an Independent Director of itself;
 
(vii)          it shall maintain an arm’s-length relationship with each of its Affiliates, not enter into any contract or agreement or amendment thereof with any of its Affiliates,  unless the terms are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties, and transact all business with its Affiliates pursuant to enforceable agreements with material terms established at the inception that will not be amendable except with the consent of each of the parties to such agreement;
 
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(viii)         to the extent that any Issuer leases premises from an Affiliate, such Issuer shall pay appropriate, fair and reasonable compensation or rental to the lessor; and
 
(ix)            so long as STORE Capital or an Affiliate of any Issuer is the Property Manager, any legal proceedings to collect rent, principal or interest or other income from the Properties and Mortgage Loans, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, shall be brought only in the name of the related Issuer and at such Issuer’s expense.  So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the applicable Issuer shall execute all Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto.  So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall not bind any Issuer in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Issuer.
 
Section 9.07             Statement as to Compliance .
 
Each Issuer shall deliver to the Indenture Trustee and to each Rating Agency, within one hundred twenty (120) days after the end of each fiscal year commencing with 2018, an Officer’s Certificate of the related Issuer Member on behalf of such Issuer stating that, in the course of the performance by the officer executing such Officer’s Certificate of such officer’s present duties as an officer of such Issuer, such officer would normally obtain knowledge or have made due inquiry of employees of such Issuer and such Issuer’s Affiliates as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer’s knowledge, (a) such Issuer has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been an Event of Default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (b) no Event of Default has occurred and is continuing and no condition or event that would constitute an Event of Default after notice or lapse of time or both has occurred, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof.
 
Section 9.08             Issuers May Consolidate, Etc., Only on Certain Terms .
 
(a)             For so long as the Notes of any Series are outstanding, no Issuer may consolidate or merge with or into any other Person or convey or transfer all or substantially all of the applicable Collateral Pool to any Person (other than as provided in the Transaction Documents) without the consent of the Requisite Global Majority, unless:
 
(i)             the Person (if other than any such Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Collateral Pool (the “ Successor Person ”) shall be a Person organized and existing under the laws of the United States of America or of any State thereof, shall have expressly assumed by written instrument, and executed and delivered such written instrument to the Indenture Trustee, the obligation (to the same extent as such Issuer was so obligated) to make payments of principal, interest and other amounts, as applicable, on all of the applicable Notes and the obligation to perform every covenant of this Indenture on the part of such Issuer to be performed or observed, all as provided herein;
 
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(ii)            at the time of, and immediately after giving effect to, such transaction, no Event of Default shall have occurred and be continuing or Early Amortization Period shall have occurred and be continuing;
 
(iii)            the Indenture Trustee shall have received written confirmation that the Rating Condition is satisfied;
 
(iv)            any such Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that, such consolidation, merger, conveyance or transfer complies with and satisfies all conditions precedent set forth in this Article IX ;
 
(v)            the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate stating that (1) the Successor Person has good and marketable title to the applicable Collateral included in the Collateral Pool, free and clear of any lien, security interest or charge other than the lien and security interest of the related Mortgages and this Indenture and any other lien permitted hereby, and (2) immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in such Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC and a valid, first priority lien (subject to Permitted Encumbrances) in the related Mortgage Loans, Properties and Leases; and
 
(vi)            the Successor Person shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership or trust: such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplement hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of any indenture supplement and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, the Indenture Trustee continues to have a perfected security interest in the applicable Collateral included in the Collateral Pool to the extent a security interest may be created and perfected under Article 9 of the UCC.
 
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(b)             Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Collateral Pool, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, an Issuer under this Indenture with the same effect as if such Successor Person had been named as an Issuer herein. In the event of any such conveyance or transfer of the Collateral Pool permitted by this Section 9.08 , the Person named as an “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article IX and that has thereafter effected such a conveyance or transfer, may be dissolved, wound up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.
 
Section 9.09             Litigation . Each Issuer shall give prompt written notice to the Indenture Trustee of any litigation or governmental proceedings pending against such Issuer which might materially and adversely affect such Issuer’s condition (financial or otherwise) or business or any Property.
 
Section 9.10            Notice of Default . Each Issuer shall promptly advise the Indenture Trustee in writing of any material adverse change in such Issuer’s condition, financial or otherwise not otherwise reported, or of the occurrence of any material Event of Default of which such Issuer has knowledge.
 
Section 9.11             Cooperate in Legal Proceedings .  Each Issuer shall cooperate fully with the Indenture Trustee with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of the Indenture Trustee hereunder or any rights obtained by the Indenture Trustee under any of the other Transaction Documents and, in connection therewith, permit the Indenture Trustee, at its election, to participate in any such proceedings.
 
Section 9.12            Insurance Benefits . Each Issuer shall cooperate with the Indenture Trustee in obtaining for the Indenture Trustee the benefits of any proceeds of the insurance policies lawfully or equitably payable in connection with any applicable Property, subject to the rights of Tenants under the applicable Leases and the terms of the Property Management Agreement, and the Indenture Trustee shall be reimbursed for any expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements) out of such insurance proceeds.
 
Section 9.13            Costs of Enforcement . In the event (a) that any Mortgage encumbering any Property is foreclosed in whole or in part or that any such Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Property in which proceeding the Indenture Trustee is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of any Issuer or related Issuer Member or an assignment by such Issuer or related Issuer Member for the benefit of its creditors, such Issuer, its successors or assigns, shall be chargeable with and agrees to pay all reasonable costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by the Indenture Trustee or such Issuer in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.
 
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Section 9.14             Performance of Issuers’ Duties by the Related Issuer Member . The duties of each Issuer will be performed on behalf of such Issuer by its Board of Managers or the related Issuer Member pursuant to the applicable Limited Liability Company Agreement.
 
Section 9.15            Further Acts, Etc.   Each Issuer will, at such Issuer’s expense, and without expense to the Indenture Trustee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, UCC Financing Statements or continuation statements, transfers and assurances as the Indenture Trustee shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto the Indenture Trustee the property and rights hereby deeded, mortgaged, given, granted, bargained, sold, alienated, offset, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which such Issuer may be or may hereafter become bound to convey or assign to the Indenture Trustee, or for carrying out the intention or facilitating the performance of the terms of this Indenture or for filing, registering or recording this Indenture. Each Issuer will promptly execute and deliver and hereby authorizes the Indenture Trustee to execute in the name of such Issuer or without the signature of such Issuer to the extent the Indenture Trustee may lawfully do so, one or more financing statements or other instruments, to evidence more effectively the security interest of the Indenture Trustee in the Properties or the Mortgage Loans. Upon foreclosure, the appointment of a receiver or any other relevant action, each such Issuer will, at the cost of such Issuer and without expense to the Indenture Trustee, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Properties. Each Issuer grants to the Indenture Trustee an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to the Indenture Trustee at law and in equity, including, without limitation, such rights and remedies available to the Indenture Trustee pursuant to this Section.
 
Section 9.16            Recording of Mortgages, Etc.   Each Issuer forthwith upon the execution and delivery of this Indenture and thereafter, from time to time, will cause the applicable Mortgages, and any security instrument creating a lien or security interest or evidencing the lien thereof upon the related Properties and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest upon, and the interest of the Indenture Trustee in, such Properties.  Each Issuer will pay all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of the applicable Mortgages, any Mortgages supplemental thereto, any security instrument with respect to the related Properties and any instrument of further assurance, and all federal, state, county and municipal, taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such Mortgages, any Mortgages supplemental thereto, any security instrument with respect to such Properties or any instrument of further assurance, except where prohibited by law so to do.  Each Issuer shall hold harmless and indemnify the Indenture Trustee, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making and recording of the applicable Mortgages.
 
Section 9.17            Treatment of the Notes as Debt for Tax Purposes . Each Issuer shall, and shall cause the Indenture Trustee to, treat each Series of Notes as indebtedness for all federal and state income tax purposes upon its issuance for U.S. federal income tax purposes.  Each Issuer, the Indenture Trustee and each Noteholder, by its acceptance of a Note, agrees to treat each Series of Notes as indebtedness for all federal and state income tax purposes and agrees not to take any position on its books or tax returns inconsistent therewith upon its issuance for U.S. federal income tax purposes.
 
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Section 9.18            Payment of Debts . Each Issuer will remain solvent and such Issuer will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due.
 
Section 9.19            Single-Purpose Status . Each Issuer will do all things necessary to observe organizational formalities and preserve its existence, and such Issuer will not, nor will such Issuer permit the applicable Issuer Member to, amend, modify or otherwise change the certificate of formation, limited liability agreement, articles of incorporation and bylaws, operating agreement, certificate of organization, trust or other organizational documents of such Issuer in any manner that would affect the status of such Issuer or Issuer Member as a single-purpose, bankruptcy-remote entity, without (i) the prior written consent of the Requisite Global Majority, in its sole discretion, and (ii) the satisfaction of the Rating Condition.
 
Section 9.20            Separateness of Each Issuer . Each Issuer will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of such Issuer), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks.
 
Section 9.21             Capitalization of the Issuers . Each Issuer shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.
 
Section 9.22            Maintenance of Assets . Each Issuer will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any Affiliate of any constituent party, or any other Person.
 
Section 9.23           Compliance with Representations and Warranties . Each Issuer Member shall be a limited liability company whose sole assets are its interest in the Issuers and such Issuer Member will at all times comply, and will cause the Issuers to comply, with each of the applicable representations, warranties, and covenants contained in this Indenture (including any Series Supplement) as if such representation, warranty or covenant was made directly by such Issuer Member.
 
Section 9.24             Independent Directors . Each Issuer shall at all times cause there to be at least one (1) duly appointed director or one (1) duly appointed manager (an “ Independent Director ”) of such Issuer:
 
(1) who is a natural person;
 
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(2) who shall not have been at the time of such individual’s appointment, and shall not be at any time while serving as a director of such Issuer, and has not been at any time during the preceding five (5) years (i) a shareholder of, or an officer, director (with the exception of serving as the Independent Director of such Issuer), attorney, counsel, partner or employee of, such Issuer or any Affiliate of any of them, (ii) a customer of, or supplier to, such Issuer or any Affiliate thereof, (iii) a Person controlling or under common control with any such shareholder, partner, supplier or customer or (iv) a member of the immediate family of any such shareholder, officer, director, partner, employee, supplier or customer;
 
(3) who has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy; and
 
(4) who has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.
 
As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.
 
Notwithstanding the foregoing:
 
(I) an individual that otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Director of an Issuer if such individual, at or prior to the time of initial appointment, or at any time while serving as an Independent Director of such Issuer :
 
(i) is an Independent Director of a “special purpose entity” affiliated with the related Issuer (for purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve separateness that are substantially similar to those of such Issuer and provided, inter alia, that it: (a) is organized for the limited purpose of owning and operating one or more properties or being an owner of one or more other entities that are so organized; (b) has restrictions on its ability to incur indebtedness, dissolve, liquidate, consolidate, merge and/or sell assets; (c) may not file voluntarily a bankruptcy petition on its own behalf or on behalf of an entity in which it has an ownership interest without the consent of its independent director; and (d) shall conduct itself and cause any entity in which it has an ownership interest to conduct itself in accordance with certain “separateness covenants,” including, but not limited to, the maintenance of its and such entity’s books, records, bank accounts and assets separate from those of any other person or entity);
 
(ii) is employed by a company that provides independent director or manager services to corporations and limited liability companies, which company (either directly or through an affiliated entity) provides corporate registration or other services to such Issuer or any affiliate thereof; and
 
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(II) such Issuer shall be entitled to pay reasonable fees to the Independent Director for his or her services as a director thereof.
 
Section 9.25            Employees . Each Issuer shall pay its own liabilities and expenses, including, without limitation, the salaries of its own employees, if any, out of its own funds and assets and maintain a sufficient number of employees if any are required in light of its contemplated business operations.
 
Section 9.26            Assumptions in Insolvency Opinion . Each Issuer shall conduct its business so that the assumptions made with respect to such Issuer in any Insolvency Opinion shall be true and correct in all respects.  Each Affiliate of the Issuers, if any, with respect to which an assumption is made in a related Insolvency Opinion will comply with all of the assumptions made with respect to it in such Insolvency Opinion.
 
Section 9.27            Performance by the Issuers .
 
(a)              Each Issuer shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all applicable costs, fees and expenses to the extent required under, the Transaction Documents executed and delivered by, or applicable to, such Issuer.
 
(b)              Each Issuer shall in a timely manner observe, perform, enforce and fulfill each and every covenant, term and provision of each Transaction Document executed and delivered by, or applicable to, such Issuer, or recorded instrument affecting or pertaining to the applicable Properties, to the extent the failure to observe or perform the same would materially and adversely affect such Issuer’s interest in such Properties, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Transaction Document executed and delivered by, or applicable to, such Issuer except in accordance with the terms and provisions thereof and hereof.
 
Section 9.28            Use of Proceeds . The Issuers shall use the proceeds of the Notes to (a) repay and discharge, or cause to be repaid and discharged, any existing loans relating to the Properties, (b) pay costs and expenses incurred in connection with the closing of any transaction contemplated by this Indenture, (c) fund any working capital requirements of the Properties, (d) distribute the balance, if any, to their respective partners or equity holders, (e) to acquire Post-Closing Properties as described herein and (f) as may otherwise be provided in the related Series Supplement.
 
Section 9.29            Other Rights, Etc. It is agreed that the risk of loss or damage to any Property is on the Issuers, and the Indenture Trustee shall have no liability whatsoever for decline in value of the Property or for failure to determine whether insurance in force is adequate as to the amount of risks insured.
 
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Section 9.30            Books and Records . The Issuers will maintain all of their respective books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party and file its own tax returns (provided that each such Issuer’s financial statements and tax returns may be prepared on a consolidated basis with other entities provided that such consolidated financial statements and tax returns indicate the separate existence of such Issuer and its assets and liabilities). The Issuers shall maintain their respective books, records, resolutions and agreements as official records.
 
Section 9.31            Overhead Expenses . The Issuers shall allocate fairly and reasonably overhead expenses, if any, that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate.
 
Section 9.32            Embargoed Persons .  Each Issuer has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Notes, (a) none of the funds or other assets of such Issuer constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in such Issuer, with the result that the investment in such Issuer (whether directly or indirectly) is prohibited by law or the Notes are in violation of law; and (c) none of the funds of such Issuer, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in such Issuer (whether directly or indirectly) is prohibited by law or the Notes are in violation of law, or may cause any of the related Properties to be subject to forfeiture or seizure.
 
ARTICLE X
 
COVENANTS REGARDING PROPERTIES
 
Section 10.01          General .
 
The Issuers will be required to maintain and manage, or cause the Property Manager to maintain and manage, each of its related Properties in accordance with the terms and provisions set forth in the Property Management Agreement.
 
Section 10.02          Insurance .
 
The Issuers will be required to maintain, or cause to be maintained, insurance of the types and amounts set forth in the Property Management Agreement.
 
Section 10.03          Mortgage Loans, Leases and Rents .
 
With respect to each Property, the related Issuer (i) shall observe and perform all the obligations imposed upon the Borrower under the related Mortgage Loan or the lessor under the related Lease and shall not do or permit to be done anything to impair materially the value of Mortgage Loan, Property or related Lease as security, (ii) shall promptly send copies to the Indenture Trustee of all notices of event of default which such Issuer shall send or receive under the Mortgage Loans and Leases, (iii) shall notify the Indenture Trustee in writing of any material change in the status of any tenancy at such Property, including, without limitation, the vacating, surrender or going dark of any Tenant, even if such action is expressly permitted by the terms of such Tenant’s Lease, (iv) shall, consistent with the Property Management Agreement, enforce all of the material terms, covenants and conditions contained in the Mortgage Loans upon the part of the Borrower and the Leases upon the part of the Tenant, as applicable, thereunder to be observed or performed (including, without limitation, collecting financial information from each Borrower or Tenant), (v) shall not execute any assignment of the Borrower’s interest in the Mortgage Loan or the Monthly Loan Payments or the lessor’s interest in the Lease or the Monthly Lease Payments except as permitted under the Property Management Agreement, and (vi) shall not consent to any assignment of or subletting under a Lease not in accordance with its terms or as permitted under the Property Management Agreement.  No Issuer shall agree to any material modification of a Mortgage Loan or Lease except in accordance with the terms of the Property Management Agreement.
 
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Section 10.04          Compliance With Laws .
 
With respect to each Property:
 
(a)             The related Issuer shall promptly comply, or cause the Tenants to comply, in all material respects with all federal, state and local laws, orders, ordinances, governmental rules and regulations or court orders affecting such Property, or the use thereof (“ Applicable Laws ”), currently existing or enacted in the future.
  
(b)             The Issuers shall give prompt notice to the Indenture Trustee of the receipt by any such Issuer of any written governmental agency notice related to a violation of any Applicable Laws and of the commencement of any governmental agency proceedings or investigations which relate to compliance with Applicable Laws.
 
(c)              After prior written notice to the Indenture Trustee, the related Issuer, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the Applicable Laws affecting any Property; provided , that (i) no Event of Default has occurred and is continuing under any Mortgage or this Indenture, (ii) such Issuer is not prohibited from doing so under the provisions of any Mortgage Loan or Lease and any other mortgage, deed of trust or deed to secure debt affecting the related Mortgage Property, (iii) such proceeding shall not be prohibited under, and shall be conducted in accordance with, the Property Management Agreement, (iv) none of such Property, any part thereof or interest therein, any of the related Borrowers, the Tenants or occupants thereof, or such Issuer shall be affected in any materially adverse way as a result of such proceeding, (v) non-compliance with the Applicable Laws shall not impose criminal liability on such Issuer or civil or criminal liability on the Indenture Trustee, and (vi) such Issuer shall have furnished to the Indenture Trustee all other items reasonably requested by the Indenture Trustee.
 
Section 10.05          Estoppel Certificates .
 
The Issuers shall deliver or cause to be delivered to the Indenture Trustee, promptly upon request but in no event later than twenty (20) days following such request, duly executed estoppel certificates from any one or more Borrowers or Tenants as required by the Property Management Agreement and the Mortgage Loan or Lease, as applicable, attesting to such facts regarding the Mortgage Loan or Lease, as applicable, as the Property Manager may require in accordance with the Property Management Agreement.
 
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Section 10.06          Other Rights, Etc.
 
It is agreed that the risk of loss or damage to a Property is on the related Issuer, and the Indenture Trustee shall have no liability whatsoever for decline in value of such Property, for failure to maintain insurance policies, or for failure to determine whether insurance in force is adequate as to the amount of risks insured.  Possession by the Indenture Trustee shall not be deemed an election of judicial relief, if any such possession is requested or obtained, with respect to any Mortgage Loan or Property or any other Collateral included in the Collateral Pool and not in the Indenture Trustee’s possession.
 
Section 10.07          Right to Release Any Portion of the Collateral Pool .
 
The Indenture Trustee shall not release any portion of the Collateral Pool except as expressly set forth in the terms and provisions of the Property Management Agreement, the Indenture and the other Transaction Documents and shall release such portion without, as to the remainder of such Collateral, in any way impairing or affecting the lien or priority of this Indenture, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the obligations hereunder shall have been reduced by the actual monetary consideration, if any, received by the Indenture Trustee for such release, and may accept by assignment, pledge or otherwise any other property in place thereof, all in accordance with the terms hereof and of the Property Management Agreement.  This Indenture shall continue as a lien and security interest in the remaining portion of the Collateral Pool to which it applies.
 
Section 10.08          Environmental Covenants .
 
(a)             So long as the Issuers own or are in possession of each Property, the Issuers shall keep or cause each Property to be kept free from Hazardous Substances other than Permitted Materials and in compliance with any and all local, state, federal or other Governmental Authority, statute, ordinance, code, order, decree, law, rule or regulation pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination or clean-up including, without limitation, the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended (“ CERCLA ”), the federal Resource Conservation and Recovery Act, as amended (“ RCRA ”), the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Toxic Substance Control Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended, any state super-lien and environmental statutes and all rules and regulations adopted in respect to the foregoing laws whether presently in force or coming into being and/or effectiveness hereafter (collectively, “ Environmental Laws ”).
 
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(b)             The Issuers shall protect, indemnify, and hold harmless the Indenture Trustee from and against all liabilities, obligations, claims, demands, damages, penalties, causes of action, losses, fines, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements), imposed upon or incurred by or asserted against the Indenture Trustee by reason of (i) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance or Asbestos on, from or affecting any Properties or other real properties owned by an Issuer at any time since the initial formation of such Issuer; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance or Asbestos; (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance or Asbestos; and (iv) any violation of Environmental Laws, including, without limitation, the costs and expenses of any Remedial Work, reasonable attorney and consultant fees and disbursements, investigation and laboratory fees, court costs, and litigation expenses.
  
(c)              The Issuers shall, within six (6) months of each Series Closing Date (or such longer time as may reasonably be required to complete the same with diligent effort by the applicable Issuers, in light of the Legal Requirements and Governmental Authorities involved), deliver evidence reasonably satisfactory to the Property Manager establishing that such Issuers have performed and paid or caused the Tenants or Borrowers, as applicable, to perform and pay for the work set forth in exhibits to the applicable Series Supplement, if any, all in accordance with all Environmental Laws.
 
(d)             The Issuers shall not install Asbestos in any Property and, upon discovery of any Asbestos in any Property, shall, to the extent permitted under the related Lease and at the Issuers’ sole expense, cause an operations and maintenance program to be established with respect to such Asbestos. The Issuers shall in all instances comply with, and ensure compliance by all occupants of each Property with, all applicable federal, state and local laws, ordinances, rules and regulations with respect to Asbestos, and shall keep each Property free and clear of any liens imposed pursuant to such laws, ordinances, rules or regulations. In the event that the Issuers receives any written notice or advice from any governmental agency or any source whatsoever with respect to Asbestos on, affecting or installed on any Property, the Issuers shall promptly notify the Property Manager and the Indenture Trustee. The obligations and liabilities of the Issuers under this Section 10.08(d) shall survive any termination, satisfaction, or assignment of this Indenture and the exercise by the Indenture Trustee of any of its rights or remedies hereunder, including but not limited to, the acquisition of any Property by foreclosure or a conveyance in lieu of foreclosure.
 
Section 10.09         Handicapped Access . (a) The Issuers agree that the Properties shall at all times strictly comply in all material respects to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988 (if applicable), all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively, “ Access Laws ”). The Issuers agree to give prompt notice to the Indenture Trustee of the receipt by any Issuer of any complaints related to material violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws.
 
Section 10.10          Preservation of Title . Subject to any Permitted Encumbrances, the Issuers shall forever warrant, defend and preserve such title and the validity and priority of the lien of any Mortgage and the other Transaction Documents and shall forever warrant and defend the same to the Indenture Trustee against the claims of all Persons whomsoever.
 
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Section 10.11          Maintenance and Use of Properties . The Properties shall be maintained in accordance with the terms of the Leases and the Property Management Agreement.
 
Section 10.12          Access to Properties .  The Issuers shall permit the agents, representatives and employees of the Indenture Trustee to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, subject to the Leases.
 
ARTICLE XI

COSTS
 
Section 11.01         Performance at the Issuers’ Expense .
 
The Issuers acknowledge and confirm that the Indenture Trustee shall impose certain administrative processing fees in connection with the release or substitution of any Mortgage Loan or Property (the occurrence of any of the above shall be called an “ Event ”), which fees are payable to the Indenture Trustee under the Property Management Agreement as an Extraordinary Expense.  The Issuers further acknowledge and confirm that they shall be responsible for the payment of all costs of reappraisal of any Property or any part thereof, whether required by law, regulation or any Governmental Authority.  The Issuers hereby acknowledge and agree to pay, immediately, upon demand, all such fees (as the same may be reasonably increased or decreased from time to time), and any additional fees of a similar type or nature which may reasonably be imposed by the Indenture Trustee from time to time, upon the occurrence of any Event or otherwise, in accordance with the priorities set forth herein and in the Property Management Agreement.  Wherever it is provided for herein that an Issuer pay any costs and expenses, such costs and expenses shall include, but not be limited to, all reasonable legal fees and disbursements of the Indenture Trustee in accordance with the priorities set forth herein.
 
ARTICLE XII

MISCELLANEOUS
 
Section 12.01          Execution Counterparts .
 
This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
Section 12.02           Compliance Certificates and Opinions, Etc.
 
Upon any application or request by an Issuer to the Indenture Trustee to take any action under any provision of this Indenture, such Issuer shall furnish to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.
 
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Section 12.03          Form of Documents Delivered to Indenture Trustee .
 
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
 
Any certificate or opinion of an Authorized Officer of an Issuer or Issuer Member may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of an Issuer  or Issuer Member stating that the information with respect to such factual matters is in the possession of such Issuer or Issuer Member, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
 
Whenever this Indenture requires that a document or instrument (other than any Note) be delivered in substantially the form attached hereto as an exhibit, modifications and additions to and deletions from any such exhibit reflected in such document or instrument as delivered hereunder shall not impair the validity or acceptability of such document or instrument (nor shall any Person be entitled to reject such document or instrument as a result thereof) to the extent that such modifications, additions or deletions are approved by the Issuers and are made in a manner consistent with applicable law (including changes thereto).
 
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
 
Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that any Person shall deliver any document as a condition of the granting of such application, or as evidence of such Person’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of such Person to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article V .
 
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Section 12.04          No Oral Change .
 
This Indenture, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any Issuer, Issuer Member or the Indenture Trustee, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought and otherwise in accordance herewith.
 
Section 12.05         Acts of Noteholders .
 
(a)              Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders of any Class of any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the applicable Issuers.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” or “ Acts ” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01 ) conclusive in favor of the Indenture Trustee and the Issuers if made in the manner provided in this Section 12.05 .  With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder.
 
(b)               The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.
 
(c)               The Series, Class, Outstanding Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.
 
(d)             Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other act of any Noteholder shall bind every future Noteholder of the same Note and the Noteholder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the applicable Issuers in reliance thereon, whether or not notation of such action is made upon such Note.
 
Section 12.06          Computation of Percentage of Noteholders .
 
Unless otherwise specified herein, whenever this Indenture states that any action may be taken by a specified percentage of the Noteholders or the Noteholders of any Class, such statement shall mean that such action may be taken by the Noteholders of such specified percentage of the Aggregate Series Principal Balance or of such Class of Notes, respectively.
 
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Section 12.07          Notice to the Indenture Trustee, the Issuers and Certain Other Persons .
 
Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of any Issuer to STORE Master Funding I, LLC, 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona, 85255, Attention: Secretary or to such other address as provided in the applicable Series Supplement, as applicable; (ii) in the case of the Indenture Trustee, Citibank, N.A., 388 Greenwich Street, New York, New York 10013, Attention: Citibank Agency & Trust—STORE Master Funding, email: james.polcari@citi.com or call (888) 855-9695 to obtain Citibank, N.A. account manager’s email address; and (iii) with respect to any applicable Series, in the case of any Series Enhancer or Rating Agency, the address of such Series Enhancer or Rating Agency as provided in the applicable Series Supplement, or, as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.
 
Section 12.08          Notices to Noteholders; Notification Requirements and Waiver .
 
Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given if in writing and delivered by courier or mailed by first class mail, postage prepaid to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is delivered or mailed in the manner herein provided shall conclusively be presumed to have been duly given.
 
Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.
 
In case, by reason of the suspension of regular courier and mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.
 
Where this Indenture provides for notice to the Rating Agencies, failure to give any such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a default or Event of Default.
 
Section 12.09          Successors and Assigns .
 
All covenants and agreements in this Indenture by the Issuers shall bind their successors and permitted assigns, whether so expressed or not.
 
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Section 12.10          Interest Charges; Waivers .
 
This Indenture is subject to the express condition that at no time shall any Issuer be obligated or required to pay interest hereunder at a rate which could subject the Indenture Trustee to either civil or criminal liability as a result of being in excess of the maximum interest rate which such Issuer is permitted by applicable law to contract or agree to pay.  If by the terms of this Indenture, any Issuer is at any time required or obligated to pay interest hereunder at a rate in excess of such maximum rate, such rate shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.
 
The Issuers expressly waive presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Indenture, except for notices expressly provided for in this Indenture, the Mortgages or the Notes.
 
Section 12.11           Severability Clause .
 
In case any provision of this Indenture or of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in any way be affected or impaired thereby.
 
Section 12.12          Governing Law .
 
(a)             THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
 
(b)             Any action or proceeding against any of the parties hereto relating in any way to this Indenture or any Note or the Collateral included in the Collateral Pool may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and each of the Issuers irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding.  The Issuers hereby waive, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.  As long as any of the Notes remain Outstanding, service of process upon any Issuer shall, to the fullest extent permitted by law, be deemed in every respect effective service in any such legal action or proceeding.
 
Section 12.13          Effect of Headings and Table of Contents .
 
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
 
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Section 12.14          Benefits of Indenture .
 
Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders, the Series Enhancers, the Property Manager, the Special Servicer, the Back-Up Manager and any other party secured hereunder or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture.
 
Section 12.15          Trust Obligation .
 
No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuers on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any Issuer, any Issuer Member, the Indenture Trustee, the Collateral Agent, the Property Manager, the Back-Up Manager or the Special Servicer, each in its individual capacity, (ii) any owner of a beneficial interest in an Issuer or Issuer Member or (iii) any partner, owner, beneficiary, agent, officer, director, employee, agent or Control Person of an Issuer, an Issuer Member, the Indenture Trustee, the Collateral Agent, the Property Manager, the Back-Up Manager or the Special Servicer in its individual capacity, any holder of a beneficial interest in an Issuer or of any successor or assignee of an Issuer, an Issuer Member, the Indenture Trustee, the Collateral Agent, the Property Manager, the Back-Up Manager or the Special Servicer, each in its individual capacity, except as any such Person may have expressly agreed (it being understood that none of any Issuer Member, the Indenture Trustee, the Collateral Agent, the Property Manager, the Back-Up Manager or the Special Servicer has any such obligations in its individual capacity).
 
Section 12.16          Inspection .
 
Each Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during such Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of such Issuer, to make copies and extracts therefrom and to discuss such Issuer’s affairs, finances and accounts relating to such Issuer with the officers of STORE Capital on behalf of such Issuer and such Issuer’s employees and independent public accounting firm, all at such reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.
 
Section 12.17          Method of Payment .
 
Except as otherwise provided in Section 2.11(b) , all amounts payable or to be remitted pursuant to this Indenture shall be paid or remitted or caused to be paid or remitted in immediately available funds by wire transfer to an account specified in writing by the recipient thereof.
 
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Section 12.18          Limitation on Liability of the Issuers and Issuer Member .
 
None of the Issuers, Issuer Member, or any of the directors, managers, officers, employees, agents or Control Persons of any Issuer or Issuer Member, shall be under any liability to the Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Indenture, or for errors in judgment.  The Issuers, Issuer Member and any director, manager, officer, employee or agent of any Issuer or Issuer Member, may rely in good faith on any document of any kind which, prima facie , is properly executed and submitted by any Person respecting any matters arising hereunder.  No Issuer or Issuer Member shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Indenture and which in its opinion does not involve it in any expenses or liability; provided , however , that any such Issuer or Issuer Member may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Indenture and the rights and duties of the parties hereto and the interests of the Noteholders hereunder.
 
Section 12.19          Acquisition of Post-Closing Properties and the Post-Closing Acquisition Reserve Account .
 
(a)             The Indenture Trustee shall establish and maintain a non-interest bearing, segregated account in the name of the Indenture Trustee at Citibank, N.A. for the deposit and retention of designated proceeds from the sale of the Notes for the purpose of purchasing Post-Closing Properties (the “ Post-Closing Acquisition Reserve Account ”).  On each Series Closing Date, the Indenture Trustee will deposit or cause to be deposited into the Post-Closing Acquisition Reserve Account the related Post-Closing Acquisition Reserve Amount. The Post-Closing Acquisition Reserve Account will constitute an “Eligible Account” within the meaning of the Indenture.  The funds held in the Post-Closing Acquisition Reserve Account may be held as cash.  In accordance with the terms of this Indenture, the Indenture Trustee shall have exclusive control and sole right of withdrawal with respect to the Post-Closing Acquisition Reserve Account. Funds in the Post-Closing Acquisition Reserve Account shall not be commingled with any other moneys.
 
(b)             No later than one (1) Business Day prior to a proposed Post-Closing Acquisition Date, the Issuers shall provide written notice in the form of Exhibit G-4 attached hereto (“ Post-Closing Acquisition Notice ”) to the Indenture Trustee, with a copy to the Property Manager and the Custodian, of the Issuers’ intent to acquire one or more Post-Closing Properties. Such notice shall include the following with respect to each such Post-Closing Property: (i) the proposed Post-Closing Acquisition Date; (ii) the expected purchase price; (iii) the requested Post-Closing Acquisition Remittance Amount; (iv) wire instructions for the account of the related Issuer or its designee into which the Indenture Trustee shall deposit the Post-Closing Acquisition Remittance Amount; and (v) all of the information contained in the Owned Property Schedule.  Subject to the satisfaction of the Post-Closing Acquisition Conditions, on each Post-Closing Acquisition Date, the Indenture Trustee shall transfer to the account designated by the Issuer in the related Post-Closing Acquisition Notice, from the Post-Closing Acquisition Reserve Account, the Post-Closing Acquisition Remittance Amount.
 
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(c)             If (A) a Responsible Officer of the Indenture Trustee obtains actual knowledge (either through notice or otherwise) of the occurrence of an Early Amortization Period, the Indenture Trustee shall deposit all amounts on deposit in the Post-Closing Acquisition Reserve Account into the Collection Account as Unscheduled Proceeds to be paid as Unscheduled Principal Payments on the following Payment Date or (B) with respect to any Series of Notes, any portion of the related Post-Closing Acquisition Reserve Amount remains on deposit in the Post-Closing Acquisition Reserve Account as of the related Post-Closing Acquisition Deadline, the Indenture Trustee shall add such amount to the Series Available Amount for the related Series of Notes and such amount shall be applied as an Unscheduled Principal Payment in accordance with the Priority of Payments for the related Series of Notes (any such amounts set forth in clauses (A) and (B) above, the “ Post-Closing Acquisition Unused Proceeds ”).
 
Section 12.20         Addition of Properties to Master Leases .
 
From time to time after the Series Closing Date, on any Business Day upon which the Master Lease Conditions are satisfied, any Issuer may acquire one or more Additional Master Lease Properties from a Tenant under a Lease or Master Lease that is already included in the Collateral Pool.
 
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.
 
 
STORE MASTER FUNDING I, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING II, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING III, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
STORE MASTER FUNDING IV, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING V, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel

Sixth Amended and Restated Master Indenture (STORE 2018-1)
 
STORE MASTER FUNDING VI, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
       
 
STORE MASTER FUNDING VII, LLC, a Delaware limited liability company, as an Issuer
       
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel

Sixth Amended and Restated Master Indenture (STORE 2018-1)
 
CITIBANK, N.A., not in its individual capacity, but solely in its capacity as Indenture Trustee
 
       
 
By:
   
 
Name:
   
 
Title:
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared __________________________________ and acknowledged himself to me to be the __________________________ of Store Master Funding I, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.

 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding II, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
         
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding III, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
        
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding IV, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
          
 
Notary Public
 
     
NOTARIAL SEAL
   
 
Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding V, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
         
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding VI, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
        
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of STORE Master Funding VII, LLC, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
          
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
STATE OF
 
)
 
 
 
 
) 
ss.:
 
COUNTY OF
 
)
 
 

On this ___ day of __________ 2018, before me, the undersigned officer, personally appeared ______________________________, and acknowledged himself to me to be a ____________________________ of Citibank, N.A, and that as such officer, being duly authorized to do so pursuant to such entity’s by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by him as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said entity.
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
          
 
Notary Public
 
     
NOTARIAL SEAL
   

Sixth Amended and Restated Master Indenture (STORE 2018-1)
EXHIBIT A-1

FORM OF RESTRICTED GLOBAL NET-LEASE MORTGAGE NOTE

144A NOTE

SERIES [__], CLASS [__] NOTE

Note Rate: [___]%
Aggregate Series Principal Balance as of the Series Closing Date:  $[_________]
   
Post-ARD Additional Interest Rate: [___]%
Outstanding Principal Balance of the Class [__] Notes as of the Series Closing Date: $[_____]
   
 
Initial Principal Balance of this Class [__] Note:  $[_________]
   
Series Closing Date:  [_____], 20[__]
CUSIP No. ___________
   
First Payment Date: [_____], 20[__]
ISIN No. _____________
   
Issuer(s):  [STORE]
Property Manager and Special Servicer:
[_______________]
   
Indenture Trustee:
Citibank, N.A.
Rated Final Payment Date:  [____________]
   
Note No.  __
 

A-1-1
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE INDENTURE TRUSTEE, THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR DISTRIBUTION, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND.  EXCEPT WITH RESPECT TO THE INITIAL TRANSFER OF A BENEFICIAL INTEREST IN THIS NOTE BY ANY ISSUER OR THE INITIAL PURCHASERS TO AN AFFILIATE OF ANY ISSUER, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, AND EACH PERSON WHO ACQUIRES A BENEFICIAL INTEREST IN THIS NOTE, BY ITS ACCEPTANCE OF SUCH INTEREST, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT (A) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE SELLER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE INDENTURE TRUSTEE MAY REASONABLY REQUIRE; OR (B) OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” TO NON-US PERSONS IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

A-1-2
THE HOLDER HEREOF, BY ACCEPTING THIS NOTE, AND EACH BENEFICIAL OWNER BY PURCHASING OR OTHERWISE ACQUIRING A BENEFICIAL INTEREST IN THIS NOTE, EACH AGREES TO TREAT THIS NOTE AND SUCH BENEFICIAL INTEREST FOR PURPOSES OF UNITED STATES FEDERAL, STATE AND LOCAL INCOME OR FRANCHISE TAXES AND ANY OTHER TAXES IMPOSED ON OR MEASURED BY INCOME, AS INDEBTEDNESS AND TO REPORT THIS NOTE AND SUCH BENEFICIAL INTEREST ON ALL APPLICABLE TAX RETURNS IN A MANNER CONSISTENT WITH SUCH TREATMENT.

[CERTAIN PAYMENTS WITH RESPECT TO THIS NOTE WILL BE SUBORDINATE TO PAYMENTS WITH RESPECT TO THE CLASS [__] NOTES AS AND TO THE EXTENT DESCRIBED IN THE INDENTURE.] 1

REDUCTIONS OF THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE NOTES ARE SOLELY OBLIGATIONS OF THE ISSUERS AND DO NOT REPRESENT OBLIGATIONS OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, THE INDENTURE TRUSTEE, THE PROPERTY MANAGER, THE SUPPORT PROVIDER, THE SPECIAL SERVICER, THE BACK-UP MANAGER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.  EACH NOTE IS ONE OF A SERIES OF NOTES, ALL OF WHICH ARE PAYABLE SOLELY FROM THE PROCEEDS OF THE COLLATERAL POOL.  ADDITIONAL SERIES OF NOTES SECURED PRO RATA BY THE COLLATERAL POOL MAY ALSO BE ISSUED IN THE FUTURE.  PROSPECTIVE INVESTORS SHOULD MAKE AN INVESTMENT DECISION BASED UPON AN ANALYSIS OF THE SUFFICIENCY OF THE COLLATERAL POOL.

1
Include only in subordinate Classes of Notes, if any.

A-1-3
The Issuers, each a Delaware limited liability company, for value received, hereby promise to pay to Cede & Co. or its registered assigns, upon presentation and surrender of this Note (this “ Note ”), the principal sum of up to [___________________________] United States dollars ($[____________]) on the Rated Final Payment Date referred to above, together with interest hereon from time to time in the amounts and at the times specified in the Indenture referred to below.

This Note is one of a series of Net-Lease Mortgage Notes (collectively, the “ Notes ”) issued by the Issuers (each, a “ Class ”) pursuant to a Sixth Amended and Restated Master Indenture, dated on or about October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC as an issuer (“ STORE Master Funding I ”), STORE Master Funding II, LLC as an issuer (“ STORE Master Funding II ”), STORE Master Funding III, LLC as an issuer (“ STORE Master Funding III ”), STORE Master Funding IV, LLC as an issuer (“ STORE Master Funding IV ”), STORE Master Funding V, LLC as an issuer (“ STORE Master Funding V ”), STORE Master Funding VI, LLC as an issuer (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC as an issuer (“ STORE Master Funding VII ”, and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 2012-1 Supplement (the “ Series 2012-1 Supplement ”), dated as of August 23, 2012, between STORE Master Funding I and the Indenture Trustee, as further supplemented by the Series 2013-1 Supplement (the “ Series 2013-1 Supplement ”), dated as of March 27, 2013, among STORE Master Funding I, STORE Master Funding II and the Indenture Trustee, as further supplemented by the Series 2013-2 Supplement (the “ Series 2013-2 Supplement ”), dated as of July 25, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III and the Indenture Trustee, as further supplemented by the Series 2013-3 Supplement (the “ Series 2013-3 Supplement ”), dated as of December 3, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV and the Indenture Trustee, as further supplemented by the Series 2014-1 Supplement (the “ Series 2014-1 Supplement ”), dated as of May 6, 2014, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and the Indenture Trustee, as further supplemented by the Series 2015-1 Supplement (the “ Series 2015-1 Supplement ”), dated as of April 16, 2015, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI and the Indenture Trustee, as further supplemented by the Series 2016-1 Supplement (the “ Series 2016-1 Supplement ”), dated as of October 18, 2016, among the Issuers and the Indenture Trustee and as further supplemented by the Series 2018-1 Supplement (the “ Series 2018-1 Supplement ” together with the Master Indenture, the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the Series 2014-1 Supplement, the Series 2015-1 Supplement, the Series 2016-1 Supplement and any other supplements to the Master Indenture (each, as may be amended from time to time, a “ Supplement ”), the “ Indenture ”), dated as of October 22, 2018, among the Issuers and the Indenture Trustee, and will be payable solely from the assets of the Issuers (individually, the “ Collateral ” and, collectively, the “ Collateral Pool ”).  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Note by virtue of the acceptance hereof assents and by which such Holder is bound.

A-1-4
Pursuant to the terms of the Indenture, payments of any interest, principal and other amounts payable on this Note shall be made on the Class of Notes to which this Note belongs, pro rata among the Notes of such Class based on their respective Outstanding Principal Balance, on the twentieth (20th) day of each calendar month or, if any such day is not a Business Day, then on the next succeeding Business Day (each, a “ Payment Date ”), commencing on the first Payment Date specified above, to the Person in whose name this Note is registered at the close of business on the related Record Date.  All payments made under the Indenture on this Note will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided the Indenture Trustee with wiring instructions prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of such Noteholder as it appears in the Note Register as of the related Record Date.  Notwithstanding the foregoing, the final payment on this Note on the Final Payment Date will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment.  Notwithstanding anything herein to the contrary, no payments will be made with respect to a Note that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence.

The Notes are limited in right of payment to certain distributions on the Mortgage Loans, Properties and Leases and the other Collateral included in the Collateral Pool, all as more specifically set forth herein and in the Indenture.

Any payment to the Holder of this Note in reduction of the Outstanding Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

The Class of Notes to which this Note belongs are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for new Notes of the same Class in authorized denominations of a like Percentage Interest, as requested by the Holder surrendering the same.

No transfer of this Note or any interest herein may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  No person is obligated to register or qualify any of the Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.

A-1-5
If this Note or any Class of Notes is directly or indirectly owned by a Person such that such Note or Class of Notes is not properly treated as issued and outstanding for U.S. federal income tax purposes (a “ Transfer-Restricted Note ”), then such Transfer-Restricted Note may be sold or transferred to any Person if (a) the Note Registrar has received on the date of such sale or transfer an opinion of nationally recognized tax counsel knowledgeable in the tax aspects of securitization to the effect that at the time of such sale or transfer (1) such Transfer-Restricted Note is treated as indebtedness for federal income tax purposes and (2) such sale or transfer does not cause any Issuer to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation for federal income tax purposes, or (b) (1) the sum of the number of beneficial owners of the Transfer-Restricted Notes and the equity interests of all Issuers does not exceed the 95-Person Limit for U.S. federal income tax purposes after the proposed sale or transfer, (2) the Transfer-Restricted Notes are in physical form and (3) the Note Transfer Restrictions, as defined in the Indenture, shall have been complied with.

Each transferee of a Note or an Ownership Interest therein will be deemed to have represented, warranted and agreed that either (i) such transferee is not, and is not purchasing such Note on behalf of, as a fiduciary of, as trustee of, or with the assets of, a Plan or (ii)(A) such Note is rated investment grade or better as of the date of the purchase, (B) such transferee acknowledges that it cannot acquire such Note unless it is properly treated as indebtedness without substantial equity features for purposes of Department of Labor Regulations, as modified by ERISA, and agrees to so treat such Note and (C) such transferee’s acquisition and continued holding of such Note or Ownership Interest therein will not constitute or give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code (or a violation of any law substantially similar to Section 4975 of the Code or Section 406 of ERISA).

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class in authorized denominations evidencing the same Aggregate Series Principal Balance will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

The Issuers, the Indenture Trustee, the Note Registrar and any agent thereof may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuers, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

The Indenture, the Property Management Agreement and the Notes are subject to amendment, including by supplemental indenture, from time to time in accordance with the terms thereof, including in circumstances which do not require the consent of any or all Noteholders.

A-1-6
Unless the certificate of authentication hereon has been executed by the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Collateral Pool (to the extent of its rights therein) for payments hereunder.

The Indenture Trustee makes no representation as to the validity or sufficiency of this Note (other than as to its signature set forth hereon below).

This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws principles).

A-1-7
IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed by the Issuers.

Dated: [__________]

 
[STORE]
   
 
By:
 
   
Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class [____] Notes referred to in the within-mentioned Indenture.

 
CITIBANK, N.A.,
 
not in its individual capacity, but solely in its capacity as Indenture Trustee
     
 
By:
 
   
Authorized Signatory

A-1-8
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 
 
(please print or typewrite name and address including postal zip code of assignee)

the within Net-Lease Mortgage Note and hereby authorize(s) the registration of transfer of such Note to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Net-Lease Mortgage Note of a like Outstanding Principal Balance and Class to the above named assignee and deliver such Note to the following address:
  
  
  
Dated:
 

   
 
Signature by or on behalf of Assignor
   
 
Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to                                                                                      for the account of                                                                                               .                                                                                                          Payments made by check (such check to be made payable to                                                                                                      ) and all applicable statements and notices should be mailed to                                                                                                     .

This information is provided by ____________________________, the Assignee named above, or _______________________________________, as its agent.

A-1-9
EXHIBIT A-2

FORM OF REGULATION S GLOBAL NET-LEASE MORTGAGE NOTE

[TEMPORARY] [PERMANENT] REGULATION S GLOBAL NOTE

SERIES [__], CLASS [__] NOTE

Note Rate: [___]%
Aggregate Series Principal Balance as of the Series Closing Date:  $[_________]
   
Post-ARD Additional Interest Rate: [___]%
Outstanding Principal Balance of the Class [__] Notes as of the Series Closing Date: $[_____]
   
 
Initial Principal Balance of this Class [__] Note:  $[_________]
   
 
CUSIP No. ___________
   
Series Closing Date:  [_____], 20[__]
ISIN No. _____________
   
First Payment Date: [____], 20[__]
Property Manager and Special Servicer:
   
Issuer(s):  [STORE]
Rated Final Payment Date:  [____________]
   
Indenture Trustee:
Citibank, N.A.
 
   
Note No.  __
 

A-2-1
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE INDENTURE TRUSTEE, THE NOTE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR DISTRIBUTION, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND.  EXCEPT WITH RESPECT TO THE INITIAL TRANSFER OF A BENEFICIAL INTEREST IN THIS NOTE BY ANY ISSUER OR THE INITIAL PURCHASERS TO AN AFFILIATE OF ANY ISSUER, THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, AND EACH PERSON WHO ACQUIRES A BENEFICIAL INTEREST IN THIS NOTE, BY ITS ACCEPTANCE OF SUCH INTEREST, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT (A) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE SELLER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE INDENTURE TRUSTEE MAY REASONABLY REQUIRE; OR (B) OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” TO NON-US PERSONS IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

[THIS NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT, WHICH IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE INDENTURE.]

A-2-2
THE HOLDER HEREOF, BY ACCEPTING THIS NOTE, AND EACH BENEFICIAL OWNER BY PURCHASING OR OTHERWISE ACQUIRING A BENEFICIAL INTEREST IN THIS NOTE, EACH AGREES TO TREAT THIS NOTE AND SUCH BENEFICIAL INTEREST FOR PURPOSES OF UNITED STATES FEDERAL, STATE AND LOCAL INCOME OR FRANCHISE TAXES AND ANY OTHER TAXES IMPOSED ON OR MEASURED BY INCOME, AS INDEBTEDNESS AND TO REPORT THIS NOTE AND SUCH BENEFICIAL INTEREST ON ALL APPLICABLE TAX RETURNS IN A MANNER CONSISTENT WITH SUCH TREATMENT.

[CERTAIN PAYMENTS WITH RESPECT TO THIS NOTE WILL BE SUBORDINATE TO PAYMENTS WITH RESPECT TO THE CLASS [__] NOTES AS AND TO THE EXTENT DESCRIBED IN THE INDENTURE.] 1

REDUCTIONS OF THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE NOTES ARE SOLELY OBLIGATIONS OF THE ISSUERS AND DO NOT REPRESENT OBLIGATIONS OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, THE INDENTURE TRUSTEE, THE PROPERTY MANAGER, THE SUPPORT PROVIDER, THE SPECIAL SERVICER, THE BACK-UP MANAGER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.  EACH NOTE IS ONE OF A SERIES OF NOTES, ALL OF WHICH ARE PAYABLE SOLELY FROM THE PROCEEDS OF THE COLLATERAL POOL.  ADDITIONAL SERIES OF NOTES SECURED PRO RATA BY THE COLLATERAL POOL MAY ALSO BE ISSUED IN THE FUTURE.  PROSPECTIVE INVESTORS SHOULD MAKE AN INVESTMENT DECISION BASED UPON AN ANALYSIS OF THE SUFFICIENCY OF THE COLLATERAL POOL.

1
Include only in subordinate Classes of Notes, if any.

A-2-3
The Issuers, each a Delaware limited liability company, for value received, hereby promise to pay to Cede & Co. or its registered assigns, upon presentation and surrender of this Note (this “ Note ”), the principal sum of up to [___________________________] United States dollars ($[____________]) on the Rated Final Payment Date referred to above, together with interest hereon from time to time in the amounts and at the times specified in the Indenture referred to below.

This Note is one of a series of Net-Lease Mortgage Notes (collectively, the “ Notes ”) issued by the Issuers (each, a “ Class ”) pursuant to a Sixth Amended and Restated Master Indenture, dated on or about October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC as an issuer (“ STORE Master Funding I ”), STORE Master Funding II, LLC as an issuer (“ STORE Master Funding II ”), STORE Master Funding III, LLC as an issuer (“ STORE Master Funding III ”), STORE Master Funding IV, LLC as an issuer (“ STORE Master Funding IV ”), STORE Master Funding V, LLC as an issuer (“ STORE Master Funding V ”), STORE Master Funding VI, LLC as an issuer (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC as an issuer (“ STORE Master Funding VII ”, and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 2012-1 Supplement (the “ Series 2012-1 Supplement ”), dated as of August 23, 2012, between STORE Master Funding I and the Indenture Trustee, as further supplemented by the Series 2013-1 Supplement (the “ Series 2013-1 Supplement ”), dated as of March 27, 2013, among STORE Master Funding I, STORE Master Funding II and the Indenture Trustee, as further supplemented by the Series 2013-2 Supplement (the “ Series 2013-2 Supplement ”), dated as of July 25, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III and the Indenture Trustee, as further supplemented by the Series 2013-3 Supplement (the “ Series 2013-3 Supplement ”), dated as of December 3, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV and the Indenture Trustee, as further supplemented by the Series 2014-1 Supplement (the “ Series 2014-1 Supplement ”), dated as of May 6, 2014, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and the Indenture Trustee, as further supplemented by the Series 2015-1 Supplement (the “ Series 2015-1 Supplement ”), dated as of April 16, 2015, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI and the Indenture Trustee, as further supplemented by the Series 2016-1 Supplement (the “ Series 2016-1 Supplement ”), dated as of October 18, 2016, among the Issuers and the Indenture Trustee and as further supplemented by the Series 2018-1 Supplement (the “ Series 2018-1 Supplement ” together with the Master Indenture, the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the Series 2014-1 Supplement, the Series 2015-1 Supplement, the Series 2016-1 Supplement and any other supplements to the Master Indenture (each, as may be amended from time to time, a “ Supplement ”), the “ Indenture ”), dated as of October 22, 2018, among the Issuers and the Indenture Trustee, and will be payable solely from the assets of the Issuers (individually, the “ Collateral ” and, collectively, the “ Collateral Pool ”).  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Note by virtue of the acceptance hereof assents and by which such Holder is bound.

A-2-4
Pursuant to the terms of the Indenture, payments of any interest, principal and other amounts payable on this Note shall be made on the Class of Notes to which this Note belongs, pro rata among the Notes of such Class based on their respective Outstanding Principal Balance, on the twentieth (20th) day of each calendar month or, if any such day is not a Business Day, then on the next succeeding Business Day (each, a “ Payment Date ”), commencing on the first Payment Date specified above, to the Person in whose name this Note is registered at the close of business on the related Record Date.  All payments made under the Indenture on this Note will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided the Indenture Trustee with wiring instructions prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of such Noteholder as it appears in the Note Register as of the related Record Date.  Notwithstanding the foregoing, the final payment on this Note on the Final Payment Date will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment.  Notwithstanding anything herein to the contrary, no payments will be made with respect to a Note that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence.

The Notes are limited in right of payment to certain distributions on the Mortgage Loans, Properties and Leases and the other Collateral included in the Collateral Pool, all as more specifically set forth herein and in the Indenture.

Any payment to the Holder of this Note in reduction of the Outstanding Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

The Class of Notes to which this Note belongs are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for new Notes of the same Class in authorized denominations of a like Percentage Interest, as requested by the Holder surrendering the same.

No transfer of this Note or any interest herein may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  No person is obligated to register or qualify any of the Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.

A-2-5
If this Note or any Class of Notes is directly or indirectly owned by a Person such that such Note or Class of Notes is not properly treated as issued and outstanding for U.S. federal income tax purposes (a “ Transfer-Restricted Note ”), then such Transfer-Restricted Note may be sold or transferred to any Person if (a) the Note Registrar has received on the date of such sale or transfer an opinion of nationally recognized tax counsel knowledgeable in the tax aspects of securitization to the effect that at the time of such sale or transfer (1) such Transfer-Restricted Note is treated as indebtedness for federal income tax purposes and (2) such sale or transfer does not cause any Issuer to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation for federal income tax purposes, or (b) (1) the sum of the number of beneficial owners of the Transfer-Restricted Notes and the equity interests of all Issuers does not exceed the 95-Person Limit for U.S. federal income tax purposes after the proposed sale or transfer, (2) the Transfer-Restricted Notes are in physical form and (3) the Note Transfer Restrictions, as defined in the Indenture, shall have been complied with.

Each transferee of a Note or an Ownership Interest therein will be deemed to have represented, warranted and agreed that either (i) such transferee is not, and is not purchasing such Note on behalf of, as a fiduciary of, as trustee of, or with the assets of, a Plan or (ii)(A) such Note is rated investment grade or better as of the date of the purchase, (B) such transferee acknowledges that it cannot acquire such Note unless it is properly treated as indebtedness without substantial equity features for purposes of Department of Labor Regulations, as modified by ERISA, and agrees to so treat such Note and (C) such transferee’s acquisition and continued holding of such Note or Ownership Interest therein will not constitute or give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code (or a violation of any law substantially similar to Section 4975 of the Code or Section 406 of ERISA).

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class in authorized denominations evidencing the same Aggregate Series Principal Balance will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

[After such time as the Restricted Period shall have terminated, and subject to the receipt by the Indenture Trustee of a certificate substantially in the form of Exhibit D-4 to the Indenture, beneficial interests in this Note may be exchanged for an equal aggregate principal amount of beneficial interest in the Permanent Regulation S Global Note.  Upon any exchange of any beneficial interest in this Note for a beneficial interest in the Permanent Regulation S Global Note, (i) this Note shall be endorsed by the Indenture Trustee to reflect the reduction of the principal amount evidenced hereby, whereupon the principal amount of this Note shall be reduced for all purposes by the amount so exchanged and endorsed and (ii) the Permanent Regulation S Global Note shall be endorsed by the Indenture Trustee to reflect the increase of the principal amount evidenced thereby, whereupon the principal amount of the Permanent Regulation S Global Note shall be increased for all purposes by the amount so exchanged and endorsed.]

A-2-6
The Issuers, the Indenture Trustee, the Note Registrar and any agent thereof may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuers, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

The Indenture, the Property Management Agreement and the Notes are subject to amendment, including by supplemental indenture, from time to time in accordance with the terms thereof, including in circumstances which do not require the consent of any or all Noteholders.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Collateral Pool (to the extent of its rights therein) for payments hereunder.

The Indenture Trustee makes no representation as to the validity or sufficiency of this Note (other than as to its signature set forth hereon below).

This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws principles).

A-2-7
IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed by the Issuers.

Dated: [__________]

 
[STORE]
   
 
By:
 
   
Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class [____] Notes referred to in the within-mentioned Indenture.

 
CITIBANK, N.A., not in its individual capacity, but solely in its capacity as Indenture Trustee
    
 
By:
   
   
Authorized Signatory

A-2-8
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 
 
(please print or typewrite name and address including postal zip code of assignee)

the within Net-Lease Mortgage Note and hereby authorize(s) the registration of transfer of such Note to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Net-Lease Mortgage Note of a like Outstanding Principal Balance and Class to the above named assignee and deliver such Note to the following address:
 
 
 
Dated:
 
 
   
 
Signature by or on behalf of Assignor
   
 
Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to                                                                                        for the account of                                                                                           .                                                                                                                                                              Payments made by check (such check to be made payable to                                                    ) and all applicable statements and notices should be mailed to                                      .

This information is provided by                                               , the Assignee named above, or                                                                       , as its agent.

A-2-9
EXHIBIT A-3

FORM OF DEFINITIVE NET-LEASE MORTGAGE NOTE

DEFINITIVE NOTE

SERIES [__], CLASS [__] NOTE

Note Rate: [___]%
Aggregate Series Principal Balance as of the Series Closing Date:  $[_________]
   
Post-ARD Additional Interest Rate: [__]%
Outstanding Principal Balance of the Class [__] Notes as of the Series Closing Date: $[_____]
   
 
Initial Principal Balance of this Class [__] Note:  $[_________]
   
Series Closing Date:  [_____], 20[__]
CUSIP No. ___________
   
First Payment Date: [_____], 20[__]
ISIN No. _____________
   
Issuer(s):  [STORE]
Property Manager and Special Servicer:
   
Indenture Trustee:
Citibank, N.A.
Rated Final Payment Date:  [____________]
   
Note No.  __
 

A-3-1
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND.  EXCEPT WITH RESPECT TO THE INITIAL TRANSFER OF A BENEFICIAL INTEREST IN THIS NOTE BY ANY ISSUER OR THE INITIAL PURCHASERS TO AN AFFILIATE OF ANY ISSUER, OR WITH RESPECT TO THE TRANSFER OF A BENEFICIAL INTEREST IN THIS NOTE TO ANY ISSUER OR AN AFFILIATE OF ANY ISSUER THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF PARAGRAPHS (1), (2), (3) OR (7) OF RULE 501(a) OF THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT (A) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE SELLER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE INDENTURE TRUSTEE MAY REASONABLY REQUIRE; OR (B) OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” TO NON-US PERSONS IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, PROVIDED THAT SUCH PURCHASER DELIVERS ALL DOCUMENTS AND CERTIFICATIONS AS THE INDENTURE TRUSTEE MAY REASONABLY REQUIRE.

THE HOLDER HEREOF, BY ACCEPTING THIS NOTE, AGREES TO TREAT THIS NOTE FOR PURPOSES OF UNITED STATES FEDERAL, STATE AND LOCAL INCOME OR FRANCHISE TAXES AND ANY OTHER TAXES IMPOSED ON OR MEASURED BY INCOME, AS INDEBTEDNESS AND TO REPORT THIS NOTE ON ALL APPLICABLE TAX RETURNS IN A MANNER CONSISTENT WITH SUCH TREATMENT.

[CERTAIN PAYMENTS WITH RESPECT TO THIS NOTE WILL BE SUBORDINATE TO PAYMENTS WITH RESPECT TO THE CLASS [___] NOTES AS AND TO THE EXTENT DESCRIBED IN THE INDENTURE.] 1

REDUCTIONS OF THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

1
Include only in subordinate Classes of Notes, if any.

A-3-2
THE NOTES ARE SOLELY OBLIGATIONS OF THE ISSUERS AND DO NOT REPRESENT OBLIGATIONS OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, THE INDENTURE TRUSTEE, THE PROPERTY MANAGER, THE SUPPORT PROVIDER, THE SPECIAL SERVICER, THE BACK-UP MANAGER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.  EACH NOTE IS ONE OF A SERIES OF NOTES, ALL OF WHICH ARE PAYABLE SOLELY FROM THE PROCEEDS OF THE COLLATERAL POOL.  ADDITIONAL SERIES OF NOTES SECURED PRO RATA BY THE COLLATERAL POOL MAY ALSO BE ISSUED IN THE FUTURE.  PROSPECTIVE INVESTORS SHOULD MAKE AN INVESTMENT DECISION BASED UPON AN ANALYSIS OF THE SUFFICIENCY OF THE COLLATERAL POOL.

A-3-3
The Issuers, each a Delaware limited liability company, for value received, hereby promise to pay to [________________________] or its registered assigns, upon presentation and surrender of this Note (this “ Note ”), the principal sum of up to [___________________________] United States dollars ($[____________]) on the Rated Final Payment Date referred to above, together with interest hereon from time to time in the amounts and at the times specified in the Indenture referred to below.

This Note is one of a series of Net-Lease Mortgage Notes (collectively, the “ Notes ”) issued by the Issuers (each, a “ Class ”) pursuant to a Sixth Amended and Restated Master Indenture, dated on or about October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC as an issuer (“ STORE Master Funding I ”), STORE Master Funding II, LLC as an issuer (“ STORE Master Funding II ”), STORE Master Funding III, LLC as an issuer (“ STORE Master Funding III ”), STORE Master Funding IV, LLC as an issuer (“ STORE Master Funding IV ”), STORE Master Funding V, LLC as an issuer (“ STORE Master Funding V ”), STORE Master Funding VI, LLC as an issuer (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC as an issuer (“ STORE Master Funding VII ”, and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 2012-1 Supplement (the “ Series 2012-1 Supplement ”), dated as of August 23, 2012, between STORE Master Funding I and the Indenture Trustee, as further supplemented by the Series 2013-1 Supplement (the “ Series 2013-1 Supplement ”), dated as of March 27, 2013, among STORE Master Funding I, STORE Master Funding II and the Indenture Trustee, as further supplemented by the Series 2013-2 Supplement (the “ Series 2013-2 Supplement ”), dated as of July 25, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III and the Indenture Trustee, as further supplemented by the Series 2013-3 Supplement (the “ Series 2013-3 Supplement ”), dated as of December 3, 2013, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV and the Indenture Trustee, as further supplemented by the Series 2014-1 Supplement (the “ Series 2014-1 Supplement ”), dated as of May 6, 2014, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and the Indenture Trustee, as further supplemented by the Series 2015-1 Supplement (the “ Series 2015-1 Supplement ”), dated as of April 16, 2015, among STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI and the Indenture Trustee, as further supplemented by the Series 2016-1 Supplement (the “ Series 2016-1 Supplement ”), dated as of October 18, 2016, among the Issuers and the Indenture Trustee and as further supplemented by the Series 2018-1 Supplement (the “ Series 2018-1 Supplement ” together with the Master Indenture, the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the Series 2014-1 Supplement, the Series 2015-1 Supplement, the Series 2016-1 Supplement and any other supplements to the Master Indenture (each, as may be amended from time to time, a “ Supplement ”), the “ Indenture ”), dated as of October 22, 2018, among the Issuers and the Indenture Trustee, and will be payable solely from the assets of the Issuers (individually, the “ Collateral ” and, collectively, the “ Collateral Pool ”).  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Note by virtue of the acceptance hereof assents and by which such Holder is bound.

A-3-4
Pursuant to the terms of the Indenture, payments of any interest, principal and other amounts payable on this Note shall be made on the Class of Notes to which this Note belongs, pro rata among the Notes of such Class based on their respective Outstanding Principal Balance, on the twentieth (20th) day of each calendar month or, if any such day is not a Business Day, then on the next succeeding Business Day (each, a “ Payment Date ”), commencing on the first Payment Date specified above, to the Person in whose name this Note is registered at the close of business on the related Record Date.  All payments made under the Indenture on this Note will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided the Indenture Trustee with wiring instructions prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of such Noteholder as it appears in the Note Register as of the related Record Date.  Notwithstanding the foregoing, the final payment on this Note on the Final Payment Date will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment.  Notwithstanding anything herein to the contrary, no payments will be made with respect to a Note that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence.

The Notes are limited in right of payment to certain distributions on the Mortgage Loans, Properties and Leases and the other Collateral included in the Collateral Pool, all as more specifically set forth herein and in the Indenture.

Any payment to the Holder of this Note in reduction of the Outstanding Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

The Class of Notes to which this Note belongs are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for new Notes of the same Class in authorized denominations of a like Percentage Interest, as requested by the Holder surrendering the same.

No transfer of this Note or any interest herein may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  No person is obligated to register or qualify any of the Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.

A-3-5
If this Note or any Class of Notes is directly or indirectly owned by a Person such that such Note or Class of Notes is not properly treated as issued and outstanding for U.S. federal income tax purposes (a “ Transfer-Restricted Note ”), then such Transfer-Restricted Note may be sold or transferred to any Person if (a) the Note Registrar has received on the date of such sale or transfer an opinion of nationally recognized tax counsel knowledgeable in the tax aspects of securitization to the effect that at the time of such sale or transfer (1) such Transfer-Restricted Note is treated as indebtedness for federal income tax purposes and (2) such sale or transfer does not cause any Issuer to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation for federal income tax purposes, or (b) (1) the sum of the number of beneficial owners of the Transfer-Restricted Notes and the equity interests of all Issuers does not exceed the 95-Person Limit for U.S. federal income tax purposes after the proposed sale or transfer, (2) the Transfer-Restricted Notes are in physical form and (3) the Note Transfer Restrictions, as defined in the Indenture, shall have been complied with.

Each transferee of a Note or an Ownership Interest therein shall represent, warrant and agree that either (i) such transferee is not, and is not purchasing such Note on behalf of, as a fiduciary of, as trustee of, or with the assets of, a Plan or (ii)(A) such Note is rated investment grade or better as of the date of the purchase, (B) such transferee acknowledges that it cannot acquire such Note unless it is properly treated as indebtedness without substantial equity features for purposes of Department of Labor Regulations, as modified by ERISA, and agrees to so treat such Note and (C) such transferee’s acquisition and continued holding of such Note or Ownership Interest therein will not constitute or give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code (or a violation of any law substantially similar to Section 4975 of the Code or Section 406 of ERISA).

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class in authorized denominations evidencing the same Aggregate Series Principal Balance will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

The Issuers, the Indenture Trustee, the Note Registrar and any agent thereof may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuers, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

The Indenture, the Property Management Agreement and the Notes are subject to amendment, including by supplemental indenture, from time to time in accordance with the terms thereof, including in circumstances which do not require the consent of any or all Noteholders.

A-3-6
Unless the certificate of authentication hereon has been executed by the Note Registrar, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Collateral Pool (to the extent of its rights therein) for payments hereunder.

The Indenture Trustee makes no representation as to the validity or sufficiency of this Note (other than as to its signature set forth hereon below).

This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws principles).

A-3-7
IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed by the Issuers.

Dated: [__________]

 
[STORE]
    
 
By:
 
   
Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class [____] Notes referred to in the within-mentioned Indenture.

 
CITIBANK, N.A., not in its individual capacity, but solely in its capacity as Indenture Trustee
     
 
By:
 
   
Authorized Signatory

A-3-8
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 
 
(please print or typewrite name and address including postal zip code of assignee)

the within Net-Lease Mortgage Note and hereby authorize(s) the registration of transfer of such Note to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Net-Lease Mortgage Note of a like Outstanding Principal Balance and Class to the above named assignee and deliver such Note to the following address:
 
 
 
Dated:
 

   
 
Signature by or on behalf of Assignor
   
 
Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to                                                                                                                            for the account of                                                                                  .                                                                                                                                                               Payments made by check (such check to be made payable to                                                                              ) and all applicable statements and notices should be mailed to                                                                   .

This information is provided by ____________________________, the Assignee named above, or _______________________________________, as its agent.

A-3-9
EXHIBIT B

FORM OF TRUSTEE REPORT

B-1
EXHIBIT C-1

FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NOTES

[ Date ]

Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window—STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ___________ (the “ Transferor ”) to _____________ (the “ Transferee ”) of Class [__] Notes having an Initial Principal Balance as of [________] [__], 20[__] (the “ Closing Date ”) of $[_________] (the “ Transferred Notes ”).  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated on or about October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.  The Transferor hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuers, the Indenture Trustee and the Transferee, that:

1.            The Transferor is the lawful owner of the Transferred Notes with the full right to transfer such Notes free from any and all claims and encumbrances whatsoever.

2.           Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Note, any interest in any Note or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Note, any interest in any Note or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Note, any interest in any Note or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Note under the Securities Act of 1933, as amended (the “ Securities Act ”), or would render the disposition of any Note a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Note pursuant to the Securities Act or any state securities laws.

C-1-1
[3.           The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a Non-U.S. Person that is not acquiring the Transferred Notes for the account or benefit of any U.S. Person (as defined in Regulation S) and is acquiring the Transferred Notes in an offshore transaction.]

[3.          The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act (a “ Qualified Institutional Buyer ”) purchasing for its own account or for the account of a Qualified Institutional Buyer.  In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee’s ownership and discretionary investments of securities (check one or more):

  ___
(a)    The Transferee’s most recent publicly available financial statements, which statements present the information as of a date within 16 months preceding the date of sale of the Transferred Note in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or

 
___
(b)     The most recent publicly available information appearing in documents filed by the Transferee with the SEC or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, which information is as of a date within 16 months preceding the date of sale of the Transferred Note in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or

 
___
(c)      The most recent publicly available information appearing in a recognized securities manual, which information is as of a date within 16 months preceding the date of sale of the Transferred Note in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or

  ___
(d)      A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or since the close of the Transferee’s most recent fiscal year, or, in the case of a Transferee that is a member of a “family of investment companies”, as that term is defined in Rule 144A, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the “family of investment companies” as of a specific date on or since the close of the Transferee’s most recent fiscal year.]

C-1-2
[3.          The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that, with respect to the initial transfer of the Transferred Note by the [insert applicable Issuer[s]] or the Initial Purchasers, the Transferee is an Affiliate of the [insert applicable Issuer[s]].]

[3.        The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is an Affiliate of [insert applicable Issuer[s]] and is an “Accredited Investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of the Securities Act.]

4.           The Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional Buyer:

 
(a)
the following instruments and interests shall be excluded: securities of issuers that are affiliated with the Transferee; securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer; securities of issuers that are part of the Transferee’s “family of investment companies”, if the Transferee is a registered investment company; bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps;


(b)
the aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities may be valued at market;


(c)
securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

C-1-3
5.            [The Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor is relying on the exemption from the provisions of Section 5 of the Securities Act provided by [Rule 144A][Regulation S].]

6.           The Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding (a) the Transferred Notes and payments thereon, (b) the nature and performance of the Mortgage Loans, the Leases and the Properties, (c) the Indenture and the Collateral, and (d) any credit enhancement mechanism associated with the Transferred Notes, that the Transferee has requested.

 
Very truly yours,
 
     
 
(Transferor)
 
     
 
By:
   
 
Name:
   
 
Title:
   

C-1-4
EXHIBIT C-2

FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NOTES

[ Date ]

Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window—STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ___________ (the “ Transferor ”) to _____________ (the “ Transferee ”) of Class [__] Notes (the “ Transferred Notes ”) having an Initial Principal Balance as of [_______][__], 20[__] (the “ Closing Date ”) of $[_________].  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated on or about October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.  The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuers, the Indenture Trustee and the Transferor, that:

1.           The Transferee understands that (a) the Transferred Notes have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities law, (b) none of the Issuer[s] or the Indenture Trustee is required to so register or qualify the Transferred Notes, (c) the Transferred Notes may be resold only if registered and qualified pursuant to the provisions of the Securities Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Indenture contains restrictions regarding the transfer of the Transferred Notes and (e) the Transferred Notes will bear a legend to the foregoing effect.

C-2-1
2.            The Transferee is acquiring the Transferred Notes for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Securities Act or any applicable state securities laws.

3.           The Transferee is (a) a Non-U.S. Person, is not acquiring the Notes or interests therein for the account or benefit of any U.S. Person (as that term is defined in Regulation S under the Securities Act) and is acquiring the Transferred Notes in an offshore transaction; or (b) a “qualified institutional buyer” (a “ Qualified Institutional Buyer ”) as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2 ; or (c) with respect to the initial transfer of the Transferred Note by the [insert applicable Issuer[s]] or the Initial Purchasers, an Affiliate of the [insert applicable Issuer[s]]; or (d) an Affiliate of [insert applicable Issuer[s]] and an “Accredited Investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of the Securities Act.  Other than with respect to the Transfer of a Definitive Note to an Issuer or an Affiliate of an Issuer that is an Accredited Investor, the Transferee is aware that the sale to it of the Transferred Notes is being made in reliance on Rule 144A or pursuant to Regulation S under the Securities Act, as applicable.  The Transferee is acquiring the Transferred Notes for its own account or for the account of a Qualified Institutional Buyer, the account of an Accredited Investor or another Non-U.S. Person in an offshore transaction, and understands that such Transferred Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.  The Transferee is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Transferred Notes, such that it is capable of evaluating the merits and risks of investment in the Transferred Notes, and (b) able to bear the economic risks of such an investment.

4.            The Transferee has reviewed and understands the restrictions on transfer of the Transferred Notes and acknowledges that such transfer restrictions may adversely affect the liquidity of the Transferred Notes.

5.            The Transferee understands that each Noteholder, by virtue of its acceptance thereof, assents to, and agrees to be bound by, the terms, provisions and conditions of the Indenture, including those relating to the transfer restrictions.

6.            The Transferee understands that the information contained in the Memorandum (as defined below) and all such additional information, as well as all information to be received by the Transferee as a Noteholder, is confidential and agrees to keep such information confidential (a) by not disclosing any such information other than to a person who needs to know such information and who has agreed to keep such information confidential and (b) by not using any such information other than for the purpose of evaluating an investment in the Transferred Notes; provided , however , that any such information may be disclosed as required by applicable law if the Issuers are given written notice of such requirement sufficient to enable the Issuers to seek a protective order or other appropriate remedy in advance of disclosure.

C-2-2
7.            The Transferee has been furnished with, and has had an opportunity to review (a) a copy of the Private Placement Memorandum dated [____], 20[__], relating to the Transferred Notes (the “ Memorandum ”), (b) a copy of the Indenture and the Transferred Notes and (c) such other information concerning the Transferred Notes and payments thereon, the Mortgage Loans, Properties and Leases and the other Collateral and the Issuer[s] and is relevant to the Transferee’s decision to purchase the Transferred Notes.  The Transferee has had any questions arising from such review answered by the Issuer[s] or the Transferor to the satisfaction of the Transferee.

8.            The Transferee has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Transferred Note, any interest in any Transferred Note or any other similar security from any person in any manner, (b) otherwise approach or negotiate with respect to any Transferred Note, any interest in any Transferred Note or any other similar security with any person in any manner, (c) make any general solicitation by means of general advertising or in any other manner or (d) take any action, that (as to any of (a) through (d) above) would constitute a distribution of any Transferred Note under the Securities Act, that would render the disposition of any Transferred Note a violation of Section 5 of the Securities Act or any state securities law, or that would require registration or qualification pursuant thereto.  The Transferee will not sell or otherwise transfer any of the Transferred Notes, except to a person reasonably believed to be (x) a Non-U.S. Person that is not acquiring the Transferred Notes for the account or benefit of any U.S. Person (as defined in Regulation S) and is acquiring the Transferred Notes or interests therein in an offshore transaction, or (y) a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or otherwise in accordance with the terms and provisions of the Indenture.

9.            The Transferee is duly authorized to purchase the Transferred Notes acquired thereby, and its purchase of investments having the characteristics of the Notes acquired thereby is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments applicable to the investor.

10.        If the Transferee is acquiring any Transferred Notes or interests therein as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations, warranties and agreements with respect to each such account.

11.         If the Transferee is other than STORE Capital or one or more of its directly or indirectly wholly-owned subsidiaries that are disregarded for federal income tax purposes, it is not part of the “expanded group” of the Issuers within the meaning of Treasury Regulation section 1.385-1(c)(4) and is not acquiring the Note with a principal purpose of avoiding the application of Treasury Regulation sections 1.385-3, 1.385-3T or 1.385-4T.

C-2-3
 
Very truly yours,
 
         
 
(Transferee)
 
     
 
By:
   
 
Name:
 
 
Title:
 

C-2-4
ANNEX 1 TO EXHIBIT C-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SECURITIES ACT RULE 144A

[ for Transferees other than Registered Investment Companies ]

The undersigned hereby certifies as follows to [ name of Transferor ] (the “Transferor”) and [ name of Note Registrar ] , as Note Registrar, with respect to the Notes being transferred (the “ Transferred Notes ”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.            As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the “ Transferee ”).

2.          The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), because (i) the Transferee owned and/or invested on a discretionary basis $ ______________1 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below:

  ___
Corporation, etc .  The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


___
Bank .  The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking, and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto , as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

1  Transferee must own  and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities.

C-2-5

___
Savings and Loan .  The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto , as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.


___
Broker-dealer .  The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


___
Insurance Company .  The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.


___
State or Local Plan .  The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.


___
Employee Benefit Plan .  The Transferee is an “employee benefit plan”, as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA.


___
Investment Advisor .  The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.


___
Other . (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.  Note that registered investment companies should complete Annex 2 rather than this Annex 1.)___________________________
______________________________________________________
______________________________________________________

3.          The term “ securities ” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.  For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

C-2-6
4.            For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market.  Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction.  However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

5.            The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.

  ___ ___  
Will the Transferee be purchasing the Transferred Notes
 
 
Yes
No  
only for the Transferee’s own account?
 

6.           If the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.           The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice is given, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such purchase.  In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

 
Print Name of Transferee
 
     
 
By:
    
 
Name:
    
 
Title:
    
      
 
Date:
    

C-2-7
ANNEX 2 TO EXHIBIT C-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SECURITIES ACT RULE 144A

[ for Transferees that are Registered Investment Companies ]

The undersigned hereby certifies as follows to [ name of Transferor ] (the “ Transferor ”) and [ name of Note Registrar ] , as Note Registrar, with respect to the Notes being transferred (the “ Transferred Notes ”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.           As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the “ Transferee ”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “ Adviser ”).

2.          The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year.  For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.


___
The Transferee owned and/or invested on a discretionary basis $                   in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).


___
The Transferee is part of a Family of Investment Companies which owned in the aggregate $____________ in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3.            The term “ Family of Investment Companies ” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

C-2-8
4.           The term “ securities ” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.  For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.

5.            The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A.

  ___ ___  
Will the Transferee be purchasing the Transferred Notes
 
 
Yes
No  
only for the Transferee’s own account?
 
 
6.            If the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.            The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

 
Print Name of Transferee or Adviser
 
     
 
By:
 
 
 
Name:
 
 
 
Title:
   
     
 
IF AN ADVISER:
 
     
 
Print Name of Transferee
 
 
Date:
 
 

C-2-9
EXHIBIT D-1

FORM OF TRANSFER CERTIFICATE FOR TRANSFERS FROM

[REGULATION S GLOBAL][DEFINITIVE] NOTE TO RESTRICTED GLOBAL NOTE

[DATE]

Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window —STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by [____] (the “ Transferor ”) to [___] (the “ Transferee ”) of [beneficial interests in] Class [__] Notes evidenced by [Regulation S Global][Definitive] Notes (the “ Transferred Notes ”) having an Initial Principal Balance as of [________][__], 20[__] of $[________] evidencing a [_]% Percentage Interest in such Class.  The Transferor has requested a transfer of such Transferred Note for a [beneficial interest in a] Restricted Global Note evidencing Notes of the same Class, in a like principal balance to be registered in the name of the Transferee.  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.  The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuers, the Indenture Trustee and the Transferor, that:

D-1-1
1.            The Transferee is a “qualified institutional buyer” (a “ Qualified Institutional Buyer ”) as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and has completed one of the forms of certification to that effect attached hereto as Annex A and Annex B .  The Transferee is aware that the sale to it of the Transferred Notes is being made in reliance on Rule 144A.  The Transferee is acquiring the Transferred Notes for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.

2.          The Transferee has been furnished with all information regarding (a) the Transferred Notes and distributions thereon, (b) the nature, performance and servicing of the Mortgage Loans the Leases and the Properties, (c) the Indenture and the Collateral and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested.

 
Very truly yours,
 
 
 
 
(Transferee)
     
 
By:

 
 
Name:
   
 
Title:
   

D-1-2
ANNEX A TO EXHIBIT D-1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SECURITIES ACT RULE 144A

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “ Transferor ”) and [name of Note Registrar], as Note Registrar, with respect to the Notes being transferred (the “ Transferred Notes ”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.            As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the “ Transferee ”).

2.            The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), because (i) the Transferee owned and/or invested on a discretionary basis $                                1 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below:


____
Corporation, etc .  The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


____
Bank .  The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached   hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.


____
Savings and Loan .  The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution that is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached   hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

1   Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities.

D-1-3

____
Broker-dealer .  The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).


____
Insurance Company .  The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.


____
State or Local Plan .  The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.


____
Employee Benefit Plan .  The Transferee is an “employee benefit plan”, as defined in Section 3(3) of ERISA.


____
Investment Advisor .  The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.


____
Other . (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.  Note that registered investment companies should complete Annex B rather than this Annex A.)__________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________

3.          The term “securities”   as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.  For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

4.            For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market.  Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction.  However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Exchange Act.

D-1-4
5.           The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.

  ____ ____  
Will the Transferee be purchasing the Transferred Notes
 
 
Yes
No  
only for the Transferee’s own account?
 

6.           If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.          The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice is given, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such purchase.  In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

 
Print Name of Transferee
 
     
 
By:
   
 
Name:

   
 
Title:

   
 
Date:
     

D-1-5
ANNEX B TO EXHIBIT D-1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SECURITIES ACT RULE 144A

[for Transferees that are Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “ Transferor ”) and [name of Note Registrar], as Note Registrar, with respect to the Notes being transferred (the “ Transferred Notes ”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.           As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the “ Transferee ”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A(“ Rule 144A ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “ Adviser ”).

2.          The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year.  For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market:

       
The Transferee owned and/or invested on a discretionary basis $                 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

      
The Transferee is part of a Family of Investment Companies that owned in the aggregate $                       in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3.          The term “ Family of Investment Companies ”   as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

D-1-6
4.          The term “ securities ”   as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.  For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.

5.            The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A.

    ____ ____  
Will the Transferee be purchasing the Transferred Notes
 
 
Yes
No  
only for the Transferee’s own account?
 

6.           If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.           The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.  Until such notice, the Transferee’s purchase of the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

     
Print Name of Transferee or Advisor
 
         
     
By:
   
     
Name:

 
     
Title:

 
         
     
IF AN ADVISER:
 
         
     
Print Name of Transferee
 
Date:
   

   

D-1-7
EXHIBIT D-2

FORM OF TRANSFER CERTIFICATE FOR TRANSFER

FROM [RESTRICTED GLOBAL][DEFINITIVE] NOTE

TO REGULATION S GLOBAL NOTE

DURING THE RESTRICTED PERIOD

[DATE]

Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window—STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by [____] (the “ Transferor ”) to [___] (the “ Transferee ”) of [beneficial interests in] Class [__] Notes evidenced by [Restricted Global][Definitive] Notes (the “ Transferred Notes ”) having an Initial Principal Balance as of [_____], 20[__] of $[_________] evidencing a [_]% Percentage Interest in such Class.  The Transferor has requested a transfer of such Transferred Note for a [beneficial interest in a] Temporary Regulation S Global Note, evidencing Notes of the same Class, in a like principal balance to be registered in the name of the Transferee.  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

In connection with such request and in respect of such Notes, the Transferee does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 904 of Regulation S, and accordingly the Transferee does hereby certify, represent and warrant to you, as Note Registrar, and for the benefit of the Issuers and the Indenture Trustee that:

D-2-1
1.            The Transferee is not a U.S. person (as defined in Regulation S) or holding the Notes for the account or benefit of any U.S. person.

2.            The offer of the Notes was not made to a person in the United States.

[3.          At the time the buy order was originated, the Transferee was outside the United States.] 1

[3.          The transaction was executed in, on or through the facilities of a designated offshore securities market and the transaction was not prearranged with a buyer in the United States.]

 
Very truly yours,
 
     
 
(Transferee)
 
     
 
By:
   
 
Name:
   
 
Title: 
   

1   Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

D-2-2
EXHIBIT D-3

FORM OF TRANSFER CERTIFICATE FOR TRANSFER

FROM [RESTRICTED GLOBAL][DEFINITIVE] NOTE TO REGULATION S

GLOBAL NOTE AFTER THE RESTRICTED PERIOD

[DATE]

Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window—STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by [____] (the “ Transferor ”) to [___] (the “ Transferee ”) of [beneficial interests in] Class [__] Notes evidenced by [Restricted Global][Definitive] Notes (the “ Transferred Notes ”) having an Initial Principal Balance as of [_____], 20[__] of $[_________] evidencing a [_]% Percentage Interest in such Class.  The Transferor has requested a transfer of such Transferred Note for a [beneficial interest in a] Permanent Regulation S Global Note, evidencing Notes of the same Class, in a like principal balance to be registered in the name of the Transferee.  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

In connection with such request and in respect of such Notes, the transferee does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 904 of Regulation S, and accordingly the Transferee does hereby certify, represent and warrant to you, as Note Registrar, and for the benefit of the Issuers, the Indenture Trustee and the Transferee, that:

D-3-1
1.           The offer of the Notes was not made to a person in the United States.

[2.          At the time the buy order as originated, the Transferee was outside the United States.] 1 .

[2.          The transaction was executed in, on or through the facilities of a designated offshore securities market and the transaction was not prearranged with a buyer in the United States.]

 
Very truly yours,
 
     
     
 
(Transferee)
 
     
 
By:
   
 
Name:
   
 
Title:
   

1   Insert one of these two provisions, which comes from the definition of “offshore transaction” in Regulation S.

D-3-2
EXHIBIT D-4

FORM OF REGULATION S LETTER FOR EXCHANGE OF INTERESTS IN THE TEMPORARY REGULATION S GLOBAL NOTE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE

[DATE]
Citibank, N.A.
480 Washington Boulevard
30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window—STORE Master Funding

Re:
STORE Master Funding, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the exchange by [____] (the “ Transferor ”) to [___] (the “ Transferee ”) of $[________] principal amount of beneficial interests in the Temporary Regulation S Global Note evidencing Class [__] Notes for a like amount of beneficial interests in the Permanent Regulation S Global Note evidencing Notes of the same Class.  The Notes, including the Transferred Notes, were issued pursuant to a Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

In connection with such request, we hereby certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission, from member organizations appearing in our records as persons entitled to a portion of the principal amount set forth above (our “ Member Organizations ”) substantially to the effect that the beneficial interests in the Temporary Regulation S Global Note are beneficially owned by (a) non-U.S. persons or (b) U.S. persons who purchased their beneficial interests in transactions that did not require registration under the United States Securities Act of 1933.

D-4-1
We further certify that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain securities laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party to such proceedings.

     
Yours faithfully,
         
     
[EUROCLEAR BANK, S.A./N.A., as
operator of the Euroclear Clearance Systems
S.C., a Belgian cooperative corporation]
         
     
or
 
         
     
[CLEARSTREAM BANKING, S.A.]
         
     
By:
 
Name:
       
Title: 
       

D-4-2
EXHIBIT E-1

FORM OF CERTIFICATE WITH RESPECT TO INFORMATION
REQUEST BY BENEFICIAL OWNER

[ Date ]

Citibank, N.A.
 
388 Greenwich Street
 
New York, New York 10013
 
Attention: Citibank Agency & Trust—STORE Master Funding
 
   
STORE Master Funding I, LLC
STORE Master Funding II, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding III, LLC
STORE Master Funding IV, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding V, LLC
STORE Master Funding VI, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding VII, LLC
 
8501 E. Princess Drive, Suite 190
 
Scottsdale, Arizona, 85255
 
Attention: Secretary
 

[ADDITIONAL ISSUERS]

In accordance with Section 6.03 of the Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”), with respect to the Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”), the undersigned hereby certifies and agrees as follows:

E-1-1
1.            The undersigned is a beneficial owner of Class [__] Notes.

2.            The undersigned is requesting access to certain non-public information contained on the Indenture Trustee’s website relating to the Notes or such other information identified on the schedule attached hereto pursuant to Section 6.03 of the Indenture (in each case, the “ Information ”) for use in evaluating its investment in the Class A Notes.

3            In consideration of the Indenture Trustee’s disclosure to the undersigned of the Information, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making the evaluation described in paragraph 2 and from its accountants, attorneys and any governmental agency or authority which regulates the undersigned), and such Information will not, without the prior written consent of the Indenture Trustee, be disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “ Representatives ”) in any manner whatsoever, in whole or in part.

4.            The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Note pursuant to Section 5 of the Securities Act.

5.            The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Issuers, the Indenture Trustee and the Collateral for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.
          
 
[ BENEFICIAL OWNER OF A NOTE ]
 
       
 
By:
   
 
Name:
   
 
Title:
   

E-1-2
EXHIBIT E-2

FORM OF CERTIFICATE WITH RESPECT TO INFORMATION
REQUEST BY PROSPECTIVE PURCHASER

[ Date ]

Citibank, N.A.
 
388 Greenwich Street
 
New York, New York 10013
 
Attention: Citibank Agency & Trust—STORE Master Funding
 
   
STORE Master Funding I, LLC
STORE Master Funding II, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding III, LLC
STORE Master Funding IV, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding V, LLC
STORE Master Funding VI, LLC
8501 E. Princess Drive, Suite 190
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona, 85255
Scottsdale, Arizona, 85255
Attention: Secretary
Attention: Secretary
   
STORE Master Funding VII, LLC
 
8501 E. Princess Drive, Suite 190
 
Scottsdale, Arizona, 85255
 
Attention: Secretary
 

[ADDITIONAL ISSUERS]

In accordance with Section 6.03 of the Sixth Amended and Restated Master Indenture, dated October 22, 2018 (as amended or supplemented thereafter, the “ Master Indenture ”), among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), as supplemented by the Series 20[__]-[ ] Supplement (together with the Master Indenture and any other indenture supplement thereto (each, a “ Supplement ”), the “ Indenture ”), with respect to the STORE Master Funding I, LLC, Net-Lease Mortgage Notes, Series 20[__]-[ ] (the “ Notes ”), the undersigned hereby certifies and agrees as follows:

E-2-1
1.            The undersigned is contemplating an investment in the Class [__] Notes.

2.            The undersigned is requesting access to certain non-public information contained on the Indenture Trustee’s website relating to the Notes or such other information identified on the schedule attached hereto pursuant to Section 6.03 of the Indenture (in each case, the “ Information ”) solely for use in evaluating such possible investment.

3.            In consideration of the Indenture Trustee’s disclosure to the undersigned of the Information, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making the investment decision described in paragraphs 1 and 2 and from its accountants, attorneys and any governmental agency or authority which regulates the undersigned), and such Information will not, without the prior written consent of the Indenture Trustee, be disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “ Representatives ”) in any manner whatsoever, in whole or in part.

4.            The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Note pursuant to Section 5 of the Securities Act.

5.            The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Issuers, the Transferor, the Indenture Trustee and the Collateral for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.
          
 
[ PROSPECTIVE PURCHASER ]
 
     
 
By:
   
 
Name:
 
 
Title:
   

E-2-2

The undersigned is a beneficial owner of Class __ Notes contemplating a transfer of all or a portion of such Notes to the prospective purchaser named above.

[ PROSPECTIVE TRANSFEROR ]
 
     
By:
   
Name:
   
Title:
   

E-2-3
EXHIBIT F

FORM OF NOTEHOLDER CONFIDENTIALITY AGREEMENT

[DATE]

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Citibank Agency & Trust—STORE Master Funding

Reference is hereby made to (i) the Sixth Amended and Restated Master Indenture (collectively, with any supplements or amendments thereto, the “ Indenture ”), dated as of October 22, 2018, among STORE Master Funding I, LLC (“ STORE Master Funding I ”), STORE Master Funding II, LLC (“ STORE Master Funding II ”), STORE Master Funding III, LLC (“ STORE Master Funding III ”), STORE Master Funding IV, LLC (“ STORE Master Funding IV ”), STORE Master Funding V, LLC (“ STORE Master Funding V ”), STORE Master Funding VI, LLC (“ STORE Master Funding VI ”), STORE Master Funding VII, LLC (“ STORE Master Funding VII ” and together with STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V and STORE Master Funding VI, the “ Issuers ”) and Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), pursuant to which the Issuers and certain of their affiliates issue, from time to time, notes (the “ Notes ”) and (ii) the Fifth Amended and Restated Property Management and Servicing Agreement (collectively, with any supplements or amendments thereto, the “ Property Management Agreement ”), dated as of October 22, 2018, among the Issuers, STORE Capital Corporation (“ STORE ”), as the property manager and special servicer, the Indenture Trustee, KeyBank National Association, as the back-up manager, and each joining party thereto, each such joining party as an issuer.

As a “Noteholder” under the Indenture, pursuant to Section 6.03(a) thereof, we have requested that you deliver to us certain operating statements and/or other confidential and proprietary financial information concerning the business, assets, properties and/or operations of certain tenants and/or borrowers under the properties, leases and mortgage loans that collateralize the Notes.  All such information furnished or made available to us or to our affiliates and Representatives (defined below), whether in written or electronic form, or derived by us or our affiliates, their respective directors, officers, employees, financial advisors, legal counsel, independent certified public accountants, or other agents, advisors or representatives (collectively “ Representatives ”) from any of the foregoing, are herein collectively referred to as “ Confidential Material ”.


Evidenced by our signature below, we hereby acknowledge and agree that it is imperative that the Confidential Material remains confidential. We also agree that prior to any of our affiliates or Representatives being given access to the Confidential Material, we shall cause each of our affiliates and Representatives to whom or which any Confidential Material is to be furnished or made available to become subject to obligations of confidentiality equivalent or greater to those required of us under the terms of this agreement.

F-1
To maintain the confidentiality of the Confidential Material, we agree not to (a) use or allow the use for any purpose of any portion of the Confidential Material or notes, summaries or other material derived from your review of the Confidential Material except to analyze and evaluate the Notes and our position as owner of the Notes and (b) disclose or allow disclosure to others of any portion of the Confidential Material (including any copies of any of the Confidential Material) except to our affiliates and Representatives, in each case of (a) and (b), except (i) to the extent the Confidential Material or any portion thereof has become available to the public and (ii) to the extent disclosure of the Confidential Material or any portion thereof is (A) required by law, rule, regulation, subpoena, or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over us.

We acknowledge and agree that this agreement shall be binding upon us, as well as our Representatives and be governed by and construed in accordance with the laws of the State of New York.

With respect to all Confidential Material furnished to us, we understand and agree that none of the Indenture Trustee or its affiliates or Representatives make any representations or warranties, express or implied, with respect thereto.

 
[ INVESTOR]
     
  By:
   
Name:
   
Title:

Acknowledged by:
 
   
   
CITIBANK, N.A., not in its individual
capacity but solely as Indenture Trustee
   
By:
   
Name:
 
Title:
 

F-2
EXHIBIT G-1

FORM OF ISSUERS’ [POST-CLOSING ACQUISITION][ADDITIONAL MASTER LEASE PROPERTY] CERTIFICATE

NET LEASE MORTGAGE NOTES, SERIES [____] - [__]

Form of Officer’s Certificate

[____________], 20[__]

Citibank, N.A., as Indenture Trustee
388 Greenwich Street
New York, NY 10013
Attn: Citibank Agency & Trust—STORE Master Funding

I, ___________________, hereby certify that I am a duly appointed [____________] of the following entities:

(1) STORE Master Funding I, LLC;

(2) STORE Master Funding II, LLC;

(3) STORE Master Funding III, LLC;

(4) STORE Master Funding IV, LLC;

(5) STORE Master Funding V, LLC;

(6) STORE Master Funding VI, LLC;

(7) STORE Master Funding VII, LLC; and

(8) [ADDITIONAL ISSUERS];

Reference is hereby made to the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC and Citibank, N.A., and any supplement thereto (the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture. I have examined the Transaction Documents and further certify that, as of the date hereof:

(i)            no Early Amortization Period or DSCR Sweep Period is continuing and the acquisition of the [Post-Closing][Additional Master Lease] Properties will not result in the occurrence of an Early Amortization Period or a DSCR Sweep Period;

G-1-1
(ii)          based on the facts known to me, the Issuers reasonably believe that no uncured Indenture Event of Default is continuing as of the date hereof and the acquisition of the [Post-Closing][Additional Master Lease] Properties on the date hereof will not result in the occurrence of an Event of Default;

(iii)         each Issuer is a solvent, special purpose, bankruptcy-remote entity;

(iv)         the representations and warranties of the Issuers made pursuant to the Indenture with respect to the Post-Closing Properties are true and correct as of the date hereof;

(v)          all [Post-Closing Acquisition][Master Lease Addition] Deliverables have been delivered to the Custodian as of the date hereof or such [Post-Closing Acquisition][Master Lease Addition] Deliverables are addressed by a certification from counsel to the Issuers in the form of Exhibit G-3 of the Indenture;

(vi)        each of the UCC Financing Statements (in the form of the UCC Financing Statements delivered in the ordinary course with respect to the Issuers’ Properties), including those (A) to the extent required by the jurisdiction in which the [Post-Closing][Additional Master Lease] Property is located, which, upon filing, perfect the Indenture Trustee’s security interest in each such [Post-Closing][Additional Master Lease] Property for the benefit of the Noteholders and (B) that relate to the termination of any applicable liens with respect to each such [Post-Closing][Additional Master Lease] Property, have been delivered to the applicable title insurance company with appropriate direction to file such UCC Financing Statements in connection with the acquisition of the [Post-Closing][Additional Master Lease] Properties; and

(vii)        each [Post-Closing][Additional Master Lease] Property satisfies the requirements set forth in the definition of [Post-Closing][Additional Master Lease] Property.

[Signature Appears on Following Page]

G-1-2
IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.

 
By:

 
   
Name:
 
   
Title:
 

G-1-3
EXHIBIT G-2

FORM OF STORE CAPITAL CORPORATION [POST-CLOSING ACQUISITION][ADDITIONAL MASTER LEASE PROPERTY] CERTIFICATE

NET LEASE MORTGAGE NOTES, SERIES [____] - [__]

Form of Officer’s Certificate

[____________], 20[__]

Citibank, N.A., as Indenture Trustee
388 Greenwich Street
New York, NY 10013
Attn: Citibank Agency & Trust—STORE Master Funding

We, ___________________ and __________________, hereby certify that we are duly appointed [____________] and [____________], respectively, of STORE Capital Corporation, a Maryland corporation (the “ Corporation ”).  Reference is hereby made to the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC and Citibank, N.A., and any supplement thereto (the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.
We have examined Transaction Documents and hereby certify that, as of the date hereof:

(1) the terms, covenants, agreements and conditions to be complied with and performed by the Corporation pursuant to the Transaction Documents have been complied with and performed in all material respects; and

(2) each of the representations and warranties of the Corporation contained in the Transaction Documents are true and correct in all material respects as though expressly made on and as of the date hereof.

[Signature Appears on Following Page]

G-2-1
IN WITNESS WHEREOF, each of the undersigned has hereto set his hand as of the date first written above.

 
By:

 
   
Name:
   
Title:
     
 
By:

 
   
Name:
   
Title:

G-2-2
EXHIBIT G-3

FORM OF ISSUERS’ COUNSEL [POST-CLOSING ACQUISITION][ADDITIONAL MASTER LEASE PROPERTY] CERTIFICATE

NET LEASE MORTGAGE NOTES, SERIES [____] - [__]

Form of Officer’s Certificate

[____________], 20[__]

Citibank, N.A., as Indenture Trustee
388 Greenwich Street
New York, NY 10013
Attention: Citibank Agency & Trust—STORE Master Funding

U.S. Bank National Association
U.S. Bank Global Corporate Trust Services
Mail Code EP-MN-TMZD
1133 Rankin Street, Suite 100
St. Paul, MN 55116
Attention:  Saah T. Kemayah

We have acted as counsel to the Issuers, in connection with the issuance by the Issuers of [_______] pursuant to that certain Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC and Citibank, N.A., and any supplement thereto (the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

This letter is being provided to you pursuant to clause (c) of the definition of “Post-Closing Conditions” in the Indenture.

We hereby certify that we have reviewed the Indenture and the definition of “Post-Closing Acquisition Conditions” contained therein, and further certify as to the following:


(i)
each of the following documents required to be delivered pursuant to the [Post-Closing Acquisition][Master Lease] Conditions and pursuant to the Custody Agreement in connection with the acquisition of [Post-Closing][Additional Master Lease] Properties has been delivered in the form and substance required therein; [ISSUERS’ COUNSEL TO LIST ALL DOCUMENTS DELIVERED AT TIME OF CERTIFICATION]


(ii)
each of the following documents required to be delivered pursuant to the [Post-Closing Acquisition][Master Lease] Conditions and pursuant to the Custody Agreement in connection with the acquisition of [Post-Closing][Additional Master Lease] Properties is in the possession of the related title company and such title company has been instructed to record or file such document, as applicable: [ISSUERS’ COUNSEL TO LIST DOCUMENTS AS APPLICABLE]

G-3-1
 
(iii)
each of the following documents required to be delivered pursuant to such definition and pursuant to the Custody Agreement in connection with the acquisition of [Post-Closing] [Additional Master Lease] Properties is in our possession, and we are acting as the document agent on behalf of the Custodian and the Noteholders, and which such documents will be delivered as soon as possible in accordance with the Indenture and the Custody Agreement: [ISSUERS’ COUNSEL TO LIST DOCUMENTS AS APPLICABLE].

 
Very truly yours,

G-3-2
EXHIBIT G-4

FORM OF ISSUERS’ POST-CLOSING ACQUISITION NOTICE

[____________], 20[__]

Citibank, N.A., as Indenture Trustee
388 Greenwich Street
New York, NY 10013
Attention: Citibank Agency & Trust—STORE Master Funding

U.S. Bank National Association
U.S. Bank Global Corporate Trust Services
Mail Code EP-MN-TMZD
1133 Rankin Street, Suite 100
St. Paul, MN 55116
Attention:  Saah T. Kemayah


Reference is hereby made to (i) the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC (together with any joining issuer, the “ Issuers ”) and Citibank, N.A. (the “ Indenture Trustee ”) and any supplement thereto (the “ Indenture ”) and (ii) the Second Amended and Restated Custody Agreement, dated as of May 6, 2014 among the Issuers, the Indenture Trustee and U.S. Bank National Association (the “ Custodian ”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture or the Custody Agreement, as applicable.

The Issuers hereby notify the Indenture Trustee and the Custodian that, pursuant to and in accordance with Section 12.19 of the Indenture, [APPLICABLE ISSUER] intends to acquire each of the Post-Closing Properties identified and described on Schedule I attached hereto.

G-4-1
 
Very truly yours,
 
     
 
STORE MASTER FUNDING I, LLC,
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
     
 
STORE MASTER FUNDING II, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
 
STORE MASTER FUNDING III, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
     
 
STORE MASTER FUNDING IV, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
 
STORE MASTER FUNDING V, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 

G-4-2
 
STORE MASTER FUNDING VI, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
 
STORE MASTER FUNDING VII, LLC,
 
 
a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:  Michael T. Bennett
 
 
Title:    Executive Vice President - General Counsel
 
     
 
[ADDITIONAL JOINING ISSUERS]
 

G-4-3
Schedule I

[PROVIDE FOR EACH POST-CLOSING PROPERTY]

1.            Proposed Post-Closing Acquisition Date: [____________], 20[__];

2.            Expected purchase price of Post-Closing Property: $[__________];

3.            Requested Post-Closing Remittance Amount: $[____________];

4.            Wire Instructions for Post-Closing Acquisition Remittance Amount:

[_____________]
[_____________]
[_____________]
[_____________]
[_____________]

5.            Identification number for the Post-Closing Property;

6.            Related Issuer lease number and name of the related Tenant;

7.            Lease Expiration Date for such Lease;

8.            Street address (including city, state and zip code) of such Property;

9.            Appraised Value of such Property;

10.          Concept operated on such Property; and

11.          Allocated Loan Amount.

G-4-4
Exhibit 4.2

EXECUTION VERSION

STORE MASTER FUNDING I, LLC,
as an Issuer,

STORE MASTER FUNDING II, LLC,
as an Issuer,

STORE MASTER FUNDING III, LLC
as an Issuer,

STORE MASTER FUNDING IV, LLC
as an Issuer,

STORE MASTER FUNDING V, LLC
as an Issuer,

STORE MASTER FUNDING VI, LLC
as an Issuer,

STORE MASTER FUNDING VII, LLC
as an Issuer,

and

CITIBANK, N.A.
as Indenture Trustee


SERIES 2018-1 SUPPLEMENT

Dated as of October 22, 2018

to

SIXTH AMENDED AND RESTATED MASTER INDENTURE

Dated as of October 22, 2018


NET-LEASE MORTGAGE NOTES, SERIES 2018-1

TABLE OF CONTENTS

     
Page
       
ARTICLE I Definitions
4
       
 
Section 1.01.
Definitions
4
       
ARTICLE II Creation of the Series 2018-1 Notes; Payments on the Series 2018-1 Notes
12
       
 
Section 2.01.
Designation
12
 
Section 2.02.
Payments on the Series 2018-1 Notes
13
 
Section 2.03.
Redemption of the Series 2018-1 Notes
15
 
Section 2.04.
Exceptions to Payment of Make Whole Amount.
17
 
Section 2.05.
Early Refinancing Prepayment.
17
 
Section 2.06.
Triple A Release Event
17
       
ARTICLE III Representations and Warranties
18
       
 
Section 3.01.
Representations and Warranties
18
 
Section 3.02.
Conditions Precedent Satisfied
18
 
Section 3.03.
Collateral Representations and Warranties
18
       
ARTICLE IV Miscellaneous Provisions
19
       
 
Section 4.01.
Reserved.
19
 
Section 4.02.
Ratification of Indenture
19
 
Section 4.03.
Future Funding Deposit.
19
 
Section 4.04.
Counterparts
19
 
Section 4.05.
Governing Law
19
 
Section 4.06.
Beneficiaries
19
 
Section 4.07.
Limited Recourse
20
 
Section 4.08.
Notice to the Rating Agency
20
 
Section 4.09.
Co-Issuer Status
20

Exhibits
   
EXHIBIT A
Additional Representations and Warranties
     
Schedules
 
SCHEDULE I-A
Properties / Tenants
SCHEDULE I-B
Mortgage Loans
SCHEDULE I-C
Representations and Warranties Exception Schedule
SCHEDULE II
Reserved
SCHEDULE III-A
Reserved
SCHEDULE III-B
Amortization Schedule (Series 2013-1 Notes)
SCHEDULE III-C
Amortization Schedule (Series 2013-2 Notes)
SCHEDULE III-D
Amortization Schedule (Series 2013-3 Notes)
SCHEDULE III-E
Amortization Schedule (Series 2014-1 Notes)
SCHEDULE III-F
Amortization Schedule (Series 2015-1 Notes)
SCHEDULE III-G
Amortization Schedule (Series 2016-1 Notes)
SCHEDULE III-H
Amortization Schedule (Series 2018-1 Class A-1 (AAA) Notes)
SCHEDULE III-I
Amortization Schedule (Series 2018-1 Class A-2 (AAA) Notes)
SCHEDULE III- J
Amortization Schedule (Series 2018-1 Class A-3 (A+) Notes)
SCHEDULE III-K
Amortization Schedule (Series 2018-1 Class A-4 (A+) Notes)
SCHEDULE III-L
Amortization Schedule (Series 2018-1 Class B Notes)

SERIES 2018-1 SUPPLEMENT, dated as of October 22, 2018 (the “ Series 2018-1 Supplement ”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC (each an “ Issuer ” and together, the “ Issuers ”) and the Indenture Trustee.

Pursuant to this Series 2018-1 Supplement to the Sixth Amended and Restated Master Indenture (the “ Master Indenture ”), dated as of October 22, 2018, among the Issuers and the Indenture Trustee, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “ Series 2018-1 Notes ”), which consists of the Series 2018-1 Class A-1 (AAA) Notes, the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-3 (A+) Notes, the Series 2018-1 Class A-4 (A+) Notes and the Series 2018-1 Class B Notes (each, as defined below), and specify the Principal Terms thereof.

Pursuant to the Fifth Amended and Restated Master Indenture, dated as of October 18, 2016, as supplemented by the Series 2012-1 Supplement (as amended by the Omnibus Amendment Number One, dated May 4, 2017 (the “ Omnibus Amendment ”), among the Issuers and the Indenture Trustee, the “ Series 2012-1 Supplement ”), dated as of August 23, 2012, among STORE Master Funding I, LLC and the Indenture Trustee, as further supplemented by the Series 2013-1 Supplement (as amended by the Omnibus Amendment, “ Series 2013-1 Supplement ”), dated as of March 27, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC and the Indenture Trustee, as further supplemented by the Series 2013-2 Supplement (as amended by the Omnibus Amendment, “ Series 2013-2 Supplement ”), dated as of July 25, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and the Indenture Trustee, as further supplemented by the Series 2013-3 Supplement (as amended by the Omnibus Amendment, “ Series 2013-3 Supplement ”), dated as of December 3, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC and the Indenture Trustee, as further supplemented by the Series 2014-1 Supplement (as amended by the Omnibus Amendment, “ Series 2014-1 Supplement ”), dated as of May 6, 2014, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and the Indenture Trustee, as further supplemented by the Series 2015-1 Supplement (as amended by the Omnibus Amendment, “ Series 2015-1 Supplement ”), dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and the Indenture Trustee, and as further supplemented by the Series 2016-1 Supplement (as amended by the Omnibus Amendment, “ Series 2016-1 Supplement ”), dated as of October 18, 2016, among the Issuers and the Indenture Trustee, the Issuers issued the Net-Lease Mortgage Notes, Series 2016-1 (the “ Series 2016-1 Notes ”), with an initial series principal balance equal to $355,000,000.

2
Pursuant to the Fourth Amended and Restated Master Indenture, dated as of April 16, 2015, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement, as further supplemented by the Series 2013-2 Supplement, as further supplemented by the Series 2013-3 Supplement, as further supplemented by the Series 2014-1 Supplement and as further supplemented by the Series 2015-1 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and STORE Master Funding VI, LLC issued the Net-Lease Mortgage Notes, Series 2015-1 (the “ Series 2015-1 Notes ”), with an initial series principal balance equal to $395,000,000.

Pursuant to the Third Amended and Restated Master Indenture, dated as of May 6, 2014, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement, as further supplemented by the Series 2013-2 Supplement, as further supplemented by the Series 2013-3 Supplement, as further supplemented by the Series 2014-1 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC and STORE Master Funding V, LLC issued the Net-Lease Mortgage Notes, Series 2014-1 (the “ Series 2014-1 Notes ”), with an initial series principal balance equal to $277,500,000.

Pursuant to the Second Amended and Restated Master Indenture, dated as of December 3, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement, as further supplemented by the Series 2013-2 Supplement and as further supplemented by the Series 2013-3 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and STORE Master Funding IV, LLC issued the Net-Lease Mortgage Notes, Series 2013-3 (the “ Series 2013-3 Notes ”), with an initial series principal balance equal to $190,000,000.

Pursuant to the Amended and Restated Master Indenture (the “ Amended and Restated Master Indenture ”), dated as of March 27, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement and as further supplemented by the Series 2013-2 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC and STORE Master Funding III, LLC issued the Net-Lease Mortgage Notes, Series 2013-2 (the “ Series 2013-2 Notes ”), with an initial series principal balance equal to $218,500,000.

Pursuant to the Amended and Restated Master Indenture, as supplemented by the Series 2012-1 Supplement and as further supplemented by the Series 2013-1 Supplement, STORE Master Funding I, LLC and STORE Master Funding II, LLC issued the Net-Lease Mortgage Notes, Series 2013-1 (the “ Series 2013-1 Notes ”), with an initial series principal balance equal to $270,000,000.

Pursuant to the Master Indenture, dated as of August 23, 2012, among STORE Master Funding I, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, STORE Master Funding I, LLC issued the Net-Lease Mortgage Notes, Series 2012-1 (the “ Series 2012-1 Notes ”), with an initial series principal balance equal to $229,500,000.

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Pursuant to the Indenture, the Issuers, together with any applicable co-issuers, may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a related Series Supplement to the Indenture.

ARTICLE I

DEFINITIONS

Section 1.01.            Definitions .

Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Master Indenture or in the Property Management Agreement, as applicable.

“ Accrual Period ”:  With respect to the Series 2018-1 Notes and any Payment Date, the period from and including the immediately preceding Payment Date (or, with respect to the initial Accrual Period, from and including the Series Closing Date) to, but excluding, such Payment Date.

“ Allocated Loan Amount ”:  As defined in the Property Management Agreement.

“ Allocated Release Amount ”:  For a Released Asset (other than any Delinquent Asset or Defaulted Asset purchased by the Special Servicer or the Property Manager or any assignee thereof or sold to a STORE SPE), an amount equal to the lesser of (A) the Fair Market Value of such Released Asset and (B) one hundred fifteen percent (115%) of the Allocated Loan Amount of such Released Asset.

“ Anticipated Repayment Date ”:  With respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3(A+) Notes, the Payment Date occurring in October 2024.  The Anticipated Repayment Date for the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-4 (A+) Notes and the Series 2018-1 Class B Notes is the Payment Date occurring in October 2027.

“ Collateral Defect ”:  As defined in the Property Management Agreement.

“ Controlling Party ”:  With respect to the Series 2018-1 Notes, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes, or, if such Series 2018-1 Class A (AAA) Notes have been paid in full, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes, or, if such Series 2018-1 Class A (A+) Notes have been paid in full, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class B Notes.

“ Early Amortization Period ”:  With respect to the Series 2018-1 Notes, (a) as defined in the Master Indenture and (b) in the event that the Issuers do not repay the Outstanding Principal Balance of the Series 2018-1 Notes in full on or prior to the applicable Anticipated Repayment Date commencing on the applicable Anticipated Repayment Date.

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“ Early Refinancing Notice Date ”:  As defined in Section 2.05 .

“ Early Refinancing Prepayment ”:  As defined in Section 2.05 .

“ Future Funding Deposit ”:  As defined in Section 4.03(a) .

“ Guaranty ”:  With respect to the Series 2018-1 Notes, t he Guaranty, dated as of August 23, 2012, by STORE Capital in favor of the Indenture Trustee and the Collateral Agent, for the benefit of the Noteholders, as may be amended or restated from time to time.

“ Indenture ”:  With respect to the Series 2018-1 Notes, the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, as supplemented by the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the Series 2014-1 Supplement, the Series 2015-1 Supplement, the Series 2016-1 Supplement, this Series 2018-1 Supplement and any other Series Supplement, as applicable, each as may be amended or supplemented from time to time.

“ Indenture Trustee Fee Rate ”: With respect to the Series 2018-1 Notes, 0.0095%.

“ Initial Principal Balance ”:  With respect to each Class of the Series 2018-1 Notes, as set forth on the table in Section 2.01(a) hereof.

“ Initial Purchaser ”:  Each of Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co.

“ Issuer Interests ”:  The limited liability company interests of STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and STORE Master Funding VII, LLC.

“ Issuer Member ”:  With respect to the Series 2018-1 Notes, STORE Capital Acquisitions, LLC.

“ Limited Liability Company Agreement ”:  (i) The Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding I, LLC, dated as of November 14, 2013; (ii) the Third Amended and Restated Limited Liability Company Agreement of STORE Master Funding II, LLC, dated as of November 14, 2013; (iii) the Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding III, LLC, dated as of November 14, 2013; (iv) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding IV, LLC, dated as of November 14, 2013; (v) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding V, LLC, dated as of April 28, 2014; (vi) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding VI, LLC, dated as of April 15, 2015; and (vii) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding VII, dated as of October 13, 2016, LLC, each as may be amended or restated from time to time.

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“ Make Whole Amount ”:  With respect to the Series 2018-1 Notes and any Payment Date (I) upon which any Unscheduled Principal Payment related to any Third Party Option Price received as a result of a Third Party Purchase Option, Payoff Amounts received in connection with releases and sales of Leases and Properties, any proceeds derived from each un-leased Property (exclusive of related operating costs, including certain reimbursements payable to the Property Manager in connection with the operation and disposition of such un-leased Property), or any other amount disbursed from the Release Account to the Collection Account relating to Released Assets, shall be paid pursuant to Section 2.02 of this Series Supplement or (II) (x) with respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3 (A+) Notes, that occurs more than twenty-four (24) months prior to the Anticipated Repayment Date for such Class of Series 2018-1 Notes or (y) with respect to the Series 2018-1 Class A-2 (AAA) Notes and the Series 2018-1 Class A-4 (A+) Notes, that occurs more than thirty-six (36) months prior to the Anticipated Repayment Date for such Class of Series 2018-1 Notes, upon which a Voluntary Prepayment is made, the payment due to each Series 2018-1 Noteholder in an amount not less than zero (as calculated two (2) Business Days prior to such Payment Date) equal to: the product of (1) the Applicable Paydown Percentage and (2)(A) using the Reinvestment Yield, the sum of the present values of the scheduled payments of principal and interest remaining until the applicable Anticipated Repayment Date (calculated prior to the application of the Voluntary Prepayment or Unscheduled Principal Payment, as applicable), minus (B) the amount of principal repaid by the Voluntary Prepayment or Unscheduled Principal Payment, as applicable.

“ Maximum Property Concentrations ”:  With respect to any Determination Date and any concentration set forth below, means a percentage equal to the aggregate Allocated Loan Amounts in such concentration over the aggregate Allocated Loan Amounts of the Collateral Pool: (a) with respect to the Other Amusement and Recreation Industries (7139) industry group from the North American Industry Classification System as of any Determination Date, a percentage equal to 20.0%, and (b) in the case of any other industry group from the North American Industry Classification System (other than Restaurants and Other Eating Places, so long as no related Restaurant Concept exceeds 12.5% of the Allocated Loan Amount of the Collateral Pool) as of any Determination Date, a percentage no greater than 15.0% as of such Determination Date; (ii) with respect to any Tenant (including affiliates thereof), (a) in the case of the largest Tenant (including affiliates thereof) as of any Determination Date, a percentage equal to 12.5% and (b) in the case of the 5 largest Tenants (including affiliates thereof) as of any Determination Date, an aggregate percentage equal to 45% as of such Determination Date; (iii) (a) with respect to Properties located in any state (other than Texas, Illinois and Tennessee) as of any Determination Date, a percentage equal to 12.5%; (b) with respect to Properties located in Illinois or Tennessee as of any Determination Date, a percentage equal to 15.0% as of such Determination Date and (c) with respect to Properties located in Texas as of any Determination Date, a percentage equal to 27.5% as of such Determination Date; (iv) with respect to Properties with a 4-Wall FCCR less than 1.4x as of any Determination Date, a percentage equal to 12.0% as of such Determination Date; (v) with respect to ground leases as of any Determination Date, a percentage equal to 2% as of such Determination Date; (vi) with respect to Tenants which pay Percentage Rent only as of any Determination Date, a percent equal to 2.0% as of such Determination Date; (vii) with respect to Properties with less than 12 months of operating history at such location as of any Determination Date, a percentage equal to 10.0% as of such Determination Date and (viii) (a) with respect to Mortgage Loans, as of any Determination Date prior to a New Issuance, a percentage no greater than 0.0% as of such Determination Date and (b) with respect to Mortgage Loans, as of any Determination Date on or after the date of the first New Issuance, a percentage no greater than 20.0% as of such Determination Date.

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“ Note Interest ”:  The Series 2018-1 Class A-1 (AAA) Note Interest, the Series 2018-1 Class A-2 (AAA) Note Interest, the Series 2018-1 Class A-3 (A+) Note Interest, the Series 2018-1 Class A-4 (A+) Note Interest or the Series 2018-1 Class B Note Interest, as applicable.

“ Note Rate ”:  The Series 2018-1 Class A-1 (AAA) Note Rate, the Series 2018-1 Class A-2 (AAA) Note Rate, the Series 2018-1 Class A-3 (A+) Note Rate, the Series 2018-1 Class A-4 (A+) Note Rate or the Series 2018-1 Class B Note Rate, as applicable.

“ Post-ARD Additional Interest Rate ”:  With respect to the Series 2018-1 Notes, a rate determined by the Property Manager to be the greater of (i) 5.0% and (ii) the applicable Post-ARD Reset Rate.

“ Post-ARD Reset Rate ”:  With respect to the Series 2018-1 Notes, the positive amount (expressed as a rate per annum), if any, by which (i) the sum of (A) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the applicable Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years, plus (B) 5.0%, plus (C) the applicable Post-ARD Spread exceeds (ii) the applicable Note Rate.

“ Post-ARD Spread ”:  (i) With respect to the Series 2018-1 Class A-1 (AAA) Notes, a percentage equal to 0.85%, (ii) with respect to the Series 2018-1 Class A-2 (AAA) Notes, a percentage equal to 1.15%, (iii) and with respect to the Series 2018-1 Class A-3 (A+) Notes, a percentage equal to 1.30%, (iv) with respect to the Series 2018-1 Class A-4 (A+) Notes, a percentage equal to 1.60% and (v) with respect to the Series 2018-1 Class B Notes, a percentage equal to 2.60%; provided , however , that with respect to the Series 2018-1 Class B Notes, such rate may be reset by the Issuers in the future.

“ Private Placement Memorandum ”:  With respect to the Series 2018-1 Notes, the Private Placement Memorandum dated October 1, 2018.

“ Qualified Release Amount ”: A portion of the Collateral Pool that may be released in connection with an Early Refinancing Prepayment, applying a Release Price equal to the greater of Fair Market Value and one hundred twenty-five percent (125%) of the Allocated Loan Amount of the Properties, Hybrid Leases and/or Loans being released, that in the aggregate is no greater than the dollar amount of the Notes being prepaid in connection with such Early Refinancing Prepayment.

“ Rated Final Payment Date ”:  With respect to the Series 2018-1 Notes, the Payment Date occurring in October 2048.

“ Reinvestment Yield ”:  With respect to any Class of Series 2018-1 Notes, the yield on United States Treasury Securities having the closest maturity (month and year) to the weighted average life of such Class of Notes as of such Payment Date, based on the Anticipated Repayment Date of such Class of Notes (prior to the application of any Voluntary Prepayment or Unscheduled Principal Payment with respect thereto; if more than one such quoted United States Treasury Security has the same maturity date, then the yield of the United States Treasury Security quoted closest to par), plus 0.50%.

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“ Scheduled Class A-1 (AAA) Principal Balance ”:  With respect to any Payment Date and the Series 2018-1 Class A-1 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-H .

“ Scheduled Class A-1 (AAA) Principal Payment ”: With respect to each Payment Date and the Series 2018-1 Class A-1 (AAA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-1 (AAA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-1 (AAA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-1 (AAA) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal Balance of the Series 2018-1 Class A-1 (AAA) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-1 (AAA) Principal Balance for the prior Payment Date

“ Scheduled Class A-2 (AAA) Principal Balance ”:  With respect to any Payment Date and the Series 2018-1 Class A-2 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-I .

“ Scheduled Class A-2 (AAA) Principal Payment ”: With respect to each Payment Date and the Series 2018-1 Class A-2 (AAA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-2 (AAA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-2 (AAA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-2 (AAA) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-2 (AAA) Principal Balance for the prior Payment Date.

“ Scheduled Class A-3 (A+) Principal Balance ”:  With respect to any Payment Date and the Series 2018-1 Class A-3 (A+) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-J .

“ Scheduled Class A-3 (A+) Principal Payment ”: With respect to each Payment Date and the Series 2018-1 Class A-3 (A+) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-3 (A+) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-3 (A+) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-3 (A+) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal Balance of the Series 2018-1 Class A-3 (A+) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-3 (A+) Principal Balance for the prior Payment Date.

“ Scheduled Class A-4 (A+) Principal Balance ”:  With respect to any Payment Date and the Series 2018-1 Class A-4 (A+) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-K .

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“ Scheduled Class A-2 (A+) Principal Payment ”: With respect to each Payment Date and the Series 2018-1 Class A-4 (A+) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-4 (A+) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-4 (A+) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-4 (A+) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-4 (A+) Principal Balance for the prior Payment Date.

“ Scheduled Class B Principal Balance ”:  With respect to any Payment Date and the Series 2018-1 Class B Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-L .

“ Scheduled Class B Principal Payment ”: With respect to each Payment Date and the Series 2018-1 Class B Notes, an amount equal to (i) on any Payment Date prior to the Anticipated Repayment Date, zero dollars ($0) and (ii) on the Anticipated Repayment Date, the Outstanding Principal Balance of the Series 2018-1 Class B Notes.

“ Scheduled Series Principal Balance ”:  With respect to any Payment Date, the sum of the Scheduled Class A-1 (AAA) Principal Balance, the Scheduled Class A-2 (A+) Principal Balance and the Scheduled Class B Principal Balance.

 “ Series 2018-1 Class A (AAA) Notes ”:  Collectively, the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes.

“ Series 2018-1 Class A (A+) Notes ”:  Collectively, the Series 2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes.

“ Series 2018-1 Class A (AAA) Noteholder ”: With respect to any Series 2018-1 Class (AAA) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class A (A+) Noteholder ”: With respect to any Series 2018-1 Class A (A+) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class A-1 (AAA) Noteholder ”: With respect to any Series 2018-1 Class A-1 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class A-1 (AAA)   Note Interest ”:  On any Payment Date for the Series 2018-1 Class A-1 (AAA) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-1 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-1 (AAA) Notes before giving effect to any payments of principal on such Payment Date.

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“ Series 2018-1 Class A-1 (AAA) Note Rate ”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-1 (AAA) Notes.

“ Series 2018-1 Class A-1 (AAA) Notes ”: Any of the Series 2018-1 Class A-1 (AAA) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2, A-3, A-4 or A-5 attached to the Indenture.

“ Series 2018-1 Class A-2 (AAA) Noteholder ”: With respect to any Series 2018-1 Class A-2 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class A-2 (AAA)   Note Interest ”:  On any Payment Date for the Series 2018-1 Class A-2 (AAA) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-2 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes before giving effect to any payments of principal on such Payment Date.

“ Series 2018-1 Class A-2 (AAA) Note Rate ”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-2 (AAA) Notes.

“ Series 2018-1 Class A-2 (AAA) Notes ”: Any of the Series 2018-1 Class A-2 (AAA) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2, A-3, A-4 or A-5 attached to the Indenture.

“ Series 2018-1 Class A-3 (A+) Noteholder ”: With respect to any Series 2018-1 Class A-3 (A+) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class A-3 (A+) Note Interest ”:  On any Payment Date for the Series 2018-1 Class A-3 (A+) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-3 (A+) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-3 (A+) Notes before giving effect to any payments of principal on such Payment Date.

“ Series 2018-1 Class A-3 (A+) Note Rate ”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-3 (A+) Notes.

“ Series 2018-1 Class A-3 (A+) Notes ”: Any of the Series 2018-1 Class A-3 (A+) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2, A-3, A-4 or A-5 attached to the Indenture.

“ Series 2018-1 Class A-4 (A+) Noteholder ”: With respect to any Series 2018-1 Class A-4 (A+) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

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“ Series 2018-1 Class A-4 (A+) Note Interest ”:  On any Payment Date for the Series 2018-1 Class A-4 (A+) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-4 (A+) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes before giving effect to any payments of principal on such Payment Date.

“ Series 2018-1 Class A-4 (A+) Note Rate ”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-4 (A+) Notes.

“ Series 2018-1 Class A-4 (A+) Notes ”: Any of the Series 2018-1 Class A-4 (A+) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2, A-3, A-4 or A-5 attached to the Indenture.

 “ Series 2018-1 Class B Noteholder ”: With respect to any Series 2018-1 Class B Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“ Series 2018-1 Class B Note Interest ”:  On any Payment Date for the Series 2018-1 Class B Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class B Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class B Notes before giving effect to any payments of principal on such Payment Date.

“ Series 2018-1 Class B Note Rate ”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class B Notes; provided , however , that such annual rate may be reset by the Issuers in the future so long as such reset Note Rate does not exceed the Note Rate Series 2018-1 Class B Notes applicable on the date hereof.

“ Series 2018-1 Class B Notes ”: Any of the Series 2018-1 Class B Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2, A-3, A-4 or A-5 attached to the Indenture.

“ Series 2018-1 Note ”: Any of the Series 2018-1 Class A-1 (AAA) Notes, Series 2018-1 Class A-2 (AAA) Notes, Series 2018-1 Class A-3 (A+) Notes, Series 2018-1 Class A-4 (A+) Notes and Series 2018-1 Class B Notes.

“ Series 2018-1 Noteholder ”:  Any of the Series 2018-1 Class A-1 (AAA) Noteholders, Series 2018-1 Class A-2 (AAA) Noteholders, Series 2018-1 Class A-3 (A+) Noteholders, Series 2018-1 Class A-4 (A+) Noteholders and Series 2018-1 Class B Noteholders.

“ Series 2018-1 Redemption Date ”:  As defined in Section 2.03(a) .

“ Series Closing Date ”:  October 22, 2018.

“ Series Disposition Period Date ”:  As defined in Section 2.01(f) .

“ Triple A Release Event ”:  As defined in Section 2.06 .

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“ Unscheduled Principal Payment ”:  With respect to any Payment Date, the sum of (A) all Unscheduled Proceeds (other than any Unscheduled Proceeds described in clause (vii) of the definition thereof) that are deposited into the Collection Account for such Payment Date and (B) all Allocated Release Amounts associated with any Release Price deposited into the Collection Account (including Allocated Release Amounts disbursed from the Release Account to the Collection Account) during the related Collection Period.

ARTICLE II

CREATION OF THE SERIES 2018-1 NOTES; PAYMENTS ON THE SERIES 2018-1 NOTES

Section 2.01.            Designation .

(a)                          There is hereby created a Series of Notes consisting of the Series 2018-1 Class A-1 (AAA) Notes, the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-3 (A+) Notes, the Series 2018-1 Class A-4 (A+) Notes and the Series 2018-1 Class B Notes to be issued by the Issuers pursuant to the Indenture and this Series 2018-1 Supplement to be known as “Net-Lease Mortgage Notes, Series 2018-1.”  The Series 2018-1 Notes shall have the following Class Designations, Initial Principal Balances, Note Rates and Ratings:

Class Designation
 
Initial
Principal Balance
   
Note Rate
 
Ratings (S&P)
Series 2018-1 Class A-1 (AAA) Notes
 
$
150,000,000
     
3.96
%
AAA(sf)
Series 2018-1 Class A-2 (AAA) Notes
 
$
228,000,000
     
4.29
%
AAA(sf)
Series 2018-1 Class A-3 (A+) Notes
 
$
50,000,000
     
4.40
%
A+(sf)
Series 2018-1 Class A-4 (A+) Notes
 
$
164,000,000
     
4.74
%
A+(sf)
Series 2018-1 Class B Notes
 
$
34,000,000
     
5.72
% 1
BBB(sf)

1 The Note Rate with respect to the Series 2018-1 Class B Notes may be reset by the Issuers in the future, subject to the restrictions set forth in this Indenture.

The Note Interest with respect to the Series 2018-1 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The Series 2018-1 Notes shall not have preference or priority over the Notes of any other Series except to the extent set forth in the Indenture.  The Series 2018-1 Notes shall not be subordinate to any other Series.

(b)                            The initial Payment Date with respect to the Series 2018-1 Notes shall be the Payment Date occurring in November 2018.  The Rated Final Payment Date with respect to the Series 2018-1 Notes shall be on the Payment Date in October 2048.

(c)                             The initial Collection Period with respect to the Series 2018-1 Notes shall be the period commencing on the Series Closing Date and ending on the Determination Date in November 2018.

(d)                            On the Series Closing Date, (1) the Series 2018-1 Class A Notes shall be issued in the form of Book-Entry Notes and (2) the Series 2018-1 Class B Notes offered and sold shall be issued in the form of Definitive Notes.  For the avoidance of doubt, the Series 2018-1 Notes may be transferred in accordance with Article II of the Master Indenture, subject to the additional requirements set forth herein.

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(e)                      Each statement, notice or other document related to the Series 2018-1 Notes required to be provided to any applicable Rating Agency pursuant to Sections 5.14 or 6.02 of the Master Indenture via email shall be sent to the following address: servicer_reports@sandp.com.

(f)                              The “ Series Disposition Period Date ” with respect to the Series 2018-1 Notes shall be the Payment Date occurring in October 2045 .

Section 2.02.            Payments on the Series 2018-1 Notes .  On each Payment Date, the Indenture Trustee will apply and distribute the Series Available Amount with respect to the Series 2018-1 Notes for such Payment Date for the following purposes and in the following order of priority:

(1)            on a pro rata basis, (a) to the Series 2018-1 Class A-1 (AAA) Noteholders, the Series 2018-1 Class A-1 (AAA) Note Interest, plus unpaid Series 2018-1 Class A-1 (AAA) Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class A-1 (AAA) Note Interest at the Series 2018-1 Class A-1 (AAA) Note Rate, and (b) to the holders of the Series 2018-1 Class A-2 (AAA) Notes, the Note Interest with respect to the Series 2018-1 Class A-2 (AAA) Notes, plus unpaid Note Interest with respect to the Series 2018-1 Class A-2 (AAA) Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Series 2018-1 Class A-2 (AAA) Notes;

(2)            on a pro rata basis, (a) to the Series 2018-1 Class A-3 (A+) Noteholders, the Series 2018-1 Class A-3 (A+) Note Interest, plus unpaid Series 2018-1 Class A-3 (A+) Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class A-2 (A+) Note Interest at the Series 2018-1 Class A-3 (A+) Note Rate, and (b) to the Series 2018-1 Class A-4 (A+) Noteholders, the Note Interest with respect to the Series 2018-1 Class A-4 (A+) Notes, plus unpaid Note Interest with respect to the Series 2018-1 Class A-4 (A+) Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Series 2018-1 Class A-4 (A+) Notes;

(3)            to the Series 2018-1 Class B Noteholders, the Series 2018-1 Class B Note Interest, plus unpaid Series 2018-1 Class B Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class B Note Interest at the Series 2018-1 Class B Note Rate;

13
(4)            (a) so long as no Early Amortization Period or Event of Default has occurred and is continuing, on a pro rata basis, (i) to the Series 2018-1 Class A-1 (AAA) Noteholders, an amount equal to the Scheduled Class A-1 (AAA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-1 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-1 (AAA) Notes has been reduced to zero) and (ii) to the Series 2018-1 Class A-2 (AAA) Noteholders, an amount equal to the Scheduled Class A-2 (AAA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes has been reduced to zero), or (b) if an Early Amortization Period or Indenture Event of Default has occurred and is continuing, on a pro rata basis (based on the Outstanding Principal Balance of each Class as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes), to the Series 2018-1 Class A-1 (AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes has been reduced to zero;

(5)            (a) so long as no Early Amortization Period or Event of Default has occurred and is continuing, on a pro rata basis, (i) to the Series 2018-1 Class A-3 (A+) Noteholders, an amount equal to the Scheduled Class A-3 (A+) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-3 (A+) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-3 (A+) Notes has been reduced to zero) and (ii) to the Series 2018-1 Class A-4 (A+) Noteholders, an amount equal to the Scheduled Class A-4 (A+) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes has been reduced to zero), or (b) if an Early Amortization Period or Indenture Event of Default has occurred and is continuing, on a pro rata basis (based on the Outstanding Principal Balance of each Class as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes), to the Series 2018-1 Class A-3 (A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes has been reduced to zero;

(6)             (a) so long as no Early Amortization Period or Event of Default has occurred and is continuing, to the Series 2018-1 Class B Noteholders, an amount equal to the Scheduled Class B Principal Payment and the Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date remaining after distributions to the Series 2018-1 Class A-1 (AAA), the Series 2018-1 Class A-2 (AAA) Notes, Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes, respectively, pursuant to clauses 4(a) and 5(a) above, if any; or (b) if an Early Amortization Period or an Event of Default has occurred and is continuing, to the Series 2018-1 Class B Noteholders, all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2018-1 Class B Notes has been reduced to zero;

14
(7)            to the Series 2018-1 Class A-1 (AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders, pro rata , based on the amount payable, the Make Whole Amount allocated to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes, if any, due on such Payment Date;

(8)            to the Series 2018-1 Class A-3 (A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders, pro rata , based on the amount payable, the Make Whole Amount allocated to the Series 2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes, if any, due on such Payment Date;

(9)             to the Series 2018-1 Class B Noteholders, the Make Whole Amount allocated to the Series 2018-1 Class B Notes, if any, due on such Payment Date;

(10)          to the Series 2018-1 Class A-1 (AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders, pro rata , based on the amount payable, any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes on such Payment Date;

(11)          to the Series 2018-1 Class A-3 (A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders, pro rata , based on the amount payable, any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due to the Series 2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes on such Payment Date;

(12)            to the Series 2018-1 Class B Noteholders, any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due to the Series 2018-1 Class B Notes on such Payment Date; and

(13)            to the Issuers, all remaining Series Available Amounts.

Section 2.03.            Redemption of the Series 2018-1 Notes .

(a)                            The Issuers may, at their option, elect to purchase the Outstanding Principal Balance of the Series 2018-1 Notes, in whole or in part, on any Business Day commencing with the Series Closing Date (such date, the “ Series 2018-1 Redemption Date ”) in an amount sufficient to pay (i) the then Outstanding Principal Balance of the Series 2018-1 Notes, plus all accrued and unpaid interest thereon, (ii) all amounts related to the Series 2018-1 Notes that are outstanding to the Indenture Trustee, the Property Manager, the Special Servicer and the Back-Up Manager, and (iii) the required Make Whole Amount, if applicable, by giving written notice to the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Rating Agencies no less than fifteen (15) days prior to the Series 2018-1 Redemption Date; provided , however , such notice may be a revocable notice and may be withdrawn up to four (4) Business Days prior to such Series 2018-1 Redemption Date.  The Issuers may purchase the Outstanding Principal Balance of the Series 2018-1 Notes, in part, so long as the Issuers shall also purchase a pro rata amount of the Outstanding Principal Balance of each other Outstanding Series of Notes.

15
(b)                           On any Business Day that is less than or equal to (x) with respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3 (A+) Notes, twenty-four (24) months prior to the Anticipated Repayment Date of such Class of Series 2018-1 Notes or (y) with respect to the Series 2018-1 Class A-2 (AAA) Notes and the Series 2018-1 Class A-4 (A+) Notes, thirty-six (36) months prior to the Anticipated Repayment Date of such Class of Series 2018-1 Notes, the Issuers may purchase the Outstanding Principal Balance of any such Class of Series 2018-1 Notes, in whole, without purchasing the Outstanding Principal Balance of any other Class of Notes; provided , however , except in connection with a Series Collateral Release, unless the Issuers purchase the Outstanding Principal Balance of all Outstanding Series of Notes, the Issuers may not purchase the Outstanding Principal Balance of any Class of Series 2018-1 Notes, in whole, if there shall be Outstanding (i) any other Series 2018-1 Notes or (ii) a Class of any other Series, in each case, with a higher alphabetical designation and an Anticipated Repayment Date that is the same as, or sooner than, the Anticipated Repayment Date of the Class of Notes being prepaid.  For the avoidance of doubt, proceeds from a Series Collateral Release shall not be used for a Voluntary Prepayment in connection with a partial prepayment of the Series 2018-1 Notes or the Notes of any other Series.

(c)                          In the event a prepayment option is exercised pursuant to Section 2.03(a) above, the Issuers shall deposit into the Collection Account not later than the applicable Series 2018-1 Redemption Date an amount in immediately available funds equal to the amount described in Section 2.03(a) .  Upon confirmation that such deposit has been made, the Indenture Trustee shall: (1) remit principal amounts set forth under Section 2.03(a)(i) above, pro rata , to the Series 2018-1 Noteholders based on their respective Outstanding Principal Balances, and shall remit interest amounts set forth under Section 2.03(a)(i) above in accordance with the respective accrued and unpaid amounts to which they are then entitled to payment; (2) pay all amounts set forth under Section 2.03(a)(ii) above to each applicable party as set forth in the applicable notice of redemption provided by the Issuers pursuant to this Section 2.03 ; and (3) remit the Make Whole Amount set forth under Section 2.03(a)(iii) , if applicable, pro rata , to the Series 2018-1 Noteholders based on their respective Outstanding Principal Balances.

(d)                         In the event the Issuers elect to prepay a Class of the Series 2018-1 Notes pursuant to Section 2.03(b) above, the Issuers shall deposit into the Collection Account not later than the applicable Series 2018-1 Redemption Date an amount in immediately available funds equal to the amounts described in Section 2.03(a)(i) , (ii) and (iii) above.  Upon confirmation that such deposit has been made, the Indenture Trustee shall remit such principal amounts, interest amounts and Make Whole Amounts to which such Noteholders are then entitled, as set forth in the applicable notice of redemption provided by the Issuers pursuant to Section 2.03(a) .

(e)                            In the event the Issuers elect to prepay a Series of Notes in full in connection with a Series Collateral Release, any Series Collateral Release Price received in connection with such Series Collateral Release shall be deposited into the Collection Account and applied by the Indenture Trustee on the date of such Series Collateral Release, to prepay in full one or more Series of Notes as designated by the Issuers in accordance with the terms hereof.  For the avoidance of doubt, any Series Collateral Release Price shall not be used for a Voluntary Prepayment in connection with a partial prepayment of the Series 2018-1 Notes or the Notes of any other Series pursuant to this Section 2.03 .

16
Section 2.04.            Exceptions to Payment of Make Whole Amount.

With respect to the Series 2018-1 Notes, no Make Whole Amount shall be due with respect to (i) any portion of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes that is actually paid on the related Payment Date consisting of Insurance Proceeds, Condemnation Proceeds, Early Refinancing Prepayments made in connection with a Qualified Deleveraging Event, amounts disbursed to the Payment Account from the DSCR Reserve Account, or amounts received in respect of a Specially Managed Unit or a repurchase due to a Collateral Defect or (ii) Allocated Release Amounts in an aggregate amount up to ten percent (10%) of the Initial Principal Balance of the Series 2018-1 Notes; provided , however , that when combined with any Early Refinancing Prepayments since the Series Closing Date, such Allocated Release Amounts shall not exceed thirty-five percent (35%) of the Initial Principal Balance of the Series 2018-1 Notes (and for any amount of Allocated Release Amounts and Early Refinancing Prepayments that do exceed thirty-five percent (35%), a Make Whole Amount shall be due).

Section 2.05.            Early Refinancing Prepayment.

The Issuers have the right to make a Voluntary Prepayment of the Series 2018-1 Notes in accordance with the requirements set forth in this Section 2.05 (an “ Early Refinancing Prepayment ”), provided that such Voluntary Prepayment (i) occurs on a Business Day that is greater than twenty-four (24) months after the Series Closing Date, (ii) is made with funds obtained from a Qualified Deleveraging Event, (iii) where the Issuers have provided no less than thirty (30) days’ notice to the Noteholders (such date, the “ Early Refinancing Notice Date ”) and (iv) where such Voluntary Prepayment occurs no later than twelve (12) months following the Early Refinancing Notice Date; provided , that the maximum Early Refinancing Prepayments permitted to be made on any Business Day is an amount equal to (A) thirty-five percent (35%) of the Initial Principal Balance of the Series 2018-1 Notes, minus (B) the aggregate amount of Allocated Release Amounts and Early Refinancing Prepayments previously made since the Series Closing Date.

Section 2.06.            Triple A Release Event

In the event that any Series 2018-1 Class A (AAA) Notes remain outstanding on the Payment Date in September 2033, and an Early Amortization Period is in effect, the Property Manager shall be required to use commercially reasonable efforts to sell Hybrid Leases, Loans or Properties in an amount equal to 25% of the Aggregate Collateral Value, taking into account the sum of the Collateral Value of all Released Assets released since August 23, 2012 by paying the Release Price (such occurrence, a “ Triple A Release Event ”).  Any Release Price collected in connection with a Triple A Release Event pursuant to this Section 2.06 , together with any other amounts on deposit in the Release Account at such time, shall be deposited as Unscheduled Proceeds into the Collection Account and shall be included in the Available Amount on the following Payment Date to be applied as Unscheduled Principal Payments, in accordance with the Property Management Agreement.

17
ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.           Representations and Warranties .

(a)                          The Issuers and the Indenture Trustee hereby restate as of the Series Closing Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Section 2.19, Section 2.20, Section 2.21, Section 2.22, Section 5.06 and Section 9.04, as applicable, of the Master Indenture.

(b)                             Each of the Issuers and the Indenture Trustee hereby represents and warrants to each other as of the Series Closing Date:

(i)             it has full corporate power and authority to execute, deliver and perform under this Series 2018-1 Supplement, and to consummate the transactions set forth herein.  The consummation of the transactions contemplated by this Series 2018-1 Supplement is in the ordinary course of its business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party or the enforceability of any of the Transaction Documents.  The execution, delivery and performance by it of this Series 2018-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action.  This Series 2018-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms; and

(ii)             No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance by it of this Series 2018-1 Supplement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.

Section 3.02.            Conditions Precedent Satisfied .  The Issuers hereby represent and warrant to the Series 2018-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, each of the conditions precedent set forth in the Master Indenture, including but not limited to those conditions precedent set forth in Section 2.04(e) thereof, have been satisfied.

Section 3.03.            Collateral Representations and Warranties .  The Issuers hereby represent and warrant to the Indenture Trustee on behalf of the Series 2018-1 Noteholders that the representations and warranties set forth in Section 2.20, Section 2.21, and Section 2.22 of the Master Indenture and, if any, Exhibit A hereto are true and correct as of the Series Closing Date (or such other date as is set forth in any such representation or warranty) with respect to the Properties and Leases Granted by such Issuer on or prior to the Series Closing Date, except as otherwise set forth in Schedule I-C hereto.

18
ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01.            Reserved .

Section 4.02.            Ratification of Indenture .  The Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Series 2018-1 Supplement, the Series 2016-1 Supplement, the Series 2015-1 Supplement, the Series 2014-1 Supplement, the Series 2013-3 Supplement, the Series 2013-2 Supplement, the Series 2013-1 Supplement and the Series 2012-1 Supplement, shall be read, taken and construed as one and the same instrument.

Section 4.03.            Future Funding Deposit.

(a)                            Notwithstanding the terms of Section 9.28 of the Master Indenture, on the Series Closing Date, the Issuers shall deposit into the Release Account $3,864,301.05 (the “ Future Funding Deposit ”) from the proceeds received in connection with the sale of the Series 2018-1 Notes.

(b)                           On any date on which an Issuer is obligated to fund a draw request made by a Tenant pursuant to a Lease, the Property Manager may withdraw the portion of the Future Funding Deposit from the Release Account to fund such obligation in accordance with such Lease.  Notwithstanding Section 7.01 of the Property Management Agreement, prior to March 1, 2019, no portion of the Future Funding Deposit may be utilized by the Issuers to acquire Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans.  During the period commencing on March 1, 2019 and ending on July 31, 2019, any portion of the Future Funding Deposit in excess of $1,000,000 may be utilized by the Issuers to acquire one or more Qualified Substitute Properties.  During the period commencing on August 1, 2019 and ending on July 31, 2020, all or a portion of the Future Funding Deposit may be utilized by the Issuers to acquire one or more Qualified Substitute Properties.  If any portion of the Future Funding Deposit remains on deposit in the Release Account on July 31, 2020, such amount shall be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date.

Section 4.04.            Counterparts .  This Series 2018-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original regardless of whether delivered in physical or electronic form, but all of which shall constitute one and the same instrument.

Section 4.05.            Governing Law .  THIS SERIES 2018-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 4.06.            Beneficiaries .  As supplemented by this Series 2018-1 Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2018-1 Noteholders, and their respective successors and permitted assigns.  No other Person shall have any right or obligation hereunder.

19
Section 4.07.            Limited Recourse .  Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2018-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable only from the Collateral Pool.  Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished.  Each Series 2018-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2018-1 Note, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer for a period of two (2) years and thirty-one (31) days following payment in full of all of the Notes (including the Series 2018-1 Notes) issued or co-issued by the Issuers under the Indenture.

Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2018-1 Noteholders, shall have the right to enforce the liability and obligation of any Issuer hereunder, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following: (i) fraud or intentional misrepresentation by such Issuer in connection with the Series 2018-1 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts constituting gross negligence or willful misconduct or bad faith of such Issuer; (iii) intentional destruction or waste of any Property by such Issuer; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Indenture or any other Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) the removal or disposal of any portion of any Property during the continuation of an Event of Default; (vi) the misapplication or conversion by such Issuer of (A) any Insurance Proceeds, (B) any Condemnation Proceeds, (C) any Monthly Lease Payments following an Event of Default, (D) any Monthly Lease Payments paid more than one month in advance, (E) any premiums for any Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or Tenant or (F) any funds received by such Issuer for payment of Taxes or other charges that can create liens on any portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to any Property which are not delivered to the Indenture Trustee upon a foreclosure of such Property or other action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof.

Section 4.08.            Notice to the Rating Agency .  Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to, in the case of Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, which is a division of S&P Global, Inc., 55 Water Street, 41 st Floor, New York, New York, 10004, Attention:  Asset-Backed Surveillance Department, facsimile number: (212) 438-2435; or, as to such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

Section 4.09.            Co-Issuer Status . Each Issuer shall be a co-issuer of the Series 2012-1 Notes, the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes, the Series 2016-1 Notes and the Series 2018-1 Notes and each Issuer shall have all the rights and obligations of each other Issuer under each of the Transaction Documents.

20
IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2018-1 Supplement to be duly executed and delivered by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.

 
STORE MASTER FUNDING I, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING II, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING III, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING IV, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel

Indenture Supplement (STORE 2018-1)

 
STORE MASTER FUNDING V, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING VI, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel
   
 
STORE MASTER FUNDING VII, LLC,
 
a Delaware limited liability company, as Issuer
   
 
By:
 
 
Name: 
Michael T. Bennett
 
Title:   
Executive Vice President - General Counsel

Indenture Supplement (STORE 2018-1)

 
CITIBANK, N.A.,
 
not in its individual capacity but solely as Indenture Trustee
     
 
By:
 
 
Name:
 
 
Title:
 

Indenture Supplement (STORE 2018-1)


EXHIBIT A

ADDITIONAL REPRESENTATIONS AND WARRANTIES

NONE.

A-1
SCHEDULE I-A

PROPERTIES / TENANTS

Tenant
 
Number of
Owned Properties *
   
Collateral
Value
   
% of Aggregate
Collateral Value
   
Monthly Rent
   
% of
Monthly Rent
   
WA Unit
FCCR
 
CWGS Group, LLC
   
12
   
$
94,360,000
     
3.50
%
 
$
511,481
     
2.75
%
   
3.87
 
Zips Holdings, LLC
   
34
   
$
92,510,000
     
3.43
%
 
$
614,935
     
3.30
%
   
1.90
 
American Multi-Cinema, Inc.
   
8
   
$
74,580,000
     
2.77
%
 
$
525,379
     
2.82
%
   
2.37
 
Automotive Remarketing Group, Inc.
   
6
   
$
72,870,000
     
2.70
%
 
$
494,495
     
2.65
%
   
2.14
 
Dufresne Spencer Group Holdings, LLC
   
11
   
$
71,050,000
     
2.64
%
 
$
501,602
     
2.69
%
   
3.53
 
REE Investment, LLC
   
36
   
$
53,300,000
     
1.98
%
 
$
379,881
     
2.04
%
   
2.04
 
National Veterinary Associates, Inc.
   
30
   
$
52,780,000
     
1.96
%
 
$
337,708
     
1.81
%
   
3.58
 
Sailormen, Inc.
   
41
   
$
51,335,187
     
1.90
%
 
$
413,318
     
2.22
%
   
2.24
 
At Home Stores LLC
   
4
   
$
49,353,457
     
1.83
%
 
$
300,015
     
1.61
%
   
3.76
 
Moviehouse Sloan/Speaks Control
   
4
   
$
46,970,000
     
1.74
%
 
$
312,428
     
1.68
%
   
2.40
 
RMH Franchise Holdings, Inc.
   
17
   
$
43,750,000
     
1.62
%
 
$
276,127
     
1.48
%
   
1.64
 
Conn's, Inc.
   
7
   
$
43,630,000
     
1.62
%
 
$
313,124
     
1.68
%
   
5.45
 
PF Purchaser Corp.
   
52
   
$
43,290,000
     
1.61
%
 
$
287,852
     
1.55
%
   
1.92
 
Cadence Education, Inc.
   
13
   
$
40,570,000
     
1.51
%
 
$
285,496
     
1.53
%
   
1.42
 
KPI Holdings, Inc.
   
12
   
$
38,320,000
     
1.42
%
 
$
299,643
     
1.61
%
   
6.69
 
Main Event Entertainment, LP
   
4
   
$
37,430,000
     
1.39
%
 
$
265,191
     
1.42
%
   
3.25
 
Firebird Investment Company
   
5
   
$
36,410,000
     
1.35
%
 
$
255,470
     
1.37
%
   
2.50
 
O'Charley's LLC
   
15
   
$
36,210,000
     
1.34
%
 
$
242,991
     
1.30
%
   
2.24
 
21st Century Oncology, Inc.
   
11
   
$
35,850,000
     
1.33
%
 
$
248,291
     
1.33
%
   
2.19
 
Pleasanton Fitness, LLC
   
8
   
$
35,110,000
     
1.30
%
 
$
236,895
     
1.27
%
   
1.41
 
Lakeview Health Holdings, Inc.
   
2
   
$
34,770,000
     
1.29
%
 
$
248,836
     
1.34
%
   
5.63
 
The Sunshine House, Inc.
   
32
   
$
33,440,000
     
1.24
%
 
$
237,976
     
1.28
%
   
1.79
 
Tru Fit Holdings, LLC
   
8
   
$
33,080,000
     
1.23
%
 
$
251,677
     
1.35
%
   
2.04
 
Titan Machinery Inc.
   
6
   
$
32,320,000
     
1.20
%
 
$
248,708
     
1.34
%
   
0.78
 
Pretium Packaging, L.L.C.
   
5
   
$
31,910,000
     
1.18
%
 
$
212,989
     
1.14
%
   
9.34
 
Children's Learning Adventure USA, LLC
   
4
   
$
31,250,000
     
1.16
%
 
$
236,182
     
1.27
%
   
0.75
 
Cafe Enterprises, Inc.
   
16
   
$
31,050,000
     
1.15
%
 
$
228,400
     
1.23
%
   
1.32
 
PetVet Care Centers, LLC
   
16
   
$
30,950,000
     
1.15
%
 
$
204,555
     
1.10
%
   
5.58
 
Granite City Food & Brewery, LTD.
   
7
   
$
30,750,000
     
1.14
%
 
$
221,065
     
1.19
%
   
1.54
 

I-A-1
Tenant  
Number of
Owned Properties *
   
Collateral
Value
   
% of Aggregate
Collateral Value
    Monthly Rent    
% of
Monthly Rent
   
WA Unit
FCCR
 
Best Friends Acquisition Corp
   
16
   
$
30,040,000
     
1.11
%
 
$
213,554
     
1.15
%
   
2.00
 
Nobel Learning Communities, Inc.
   
13
   
$
28,940,000
     
1.07
%
 
$
223,097
     
1.20
%
   
1.95
 
HOA Holdco, LLC
   
10
   
$
28,095,000
     
1.04
%
 
$
190,384
     
1.02
%
   
1.55
 
TM Restaurant Group LLC
   
7
   
$
28,000,000
     
1.04
%
 
$
188,092
     
1.01
%
   
2.40
 
Ashton Gardens, LLC
   
4
   
$
26,830,000
     
1.00
%
 
$
194,478
     
1.04
%
   
1.41
 
Buddy's Newco, LLC
   
19
   
$
24,320,000
     
0.90
%
 
$
180,594
     
0.97
%
   
2.03
 
FlaglerCE Holdings, LLC
   
3
   
$
22,130,000
     
0.82
%
 
$
172,946
     
0.93
%
   
3.45
 
Platinum Corral, L.L.C.
   
7
   
$
22,080,000
     
0.82
%
 
$
159,538
     
0.86
%
   
1.39
 
Children of America, Inc.
   
7
   
$
20,740,000
     
0.77
%
 
$
127,726
     
0.69
%
   
1.19
 
Big Onion Tavern Group, LLC
   
4
   
$
20,530,000
     
0.76
%
 
$
131,744
     
0.71
%
   
2.44
 
BWT, LLC
   
8
   
$
20,400,000
     
0.76
%
 
$
144,891
     
0.78
%
   
6.46
 
Lamrite West, Inc.
   
3
   
$
20,240,000
     
0.75
%
 
$
126,431
     
0.68
%
   
2.81
 
Apex Parks Group, LLC
   
1
   
$
19,750,000
     
0.73
%
 
$
137,525
     
0.74
%
   
3.76
 
Soderstrom Dermatology Center, S.C.
   
4
   
$
19,280,000
     
0.72
%
 
$
122,974
     
0.66
%
   
3.64
 
Gibson Brands, Inc.
   
2
   
$
18,170,000
     
0.67
%
 
$
180,633
     
0.97
%
   
N/ R

JP Steakhouse LLC
   
16
   
$
17,740,000
     
0.66
%
 
$
129,451
     
0.69
%
   
1.39
 
LPAC Broadway Building LLC
   
1
   
$
17,418,421
     
0.65
%
 
$
110,000
     
0.59
%
   
1.70
 
Studio Movie Grill Holdings, LLC
   
2
   
$
17,140,000
     
0.64
%
 
$
114,863
     
0.62
%
   
3.28
 
MDO Holdings, LLC
   
6
   
$
17,080,000
     
0.63
%
 
$
126,849
     
0.68
%
   
1.85
 
WS Packaging Holdings, Inc.
   
5
   
$
17,040,000
     
0.63
%
 
$
112,578
     
0.60
%
   
7.14
 
KRG Kings, LLC
   
11
   
$
16,990,000
     
0.63
%
 
$
116,302
     
0.62
%
   
1.16
 
Aetius Companies, LLC
   
6
   
$
16,900,000
     
0.63
%
 
$
116,705
     
0.63
%
   
1.73
 
Foss Intermediate Holdings, LLC
   
6
   
$
16,199,500
     
0.60
%
 
$
114,702
     
0.62
%
   
3.29
 
Trident Holdings LLC
   
18
   
$
15,580,000
     
0.58
%
 
$
104,253
     
0.56
%
   
1.96
 
Jacob Restaurant Group, Inc
   
4
   
$
15,170,000
     
0.56
%
 
$
100,808
     
0.54
%
   
1.03
 
Cooper's Hawk Intermediate Holding, LLC
   
3
   
$
15,125,000
     
0.56
%
 
$
112,837
     
0.61
%
   
6.40
 
D.E. Foods, LLC
   
17
   
$
14,960,000
     
0.56
%
 
$
101,750
     
0.55
%
   
2.03
 
Four Corners Holdings, Inc.
   
3
   
$
14,600,000
     
0.54
%
 
$
105,525
     
0.57
%
   
3.09
 
Incredible Pizza Co., Inc.
   
2
   
$
14,500,000
     
0.54
%
 
$
111,870
     
0.60
%
   
1.85
 
Fred's, Inc.
   
8
   
$
13,910,000
     
0.52
%
 
$
94,724
     
0.51
%
   
N/ R

SRG Capital City Holdings, LLC
   
12
   
$
13,840,000
     
0.51
%
 
$
92,062
     
0.49
%
   
2.09
 
National Packaging Services Corporation
   
2
   
$
13,570,000
     
0.50
%
 
$
91,667
     
0.49
%
   
1.40
 
Taco John's of Iowa, Inc.
   
12
   
$
13,190,000
     
0.49
%
 
$
86,541
     
0.46
%
   
2.31
 

A-3
Tenant  
Number of
Owned Properties *
   
Collateral
Value
   
% of Aggregate
Collateral Value
    Monthly Rent    
% of
Monthly Rent
   
WA Unit
FCCR
 
Higher Education Partners LLC
   
3
   
$
13,000,000
     
0.48
%
 
$
107,707
     
0.58
%
   
1.75
 
Stars and Strikes, LLC
   
3
   
$
13,000,000
     
0.48
%
 
$
86,667
     
0.47
%
   
1.58
 
PRCC Holdings, Inc.
   
4
   
$
12,790,000
     
0.47
%
 
$
84,952
     
0.46
%
   
5.59
 
The Krystal Company
   
11
   
$
12,510,000
     
0.46
%
 
$
99,716
     
0.54
%
   
1.83
 
Goodrich Quality Theaters, Inc.
   
1
   
$
12,300,000
     
0.46
%
 
$
96,493
     
0.52
%
   
1.59
 
Car Wash Partners, Inc.
   
5
   
$
12,250,000
     
0.45
%
 
$
74,694
     
0.40
%
   
1.70
 
Viking Restaurants, LLC
   
11
   
$
11,960,000
     
0.44
%
 
$
98,559
     
0.53
%
   
2.02
 
Rancho Solano Education, LLC
   
1
   
$
11,200,000
     
0.42
%
 
$
76,989
     
0.41
%
   
0.08
 
Huntsville Wholesale Furniture, Inc.
   
2
   
$
11,190,000
     
0.42
%
 
$
85,701
     
0.46
%
   
1.91
 
Crossroads Auto Mall, Inc.
   
2
   
$
10,930,000
     
0.41
%
 
$
77,400
     
0.42
%
   
3.62
 
Wingmen V, LLC
   
4
   
$
10,900,000
     
0.40
%
 
$
72,876
     
0.39
%
   
2.81
 
Conleasco, Inc.
   
1
   
$
10,410,000
     
0.39
%
 
$
73,523
     
0.39
%
   
1.68
 
U.S. Auto Parts Network, Inc.
   
1
   
$
10,340,000
     
0.38
%
 
$
75,133
     
0.40
%
   
3.95
 
Mundo de Colores, Inc.
   
4
   
$
10,215,000
     
0.38
%
 
$
68,913
     
0.37
%
   
3.33
 
Kraft Foods Group, Inc.
   
1
   
$
10,150,000
     
0.38
%
 
$
76,081
     
0.41
%
   
1.93
 
Morgan's Foods, Inc.
   
9
   
$
10,130,000
     
0.38
%
 
$
67,395
     
0.36
%
   
2.79
 
AIM Group USA, Inc.
   
4
   
$
10,000,000
     
0.37
%
 
$
65,875
     
0.35
%
   
2.13
 
Harman Fitness, LLC
   
2
   
$
9,830,000
     
0.36
%
 
$
65,550
     
0.35
%
   
1.70
 
Picture Show Entertainment, L.L.C.
   
1
   
$
9,670,000
     
0.36
%
 
$
72,004
     
0.39
%
   
1.41
 
Fitness & Sports Clubs, LLC
   
1
   
$
9,600,000
     
0.36
%
 
$
72,000
     
0.39
%
   
N/
R
GC Pizza Hut, LLC
   
10
   
$
9,500,000
     
0.35
%
 
$
52,819
     
0.28
%
   
1.36
 
Destination Pet, LLC
   
6
   
$
9,460,000
     
0.35
%
 
$
66,253
     
0.36
%
   
1.47
 
GlaxoSmithKline LLC
   
1
   
$
9,430,000
     
0.35
%
 
$
62,228
     
0.33
%
   
6.11
 
Norsan Restaurant Group, LLC
   
6
   
$
9,255,000
     
0.34
%
 
$
75,016
     
0.40
%
   
1.17
 
Hemisphere Restaurant Group, LLC
   
2
   
$
9,250,000
     
0.34
%
 
$
57,694
     
0.31
%
   
2.26
 
Mid-America Corporation
   
7
   
$
9,250,000
     
0.34
%
 
$
60,836
     
0.33
%
   
2.42
 
Compass Enterprises, Inc.
   
3
   
$
9,220,000
     
0.34
%
 
$
67,413
     
0.36
%
   
2.10
 
West Star Aviation, Inc.
   
1
   
$
8,800,000
     
0.33
%
 
$
63,993
     
0.34
%
   
14.39
 
1803 NE Loop 410, LLC
   
2
   
$
8,780,000
     
0.33
%
 
$
59,498
     
0.32
%
   
1.40
 
Potomac Family Dining Group Operating Company, LLC
   
3
   
$
8,750,000
     
0.32
%
 
$
60,085
     
0.32
%
   
1.74
 
E.S. Investments, LLC
   
1
   
$
8,660,000
     
0.32
%
 
$
68,161
     
0.37
%
   
2.46
 
Halo Country, LLC
   
9
   
$
8,530,000
     
0.32
%
 
$
36,837
     
0.20
%
   
1.75
 

A-4
Tenant  
Number of
Owned Properties *
   
Collateral
Value
   
% of Aggregate
Collateral Value
    Monthly Rent    
% of
Monthly Rent
   
WA Unit
FCCR
 
Rite Rug Holdings, Inc.
   
5
   
$
8,410,000
     
0.31
%
 
$
60,201
     
0.32
%
   
1.61
 
EOS Fitness OPCO Holdings, LLC
   
1
   
$
8,300,000
     
0.31
%
 
$
59,583
     
0.32
%
   
2.60
 
Child Development Schools, Inc.
   
8
   
$
8,230,000
     
0.31
%
 
$
64,150
     
0.34
%
   
2.77
 
AnazaoHealth Corporation
   
1
   
$
8,220,000
     
0.30
%
 
$
55,878
     
0.30
%
   
5.32
 
TGS Holdings, LLC
   
2
   
$
8,030,000
     
0.30
%
 
$
58,957
     
0.32
%
   
2.90
 
Other
   
174
   
$
334,753,842
     
12.42
%
 
$
2,367,724
     
12.71
%
   
2.93
 
N/R - Vacant
   
3
   
$
18,470,000
     
0.69
%
   
N/ R

   
N/ R

   
N/ R

Total:
   
983
   
$
2,695,370,407
     
100.00
%
 
$
18,626,357
     
100.00
%
   
2.79
 

*May not sum to total due to Property with multiple Leases
Columns may not sum to total due to rounding

A-5
SCHEDULE I-B

MORTGAGE LOANS

None.

I-B-1
SCHEDULE I-C

REPRESENTATIONS AND WARRANTIES EXCEPTION SCHEDULE

Representations and Warranties Exceptions

Master Indenture Section 2.20(k)

All material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the related Properties (collectively, the “ Licenses ”) currently being operated have been obtained and are in full force and effect except to the extent the failure of any such License to be in full force and effect would not have a material adverse effect on such Issuer or the use and operation of any Property. The related Properties are free of material damage and are in good repair in all material respects, and there is no proceeding pending or to the knowledge of such Issuer, is threatened or contemplated, for the total or material partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property.

Tenant Name:  The Sunshine House, Inc.

Property ID:  P0002754

The related Property is under construction and does not yet have a certificate of completion or occupancy permit.  The related Tenant is paying rent pursuant to the terms of the related Lease.

Tenant Name:  Southwestern Furniture of Wisconsin, LLC

Property ID:  P000475

The related Property was re-tenanted on June 28, 2018.  The related Tenant is in compliance with the related Lease.  The related Property is undergoing renovations and does not yet have a certificate of completion or occupancy permits.

Master Indenture Section 2.20(s)

The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense.

Tenant Name: GlaxoSmithKline LLC

Property ID: P0000995

If the premises are partially destroyed and still tenantable, rent is proportionately reduced while landlord performs required repairs.

Tenant Name: Black Angus Steakhouses, LLC

Property ID: P0001101

I-C-1
In the event of a partial condemnation, rent shall be proportionally reduced for the remainder of the Term.

Master Indenture Section 2.20(v)(i)

Except as set forth on a schedule to the applicable Series Supplement, the related Properties are not subject to any Leases other than the Leases (and the subleases and assignments as permitted thereunder) described in the Owned Property Schedule attached to the applicable Series Supplement and made a part hereof. No Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases and subleases or assignments permitted thereunder. The current Leases are in full force and effect and there are no material defaults thereunder by such Issuer or any Tenant. No rent (including security deposits) has been paid more than one (1) month in advance of its due date. All material work to be performed by such Issuer under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by such Issuer to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment from such Issuer of any Property or Leases in the Collateral or hypothecation or pledge of any Lease or of the rents received therein, except for such hypothecations or pledges that have been released. Except as permitted under the Leases, no Tenant listed on the Owned Property Schedule attached to the applicable Series Supplement has assigned its Lease and no such Tenant holds its leased premises under assignment or sublease. Such Owned Property Schedule to the applicable Series Supplement sets forth a true and correct list of each Property that is subject to a Third Party Purchase Option or an option to terminate such Lease prior to the Rated Final Payment Date, together with the earliest date on which each such option may be exercised

Tenant Name: Lectrus Corporation

Property ID: P000928

If Issuer refuses to consent to an Assignment or Change of Control, whether or not reasonably, Tenant shall have the option to purchase the premises form Issuer for a purchase price equal to the greater of the fair market value of the premises or 115% of the Purchase Price paid by Issuer under the Purchase Agreement (plus any additional funds invested by Issuer pursuant to Lease).

Tenant Name: Wynn-Hoff Group, LLC

Property ID: P0001244

Franchisor has a right to cure and assume Tenant’s obligations upon Tenant default under the Lease

Master Indenture Section 2.20(v)(ii)

Except as set forth on a schedule to the applicable Series Supplement,   the Tenant under each Lease is in possession and paying rent pursuant to the applicable Lease; such Issuer is the owner of the lessor’s interest in each Lease; the Tenant is required to make rental payments as directed by such Issuer, as lessor, and its successors and assigns.

I-C-2
Tenant Name: N/A

Property ID:  P0000422

The related Property is vacant.

Tenant Name: N/A

Property ID:  P0000714

The related Property is vacant.

Tenant Name: N/A

Property ID:  P0000752

The related Property is vacant.

Tenant Name: R Tequila

Property ID:  P0000431 and P0000432

The related Tenant is in payment default.

Master Indenture Section 2.20(v)(iv)

Except as set forth on a schedule to the applicable Series Supplement, neither such Issuer nor to such Issuer’s knowledge, any Tenant is the subject of any bankruptcy or insolvency proceeding.

Tenant Name:   RMH Franchise Corporation

Property IDs: P0000389; P0000391; P0000397; P0000392; P0000414; P0000402; P0000293; P0000294; P0000295; P0000296; P0000298; P0000299; P0000303; P0000304; P0000305; P0000306; P0000302

RMH Franchise Holdings, Inc. and its affiliated debtors filed for bankruptcy on May 8, 2018.

Tenant Name:   Gibson Brands, Inc.

Property IDs: P0000836; P0000837

Gibson Brands, Inc. and its affiliated debtors filed for bankruptcy on May 1, 2018.

I-C-3
Master Indenture Section 2.20(v)(vii)

Except as set forth on a schedule to the applicable Series Supplement, every obligation associated with owning, developing and operating the Property, including, but not limited to, the costs associated with utilities, taxes, insurance, capital and structural improvements, maintenance and repairs is an obligation of Tenant.

Tenant Name: Fred’s Stores Leases

Property IDs: P0000499; P0000500; P0000501; P0000502; P0000503; P0000505; P0000506; P0000507; P0000508

The Fred’s Store Leases require the landlord to be responsible for certain matters relating to construction of the improvements, maintenance of the exterior of the related Properties, structural, plumbing and electrical components of the improvements, maintenance of equipment and maintenance of certain insurance. Upon assumption of the Fred’s Stores Leases, STORE Master Funding III required the developer/seller of the related Properties to enter into a separate Undertaking Agreement, whereby the developer agreed to perform all landlord obligations under the Fred’s Stores Leases. Additionally, the related Tenant has executed a lease amendment acknowledging the terms and provisions of the Undertaking Agreement and agreeing to look to the developer for the performance of all obligations of the landlord under the respective Fred’s Stores Leases.

Tenant Name: T&C Markets, Houghton, Inc.

Property ID: P0000616

Pursuant to the terms of the T&C Market Lease, STORE Master Funding IV is required to repair and maintain the structural components of the related Property (including the foundation and the roof) as well as the parking lot adjacent to the related Property.

Tenant Name: Fitness & Sports Clubs, LLC

Property ID: P0000827

Pursuant to the terms of the Lease with respect to Fitness & Sports Clubs, LLC, STORE Master Funding V is required to maintain, repair and replace the structural elements and exterior surfaces of the roof and exterior walls of the facility.

Tenant Name: GGH-Humble, LLC

Property ID: P0000712

Pursuant to the terms of the Lease with respect to GGH-Humble, LLC, STORE Master Funding V is responsible for certain aspects of the structural system (including the roof, load-bearing walls and floor slabs), building exterior and masonry walls of the facility.

I-C-4
Tenant Name: Kraft Foods North America, Inc.

Property ID: P0000826

Pursuant to the terms of the Lease with respect to Kraft Foods North America, Inc., STORE Master Funding V is required to maintain, repair and replace certain structural elements of the building (including the foundation, exterior walls and roof, but excluding the roof membrane).

Phoenix Children’s Academy, Inc.

Property ID: P0000771

Pursuant to the terms of the Lease with respect to Phoenix Children’s Academy, Inc., STORE Master Funding V is required to repair or replace the foundation, exterior or interior load-bearing walls and the roof, provided that the damage or destruction is not covered by insurance.

Tenant Name: GlaxoSmithKline LLC

Property ID: P0000995

If the premises are partially destroyed Issuer shall promptly and diligently repair the premises.  Issuer is required to maintain contractual and comprehensive general liability insurance, including public liability and property damage in amounts not less than $5,000,000 per occurrence/ $10,000,000 aggregate.  Excepting damage caused by Tenant, Issuer shall maintain and make all necessary structural repairs to the foundations, load bearing walls and roof of the Building and premises.  Tenant is not required to make any repairs to HVAC System above $50,000 during the last 24 months of the then-existing term unless proximately caused by Tenant’s breach.

Tenant Name: Lowe's Home Centers, LLC

Property ID: P0001022

Issuer is responsible for repair and replacement and maintenance of the roof, exterior walls, and structural portions of the demised premises, including concrete slab floors (excluding plate glass and doors); and repair or replacement of any utility systems lying outside the main storeroom building and providing service to these improvements exclusive of aboveground mechanicals.  If Tenant has to perform these responsibilities and Issuer fails to reimburse, then Tenant may offset against rent. Tenant has abatement, set-off and termination rights.

Master Indenture Section 2.20(v)(viii)

Except as set forth on a schedule to the applicable Series Supplement, such Issuer, as lessor under the Lease, does not have any material monetary or non-monetary obligations under the Lease and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease.

Tenant Name: GlaxoSmithKline LLC

Property ID: P0000995

I-C-5
If the premises are partially destroyed, Issuer shall promptly and diligently repair the premises.  Issuer is required to maintain contractual and comprehensive general liability insurance, including public liability and property damage in amounts not less than $5,000,000 per occurrence/ $10,000,000 aggregate.  Excepting damage caused by Tenant, Issuer shall maintain and make all necessary structural repairs to the foundations, load bearing walls and roof of the Building and premises. Tenant is not required to make any repairs to HVAC System above $50,000 during the last 24 months of the then-existing term unless proximately caused by Tenant’s breach.

Tenant Name: Child Development Schools, Inc.

Property IDs: P0000156; P0000157; P0000158; P0000159; P0000160; P0000828; P0000830; P0000874

Upon a Lessor default, Lessee may cure such default and offset all costs and expenses incurred in connection with such cure against Base Monthly Rent.  Issuer’s obligations primarily relate to provision of approvals and provision of documents received. There are no maintenance or repair obligations.

Tenant Name: Lowe's Home Centers, LLC

Property ID: P0001022

Tenant has abatement, set-off and termination rights.

Master Indenture Section 2.20(v)(x)

Except as set forth on a schedule to the applicable Series Supplement, the Tenant has agreed to indemnify such Issuer, as lessor under the Lease, from any claims of any nature relating to the Lease and the related Property other than the lessor’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of Environmental Laws resulting from the Tenant’s operation of the property.

Tenant Name: GlaxoSmithKline LLC

Property ID: P0000995

Tenant does not indemnify Issuer for negligence (as opposed to gross negligence) or willful misconduct of Issuer.  Tenant is not responsible for (i) pre-existing environmental conditions or (ii) environmental conditions caused by third parties.

Tenant Name: BHG XXXVI, LLC

Property IDs: P0001080; P0001081

Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).

I-C-6
Tenant Name: Wynn-Hoff Group, LLC

Property ID: P0001244

Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).

Tenant Name: Black Angus Steakhouses, LLC

Property ID: P0001101

Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).

Tenant Name: Halo Country, LLC

Property IDs: P0001245; P0001247; P0001248; P0001249; P0001250; P0001255; P0001256; P0001257

Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).

Tenant Name: Dortch Enterprises, LLC

Property IDs: P0001251; P0001252; P0001253; P0001254; P0001259; P0001260

Tenant indemnity excludes losses as a result of Landlord’s "acts or omissions" (as opposed to gross negligence or willful misconduct)

Master Indenture Section 2.20(v)(xiv)

Except as set forth on a schedule to the applicable Series Supplement, except for certain rights of first offer or rights of first refusal set forth in certain Leases, the Lease is freely assignable by the lessor and its successor and assigns (including, but not limited to, the Indenture Trustee, which acquires title to a Property by foreclosure or otherwise) to any person without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.

Tenant Name: PetVet Care Centers, Inc.

Property IDs: P0000876; P0000879; P0000936; P0000937; P0001017

Lessor shall not sell, assign or transfer its right, title or interest in the Property to a Direct Competitor of Lessee (so long as there is no Event of Default continuing beyond any applicable cure period).

I-C-7
Master Indenture Section 2.21(rr)(ii)

With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:   (ii) The ground lease may not be amended, modified, canceled or terminated without the prior written consent of the owner of the Mortgage Loan and that any such action without such consent is not binding on the lender, its successors or assigns.

Tenant Name: The Sunshine House, Inc.

Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951; P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968

The Ground Lease does not specifically require the consent of the leasehold mortgagee for any action with respect to the ground lease.  Any amendment/modification/cancellation/termination of the ground lease will involve the Issuer and the Property Manager, each of which are subject to the restrictions and notice requirements for the benefit of the Indenture Trustee within the applicable trust documents.

Tenant Name: M Fitness, LLC

Property IDs: P0000759

The ground lease only requires the consent of the ground lessor and ground lessee for any amendments, modifications, cancelations or terminations; however, the ground lessor must provide notice to the lender of any default or termination, and lender has a reasonable opportunity to cure. The ground lease also acknowledges that lender may step in as ground lessee.

Master Indenture Section 2.21(rr)(vii)

With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:   (vii) The ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel.

Tenant Name: The Sunshine House, Inc.

Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951; P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968

I-C-8
The Ground Lease does not specifically provide the leasehold mortgagee with separate cure rights.  The Issuer and the Property Manager are subject to the obligations and notice requirements for the benefit of the Indenture Trustee under the applicable trust documents with respect to any default under the Ground Lease.

Master Indenture Section 2.21(rr)(viii)

With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:   (viii) The lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease through legal proceedings, or to take other action so long as the lender is proceeding diligently) to cure any default under the ground lease which is curable after the receipt of notice of any default, before the ground lessor may terminate the ground lease.

Tenant Name: The Sunshine House, Inc.

Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951; P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968

The Ground Lease does not specifically provide the leasehold mortgagee with separate cure rights.  The Issuer and the Property Manager are subject to the obligations and notice requirements for the benefit of the Indenture Trustee under the applicable trust documents with respect to any default under the Ground Lease.

Master Indenture Section 2.21(rr)(xi)

With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:   (xi) Any related insurance proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Property is required to be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Property to the outstanding principal balance of such Mortgage Loan).  Pursuant to the related ground lease, until the principal balance and accrued interest are paid in full, neither the lessee nor the ground lessor under the ground lease has an option to terminate or modify the ground lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide for an abatement of the rent.
I-C-9
Tenant Name: M Fitness, LLC

Property IDs: P0000759

If ground lessee reasonably believes that any partial taking materially and substantially affects ground lessee’s ability to use the balance of the Underlying Mortgaged Property, Lessee may surrender the balance of the parcel and terminate the ground lease.  Ground lessee shall be entitled to the portions of any condemnation award attributable to the improvements (and any damage thereto) and for the value of ground lessee’s leasehold interest; however, the ground lease does not specifically require ground lessee to use such proceeds to pay down the outstanding principal balance of the Loan.

Master Indenture Section 2.21(rr)(xii)

With respect to any Mortgage Loan where all or a material portion of the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage:   (xii) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease upon termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy proceeding.

Tenant Name: The Sunshine House, Inc.

Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951; P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968

The Ground Lease does not include a requirement for a new lease with the leasehold mortgagee.  Under the leasehold mortgage, the leasehold mortgagee has the right to assume the Ground Lease from the Issuer and become the ground lessee under the Ground Lease.

I-C-10
SCHEDULE II

RESERVED

II-1
SCHEDULE III-A

[RESERVED]

III-A-1
SCHEDULE III-B

SERIES 2013-1 NOTES

AMORTIZATION SCHEDULE

Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2018
 
92,176,429.00
18,000,000.00
11/20/2018
 
92,009,262.00
18,000,000.00
12/20/2018
 
91,841,286.00
18,000,000.00
1/20/2019
 
91,672,905.00
18,000,000.00
2/20/2019
 
91,503,714.00
18,000,000.00
3/20/2019
 
91,333,714.00
18,000,000.00
4/20/2019
 
91,163,310.00
18,000,000.00
5/20/2019
 
90,992,095.00
18,000,000.00
6/20/2019
 
90,820,071.00
18,000,000.00
7/20/2019
 
90,647,643.00
18,000,000.00
8/20/2019
 
90,474,405.00
18,000,000.00
9/20/2019
 
90,300,357.00
18,000,000.00
10/20/2019
 
90,125,905.00
18,000,000.00
11/20/2019
 
89,950,643.00
18,000,000.00
12/20/2019
 
89,774,571.00
18,000,000.00
1/20/2020
 
89,597,690.00
18,000,000.00
2/20/2020
 
89,420,405.00
18,000,000.00
3/20/2020
 
89,242,310.00
18,000,000.00
4/20/2020
 
89,063,405.00
18,000,000.00
5/20/2020
 
88,883,690.00
18,000,000.00
6/20/2020
 
88,703,571.00
18,000,000.00
7/20/2020
 
88,522,643.00
18,000,000.00
8/20/2020
 
88,340,905.00
18,000,000.00
9/20/2020
 
88,158,357.00
18,000,000.00
10/20/2020
 
87,975,405.00
18,000,000.00
11/20/2020
 
87,791,643.00
18,000,000.00
12/20/2020
 
87,607,071.00
18,000,000.00
1/20/2021
 
87,421,690.00
18,000,000.00
2/20/2021
 
87,235,500.00
18,000,000.00
3/20/2021
 
87,048,905.00
18,000,000.00
4/20/2021
 
86,861,500.00
18,000,000.00
5/20/2021
 
86,673,286.00
18,000,000.00
6/20/2021
 
86,484,262.00
18,000,000.00
7/20/2021
 
86,294,429.00
18,000,000.00
8/20/2021
 
86,103,786.00
18,000,000.00
9/20/2021
 
85,912,333.00
18,000,000.00
10/20/2021
 
85,720,476.00
18,000,000.00
11/20/2021
 
85,527,810.00
18,000,000.00
12/20/2021
 
85,334,333.00
18,000,000.00
1/20/2022
 
85,140,048.00
18,000,000.00
2/20/2022
 
84,944,952.00
18,000,000.00
3/20/2022
 
84,749,048.00
18,000,000.00
4/20/2022
 
84,552,333.00
18,000,000.00
5/20/2022
 
84,354,810.00
18,000,000.00
6/20/2022
 
84,156,476.00
18,000,000.00
7/20/2022
 
83,957,333.00
18,000,000.00
8/20/2022
 
83,757,381.00
18,000,000.00

III-B-1
Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
9/20/2022
 
83,557,024.00
18,000,000.00
10/20/2022
 
83,355,857.00
18,000,000.00
11/20/2022
 
83,153,881.00
18,000,000.00
12/20/2022
 
82,951,095.00
18,000,000.00
1/20/2023
 
82,747,500.00
18,000,000.00
2/20/2023
 
82,543,095.00
18,000,000.00
3/20/2023
 
-
-
4/20/2023
 
-
-
5/20/2023
 
-
-
6/20/2023
 
-
-
7/20/2023
 
-
-
8/20/2023
 
-
-
9/20/2023
 
-
-
10/20/2023
 
-
-
11/20/2023
 
-
-
12/20/2023
 
-
-
1/20/2024
 
-
-
2/20/2024
 
-
-
3/20/2024
 
-
-
4/20/2024
 
-
-
5/20/2024
 
-
-
6/20/2024
 
-
-
7/20/2024
 
-
-
8/20/2024
 
-
-
9/20/2024
 
-
-
10/20/2024
 
-
-
11/20/2024
 
-
-
12/20/2024
 
-
-
1/20/2025
 
-
-
2/20/2025
 
-
-
3/20/2025
 
-
-
4/20/2025
 
-
-
5/20/2025
 
-
-
6/20/2025
 
-
-
7/20/2025
 
-
-
8/20/2025
 
-
-
9/20/2025
 
-
-
10/20/2025
 
-
-
11/20/2025
 
-
-
12/20/2025
 
-
-
1/20/2026
 
-
-
2/20/2026
 
-
-
3/20/2026
 
-
-
4/20/2026
 
-
-
5/20/2026
 
-
-
6/20/2026
 
-
-
7/20/2026
 
-
-
8/20/2026
 
-
-
9/20/2026
 
-
-
10/20/2026
 
-
-
11/20/2026
 
-
-
12/20/2026
 
-
-
1/20/2027
 
-
-
2/20/2027
 
-
-
3/20/2027
 
-
-

III-B-2
Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
4/20/2027
 
-
-
5/20/2027
 
-
-
6/20/2027
 
-
-
7/20/2027
 
-
-
8/20/2027
 
-
-
9/20/2027
 
-
-
10/20/2027
 
-
-

III-B-3
SCHEDULE III-C

SERIES 2013-2 NOTES

AMORTIZATION SCHEDULE

Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
       
10/20/2018
 
88,623,270.00
14,500,000.00
11/20/2018
 
88,471,817.00
14,500,000.00
12/20/2018
 
88,319,733.00
14,500,000.00
1/20/2019
 
88,167,014.00
14,500,000.00
2/20/2019
 
88,013,660.00
14,500,000.00
3/20/2019
 
87,859,667.00
14,500,000.00
4/20/2019
 
87,705,032.00
14,500,000.00
5/20/2019
 
87,549,752.00
14,500,000.00
6/20/2019
 
87,393,826.00
14,500,000.00
7/20/2019
 
87,237,250.00
14,500,000.00
8/20/2019
 
87,080,021.00
14,500,000.00
9/20/2019
 
86,922,138.00
14,500,000.00
10/20/2019
 
86,763,597.00
14,500,000.00
11/20/2019
 
86,604,395.00
14,500,000.00
12/20/2019
 
86,444,529.00
14,500,000.00
1/20/2020
 
86,283,998.00
14,500,000.00
2/20/2020
 
86,122,797.00
14,500,000.00
3/20/2020
 
85,960,925.00
14,500,000.00
4/20/2020
 
85,798,379.00
14,500,000.00
5/20/2020
 
85,635,155.00
14,500,000.00
6/20/2020
 
85,471,251.00
14,500,000.00
7/20/2020
 
85,306,665.00
14,500,000.00
8/20/2020
 
85,141,392.00
14,500,000.00
9/20/2020
 
84,975,431.00
14,500,000.00
10/20/2020
 
84,808,778.00
14,500,000.00
11/20/2020
 
84,641,431.00
14,500,000.00
12/20/2020
 
84,473,387.00
14,500,000.00
1/20/2021
 
84,304,642.00
14,500,000.00
2/20/2021
 
84,135,195.00
14,500,000.00
3/20/2021
 
83,965,041.00
14,500,000.00
4/20/2021
 
83,794,178.00
14,500,000.00
5/20/2021
 
83,622,604.00
14,500,000.00
6/20/2021
 
83,450,314.00
14,500,000.00
7/20/2021
 
83,277,307.00
14,500,000.00
8/20/2021
 
83,103,579.00
14,500,000.00
9/20/2021
 
82,929,127.00
14,500,000.00
10/20/2021
 
82,753,948.00
14,500,000.00
11/20/2021
 
82,578,039.00
14,500,000.00
12/20/2021
 
82,401,397.00
14,500,000.00
1/20/2022
 
82,224,019.00
14,500,000.00
2/20/2022
 
82,045,902.00
14,500,000.00
3/20/2022
 
81,867,043.00
14,500,000.00
4/20/2022
 
81,687,439.00
14,500,000.00
5/20/2022
 
81,507,086.00
14,500,000.00
6/20/2022
 
81,325,982.00
14,500,000.00
7/20/2022
 
81,144,124.00
14,500,000.00
8/20/2022
 
80,961,507.00
14,500,000.00

III-C-1
Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
       
9/20/2022
 
80,778,130.00
14,500,000.00
10/20/2022
 
80,593,988.00
14,500,000.00
11/20/2022
 
80,409,080.00
14,500,000.00
12/20/2022
 
80,223,401.00
14,500,000.00
1/20/2023
 
80,036,948.00
14,500,000.00
2/20/2023
 
79,849,718.00
14,500,000.00
3/20/2023
 
79,661,708.00
14,500,000.00
4/20/2023
 
79,472,915.00
14,500,000.00
5/20/2023
 
79,283,335.00
14,500,000.00
6/20/2023
 
79,092,966.00
14,500,000.00
7/20/2023
 
-
-
8/20/2023
 
-
-
9/20/2023
 
-
-
10/20/2023
 
-
-
11/20/2023
 
-
-
12/20/2023
 
-
-
1/20/2024
 
-
-
2/20/2024
 
-
-
3/20/2024
 
-
-
4/20/2024
 
-
-
5/20/2024
 
-
-
6/20/2024
 
-
-
7/20/2024
 
-
-
8/20/2024
 
-
-
9/20/2024
 
-
-
10/20/2024
 
-
-
11/20/2024
 
-
-
12/20/2024
 
-
-
1/20/2025
 
-
-
2/20/2025
 
-
-
3/20/2025
 
-
-
4/20/2025
 
-
-
5/20/2025
 
-
-
6/20/2025
 
-
-
7/20/2025
 
-
-
8/20/2025
 
-
-
9/20/2025
 
-
-
10/20/2025
 
-
-
11/20/2025
 
-
-
12/20/2025
 
-
-
1/20/2026
 
-
-
2/20/2026
 
-
-
3/20/2026
 
-
-
4/20/2026
 
-
-
5/20/2026
 
-
-
6/20/2026
 
-
-
7/20/2026
 
-
-
8/20/2026
 
-
-
9/20/2026
 
-
-
10/20/2026
 
-
-
11/20/2026
 
-
-
12/20/2026
 
-
-
1/20/2027
 
-
-
2/20/2027
 
-
-

III-C-2
Date
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
       
3/20/2027
 
-
-
4/20/2027
 
-
-
5/20/2027
 
-
-
6/20/2027
 
-
-
7/20/2027
 
-
-
8/20/2027
 
-
-
9/20/2027
 
-
-
10/20/2027
 
-
-

III-C-3
SCHEDULE III-D

SERIES 2013-3 NOTES

AMORTIZATION SCHEDULE

Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2018
 
70,826,366
91,982,294
13,000,000
11/20/2018
 
70,708,124
91,828,732
13,000,000
12/20/2018
 
70,589,388
91,674,530
13,000,000
1/20/2019
 
70,470,158
91,519,686
13,000,000
2/20/2019
 
70,350,431
91,364,197
13,000,000
3/20/2019
 
70,230,205
91,208,059
13,000,000
4/20/2019
 
70,109,479
91,051,271
13,000,000
5/20/2019
 
69,988,249
90,893,829
13,000,000
6/20/2019
 
69,866,514
90,735,732
13,000,000
7/20/2019
 
69,744,272
90,576,976
13,000,000
8/20/2019
 
69,621,520
90,417,558
13,000,000
9/20/2019
 
69,498,257
90,257,477
13,000,000
10/20/2019
 
69,374,480
90,096,728
13,000,000
11/20/2019
 
69,250,188
89,935,310
13,000,000
12/20/2019
 
69,125,378
89,773,218
13,000,000
1/20/2020
 
69,000,048
89,610,452
13,000,000
2/20/2020
 
68,874,195
89,447,007
13,000,000
3/20/2020
 
68,747,819
89,282,881
13,000,000
4/20/2020
 
68,620,915
89,118,071
13,000,000
5/20/2020
 
68,493,483
88,952,575
13,000,000
6/20/2020
 
68,365,519
88,786,389
13,000,000
7/20/2020
 
68,237,023
88,619,511
13,000,000
8/20/2020
 
68,107,991
88,451,937
13,000,000
9/20/2020
 
67,978,422
88,283,666
13,000,000
10/20/2020
 
67,848,313
88,114,693
13,000,000
11/20/2020
 
-
87,945,015
13,000,000
12/20/2020
 
-
87,774,632
13,000,000
1/20/2021
 
-
87,603,537
13,000,000
2/20/2021
 
-
87,431,730
13,000,000
3/20/2021
 
-
87,259,208
13,000,000
4/20/2021
 
-
87,085,966
13,000,000
5/20/2021
 
-
86,912,002
13,000,000
6/20/2021
 
-
86,737,314
13,000,000
7/20/2021
 
-
86,561,898
13,000,000
8/20/2021
 
-
86,385,751
13,000,000
9/20/2021
 
-
86,208,870
13,000,000
10/20/2021
 
-
86,031,252
13,000,000
11/20/2021
 
-
85,852,894
13,000,000
12/20/2021
 
-
85,673,792
13,000,000
1/20/2022
 
-
85,493,945
13,000,000
2/20/2022
 
-
85,313,348
13,000,000
3/20/2022
 
-
85,131,999
13,000,000
4/20/2022
 
-
84,949,894
13,000,000
5/20/2022
 
-
84,767,031
13,000,000
6/20/2022
 
-
84,583,405
13,000,000
7/20/2022
 
-
84,399,014
13,000,000
8/20/2022
 
-
84,213,854
13,000,000
9/20/2022
 
-
84,027,924
13,000,000

III-D-1
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2022
 
-
83,841,219
13,000,000
11/20/2022
 
-
83,653,736
13,000,000
12/20/2022
 
-
83,465,471
13,000,000
1/20/2023
 
-
83,276,423
13,000,000
2/20/2023
 
-
83,086,586
13,000,000
3/20/2023
 
-
82,895,958
13,000,000
4/20/2023
 
-
82,704,537
13,000,000
5/20/2023
 
-
82,512,318
13,000,000
6/20/2023
 
-
82,319,297
13,000,000
7/20/2023
 
-
82,125,472
13,000,000
8/20/2023
 
-
81,930,841
13,000,000
9/20/2023
 
-
81,735,397
13,000,000
10/20/2023
 
-
81,539,140
13,000,000
11/20/2023
 
-
-
-
12/20/2023
 
-
-
-
1/20/2024
 
-
-
-
2/20/2024
 
-
-
-
3/20/2024
 
-
-
-
4/20/2024
 
-
-
-
5/20/2024
 
-
-
-
6/20/2024
 
-
-
-
7/20/2024
 
-
-
-
8/20/2024
 
-
-
-
9/20/2024
 
-
-
-
10/20/2024
 
-
-
-
11/20/2024
 
-
-
-
12/20/2024
 
-
-
-
1/20/2025
 
-
-
-
2/20/2025
 
-
-
-
3/20/2025
 
-
-
-
4/20/2025
 
-
-
-
5/20/2025
 
-
-
-
6/20/2025
 
-
-
-
7/20/2025
 
-
-
-
8/20/2025
 
-
-
-
9/20/2025
 
-
-
-
10/20/2025
 
-
-
-
11/20/2025
 
-
-
-
12/20/2025
 
-
-
-
1/20/2026
 
-
-
-
2/20/2026
 
-
-
-
3/20/2026
 
-
-
-
4/20/2026
 
-
-
-
5/20/2026
 
-
-
-
6/20/2026
 
-
-
-
7/20/2026
 
-
-
-
8/20/2026
 
-
-
-
9/20/2026
 
-
-
-
10/20/2026
 
-
-
-
11/20/2026
 
-
-
-
12/20/2026
 
-
-
-
1/20/2027
 
-
-
-
2/20/2027
 
-
-
-
3/20/2027
 
-
-
-
4/20/2027
 
-
-
-

III-D-2
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
5/20/2027
 
-
-
-
6/20/2027
 
-
-
-
7/20/2027
 
-
-
-
8/20/2027
 
-
-
-
9/20/2027
 
-
-
-
10/20/2027
 
-
-
-

III-D-3
SCHEDULE III-E

SERIES 2014-1 NOTES

AMORTIZATION SCHEDULE

Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2018
 
117,350,000.00
136,908,333.33
17,500,000.00
11/20/2018
 
117,300,000.00
136,850,000.00
17,500,000.00
12/20/2018
 
117,250,000.00
136,791,666.67
17,500,000.00
1/20/2019
 
117,200,000.00
136,733,333.33
17,500,000.00
2/20/2019
 
117,150,000.00
136,675,000.00
17,500,000.00
3/20/2019
 
117,100,000.00
136,616,666.67
17,500,000.00
4/20/2019
 
117,050,000.00
136,558,333.33
17,500,000.00
5/20/2019
 
117,000,000.00
136,500,000.00
17,500,000.00
6/20/2019
 
116,950,000.00
136,441,666.67
17,500,000.00
7/20/2019
 
116,900,000.00
136,383,333.33
17,500,000.00
8/20/2019
 
116,850,000.00
136,325,000.00
17,500,000.00
9/20/2019
 
116,800,000.00
136,266,666.67
17,500,000.00
10/20/2019
 
116,750,000.00
136,208,333.33
17,500,000.00
11/20/2019
 
116,700,000.00
136,150,000.00
17,500,000.00
12/20/2019
 
116,650,000.00
136,091,666.67
17,500,000.00
1/20/2020
 
116,600,000.00
136,033,333.33
17,500,000.00
2/20/2020
 
116,550,000.00
135,975,000.00
17,500,000.00
3/20/2020
 
116,500,000.00
135,916,666.67
17,500,000.00
4/20/2020
 
116,450,000.00
135,858,333.33
17,500,000.00
5/20/2020
 
116,400,000.00
135,800,000.00
17,500,000.00
6/20/2020
 
116,350,000.00
135,741,666.67
17,500,000.00
7/20/2020
 
116,300,000.00
135,683,333.33
17,500,000.00
8/20/2020
 
116,250,000.00
135,625,000.00
17,500,000.00
9/20/2020
 
116,200,000.00
135,566,666.67
17,500,000.00
10/20/2020
 
116,150,000.00
135,508,333.33
17,500,000.00
11/20/2020
 
116,100,000.00
135,450,000.00
17,500,000.00
12/20/2020
 
116,050,000.00
135,391,666.67
17,500,000.00
1/20/2021
 
116,000,000.00
135,333,333.33
17,500,000.00
2/20/2021
 
115,950,000.00
135,275,000.00
17,500,000.00
3/20/2021
 
115,900,000.00
135,216,666.67
17,500,000.00
4/20/2021
 
-
135,158,333.33
17,500,000.00
5/20/2021
 
-
135,100,000.00
17,500,000.00
6/20/2021
 
-
135,041,666.67
17,500,000.00
7/20/2021
 
-
134,983,333.33
17,500,000.00
8/20/2021
 
-
134,925,000.00
17,500,000.00
9/20/2021
 
-
134,866,666.67
17,500,000.00
10/20/2021
 
-
134,808,333.33
17,500,000.00
11/20/2021
 
-
134,750,000.00
17,500,000.00
12/20/2021
 
-
134,691,666.67
17,500,000.00
1/20/2022
 
-
134,633,333.33
17,500,000.00
2/20/2022
 
-
134,575,000.00
17,500,000.00
3/20/2022
 
-
134,516,666.67
17,500,000.00
4/20/2022
 
-
134,458,333.33
17,500,000.00
5/20/2022
 
-
134,400,000.00
17,500,000.00
6/20/2022
 
-
134,341,666.67
17,500,000.00
7/20/2022
 
-
134,283,333.33
17,500,000.00
8/20/2022
 
-
134,225,000.00
17,500,000.00
9/20/2022
 
-
134,166,666.67
17,500,000.00
10/20/2022
 
-
134,108,333.33
17,500,000.00

III-E-1
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
11/20/2022
 
-
134,050,000.00
17,500,000.00
12/20/2022
 
-
133,991,666.67
17,500,000.00
1/20/2023
 
-
133,933,333.33
17,500,000.00
2/20/2023
 
-
133,875,000.00
17,500,000.00
3/20/2023
 
-
133,816,666.67
17,500,000.00
4/20/2023
 
-
133,758,333.33
17,500,000.00
5/20/2023
 
-
133,700,000.00
17,500,000.00
6/20/2023
 
-
133,641,666.67
17,500,000.00
7/20/2023
 
-
133,583,333.33
17,500,000.00
8/20/2023
 
-
133,525,000.00
17,500,000.00
9/20/2023
 
-
133,466,666.67
17,500,000.00
10/20/2023
 
-
133,408,333.33
17,500,000.00
11/20/2023
 
-
133,350,000.00
17,500,000.00
12/20/2023
 
-
133,291,666.67
17,500,000.00
1/20/2024
 
-
133,233,333.33
17,500,000.00
2/20/2024
 
-
133,175,000.00
17,500,000.00
3/20/2024
 
-
133,116,666.67
17,500,000.00
4/20/2024
 
-
-
-
5/20/2024
 
-
-
-
6/20/2024
 
-
-
-
7/20/2024
 
-
-
-
8/20/2024
 
-
-
-
9/20/2024
 
-
-
-
10/20/2024
 
-
-
-
11/20/2024
 
-
-
-
12/20/2024
 
-
-
-
1/20/2025
 
-
-
-
2/20/2025
 
-
-
-
3/20/2025
 
-
-
-
4/20/2025
 
-
-
-
5/20/2025
 
-
-
-
6/20/2025
 
-
-
-
7/20/2025
 
-
-
-
8/20/2025
 
-
-
-
9/20/2025
 
-
-
-
10/20/2025
 
-
-
-
11/20/2025
 
-
-
-
12/20/2025
 
-
-
-
1/20/2026
 
-
-
-
2/20/2026
 
-
-
-
3/20/2026
 
-
-
-
4/20/2026
 
-
-
-
5/20/2026
 
-
-
-
6/20/2026
 
-
-
-
7/20/2026
 
-
-
-
8/20/2026
 
-
-
-
9/20/2026
 
-
-
-
10/20/2026
 
-
-
-
11/20/2026
 
-
-
-
12/20/2026
 
-
-
-
1/20/2027
 
-
-
-
2/20/2027
 
-
-
-
3/20/2027
 
-
-
-
4/20/2027
 
-
-
-
5/20/2027
 
-
-
-

III-E-2
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
6/20/2027
 
-
-
-
7/20/2027
 
-
-
-
8/20/2027
 
-
-
-
9/20/2027
 
-
-
-
10/20/2027
 
-
-
-

III-E-3
SCHEDULE III-F

SERIES 2015-1 NOTES

AMORTIZATION SCHEDULE


Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2018
 
93,337,500.00
265,275,000.00
30,000,000.00
11/20/2018
 
93,297,916.00
265,162,500.00
30,000,000.00
12/20/2018
 
93,258,334.00
265,050,000.00
30,000,000.00
1/20/2019
 
93,218,750.00
264,937,500.00
30,000,000.00
2/20/2019
 
93,179,166.00
264,825,000.00
30,000,000.00
3/20/2019
 
93,139,584.00
264,712,500.00
30,000,000.00
4/20/2019
 
93,100,000.00
264,600,000.00
30,000,000.00
5/20/2019
 
93,060,416.00
264,487,500.00
30,000,000.00
6/20/2019
 
93,020,834.00
264,375,000.00
30,000,000.00
7/20/2019
 
92,981,250.00
264,262,500.00
30,000,000.00
8/20/2019
 
92,941,666.00
264,150,000.00
30,000,000.00
9/20/2019
 
92,902,084.00
264,037,500.00
30,000,000.00
10/20/2019
 
92,862,500.00
263,925,000.00
30,000,000.00
11/20/2019
 
92,822,916.00
263,812,500.00
30,000,000.00
12/20/2019
 
92,783,334.00
263,700,000.00
30,000,000.00
1/20/2020
 
92,743,750.00
263,587,500.00
30,000,000.00
2/20/2020
 
92,704,166.00
263,475,000.00
30,000,000.00
3/20/2020
 
92,664,584.00
263,362,500.00
30,000,000.00
4/20/2020
 
92,625,000.00
263,250,000.00
30,000,000.00
5/20/2020
 
92,585,416.00
263,137,500.00
30,000,000.00
6/20/2020
 
92,545,834.00
263,025,000.00
30,000,000.00
7/20/2020
 
92,506,250.00
262,912,500.00
30,000,000.00
8/20/2020
 
92,466,666.00
262,800,000.00
30,000,000.00
9/20/2020
 
92,427,084.00
262,687,500.00
30,000,000.00
10/20/2020
 
92,387,500.00
262,575,000.00
30,000,000.00
11/20/2020
 
92,347,916.00
262,462,500.00
30,000,000.00
12/20/2020
 
92,308,334.00
262,350,000.00
30,000,000.00
1/20/2021
 
92,268,750.00
262,237,500.00
30,000,000.00
2/20/2021
 
92,229,166.00
262,125,000.00
30,000,000.00
3/20/2021
 
92,189,584.00
262,012,500.00
30,000,000.00
4/20/2021
 
92,150,000.00
261,900,000.00
30,000,000.00
5/20/2021
 
92,110,416.00
261,787,500.00
30,000,000.00
6/20/2021
 
92,070,834.00
261,675,000.00
30,000,000.00
7/20/2021
 
92,031,250.00
261,562,500.00
30,000,000.00
8/20/2021
 
91,991,666.00
261,450,000.00
30,000,000.00
9/20/2021
 
91,952,084.00
261,337,500.00
30,000,000.00
10/20/2021
 
91,912,500.00
261,225,000.00
30,000,000.00
11/20/2021
 
91,872,916.00
261,112,500.00
30,000,000.00
12/20/2021
 
91,833,334.00
261,000,000.00
30,000,000.00
1/20/2022
 
91,793,750.00
260,887,500.00
30,000,000.00
2/20/2022
 
91,754,166.00
260,775,000.00
30,000,000.00
3/20/2022
 
91,714,584.00
260,662,500.00
30,000,000.00
4/20/2022
 
-
260,550,000.00
30,000,000.00
5/20/2022
 
-
260,437,500.00
30,000,000.00
6/20/2022
 
-
260,325,000.00
30,000,000.00
7/20/2022
 
-
260,212,500.00
30,000,000.00

III-F-1
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
8/20/2022
 
-
260,100,000.00
30,000,000.00
9/20/2022
 
-
259,987,500.00
30,000,000.00
10/20/2022
 
-
259,875,000.00
30,000,000.00
11/20/2022
 
-
259,762,500.00
30,000,000.00
12/20/2022
 
-
259,650,000.00
30,000,000.00
1/20/2023
 
-
259,537,500.00
30,000,000.00
2/20/2023
 
-
259,425,000.00
30,000,000.00
3/20/2023
 
-
259,312,500.00
30,000,000.00
4/20/2023
 
-
259,200,000.00
30,000,000.00
5/20/2023
 
-
259,087,500.00
30,000,000.00
6/20/2023
 
-
258,975,000.00
30,000,000.00
7/20/2023
 
-
258,862,500.00
30,000,000.00
8/20/2023
 
-
258,750,000.00
30,000,000.00
9/20/2023
 
-
258,637,500.00
30,000,000.00
10/20/2023
 
-
258,525,000.00
30,000,000.00
11/20/2023
 
-
258,412,500.00
30,000,000.00
12/20/2023
 
-
258,300,000.00
30,000,000.00
1/20/2024
 
-
258,187,500.00
30,000,000.00
2/20/2024
 
-
258,075,000.00
30,000,000.00
3/20/2024
 
-
257,962,500.00
30,000,000.00
4/20/2024
 
-
257,850,000.00
30,000,000.00
5/20/2024
 
-
257,737,500.00
30,000,000.00
6/20/2024
 
-
257,625,000.00
30,000,000.00
7/20/2024
 
-
257,512,500.00
30,000,000.00
8/20/2024
 
-
257,400,000.00
30,000,000.00
9/20/2024
 
-
257,287,500.00
30,000,000.00
10/20/2024
 
-
257,175,000.00
30,000,000.00
11/20/2024
 
-
257,062,500.00
30,000,000.00
12/20/2024
 
-
256,950,000.00
30,000,000.00
1/20/2025
 
-
256,837,500.00
30,000,000.00
2/20/2025
 
-
256,725,000.00
30,000,000.00
3/20/2025
 
-
256,612,500.00
30,000,000.00
4/20/2025
 
-
-
-
5/20/2025
 
-
-
-
6/20/2025
 
-
-
-
7/20/2025
 
-
-
-
8/20/2025
 
-
-
-
9/20/2025
 
-
-
-
10/20/2025
 
-
-
-
11/20/2025
 
-
-
-
12/20/2025
 
-
-
-
1/20/2026
 
-
-
-
2/20/2026
 
-
-
-
3/20/2026
 
-
-
-
4/20/2026
 
-
-
-
5/20/2026
 
-
-
-
6/20/2026
 
-
-
-
7/20/2026
 
-
-
-
8/20/2026
 
-
-
-
9/20/2026
 
-
-
-
10/20/2026
 
-
-
-
11/20/2026
 
-
-
-
12/20/2026
 
-
-
-
1/20/2027
 
-
-
-
2/20/2027
 
-
-
-

III-F-2
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
3/20/2027
 
-
-
-
4/20/2027
 
-
-
-
5/20/2027
 
-
-
-
6/20/2027
 
-
-
-
7/20/2027
 
-
-
-
8/20/2027
 
-
-
-
9/20/2027
 
-
-
-
10/20/2027
 
-
-
-

III-F-3
SCHEDULE III-G

SERIES 2016-1 NOTES

AMORTIZATION SCHEDULE


Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2018
 
192,812,360
131,397,822
20,000,000
11/20/2018
 
192,500,237
131,191,304
20,000,000
12/20/2018
 
192,187,074
130,984,098
20,000,000
1/20/2019
 
191,872,867
130,776,201
20,000,000
2/20/2019
 
191,557,612
130,567,611
20,000,000
3/20/2019
 
191,241,307
130,358,326
20,000,000
4/20/2019
 
190,923,948
130,148,343
20,000,000
5/20/2019
 
190,605,530
129,937,660
20,000,000
6/20/2019
 
190,286,051
129,726,275
20,000,000
7/20/2019
 
189,965,508
129,514,185
20,000,000
8/20/2019
 
189,643,895
129,301,388
20,000,000
9/20/2019
 
189,321,211
129,087,882
20,000,000
10/20/2019
 
188,997,451
128,873,665
20,000,000
11/20/2019
 
188,672,612
128,658,733
20,000,000
12/20/2019
 
188,346,690
128,443,085
20,000,000
1/20/2020
 
188,019,682
128,226,718
20,000,000
2/20/2020
 
187,691,584
128,009,629
20,000,000
3/20/2020
 
187,362,392
127,791,817
20,000,000
4/20/2020
 
187,032,102
127,573,280
20,000,000
5/20/2020
 
186,700,712
127,354,013
20,000,000
6/20/2020
 
186,368,217
127,134,016
20,000,000
7/20/2020
 
186,034,614
126,913,285
20,000,000
8/20/2020
 
185,699,899
126,691,819
20,000,000
9/20/2020
 
185,364,068
126,469,614
20,000,000
10/20/2020
 
185,027,117
126,246,669
20,000,000
11/20/2020
 
184,689,044
126,022,981
20,000,000
12/20/2020
 
184,349,843
125,798,547
20,000,000
1/20/2021
 
184,009,512
125,573,364
20,000,000
2/20/2021
 
183,668,047
125,347,432
20,000,000
3/20/2021
 
183,325,443
125,120,746
20,000,000
4/20/2021
 
182,981,697
124,893,304
20,000,000
5/20/2021
 
182,636,806
124,665,105
20,000,000
6/20/2021
 
182,290,764
124,436,144
20,000,000
7/20/2021
 
181,943,570
124,206,421
20,000,000
8/20/2021
 
181,595,218
123,975,932
20,000,000
9/20/2021
 
181,245,705
123,744,674
20,000,000
10/20/2021
 
180,895,026
123,512,646
20,000,000
11/20/2021
 
180,543,179
123,279,844
20,000,000
12/20/2021
 
180,190,159
123,046,266
20,000,000
1/20/2022
 
179,835,962
122,811,910
20,000,000
2/20/2022
 
179,480,585
122,576,772
20,000,000
3/20/2022
 
179,124,023
122,340,851
20,000,000
4/20/2022
 
178,766,273
122,104,143
20,000,000
5/20/2022
 
178,407,329
121,866,646
20,000,000
6/20/2022
 
178,047,190
121,628,357
20,000,000
7/20/2022
 
177,685,850
121,389,275
20,000,000
8/20/2022
 
177,323,306
121,149,395
20,000,000
9/20/2022
 
176,959,553
120,908,716
20,000,000

III-G-1
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
10/20/2022
 
176,594,587
120,667,234
20,000,000
11/20/2022
 
176,228,405
120,424,947
20,000,000
12/20/2022
 
175,861,003
120,181,853
20,000,000
1/20/2023
 
175,492,376
119,937,949
20,000,000
2/20/2023
 
175,122,520
119,693,231
20,000,000
3/20/2023
 
174,751,431
119,447,698
20,000,000
4/20/2023
 
174,379,105
119,201,346
20,000,000
5/20/2023
 
174,005,538
118,954,174
20,000,000
6/20/2023
 
173,630,726
118,706,177
20,000,000
7/20/2023
 
173,254,664
118,457,353
20,000,000
8/20/2023
 
172,877,349
118,207,701
20,000,000
9/20/2023
 
172,498,776
117,957,216
20,000,000
10/20/2023
 
172,118,942
117,705,896
20,000,000
11/20/2023
 
171,737,841
117,453,738
20,000,000
12/20/2023
 
171,355,470
117,200,740
20,000,000
1/20/2024
 
170,971,824
116,946,898
20,000,000
2/20/2024
 
170,586,900
116,692,211
20,000,000
3/20/2024
 
170,200,692
116,436,674
20,000,000
4/20/2024
 
169,813,197
116,180,286
20,000,000
5/20/2024
 
169,424,411
115,923,043
20,000,000
6/20/2024
 
169,034,328
115,664,942
20,000,000
7/20/2024
 
168,642,945
115,405,981
20,000,000
8/20/2024
 
168,250,258
115,146,157
20,000,000
9/20/2024
 
167,856,261
114,885,467
20,000,000
10/20/2024
 
167,460,952
114,623,908
20,000,000
11/20/2024
 
167,064,324
114,361,477
20,000,000
12/20/2024
 
166,666,375
114,098,171
20,000,000
1/20/2025
 
166,267,099
113,833,988
20,000,000
2/20/2025
 
165,866,492
113,568,924
20,000,000
3/20/2025
 
165,464,549
113,302,976
20,000,000
4/20/2025
 
165,061,267
113,036,142
20,000,000
5/20/2025
 
164,656,641
112,768,419
20,000,000
6/20/2025
 
164,250,666
112,499,803
20,000,000
7/20/2025
 
163,843,338
112,230,292
20,000,000
8/20/2025
 
163,434,651
111,959,882
20,000,000
9/20/2025
 
163,024,603
111,688,571
20,000,000
10/20/2025
 
162,613,188
111,416,355
20,000,000
11/20/2025
 
162,200,401
111,143,233
20,000,000
12/20/2025
 
161,786,238
110,869,199
20,000,000
1/20/2026
 
161,370,695
110,594,253
20,000,000
2/20/2026
 
160,953,767
110,318,390
20,000,000
3/20/2026
 
160,535,449
110,041,607
20,000,000
4/20/2026
 
160,115,737
109,763,902
20,000,000
5/20/2026
 
159,694,625
109,485,271
20,000,000
6/20/2026
 
159,272,110
109,205,711
20,000,000
7/20/2026
 
158,848,186
108,925,219
20,000,000
8/20/2026
 
158,422,850
108,643,793
20,000,000
9/20/2026
 
157,996,095
108,361,428
20,000,000
10/20/2026
 
-
108,078,122
20,000,000
11/20/2026
 
-
107,793,872
20,000,000
12/20/2026
 
-
107,508,674
20,000,000
1/20/2027
 
-
107,222,526
20,000,000
2/20/2027
 
-
106,935,424
20,000,000
3/20/2027
 
-
106,647,364
20,000,000
4/20/2027
 
-
-
-

III-G-2
Date
Scheduled Class A-1
Principal Balance ($)
Scheduled Class A-2
Principal Balance ($)
Scheduled Class B
Principal Balance ($)
5/20/2027
 
-
-
-
6/20/2027
 
-
-
-
7/20/2027
 
-
-
-
8/20/2027
 
-
-
-
9/20/2027
 
-
-
-
10/20/2027
 
-
-
-

III-G-3
SCHEDULE III-H

SERIES 2018-1 CLASS A-1 (AAA) NOTES

AMORTIZATION SCHEDULE

Payment Date
Scheduled Class A-1 (AAA)
Principal Balance ($)
Series Closing Date
150,000,000.00
11/20/2018
149,741,733.00
12/20/2018
149,483,466.00
1/20/2019
149,225,198.00
2/20/2019
148,966,931.00
3/20/2019
148,708,664.00
4/20/2019
148,450,397.00
5/20/2019
148,192,130.00
6/20/2019
147,933,862.00
7/20/2019
147,675,595.00
8/20/2019
147,417,328.00
9/20/2019
147,159,061.00
10/20/2019
146,900,794.00
11/20/2019
146,642,526.00
12/20/2019
146,384,259.00
1/20/2020
146,125,992.00
2/20/2020
145,867,725.00
3/20/2020
145,609,458.00
4/20/2020
145,351,190.00
5/20/2020
145,092,923.00
6/20/2020
144,834,656.00
7/20/2020
144,576,389.00
8/20/2020
144,318,122.00
9/20/2020
144,059,854.00
10/20/2020
143,801,587.00
11/20/2020
143,676,587.00
12/20/2020
143,551,587.00
1/20/2021
143,426,587.00
2/20/2021
143,301,587.00
3/20/2021
143,176,587.00
4/20/2021
143,051,587.00
5/20/2021
142,926,587.00
6/20/2021
142,801,587.00
7/20/2021
142,676,587.00
8/20/2021
142,551,587.00
9/20/2021
142,426,587.00
10/20/2021
142,301,587.00

III-H-1
Payment Date
Scheduled Class A-1 (AAA)
Principal Balance ($)
11/20/2021
142,176,587.00
12/20/2021
142,051,587.00
1/20/2022
141,926,587.00
2/20/2022
141,801,587.00
3/20/2022
141,676,587.00
4/20/2022
141,551,587.00
5/20/2022
141,426,587.00
6/20/2022
141,301,587.00
7/20/2022
141,176,587.00
8/20/2022
141,051,587.00
9/20/2022
140,926,587.00
10/20/2022
140,801,587.00
11/20/2022
140,676,587.00
12/20/2022
140,551,587.00
1/20/2023
140,426,587.00
2/20/2023
140,301,587.00
3/20/2023
140,176,587.00
4/20/2023
140,051,587.00
5/20/2023
139,926,587.00
6/20/2023
139,801,587.00
7/20/2023
139,676,587.00
8/20/2023
139,551,587.00
9/20/2023
139,426,587.00
10/20/2023
139,301,587.00
11/20/2023
139,176,587.00
12/20/2023
139,051,587.00
1/20/2024
138,926,587.00
2/20/2024
138,801,587.00
3/20/2024
138,676,587.00
4/20/2024
138,551,587.00
5/20/2024
138,426,587.00
6/20/2024
138,301,587.00
7/20/2024
138,176,587.00
8/20/2024
138,051,587.00
9/20/2024
137,926,587.00
10/20/2024
-
11/20/2024
-
12/20/2024
-
1/20/2025
-
2/20/2025
-
3/20/2025
-
4/20/2025
-
5/20/2025
-

III-H-2
Payment Date
Scheduled Class A-1 (AAA)
Principal Balance ($)
6/20/2025
-
7/20/2025
-
8/20/2025
-
9/20/2025
-
10/20/2025
-
11/20/2025
-
12/20/2025
-
1/20/2026
-
2/20/2026
-
3/20/2026
-
4/20/2026
-
5/20/2026
-
6/20/2026
-
7/20/2026
-
8/20/2026
-
9/20/2026
-
10/20/2026
-
11/20/2026
-
12/20/2026
-
1/20/2027
-
2/20/2027
-
3/20/2027
-
4/20/2027
-
5/20/2027
-
6/20/2027
-
7/20/2027
-
8/20/2027
-
9/20/2027
-
10/20/2027
-

III-H-3
SCHEDULE III-I

SERIES 2018-1 CLASS A-2 (AAA) NOTES

AMORTIZATION SCHEDULE


Payment Date
Scheduled Class A-2 (AAA)
Principal Balance ($)
Series Closing Date
228,000,000.00
11/20/2018
227,607,434.00
12/20/2018
227,214,868.00
1/20/2019
226,822,302.00
2/20/2019
226,429,735.00
3/20/2019
226,037,169.00
4/20/2019
225,644,603.00
5/20/2019
225,252,037.00
6/20/2019
224,859,471.00
7/20/2019
224,466,905.00
8/20/2019
224,074,339.00
9/20/2019
223,681,772.00
10/20/2019
223,289,206.00
11/20/2019
222,896,640.00
12/20/2019
222,504,074.00
1/20/2020
222,111,508.00
2/20/2020
221,718,942.00
3/20/2020
221,326,376.00
4/20/2020
220,933,810.00
5/20/2020
220,541,243.00
6/20/2020
220,148,677.00
7/20/2020
219,756,111.00
8/20/2020
219,363,545.00
9/20/2020
218,970,979.00
10/20/2020
218,578,413.00
11/20/2020
218,388,413.00
12/20/2020
218,198,413.00
1/20/2021
218,008,413.00
2/20/2021
217,818,413.00
3/20/2021
217,628,413.00
4/20/2021
217,438,413.00
5/20/2021
217,248,413.00
6/20/2021
217,058,413.00
7/20/2021
216,868,413.00
8/20/2021
216,678,413.00
9/20/2021
216,488,413.00
10/20/2021
216,298,413.00

III-I-1
Payment Date
Scheduled Class A-2 (AAA)
Principal Balance ($)
11/20/2021
216,108,413.00
12/20/2021
215,918,413.00
1/20/2022
215,728,413.00
2/20/2022
215,538,413.00
3/20/2022
215,348,413.00
4/20/2022
215,158,413.00
5/20/2022
214,968,413.00
6/20/2022
214,778,413.00
7/20/2022
214,588,413.00
8/20/2022
214,398,413.00
9/20/2022
214,208,413.00
10/20/2022
214,018,413.00
11/20/2022
213,828,413.00
12/20/2022
213,638,413.00
1/20/2023
213,448,413.00
2/20/2023
213,258,413.00
3/20/2023
213,068,413.00
4/20/2023
212,878,413.00
5/20/2023
212,688,413.00
6/20/2023
212,498,413.00
7/20/2023
212,308,413.00
8/20/2023
212,118,413.00
9/20/2023
211,928,413.00
10/20/2023
211,738,413.00
11/20/2023
211,548,413.00
12/20/2023
211,358,413.00
1/20/2024
211,168,413.00
2/20/2024
210,978,413.00
3/20/2024
210,788,413.00
4/20/2024
210,598,413.00
5/20/2024
210,408,413.00
6/20/2024
210,218,413.00
7/20/2024
210,028,413.00
8/20/2024
209,838,413.00
9/20/2024
209,648,413.00
10/20/2024
209,458,413.00
11/20/2024
209,268,413.00
12/20/2024
209,078,413.00
1/20/2025
208,888,413.00
2/20/2025
208,698,413.00
3/20/2025
208,508,413.00
4/20/2025
208,318,413.00
5/20/2025
208,128,413.00
III-I-2
Payment Date
Scheduled Class A-2 (AAA)
Principal Balance ($)
6/20/2025
207,938,413.00
7/20/2025
207,748,413.00
8/20/2025
207,558,413.00
9/20/2025
207,368,413.00
10/20/2025
207,178,413.00
11/20/2025
206,988,413.00
12/20/2025
206,798,413.00
1/20/2026
206,608,413.00
2/20/2026
206,418,413.00
3/20/2026
206,228,413.00
4/20/2026
206,038,413.00
5/20/2026
205,848,413.00
6/20/2026
205,658,413.00
7/20/2026
205,468,413.00
8/20/2026
205,278,413.00
9/20/2026
205,088,413.00
10/20/2026
204,898,413.00
11/20/2026
204,708,413.00
12/20/2026
204,518,413.00
1/20/2027
204,328,413.00
2/20/2027
204,138,413.00
3/20/2027
203,948,413.00
4/20/2027
203,758,413.00
5/20/2027
203,568,413.00
6/20/2027
203,378,413.00
7/20/2027
203,188,413.00
8/20/2027
202,998,413.00
9/20/2027
202,808,413.00
10/20/2027
-

III-I-3
SCHEDULE III-J

SERIES 2018-1 CLASS A-3 (A+) NOTES

AMORTIZATION SCHEDULE

Payment Date
Scheduled Class A-3 (A+)
Principal Balance ($)
Series Closing Date
50,000,000.00
11/20/2018
49,979,167.00
12/20/2018
49,958,333.00
1/20/2019
49,937,500.00
2/20/2019
49,916,667.00
3/20/2019
49,895,833.00
4/20/2019
49,875,000.00
5/20/2019
49,854,167.00
6/20/2019
49,833,333.00
7/20/2019
49,812,500.00
8/20/2019
49,791,667.00
9/20/2019
49,770,833.00
10/20/2019
49,750,000.00
11/20/2019
49,729,167.00
12/20/2019
49,708,333.00
1/20/2020
49,687,500.00
2/20/2020
49,666,667.00
3/20/2020
49,645,833.00
4/20/2020
49,625,000.00
5/20/2020
49,604,167.00
6/20/2020
49,583,333.00
7/20/2020
49,562,500.00
8/20/2020
49,541,667.00
9/20/2020
49,520,833.00
10/20/2020
49,500,000.00
11/20/2020
49,458,333.00
12/20/2020
49,416,667.00
1/20/2021
49,375,000.00
2/20/2021
49,333,333.00
3/20/2021
49,291,667.00
4/20/2021
49,250,000.00
5/20/2021
49,208,333.00
6/20/2021
49,166,667.00
7/20/2021
49,125,000.00
8/20/2021
49,083,333.00
9/20/2021
49,041,667.00
10/20/2021
49,000,000.00
11/20/2021
48,958,333.00
12/20/2021
48,916,667.00
1/20/2022
48,875,000.00

III-J-1
Payment Date
Scheduled Class A-3 (A+)
Principal Balance ($)
2/20/2022
48,833,333.00
3/20/2022
48,791,667.00
4/20/2022
48,750,000.00
5/20/2022
48,708,333.00
6/20/2022
48,666,667.00
7/20/2022
48,625,000.00
8/20/2022
48,583,333.00
9/20/2022
48,541,667.00
10/20/2022
48,500,000.00
11/20/2022
48,458,333.00
12/20/2022
48,416,667.00
1/20/2023
48,375,000.00
2/20/2023
48,333,333.00
3/20/2023
48,291,667.00
4/20/2023
48,250,000.00
5/20/2023
48,208,333.00
6/20/2023
48,166,667.00
7/20/2023
48,125,000.00
8/20/2023
48,083,333.00
9/20/2023
48,041,667.00
10/20/2023
48,000,000.00
11/20/2023
47,958,333.00
12/20/2023
47,916,667.00
1/20/2024
47,875,000.00
2/20/2024
47,833,333.00
3/20/2024
47,791,667.00
4/20/2024
47,750,000.00
5/20/2024
47,708,333.00
6/20/2024
47,666,667.00
7/20/2024
47,625,000.00
8/20/2024
47,583,333.00
9/20/2024
47,541,667.00
10/20/2024
-
11/20/2024
-
12/20/2024
-
1/20/2025
-
2/20/2025
-
3/20/2025
-
4/20/2025
-
5/20/2025
-
6/20/2025
-
7/20/2025
-
8/20/2025
-
9/20/2025
-
10/20/2025
-
11/20/2025
-

III-J-2
Payment Date
Scheduled Class A-3 (A+)
Principal Balance ($)
12/20/2025
-
1/20/2026
-
2/20/2026
-
3/20/2026
-
4/20/2026
-
5/20/2026
-
6/20/2026
-
7/20/2026
-
8/20/2026
-
9/20/2026
-
10/20/2026
-
11/20/2026
-
12/20/2026
-
1/20/2027
-
2/20/2027
-
3/20/2027
-
4/20/2027
-
5/20/2027
-
6/20/2027
-
7/20/2027
-
8/20/2027
-
9/20/2027
-
10/20/2027
-

III-J-3
SCHEDULE III-K

SERIES 2018-1 CLASS A-4 (A+) NOTES

AMORTIZATION SCHEDULE

Payment Date
Scheduled Class A-4 (A+)
Principal Balance ($)
Series Closing Date
164,000,000.00
11/20/2018
163,931,667.00
12/20/2018
163,863,333.00
1/20/2019
163,795,000.00
2/20/2019
163,726,667.00
3/20/2019
163,658,333.00
4/20/2019
163,590,000.00
5/20/2019
163,521,667.00
6/20/2019
163,453,333.00
7/20/2019
163,385,000.00
8/20/2019
163,316,667.00
9/20/2019
163,248,333.00
10/20/2019
163,180,000.00
11/20/2019
163,111,667.00
12/20/2019
163,043,333.00
1/20/2020
162,975,000.00
2/20/2020
162,906,667.00
3/20/2020
162,838,333.00
4/20/2020
162,770,000.00
5/20/2020
162,701,667.00
6/20/2020
162,633,333.00
7/20/2020
162,565,000.00
8/20/2020
162,496,667.00
9/20/2020
162,428,333.00
10/20/2020
162,360,000.00
11/20/2020
162,223,333.00
12/20/2020
162,086,667.00
1/20/2021
161,950,000.00
2/20/2021
161,813,333.00
3/20/2021
161,676,667.00
4/20/2021
161,540,000.00
5/20/2021
161,403,333.00
6/20/2021
161,266,667.00
7/20/2021
161,130,000.00
8/20/2021
160,993,333.00
9/20/2021
160,856,667.00
10/20/2021
160,720,000.00
11/20/2021
160,583,333.00
12/20/2021
160,446,667.00
1/20/2022
160,310,000.00

III-K-1
Payment Date
Scheduled Class A-4 (A+)
Principal Balance ($)
2/20/2022
160,173,333.00
3/20/2022
160,036,667.00
4/20/2022
159,900,000.00
5/20/2022
159,763,333.00
6/20/2022
159,626,667.00
7/20/2022
159,490,000.00
8/20/2022
159,353,333.00
9/20/2022
159,216,667.00
10/20/2022
159,080,000.00
11/20/2022
158,943,333.00
12/20/2022
158,806,667.00
1/20/2023
158,670,000.00
2/20/2023
158,533,333.00
3/20/2023
158,396,667.00
4/20/2023
158,260,000.00
5/20/2023
158,123,333.00
6/20/2023
157,986,667.00
7/20/2023
157,850,000.00
8/20/2023
157,713,333.00
9/20/2023
157,576,667.00
10/20/2023
157,440,000.00
11/20/2023
157,303,333.00
12/20/2023
157,166,667.00
1/20/2024
157,030,000.00
2/20/2024
156,893,333.00
3/20/2024
156,756,667.00
4/20/2024
156,620,000.00
5/20/2024
156,483,333.00
6/20/2024
156,346,667.00
7/20/2024
156,210,000.00
8/20/2024
156,073,333.00
9/20/2024
155,936,667.00
10/20/2024
155,800,000.00
11/20/2024
155,663,333.00
12/20/2024
155,526,667.00
1/20/2025
155,390,000.00
2/20/2025
155,253,333.00
3/20/2025
155,116,667.00
4/20/2025
154,980,000.00
5/20/2025
154,843,333.00
6/20/2025
154,706,667.00
7/20/2025
154,570,000.00
8/20/2025
154,433,333.00
9/20/2025
154,296,667.00
10/20/2025
154,160,000.00
11/20/2025
154,023,333.00

III-K-2
Payment Date
Scheduled Class A-4 (A+)
Principal Balance ($)
12/20/2025
153,886,667.00
1/20/2026
153,750,000.00
2/20/2026
153,613,333.00
3/20/2026
153,476,667.00
4/20/2026
153,340,000.00
5/20/2026
153,203,333.00
6/20/2026
153,066,667.00
7/20/2026
152,930,000.00
8/20/2026
152,793,333.00
9/20/2026
152,656,667.00
10/20/2026
152,520,000.00
11/20/2026
152,383,333.00
12/20/2026
152,246,667.00
1/20/2027
152,110,000.00
2/20/2027
151,973,333.00
3/20/2027
151,836,667.00
4/20/2027
151,700,000.00
5/20/2027
151,563,333.00
6/20/2027
151,426,667.00
7/20/2027
151,290,000.00
8/20/2027
151,153,333.00
9/20/2027
151,016,667.00
10/20/2027
-

III-K-3
SCHEDULE III-L

SERIES 2018-1 CLASS B NOTES

AMORTIZATION SCHEDULE


Payment Date
Scheduled Class B
Principal Balance ($)
Series Closing Date
34,000,000
11/20/2018
34,000,000
12/20/2018
34,000,000
1/20/2019
34,000,000
2/20/2019
34,000,000
3/20/2019
34,000,000
4/20/2019
34,000,000
5/20/2019
34,000,000
6/20/2019
34,000,000
7/20/2019
34,000,000
8/20/2019
34,000,000
9/20/2019
34,000,000
10/20/2019
34,000,000
11/20/2019
34,000,000
12/20/2019
34,000,000
1/20/2020
34,000,000
2/20/2020
34,000,000
3/20/2020
34,000,000
4/20/2020
34,000,000
5/20/2020
34,000,000
6/20/2020
34,000,000
7/20/2020
34,000,000
8/20/2020
34,000,000
9/20/2020
34,000,000
10/20/2020
34,000,000
11/20/2020
34,000,000
12/20/2020
34,000,000
1/20/2021
34,000,000
2/20/2021
34,000,000
3/20/2021
34,000,000
4/20/2021
34,000,000
5/20/2021
34,000,000
6/20/2021
34,000,000
7/20/2021
34,000,000
8/20/2021
34,000,000
9/20/2021
34,000,000
10/20/2021
34,000,000
11/20/2021
34,000,000
12/20/2021
34,000,000
1/20/2022
34,000,000

III-L-1
Payment Date
Scheduled Class B
Principal Balance ($)
2/20/2022
34,000,000
3/20/2022
34,000,000
4/20/2022
34,000,000
5/20/2022
34,000,000
6/20/2022
34,000,000
7/20/2022
34,000,000
8/20/2022
34,000,000
9/20/2022
34,000,000
10/20/2022
34,000,000
11/20/2022
34,000,000
12/20/2022
34,000,000
1/20/2023
34,000,000
2/20/2023
34,000,000
3/20/2023
34,000,000
4/20/2023
34,000,000
5/20/2023
34,000,000
6/20/2023
34,000,000
7/20/2023
34,000,000
8/20/2023
34,000,000
9/20/2023
34,000,000
10/20/2023
34,000,000
11/20/2023
34,000,000
12/20/2023
34,000,000
1/20/2024
34,000,000
2/20/2024
34,000,000
3/20/2024
34,000,000
4/20/2024
34,000,000
5/20/2024
34,000,000
6/20/2024
34,000,000
7/20/2024
34,000,000
8/20/2024
34,000,000
9/20/2024
34,000,000
10/20/2024
34,000,000
11/20/2024
34,000,000
12/20/2024
34,000,000
1/20/2025
34,000,000
2/20/2025
34,000,000
3/20/2025
34,000,000
4/20/2025
34,000,000
5/20/2025
34,000,000
6/20/2025
34,000,000
7/20/2025
34,000,000
8/20/2025
34,000,000
9/20/2025
34,000,000
10/20/2025
34,000,000
11/20/2025
34,000,000

III-L-2
Payment Date
Scheduled Class B
Principal Balance ($)
12/20/2025
34,000,000
1/20/2026
34,000,000
2/20/2026
34,000,000
3/20/2026
34,000,000
4/20/2026
34,000,000
5/20/2026
34,000,000
6/20/2026
34,000,000
7/20/2026
34,000,000
8/20/2026
34,000,000
9/20/2026
34,000,000
10/20/2026
34,000,000
11/20/2026
34,000,000
12/20/2026
34,000,000
1/20/2027
34,000,000
2/20/2027
34,000,000
3/20/2027
34,000,000
4/20/2027
34,000,000
5/20/2027
34,000,000
6/20/2027
34,000,000
7/20/2027
34,000,000
8/20/2027
34,000,000
9/20/2027
34,000,000
10/20/2027
-


III-L-3
EXECUTION VERSION
Exhibit 10.1

STORE MASTER FUNDING I, LLC
as an Issuer,

STORE MASTER FUNDING II, LLC
as an Issuer,

STORE MASTER FUNDING III, LLC
as an Issuer,

STORE MASTER FUNDING IV, LLC
as an Issuer,

STORE MASTER FUNDING V, LLC
as an Issuer,

STORE MASTER FUNDING VI, LLC
as an Issuer,

STORE MASTER FUNDING VII, LLC
as an Issuer,

and

EACH JOINING PARTY
each, as an Issuer,

STORE CAPITAL CORPORATION
as Property Manager and Special Servicer,

KEYBANK NATIONAL ASSOCIATION
as Back-Up Manager

and

CITIBANK, N.A. ,


not individually but solely as Indenture Trustee

FIFTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND
SERVICING AGREEMENT


Dated as of October 22, 2018


Net-Lease Mortgage Notes

TABLE OF CONTENTS


   
Page
       
ARTICLE I DEFINITIONS
2
       
Section 1.01
 
Defined Terms
2
       
Section 1.02
 
Other Definitional Provisions
32
       
Section 1.03
 
Certain Calculations in Respect of the Leases and the Mortgage Loans
33
       
Section 1.04
 
Fee Calculations
34
       
ARTICLE II  REPRESENTATIONS AND WARRANTIES; RECORDINGS AND FILINGS; BOOKS AND RECORDS; DEFECT, BREACH, CURE, REPURCHASE AND SUBSTITUTION
35
       
Section 2.01
 
Representations and Warranties of STORE Capital, the Back-Up Manager and the Issuers
35
       
Section 2.02
 
Recordings and Filings; Books and Records; Document Defects
39
       
Section 2.03
 
Repurchase or Transfer and Exchange for Document Defects, Collateral Defects and Breaches of Representations and Warranties.
41
       
Section 2.04
 
Non Petition Agreement.
42
       
ARTICLE III  ADMINISTRATION AND SERVICING OF PROPERTIES, LEASES AND MORTGAGE LOANS
42
       
Section 3.01
 
Administration of the Properties, Leases and Mortgage Loans.
42
       
Section 3.02
 
Collection of Monthly Lease Payments and Monthly Loan Payments; General Receipts Accounts; Lockbox Transfer Accounts; Collection Account;  Release Account.
43
       
Section 3.03
 
Advances.
46
       
Section 3.04
 
Withdrawals From the Collection Account and Release Account.
49
       
Section 3.05
 
Investment of Funds in the Collection Account and the Release Account.
50
       
Section 3.06
 
Maintenance of Insurance Policies: Errors and Omissions and Fidelity Coverage.
52
       
Section 3.07
 
DSCR Reserve Account.
55
       
Section 3.08
 
Issuers, Custodian and Indenture Trustee to Cooperate; Release of Lease Files and Loan Files.
55
       
Section 3.09
 
Servicing Compensation: Interest on Advances.
56
       
Section 3.10
 
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.
58
       
Section 3.11
 
Quarterly Statement as to Compliance.
58
       
Section 3.12
 
Reports by Independent Public Accountants.
59

ii
Section 3.13
 
Access to Certain Information; Delivery of Certain Information.
59
       
Section 3.14
 
Management of REO Properties and Properties Relating to Defaulted Assets.
59
       
Section 3.15
 
Release, Sale and Exchange of Defaulted Assets and Terminated Lease Properties.
61
       
Section 3.16
 
Renewals, Modifications, Waivers, Amendments; Consents and Other Matters.
64
       
Section 3.17
 
Transfer of Servicing Between Property Manager and Special Servicer; Record Keeping.
66
       
Section 3.18
 
Sub-Management Agreements.
67
       
Section 3.19
 
Casualty.
69
       
Section 3.20
 
Condemnation.
72
       
Section 3.21
 
Separateness Provisions.
74
       
Section 3.22
 
Estoppels.
75
       
Section 3.23
 
Environmental Matters.
76
       
ARTICLE IV  REPORTS
78
       
Section 4.01
 
Reports to the Issuers and the Indenture Trustee
78
       
Section 4.02
 
Use of Agents.
81
       
ARTICLE V THE PROPERTY MANAGER AND THE SPECIAL SERVICER
81
       
Section 5.01
 
Liability of the Property Manager, the Special Servicer and the Back-Up Manager.
81
       
Section 5.02
 
Merger, Consolidation or Conversion of the Property Manager, the Special Servicer and the Back-Up Manager.
81
       
Section 5.03
 
Limitation on Liability of the Property Manager, the Special Servicer and the Back-Up Manager.
82
       
Section 5.04
 
Term of Service; Property Manager and Special Servicer Not to Resign
82
       
Section 5.05
 
Rights of Certain Persons in Respect of the Property Manager and the Special Servicer.
84
       
Section 5.06
 
Designation of Special Servicer by the Indenture Trustee
84
       
Section 5.07
 
Property Manager or Special Servicer as Owner of Notes
85
       
ARTICLE VI SERVICER REPLACEMENT EVENTS
86
       
Section 6.01
 
Servicer Replacement Events.
86
       
Section 6.02
 
Appointment of Successor Servicer
88
       
Section 6.03
 
Back-Up Manager.
90
       
Section 6.04
 
Additional Remedies of Issuers and the Indenture Trustee upon a Servicer Replacement Event.
92

iii
ARTICLE VII TRANSFERS AND EXCHANGES OF PROPERTIES AND MORTGAGE LOANS BY ISSUERS; RELEASE OF PROPERTIES AND MORTGAGE LOANS BY ISSUERS
93
       
Section 7.01
 
Exchange of Mortgage Loans and Properties.
93
       
Section 7.02
 
Sale Pursuant to Third Party Purchase Option.
95
       
Section 7.03
 
Transfer of Lease to New Property.
96
       
Section 7.04
 
Release of Property by an Issuer.
96
       
Section 7.05
 
Terminated Lease Property and REO Property.
97
       
Section 7.06
 
Risk-Based or Credit Risk Substitution.
97
       
Section 7.07
 
Disposition Period.
98
       
Section 7.08
 
Qualified Deleveraging Event.
98
       
Section 7.09
 
Series Collateral Release.
99
       
Section 7.10
 
Like-Kind Exchange. In the event that STORE Capital enters into a Master Exchange Agreement, the following restrictions shall apply:
99
       
Section 7.11
 
Exchange Reserve Account.
101
       
Section 7.12
 
Triple A Release Event
102
       
Section 7.13
 
.
103
       
ARTICLE VIII TERMINATION
103
       
Section 8.01
 
Termination
103
       
ARTICLE IX MISCELLANEOUS PROVISIONS
103
       
Section 9.01
 
Amendment.
103
       
Section 9.02
 
Counterparts.
103
       
Section 9.03
 
Governing Law.
103
       
Section 9.04
 
Notices.
104
       
Section 9.05
 
Severability of Provisions.
104
       
Section 9.06
 
Effect of Headings and Table of Contents.
105
       
Section 9.07
 
Notices to the Rating Agencies and Others.
105
       
Section 9.08
 
Successors and Assigns: Beneficiaries.
106
       
Section 9.09
 
Complete Agreement.
106
       
Section 9.10
 
Consent to Jurisdiction.
106
       
Section 9.11
 
No Proceedings.x
106
       
Section 9.12
 
Cooperation.
107
       
Section 9.13
 
Acknowledgment of Receipts by Indenture Trustee.
107

iv
EXHIBITS

EXHIBIT A
[RESERVED]
   
EXHIBIT B-l
FORM OF REQUEST FOR RELEASE — PROPERTY MANAGER
   
EXHIBIT B-2
FORM OF REQUEST FOR RELEASE — SPECIAL SERVICER
   
EXHIBIT C-1
FORM OF NOTICE AND ACKNOWLEDGMENT OF DESIGNATION OF REPLACEMENT SPECIAL SERVICER
   
EXHIBIT C-2
FORM OF ACKNOWLEDGMENT BY PROPOSED SPECIAL SERVICER ACCEPTING APPOINTMENT
   
EXHIBIT D
FORM OF LIMITED POWERS OF ATTORNEY FROM ISSUER OR INDENTURE TRUSTEE
   
EXHIBIT E
FORM OF ESTOPPEL CERTIFICATE, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
   
EXHIBIT F
FORM OF JOINDER
   
EXHIBIT G
FORM OF CERTIFICATE UNDER SECTION 7.01(b)
   
EXHIBIT H
FORM OF DETERMINATION DATE REPORT
   
EXHIBIT I
CALCULATION OF FIXED CHARGE COVERAGE RATIOS
   
EXHIBIT J
FORM OF MASTER EXCHANGE AGREEMENT
   
EXHIBIT K
FORM OF ESCROW AGREEMENT

v
This FIFTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of October 22, 2018 (this “ Agreement ”), is made among STORE Master Funding I, LLC, as an issuer (an “ Issuer ”), STORE Master Funding II, LLC, as an issuer (an “ Issuer ”), STORE Master Funding III, LLC, as an issuer (an “ Issuer ”), STORE Master Funding IV, LLC, as an issuer (an “ Issuer ”), STORE Master Funding V, LLC, as an issuer (an “ Issuer ”), STORE Master Funding VI, LLC, as an issuer (an “ Issuer ”), STORE Master Funding VII, LLC, as an issuer (an “ Issuer ”), each Joining Party, each as an issuer (each, an “ Issuer ”), STORE Capital Corporation, a Maryland corporation, as property manager and special servicer (together with its successors in such capacities, the “ Property Manager ” and “ Special Servicer ,” respectively), Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “ Indenture Trustee ”) and KeyBank National Association, as Back-Up Manager (together with its successors in such capacity, the “ Back-Up   Manager ”).

PRELIMINARY STATEMENT

As of the Initial Closing Date the Issuers owned the Properties and related Leases and, as of each successive Series Closing Date, the applicable Issuer will own the Properties and related Leases and the Mortgage Loans as set forth in the applicable Series Supplement, and upon the issuance of the Notes under the Indenture, the applicable Issuer will grant a first priority security interest in its right, title and interest in and to such Properties, Leases and Mortgage Loans to the Indenture Trustee as security for the indebtedness evidenced by the Indenture and the Notes issued under the Indenture. The Property Manager has agreed to provide property management services with respect to the Properties and to service the Leases and the Mortgage Loans in accordance with this Agreement.

WHEREAS, STORE Master Funding I, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, entered into a Property Management Agreement, dated August 23, 2012 (the “ First Predecessor Property Management Agreement ”);

WHEREAS, STORE Master Funding I, STORE Master Funding II, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, entered into an amended and restated Property Management Agreement, dated March 27, 2013 (the “ Second Predecessor Property Management Agreement ”);

WHEREAS, STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, entered into a further Amended and Restated Property Management Agreement, dated December 3, 2013 (the “ Third Predecessor Property Management Agreement ”);

WHEREAS, STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, entered into a further Amended and Restated Property Management Agreement, dated May 6, 2014 (the “ Fourth Predecessor Property Management Agreement ”;

WHEREAS, STORE Master Funding I, STORE Master Funding II, STORE Master Funding III, STORE Master Funding IV, STORE Master Funding V, STORE Master Funding VI, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, entered into a further Amended and Restated Property Management Agreement, dated April 16, 2015, which was amended pursuant to the First Amendment to the Fourth Amended and Restated Property Management and Servicing Agreement, dated as of July 10, 2015, and further amended pursuant to the Second Amendment to the Fourth Amended and Restated Property Management and Servicing Agreement, dated as of September 17, 2018 (the “ Fifth Predecessor Property Management Agreement ” and together with the First Predecessor Property Management Agreement, the Second Predecessor Property Management Agreement, the Third Predecessor Property Management Agreement and the Fourth Predecessor Property Management Agreement, the “ Predecessor Property Management Agreement ”);

WHEREAS, pursuant to Section 9.01 of the Predecessor Property Management Agreement, subject to the provisions of the Indenture governing amendments, supplements and other modifications to the Predecessor Property Management Agreement, such Agreement may be amended by the parties thereto from time to time by the mutual written agreement signed by the parties thereto;

WHEREAS, pursuant to Section 8.04 of the Indenture, the Issuers and the other parties to the Predecessor Property Management Agreement may amend the Predecessor Property Management Agreement in connection with a New Issuance without the consent of the Noteholders;

WHEREAS, as evidenced by their respective signatures hereto, the Issuers and the other parties to the Predecessor Property Management Agreement desire to amend the Predecessor Property Management Agreement in its entirety as set forth herein; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01            Defined Terms.

Whenever used in this Agreement, including in the Preliminary Statement, the words and phrases set forth below, unless the context otherwise requires, shall have the meanings specified in this Section 1.01.  Capitalized terms used in this Agreement, including the Preliminary Statement, and not defined herein, unless the context otherwise requires, shall have the respective meanings specified in Section 1.01 of the Indenture (as defined below).
 
“ 4-Wall FCCR ”: A unit’s FCCR before taking into account indirect corporate overhead or general and administrative costs, equal to the ratio of (1) the sum of the unit’s EBITDAR, less all non-recurring income, to (2) the unit’s Fixed Charges payable in respect of the unit, in each case for the period of time as to which such figure is presented.

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“ Additional Servicing Compensation ”: Property Manager Additional Servicing Compensation and Special Servicer Additional Servicing Compensation.

“ Additional Subsidies ”: As defined in the Master Exchange Agreement.

“ Advance ”: Any P&I Advance or Property Protection Advance.

“ Advance Interest ”: Interest accrued on any Advance at the Reimbursement Rate and payable to the Property Manager, the Back-Up Manager or the Indenture Trustee, as the case may be, each in accordance with Section 3.09(e).

“ Aggregate Appraised Value ”: On any date of determination, the sum of the Appraised Values of all Properties.

“ Aggregate Collateral Value ”: On any date of determination, the sum of the Collateral Values of the Mortgage Loans and Properties in the Collateral Pool.

“ Agreement ”: This Fifth Amended and Restated Property Management and Servicing Agreement and all amendments hereof and supplements hereto.

“ Allocated Hybrid Amount ”: With respect to a Property relating to a Hybrid Lease, a fraction, (a) the numerator of which is the appraised value of the Improvements located on such Property (as set forth in the most recent appraisal obtained in accordance with the definition of Appraised Value) and (b) the denominator of which is the sum of the appraised values of the Improvements located on all Properties relating to such Hybrid Lease (as set forth in the most recent appraisal obtained in accordance with the definition of Appraised Value).

“ Allocated Loan Amount ”: With respect to any Property or Mortgage Loan at any time, the product of (i) the Aggregate Series Principal Balance at such time and (ii) a fraction, (a) the numerator of which is the Collateral Value of such Property or Mortgage Loan at such time and (b) the denominator of which is the sum of (A) the Aggregate Collateral Value at such time and (B) the product of (1) the Aggregate Collateral Value of Post-Closing Properties and (2) a fraction, the numerator of which is the outstanding balance of the Post-Closing Acquisition Reserve Account and the denominator of which is the initial balance of the Post-Closing Acquisition Reserve Account.

“ ALTA ”: American Land Title Association, or any successor thereto.

“ Appraised Value ”: With respect to any Property means an appraised value obtained in accordance with the Indenture and determined pursuant to an independent appraisal completed by an MAI certified appraiser in accordance with the Uniform Standards of Professional Appraisal Practice and which takes into account the leased fee value of the related buildings and land of such Property, consistent with industry standards, and excludes the value of trade equipment and other tangible personal property and business enterprise value, and (1) with respect to any Property that secures a Mortgage Loan included in the Collateral Pool (other than any such Property relating to a Qualified Substitute Loan added since the most recent Issuance Date) is the most recent appraisal report completed by an MAI certified appraiser and obtained by, or caused to be obtained by, the Property Manager with respect to such Property, (2) with respect to any Property in the Collateral Pool that does not secure a Mortgage Loan (other than Qualified Substitute Properties added since the most recent Issuance Date), is the most recent appraisal report completed by an MAI certified appraiser and obtained, or caused to be obtained by, the Property Manager for such Property in connection with the most recent Issuance Date and (3) with respect to any Qualified Substitute Property or Property relating to a Qualified Substitute Loan added to the Collateral Pool since the most recent Issuance Date, is the most recent appraisal report completed by an MAI certified appraiser and obtained by, or caused to be obtained by, the Property Manager for such Property or Qualified Substitute Property in conjunction with the related substitution. Notwithstanding that the term “Owned Property” used throughout this Agreement and the other Transaction Documents includes the commercial real estate property subject to the ground lease and any sublease related to a Hybrid Lease but excludes any Improvements located on such property, for the purpose of this definition of “Appraised Value,” the term “Owned Property” includes any Improvements located on such property related to a Hybrid Lease.

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“ Assignment of Leases ”: With respect to any Mortgage Loan, any assignment of leases, rents and profits or similar document or instrument executed by the Borrower in connection with the origination or subsequent modification or amendment of the related Mortgage Loan.

“ Available Amount ”: The Available Amount on any Payment Date will consist of (i) all amounts received in respect of the Collateral Pool during the related Collection Period, (ii) all amounts on deposit in the Collection Account on the related Determination Date, including amounts earned, if any, on the investment of funds on deposit in the Collection Account, the Exchange Reserve Account, if applicable, and the Release Account during the related Collection Period, (iii) Unscheduled Proceeds, (iv) amounts received on account of payments under any Lease Guaranties or Loan Guaranties, (v) amounts received on account of payments under the Guaranty, (vi) amounts received in connection with a Voluntary Prepayment or Early Refinancing Prepayment, (vii) any amounts that have been released from the Liquidity Reserve Account to the Payment Account to be treated as Available Amounts and (viii) in the event that STORE Capital has established an Exchange Program, amounts that have been transferred to the Release Account from the Exchange Account for such Payment Date, if applicable; provided , however, that the following amounts will be excluded from Available Amount: (a) amounts on deposit in the Release Account and not transferred to the Collection Account for such Payment Date, (b) the amount of any Workout Fees, Liquidation Fees or Additional Servicing Compensation, (c) amounts withdrawn from the Collection Account to reimburse the Property Manager, the Indenture Trustee or the Back-Up Manager, as applicable, for any unreimbursed Advances, including any Nonrecoverable Advances (plus interest thereon) and to pay the Property Management Fee, the Back-Up Fee, any Special Servicing Fee and any Emergency Property Expenses, (d) amounts required to be paid by an Issuer as lessor under the Leases in respect of franchise or similar taxes, (e) any amount received from a Tenant or Borrower as reimbursement for any cost paid by or on behalf of an Issuer as lessor or lender under any Lease or Mortgage Loan, (f) any amounts collected by or on behalf of an Issuer as lessor or lender and held in escrow or impound to pay future obligations due under a Lease or Mortgage Loan, as applicable, (g) amounts received in connection with a Series Collateral Release and (h) amounts on deposit in the Exchange Account that have not been transferred to the Release Account for such Payment Date, if applicable.

4
“ Back-Up Fee ”: With respect to each Mortgage Loan and Property, the monthly fee payable to the Back-Up Manager pursuant to Section 3.09(f) in an amount equal to the product of (i) the Back-Up Fee Rate and (ii) the Aggregate Series Principal Balance as of the related Determination Date.

“ Back-Up Fee Rate ”: With respect to each Property, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.010%.

“ Back-Up Manager ”: As defined in the preamble.

“ Back-Up Servicing Transfer Date ”: As defined in Section 6.03(c).

“ Bankruptcy Code ”: The federal Bankruptcy Code of 1978, Title 11 of the United States Code, as amended from time to time.

“ Borrower ”: The obligor or obligors on a Mortgage Note, including any Person that has acquired the related Collateral and assumed the obligations of the original obligor under the Mortgage Note.

“ Casualty and Condemnation Proceeds Sub-Account ”: A sub-account of the Collection Account into which shall be deposited insurance proceeds arising from an Insured Casualty and amounts received in connection with a Condemnation.

“ Change of Control ”: Either the acquisition of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of 35% or more of the common stock of STORE Capital by a single Person or group of related Persons or the sale of all or substantially all of the assets of STORE Capital.

“ Collateral Defect ”: As defined in Section 2.03(a).

“ Collateral Value ”: As of any determination date (i) with respect to each Property owned by an Issuer not relating to a Hybrid Lease, such Property’s Appraised Value, (ii) with respect to a Property owned by an Issuer relating to a Hybrid Lease, the sum of (1) the appraised value of the land or ground lease interest in the land comprising such Property (as set forth in the most recent appraisal obtained in accordance with the definition of Appraised Value) and (2) the lesser of (a) the appraised value of the Improvements located on such Property (as set forth in the most recent appraisal obtained in accordance with the definition of Appraised Value) and (b) the outstanding principal balance of the loan secured by a mortgage or deed of trust, as applicable, on the Improvements located on, and ground lease interest in, such Property multiplied by the Allocated Hybrid Amount with respect to such Property and (iii) with respect to each Loan, the lesser of (1) the Appraised Value of the related Underlying Mortgaged Property or Underlying Mortgaged Properties and (2) the outstanding principal balance of such Loan.

“ Collection Account ”: The segregated account or accounts created and maintained by the Property Manager in the name of the Issuers pursuant to Section 3.02(d) and, in each case, pledged to the Indenture Trustee for the benefit of the Noteholders, which shall be entitled “STORE Master Funding I, LLC, Blocked Collection Account” or, with respect to any account in the name of any other Issuer, such title as the Property Manager and the Indenture Trustee shall agree.

5
“ Collection Account Bank ”: As defined in Section 3.02(d) hereof.

“ Collection Period ”: With respect to any Payment Date, the period commencing on the day immediately following the Determination Date in the month immediately preceding the month in which such Payment Date occurs (or, in the case of the initial Payment Date, commencing on the Initial Closing Date) and ending with the Determination Date related to such Payment Date.

“ Condemnation ”: As defined in Section 3.20(a) hereof.

“ Condemnation Proceeds ”: All proceeds received in connection with the Condemnation of any Property or Improvements in connection with a Hybrid Lease other than proceeds applied to the restoration of such Property or released to the related Tenant or Borrower or the applicable Issuer in accordance with this Agreement or payable to the applicable Issuer in accordance with Section 3.20(b).

“ Consolidated ” (or “ consolidated ”) or “ Consolidating ” (or “ consolidating ”): When used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP.

“ Corrected Unit ”: Any Property or Mortgage Loan that had been a Specially Managed Unit but with respect to which (a) as of the date of determination, no circumstance identified in clauses (i) through (v) of the definition of the term “Specially Managed Unit” then exists and (b) one or more of the following as are applicable occur:

(i)          if a circumstance described in clause (i) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such condition shall have ceased to exist and the related Tenant or Borrower has made two consecutive full and timely Monthly Lease Payments or Monthly Loan Payments under the terms of the related Lease or Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Tenant or Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer);

(ii)          if a default described in clause (ii) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such default is cured;

(iii)        if a circumstance described in clause (iii) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, such circumstances cease to exist in the good faith and reasonable judgment of the Special Servicer;

6
(iv)         if a circumstance described in clause (iv) of the definition of the term “Specially Managed Unit” previously existed with respect to such Property or Mortgage Loan, a Lease or Mortgage Loan is entered into with respect to such Property in accordance with the terms of this Agreement; and

(v)          if the Property Manager previously received the notice described in clause (v) of the definition of the term “Specially Managed Unit” with respect to such Property or Mortgage Loan, the Property Manager receives notice that the related Tenant or Borrower will resume making Monthly Lease Payments under such Tenant’s Lease or Monthly Loan Payments under such Borrower’s Mortgage Loan and such Tenant or Borrower has made two consecutive full and timely Monthly Lease Payments or Monthly Loan Payments under the terms of the related Lease or Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Tenant or Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer).

“ Custody Agreement ”: The Second Amended and Restated Custody Agreement, dated as of May 6, 2014, as may be amended from time to time, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, the Indenture Trustee, the Custodian and each joining party thereto, each such joining party, as an Issuer, as amended by that certain Joinder Agreement, dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, the Indenture Trustee, the Custodian and each joining party thereto, each such joining party, as an Issuer, and as the same may be further amended or supplemented from time to time.

“ Default Interest ”: With respect to any (i) Lease, any amounts collected thereon (other than late payment charges or amounts representing the Third Party Option Price paid by the related Tenant or any third party) that represent penalty interest accrued at the rate specified in such Lease and (ii) Mortgage Loan, any amounts collected thereon (other than late payments, late payment charges or Yield Maintenance Premiums) that represent penalty interest in excess of interest on the principal balance of such Mortgage Loan accrued at the related Interest Rate.

“ Defaulted Asset ”: Any Mortgage Loan or Lease and Property included in the Collateral Pool (a) with respect to which a Monthly Lease Payment or Monthly Loan Payment is overdue for more than 30 consecutive days (without taking into account the required giving of notices under such Lease or Mortgage Loan), or (b) with respect to which the related Tenant or Borrower is otherwise in default beyond any applicable notice, grace or cure period, and which Lease or Mortgage Loan has not been rejected in any bankruptcy, insolvency or similar proceeding.

“ Defaulting Party ”: As defined in Section 6.02(a).

“ Deficiency ”: As defined in Section 4.01(f).

7
“ Delinquent Asset ”: Any Mortgage Loan or Lease and Property included in the Collateral Pool (other than a Defaulted Asset), with respect to which any Monthly Loan Payment or Monthly Lease Payment, as applicable, is overdue for more than 60 consecutive days (without taking into account the required giving of notices under such Lease or Mortgage Loan), and which Lease or Mortgage Loan has not been rejected in any bankruptcy, insolvency or similar proceeding.

“ Determination Date Report ”: As defined in Section 4.01(a).

“ Disbursement Occurrence ”: As defined in the Master Exchange Agreement.

“ Document Defect ”: As defined in Section 2.02(c).

“ Due Date ”: With respect to any Mortgage Loan or Lease, the day of each calendar month on which the Monthly Loan Payment or Monthly Lease Payment, as applicable, with respect thereto is due.

“ Emergency Property Expenses ”: As defined in Section 3.03(e).

“ Environmental Insurer ”: Any Qualified Insurer that issues Environmental Policies relating to any of the Mortgage Loans or Properties.

“ Environmental Policy ”: Any insurance policy issued by an Environmental Insurer, together with any endorsements thereto, providing insurance coverage for losses, with respect to certain Mortgage Loans or Properties, caused by the presence of Hazardous Substances on, or the migration of Hazardous Substances from, the related Properties.

“ Escrow Agent ”: As defined in the Master Exchange Agreement.

“ Escrow Agreement ”: An escrow agreement that may be entered into, among the Escrow Agent, the Qualified Intermediary, STORE Capital, the Issuers and any joining party thereto, as amended, restated, supplemented or otherwise modified from time to time, substantially in the form of Exhibit K hereto.

“ Escrow Payment ”: Any payment received by the Property Manager or the Special Servicer for the account of any Tenant or Borrower for application toward the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items in respect of the related Property.

“ Exchange ”: As defined in the Master Exchange Agreement.

“ Exchange Account ”: As defined in the Master Exchange Agreement.

“ Exchange Act ”: Securities and Exchange Act of 1934, as amended.

“ Exchange Cash Collateral ”: As defined in Section 7.11(b).

8
“ Exchange Commencement Date ”: As defined in the Master Exchange Agreement.

“ Exchange Reserve Account ”: As defined in Section 7.11(a).

“ Exchanged Assets ”: Collectively, all Exchanged Loans, Exchanged Properties and Exchanged Hybrid Leases.

“ Exchanged Hybrid Lease ”: A Hybrid Lease that is exchanged for a Qualified Substitute Hybrid Lease or Qualified Substitute Hybrid Property in a transaction with a third party or an Affiliate of STORE Capital and subject to the conditions and limitations described in this Agreement.

“ Exchanged Loan ”: A Mortgage Loan that is exchanged for a Qualified Substitute Property or Qualified Substitute Loan, in each case, in a transaction with a third party or an Affiliate of STORE Capital and subject to the conditions and limitations described in this Agreement.

“ Exchanged Property ”: A Property and the related Lease not relating to a Hybrid Lease that is exchanged for a Qualified Substitute Property in a transaction with a third party or an Affiliate of STORE Capital and subject to the conditions and limitations described in this Agreement.

“ Fair Market Value ”: At any time, a price determined by the Property Manager (or by the Special Servicer with respect to a Specially Managed Unit) in accordance with the Servicing Standard to be the most probable price that the related Lease, Mortgage Loan or Property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus, plus any unreimbursed Advances, Emergency Property Expenses, Liquidation Fees, Workout Fees, Special Servicing Fees and Extraordinary Expenses (plus interest thereon as applicable), in each case, related to such Lease, Mortgage Loan or Property. In making any such determination, the Property Manager or Special Servicer may obtain an MAI certified appraisal of the related Property and shall assume the consummation of a sale as of a specified date (and, with respect to Properties not securing Mortgage Loans, the passing of title from the seller to the buyer) under conditions whereby: (i) the buyer and the seller are typically motivated; (ii) both parties are well informed or well advised, and acting in what they consider their best interests; (iii) a reasonable time is allowed for exposure in the open market; (iv) payment is made in terms of cash in United States dollars or in financial arrangements comparable thereto; and (v) the price represents the normal consideration for such Lease, Mortgage Loan or Property unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

“ Fixed Charge Coverage Ratio ” or “ FCCR ”: The fixed charge coverage ratio for a Tenant determined in accordance with the provisions of Exhibit I attached hereto.

“ FNMA ”: Federal National Mortgage Association or any successor.

9
“ GAAP ”: Generally accepted accounting principles as in effect in the United States, consistently applied, as of the date of such application.

“ General Receipts Account ”: The account or accounts created and maintained pursuant to Section 3.02(b).

“ General Receipts Account Bank ”: As defined in Section 3.02(b).

“ Ground Lease ”: With respect to any Property, the lease agreement, if any, between the Ground Lessor thereof and the applicable Issuer with respect to the land comprising such Property.

“ Ground Lessor ”: The fee owner (or intermediate lessor) of the land with respect to any Property which is subject to a Ground Lease.

“ Hazardous Substances ”: As defined in Section 3.23(a).

“ Hybrid Lease ”: A transaction pursuant to which the related Issuer acquires fee title to or a ground lease interest in the underlying real property (with no fee interest in the Improvements located on such real property) and (i) as ground lessor, enters into a ground lease with respect to a Property and, simultaneously, (ii) as lender, makes a loan to the entity that is the ground lessee under such ground lease, or an affiliate thereof, secured by a mortgage or deed of trust, as applicable, on such ground lessee’s fee or leasehold interest in the Improvements located on the related Property and leasehold interest in the real property subject to such ground lease.

“ Hybrid Lease FCCR ” The aggregate FCCR for all Properties under a Hybrid Lease, which includes the sum of all cash flows for all of the Properties and related Leases and loan components under such Hybrid Lease. Only one Hybrid Lease FCCR is reported for each Hybrid Lease that is included in the Collateral Pool.

“ Improvements ”: The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements erected or located on the related Property.

“ Indenture ”: The Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC and the Indenture Trustee, and any supplement thereto relating to the issuance of any series of Notes, including all amendments and supplements thereto.

“ Insurance Proceeds ”: Proceeds paid under any Property Insurance Policy, to the extent such proceeds are not applied to the restoration of the related Property or Improvements in connection with a Hybrid Lease in accordance with this Agreement or payable to the Issuers pursuant to Section 3.19(b)(i).

“ Insured Casualty ”: As defined in Section 3.19(a).

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“ Interest Accrual Period ”: With respect to each Due Date related to any Mortgage Loan, the period specified in the related Loan Documents.

“ Interest Rate ”: With respect to any Mortgage Loan, the annualized rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan from time to time during any Interest Accrual Period in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with this Agreement or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.

“ Issuance Date ”: With respect to any Series of Notes, the applicable Series Closing Date.

“ Joinder Agreement ”: With respect to any Series of Notes, the Joinder Agreement, dated as of the applicable Series Closing Date, among the applicable Joining Party, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager, substantially in the form of Exhibit F attached hereto.

“ Joining Party ”: Any STORE SPE, as indicated in the applicable Joinder Agreement.

“ KeyBank ”: KeyBank National Association.

“ Land and Building Lease ”: A lease pursuant to which land, buildings and other Improvements are leased by a Tenant from the related land and building lessor.

“ Lease ”: Each lease listed on the Owned Property Schedule from time to time. As used herein and in the other Transaction Documents, the term “Lease” includes (i) the related lease agreement and all amendments, modifications and waiver agreements related thereto and (ii) with respect to a Hybrid Lease, the ground lease and any sublease related to such Hybrid Lease and the loan secured by a mortgage or deed of trust, as applicable, on the Improvements on, and the leasehold interest in, the Property subject to such ground lease.

“ Lease Documents ”: Any related lease agreement, non-disturbance agreement, guaranty or other agreement or instrument, to the extent made for the benefit of the related Originator.

“ Lease Expiration Date ”: With respect to any Lease, the date specified in such Lease (as in effect on the Initial Closing Date or, if later, the date such Lease was first included in the Collateral Pool) on which the term of the Lease expires or such earlier date on which the Tenant has an option to terminate the Lease (as in effect on the Initial Closing Date or, if later, the date such Lease was first included in the Collateral Pool), without regard to any unexercised options to renew or extend such Lease or change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Tenant or a modification, waiver, extension or amendment of such Lease granted or agreed to by the Special Servicer pursuant to Section 3.16.

“ Lease File ”: With respect to each Property and the related Lease, the following documentation:

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(i)            the executed original of the Lease and any amendment, modification, waiver agreement or instrument related thereto or a copy thereof certified to be true, correct and complete by the related Issuer;

(ii)          the executed original of any Lease Guaranty and any amendment, modification, waiver agreement or instrument related thereto to the extent in the possession of the related Issuer or a copy thereof certified to be true, correct and complete by such Issuer;

(iii)        a file stamped copy of any UCC Financing Statements in favor of the Indenture Trustee required to be filed with respect to such Property in order to perfect the Indenture Trustee’s lien with respect to such Lease or, if a file stamped copy has not been returned from one applicable filing office, a copy of such UCC Financing Statement as certified by the Property Manager to be a true and complete copy of the original that will be submitted for recording;

(iv)         the executed original recorded Mortgage and any assignment thereof in favor of the Collateral Agent, on behalf of the Indenture Trustee, with respect to the related Property, or, if such original Mortgage and/or any assignment thereof has not been returned from the applicable public recording office, a complete copy thereof delivered by the related Originator or the related Issuer or any applicable title company that closed or is closing such Mortgage as a true and complete copy of the original thereof submitted for recording (which delivery shall be deemed to be a certification by such Originator and such Issuer that such copy is a true and complete copy of the original submitted for recording);

(v)         an original or copy of the lender’s title insurance policy relating to the Mortgage for such Property, together with all riders thereto showing the Indenture Trustee or the Collateral Agent, on behalf of the Indenture Trustee, and its successors and assigns as the named insured, or, with respect to each Property as to which a title insurance policy has not yet been issued, a policy meeting the foregoing description as evidenced by a commitment for title insurance “marked up” together with a closing instruction letter setting forth such requirements of the lender’s title insurance policy (or by “pro-forma” otherwise agreed to by the title company) as of the closing date of the acquisition of such Property;

(vi)         a Tenant estoppel certificate, if any, to the extent in the possession of the related Issuer or the related Originator, in which the Tenant acknowledges that the Lease is in full force and effect, that the lessor is not in default under the terms of the Lease, and that no circumstances currently exist that would give the Tenant the right to abate or offset its rent;

(vii)        evidence of insurance showing the related Issuer or its Affiliate as the insured or an additional insured party under certain casualty insurance policies, if any;

(viii)       with respect to any Lease to a franchisee, a copy of the related franchise agreement, to the extent in the possession of the related Issuer or the related Originator;

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(ix)          the SNDA, if any, for each Lease existing as of the date of this Agreement or the related Transfer Date, as applicable;

(x)            any property zoning reports;

(xi)         the related Ground Lease, if any, and any amendment, modification, waiver agreement or instrument related thereto, together with the applicable Ground Lessor estoppel;

(xii)        an appraisal of the Property, including information on rental rates and lease terms for comparable space, recent sales of comparable properties, and recent sales of unimproved land with similar zoning;

(xiii)       environmental reports, if applicable;

(xiv)       a copy of the environmental insurance policy, if applicable, together with the original assignment thereof to the Indenture Trustee;

(xv)        a survey of the Property;

(xvi)       property condition report, if applicable;

(xvii)      any purchase option agreements, to the extent not included in the Lease;

(xviii)     with respect to any Ground Lease, an assignment of Ground Lease, if any, and a non-disturbance agreement from the Ground Lessor and the fee mortgagee, if any;

(xix)       all original letters of credit, if any;

(xx)        with respect to a Hybrid Lease, the documents set forth in the definition of “Loan File” contained herein; and

(xxi)       a checklist of the foregoing documents;

provided , that (x) no assignment of any of the foregoing documents in favor of the Indenture Trustee shall be considered to be effective until the applicable Series Closing Date, notwithstanding any earlier date on any such assignment, (y) whenever the term “Lease File” is used to refer to documents actually received by the Custodian pursuant to this Agreement or the Custody Agreement, such term shall not be deemed to include such documents required to be included therein unless they are actually so received and (z) whenever the term “Lease File” is used in connection with any receipt or certification by the Custodian for documents described in clauses (ii), (vi), (vii), (ix), (x), (xi), (xiii), (xiv), (xvii), (xviii) and (xix) of this definition, such term shall be deemed to include such documents and any amendment, modification, waiver, agreement or instrument related thereto, only to the extent that a Responsible Officer of the Custodian has actual knowledge of their existence.

“ Lease Guarantor ”: Any guarantor under a Lease Guaranty.

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“ Lease Guaranty ”: With respect to any Lease, the guaranty related to such Lease executed by an Affiliate or parent of the Tenant in favor of the lessor.

“ Lease Transfer Property ”: As defined in Section 7.03.

“ Liquidated Lease ”: A Defaulted Asset that is a Lease with respect to which the related Property has been either re-leased or sold, or any Lease related to a Property purchased from the applicable Issuer or disposed of by such Issuer pursuant to an exchange, whether or not terminated because of a default by the Tenant.

“ Liquidation Fee ”: A liquidation fee payable to the Special Servicer with respect to (a) each Mortgage Loan, Lease or Property repurchased by an Issuer or the Support Provider due to a Collateral Defect if purchased after the applicable cure period, (b) any Specially Managed Unit as to which the Special Servicer obtains a full, partial or discounted payoff for some or all of the Allocated Loan Amount of the Property from the related Tenant or Mortgage Loan from the related Borrower, or (c) any Specially Managed Unit or REO Property as to which the Special Servicer recovered any Liquidation Proceeds; provided , that no Liquidation Fee will be payable from any Liquidation Proceeds collected in connection with the purchase of any Specially Managed Unit or REO Property by the Property Manager or the Special Servicer.

“ Liquidation Proceeds ”: All net proceeds realized by the applicable Issuer, the Property Manager or the Special Servicer in respect of the purchase or sale of a Mortgage Loan or Property.

“ Loan Documents ”: With respect to each of the Mortgage Loans, the related loan agreement, if any, and Mortgage Note, and any related Mortgage, Ground Lease or Land and Building Lease, as applicable, Loan Guaranty or other agreement or instrument, to the extent made for the benefit of the related lender or holder of the Mortgage Note.

“ Loan File ”: With respect to each Mortgage Loan and the loan component of each Hybrid Lease, the following documentation:

(i)            the original Mortgage Note endorsed, without recourse, to the order of the Indenture Trustee, the Collateral Agent or in blank and bearing all intervening endorsements;

(ii)         the original of the Mortgage and, if applicable, the originals of any intervening recorded assignments thereof showing a complete chain of assignment from the Originator of the Mortgage Loan to the most recent assignee of record thereof, if any, in each case with evidence of recording indicated thereof or, if any such original Mortgage or assignment has not been returned from the applicable public recording office, a copy thereof as a true and complete copy of the original thereof submitted for recording (which delivery shall be deemed to be a certification by such Originator and the related Issuer that such copy is a true and complete copy of the original submitted for recording);

(iii)        originals or copies of any other documents related to the Mortgage Loan (other than the Mortgage Note and Mortgage described in clauses (i) and (ii) above) and copies of any related UCC Financing Statements filed under the UCC as in effect in any jurisdiction, if any, together with originals or copies of any intervening assignments of such Loan Documents and UCC Financing Statements, with evidence of filing indicated on each such UCC Financing Statement and assignment thereof;

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(iv)         original letters of credit, if any;

(v)          an original assignment of the related Mortgage, in favor of the Collateral Agent and in recordable form, to the extent applicable;

(vi)        an original omnibus assignment of the documents related to the Mortgage Loan (other than the Mortgage described in clause (v) above) in favor of the Indenture Trustee or the Collateral Agent, on behalf of the Indenture Trustee, (or in blank), together with original assignments of any related UCC Financing Statements in favor of the Indenture Trustee or the Collateral Agent, on behalf of the Indenture Trustee, and in a form suitable for filing;

(vii)        originals or copies of all assumption, modification and substitution agreements in those instances where the terms of any related loan document have been modified or the Mortgage Loan has been assumed, together with any evidence of recording thereon or that such document has been submitted for recording, when appropriate;

(viii)       originals or copies of all Ground Leases, if any, the related Ground Lease estoppels and amendments thereof;

(ix)         the original or a copy of the lender’s title insurance policy, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the related Property or, with respect to each Mortgage Loan as to which a title insurance policy has not yet been issued, a policy meeting the foregoing description as evidenced by a commitment for title insurance “marked up” together with a closing instruction letter setting forth such requirements of the lender’s title insurance policy (or by “pro-forma” otherwise agreed to by the title company) as of the closing date of the Mortgage Loan;

(x)          a copy of any tenant or borrower estoppel certificate, if available;

(xi)         a copy of the appraisal (whether in hard copy, electronic copy or CD-ROM format) containing the appraisal information for the related Property;

(xii)        copies of environmental reports, if applicable;

(xiii)       a copy of any environmental insurance policy, if applicable, together with the original assignment thereof to the Indenture Trustee;

(xiv)       evidence of insurance showing the applicable Issuer or its Affiliate as the insured or an additional insured party under certain casualty insurance policies, if any;

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(xv)        the executed original of any Loan Guaranty and any amendment, modification, waiver agreement or instrument related thereto to the extent in the possession of the related Issuer or a copy thereof certified to be true, correct and complete by such Issuer;

(xvi)       a checklist of the foregoing documents;

provided, that (x) no assignment of any of the foregoing documents in favor of the Indenture Trustee shall be considered to be effective until the applicable Series Closing Date, notwithstanding any earlier date on any such assignment, (y) whenever the term “Loan File” is used to refer to documents actually received by the Custodian pursuant to this Agreement or the Custody Agreement, such term shall not be deemed to include such documents required to be included therein unless they are actually so received and (z) whenever the term “Loan File” is used in connection with any receipt or certification by the Indenture Trustee for documents described in clauses (iii), (iv), (vii), (viii), (ix) (only as it relates to endorsements or riders with respect thereto), (x), (xii), (xiii), (xiv) and (xv) of this definition, such term shall be deemed to include such documents and any amendment, modification, waiver, agreement or instrument related thereto, only to the extent that a Responsible Officer of the Custodian has actual knowledge of their existence.

“ Loan Guarantor ”: Any guarantor under a Loan Guaranty.

“ Loan Guaranty ”: With respect to any Mortgage Loan, the guaranty related to such Mortgage Loan executed by an Affiliate or parent of the Borrower in favor of an Issuer.

“ Lockbox Transfer Account ”: The account or accounts created and maintained pursuant to Section 3.02(c).

“ Lockbox Transfer Account Bank ”: As defined in Section 3.02(c).

“ MAI ”: A designation signifying that the designee is a member of the Appraisal Institute.

“ Master Exchange Agreement ”: A master exchange agreement that may be entered into by STORE Capital, the Issuers, the Qualified Intermediary and the owner of the Qualified Intermediary, substantially in the form of Exhibit J hereto.

“ Master Lease FCCR ”: The aggregate FCCR for all Properties under a master lease, which includes the sum of all cash flows for all of the Properties under such master lease. Only one Master Lease FCCR is reported for each master lease that is included in the Collateral Pool.

“ Modified Collateral Detail and Realized Loss Report ”: As defined in Section 4.01(c).

“ Monthly DSCR ”: With respect to any Determination Date, the quotient, expressed as a ratio, of (i) the sum of the Monthly Lease Payments, Monthly Loan Payments and any income earned from the investment of funds on deposit in the Collection Account and the Release Account in Permitted Investments during the related Collection Period, and (ii) the Total Debt Service for the related Payment Date.

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“ Monthly Lease Payment ”: With respect to any Lease, the fixed or “base” rent monthly payment that is actually payable by the related Tenant from time to time under the terms of such Lease (excluding any Percentage Rent), after giving effect to any provision of such Lease providing for periodic increases in such fixed or “base” rent by fixed percentages or dollar amounts or by percentages based on increases in the Consumer Price Index.

“ Monthly Loan Payment ”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan that is or would be, as the case may be, payable by the related Borrower on each Due Date under the terms of the related Mortgage Note as in effect on the applicable Series Closing Date or, if otherwise applicable, such date such Mortgage Loan was first included in the Collateral Pool, without regard to any subsequent change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Special Servicer pursuant to this Agreement, and assuming that each prior Monthly Loan Payment has been made in a timely manner.

“ Mortgage Loan ”: Each fixed- and adjustable-rate, monthly pay, first lien, commercial mortgage loan, as listed on the Mortgage Loan Schedule and from time to time included in the Collateral Pool.

“ Mortgage Loan Schedule ”: The list of Mortgage Loans identified on an exhibit or schedule to each applicable Series Supplement in connection with the issuance of a related Series of Notes. Such list shall set forth the following information with respect to each Mortgage Loan:

(i)            the identification number for the related Property;

(ii)          the street address (including city, state and zip code) of the related Property;

(iii)         the related Issuer loan number and name of Borrower;

(iv)         the Appraised Value of the related Property;

(v)          the Mortgage Loan’s maturity date, if applicable;

(vi)         the concept of the related Property; and

(vii)        the Allocated Loan Amount.

“ Mortgage Note ”: The original executed note evidencing the indebtedness of a Borrower under a Mortgage Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.

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“ Net Default Interest ”: With respect to any (i) Lease, any Default Interest collected thereon, net of any Advance Interest accrued on Advances made in respect of such Lease and reimbursable from such Default Interest in accordance with Section 2.11 of the Indenture and (ii) Mortgage Loan, any Default Interest collected thereon, net of any Advance Interest accrued on Advances made in respect of such Mortgage Loan and reimbursable from such Default Interest in accordance with Section 2.11 of the Indenture.

“ Net Investment Earnings ”: The amount by which the aggregate of all interest and other income realized during a Collection Period on funds held in the Collection Account, Release Account and any other accounts established under the Indenture from time to time, if any, exceeds the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.05.

“ Net Worth ”: With respect to STORE Capital, the excess of total assets of STORE Capital over total liabilities of STORE Capital, adding back accumulated depreciation but excluding the impact of “other comprehensive income”, all as determined in accordance with GAAP.

“ Nonrecoverable Advance ”: Any portion of an Advance previously made or proposed to be made which, in the case of an Advance previously made, has not been previously reimbursed to the Property Manager or the Indenture Trustee, as applicable, and which the Property Manager, in accordance with the terms hereof, or the Indenture Trustee, in its sole discretion exercised in good faith, as applicable, determines, taking into account amounts that may be collected or realized on such Mortgage Loans, Properties or Leases prior to final liquidation and Liquidation Proceeds, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable together with interest thereon at the Reimbursement Rate from amounts to be deposited in the Collection Account under the terms of this Agreement with respect to such Mortgage Loans, Properties or Leases (including, without limitation, payments by the Tenants and Borrowers and collections under the related Leases and Mortgage Loans, Default Interest and late payment fees, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, and proceeds from the operation and servicing of such Properties, Leases and Mortgage Loans), as evidenced by an Officer’s Certificate pursuant to Section 3.03(f). In making any determination as to nonrecoverability pursuant to the provisions of the Transaction Documents following the occurrence and continuance of an event of default under the Indenture, the Property Manager (including the Back-Up Manager, as successor Property Manager, and the Indenture Trustee, as applicable) may consider the limitations on its enforcement remedies.

“ Officer’s Certificate ”: A certificate signed by a Servicing Officer of the Property Manager or the Special Servicer or a Responsible Officer of the Indenture Trustee or the applicable Issuer Member on behalf of an Issuer, as the case may be, and with respect to any other Person, a certificate signed by the Chairman of the Board, the President, a Vice President or Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of such Person.

“ Opinion of Counsel ”: A written opinion of counsel (which shall be rendered by counsel that is Independent of the Issuers, the Issuer Members, the Indenture Trustee, the Property Manager and the Special Servicer) in form and substance reasonably acceptable to and delivered to the addressees thereof.

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“ Owned Property ”: Each parcel of real property listed on the Owned Property Schedule and from time to time included in the Collateral Pool. As used herein and in the other Transaction Documents, the term “Owned Property” when used with respect to a Hybrid Lease, includes the commercial real estate property subject to the ground lease and any sublease related to such Hybrid Lease but, other than with respect to the definition of Appraised Value, excludes any Improvements located on such property.

“ Owned Property Schedule ”: The list of Properties and related Leases identified on an exhibit or schedule to each applicable Series Supplement in connection with the issuance of a related Series of Notes. Such list shall set forth the following information with respect to each Lease:

(i)            the identification number for the Property;

(ii)          the related Issuer lease number and name of the related Tenant;

(iii)         the Lease Expiration Date for such Lease;

(iv)         the street address (including city, state and zip code) of such Property;

(v)          the Appraised Value of such Property;

(vi)         the concept operated on such Property; and

(vii)        the Allocated Loan Amount.

“ P&I Advance ”: Any advance of principal and/or interest made by the Property Manager or the Indenture Trustee, as applicable, pursuant to Section 3.03 of this Agreement. Each reference to reimbursement or payment of a P&I Advance shall be deemed to include, whether or not specifically referred to, payments or reimbursement of interest thereon at the Reimbursement Rate through the date of payments or reimbursement.

“ Payoff Amount ”: With respect to any Released Loan or Released Property, an amount equal to the Collateral Value of such Released Loan or Released Property, plus any unpaid Monthly Loan Payments or Monthly Lease Payments, as applicable, and any unreimbursed Advances, Emergency Property Expenses, Liquidation Fees, Workout Fees, Special Servicing Fees, Issuer Expenses, Back-Up Fees, Extraordinary Expenses (and any fees and expenses incurred in connection with such release) (in each case, plus interest thereon as applicable), in each case related to such Released Loan or Released Property or the related Lease.

“ Percentage Rent ”: With respect to any Lease, the rent thereunder, if any, calculated as a percentage of the total sales generated by the related Tenant at the related Property in excess of (or in lieu of, as applicable) the Monthly Lease Payments as provided in the applicable Lease.

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“ Permitted Leases ”: Those Leases referenced on the Owned Property Schedule and any other Leases entered into in accordance with the terms and conditions of the Indenture and this Agreement.

“ Permitted Materials ”: As defined in Section 3.23(a).

“ Post-Closing Properties Adjustment Amount ”: The product of (A) the sum of the amounts described in clauses (a) (i), (ii), (iii), (iv) and (v) of the definition of Total Debt Service and (B) a fraction, the numerator of which is the balance of the Post-Closing Acquisition Reserve Account and the denominator of which is the Aggregate Series Principal Balance.

“ Primary Servicing Office ”: (i) With respect to the Property Manager or the Special Servicer, the office of the Property Manager or the Special Servicer, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder and (ii) with respect to the Back-Up Manager, the office of the Back-Up Manager, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder.

“ Prime Rate ”: The “prime rate” published in the “Money Rates” section of The Wall Street Journal , as such “prime rate” may change from time to time. If The Wall Street Journal ceases to publish the “prime rate,” then the Indenture Trustee shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Indenture Trustee shall select a comparable interest rate index. In either case, such selection shall be made by the Indenture Trustee in its sole discretion and the Indenture Trustee shall notify the Property Manager and the Special Servicer in writing of its selection.

“ Property ”: An Owned Property and/or an Underlying Mortgaged Property, as the context requires.

“ Property Insurance Policy ”: With respect to any Property, any hazard insurance policy, flood insurance policy, or other insurance policy that is maintained from time to time in respect of such Property (including, without limitation, any blanket insurance policy maintained by or on behalf of the applicable Issuer).

“ Property Management Fee ”: With respect to each Mortgage Loan and each Property owned by an Issuer, the monthly fee payable to the Property Manager pursuant to Section 3.09(a) in amount equal to the product of: (i) the Property Management Fee Rate and (b) the aggregate Allocated Loan Amount (as of the related Determination Date) of all Mortgage Loans and Properties in the Collateral Pool that did not relate to Specially Managed Units during the related Collection Period.

“ Property Management Fee Rate ”: With respect to each Lease and Mortgage Loan, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.25%.

“ Property Manager ”: STORE Capital, in its capacity as property manager under this Agreement, or any successor property manager appointed as herein provided.

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“ Property Manager Additional Servicing Compensation ”: The additional servicing compensation payable to the Property Manager pursuant to Section 3.09(b).

“ Property Protection Advances ”: With respect to the Leases, the Mortgage Loans and the Properties:

(i)         All customary, reasonable and necessary out-of-pocket costs and expenses incurred by the Property Manager (or, if applicable, the Back-Up Manager), in connection with servicing the Leases, the Properties and the Mortgage Loans, in accordance with the Servicing Standard and this Agreement, for the purpose of paying real estate taxes, premiums on Property Insurance Policies (not already paid pursuant to Section 2.11 of the Indenture, as confirmed by the applicable Issuer) and other amounts necessary to preserve or maintain the security interest and lien of the Indenture Trustee in, and value of, each related Property (including any costs and expenses necessary to re-lease such Property), Lease or Mortgage Loan (including costs and expenses related to collection efforts).

(ii)         All customary, reasonable and necessary out-of-pocket costs and expenses incurred by the Property Manager, the Back-Up Manager or Special Servicer in connection with the servicing of a Mortgage Loan after a default, delinquency or other unanticipated event, or in connection with the administration of any REO Property, including, but not limited to, the cost of (a) the preservation, insurance, restoration, protection and management of any Collateral, including the cost of any “force placed” insurance policy purchased by the Property Manager to the extent such cost is allocable to a particular item of Collateral that the Property Manager is required to cause to be insured pursuant to Section 3.06, (b) obtaining any Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in the definition thereof) or Insurance Proceeds in respect of any Collateral or REO Property, (c) any enforcement of judicial proceedings with respect to any Collateral, including foreclosures, and (d) the operation, management, maintenance and liquidation of any REO Property. Notwithstanding anything to the contrary, “Property Protection Advances” shall not include allocable overhead of the Property Manager or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses.

“ Purchase Option ”: An option by a Tenant or other Person that is not an Affiliate of the applicable Issuer to purchase a Property pursuant to the related Lease.

“ Qualified Deleveraging Event ”: Except as otherwise defined in a related Series Supplement with respect to a particular Series of Notes, (i) one or more firm commitment underwritten public offerings of the equity interests of STORE Capital or any direct or indirect parent entity of STORE Capital pursuant to a registration statement under the Securities Act, which result in aggregate cash proceeds to STORE Capital or any direct or indirect parent entity of STORE Capital of at least $75,000,000 (net of underwriting discounts and commissions), (ii) an acquisition of greater than fifty percent (50%) of the equity interests of STORE Capital or any direct or indirect parent of STORE Capital by an entity that has shares that are traded on a national exchange, or (iii) the firm commitment purchase by one or more third parties unaffiliated with the Issuers of at least $100,000,000 of unsecured corporate debt of STORE Capital or any of its subsidiaries with an investment grade rating published by Moody’s, S&P or another nationally recognized statistical rating organization.

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“ Qualified Insurer ”: An insurance company or security or bonding company qualified to write the related Property Insurance Policy in the relevant jurisdiction.

“ Qualified Intermediary ”: As defined in the Master Exchange Agreement.

“ Qualified Release Amount ”: A portion of the Collateral Pool that may be released in connection with an Early Refinancing Prepayment, applying a Release Price for each asset to be released equal to the greater of Fair Market Value and 125% of the Allocated Loan Amount of the Owned Properties, Hybrid Leases or Loans being released, that in the aggregate is no greater than the dollar amount of the Notes being prepaid in connection with such Early Refinancing Prepayment. For example, if $1,000,000 of the Series 2018-1 Notes are prepaid in connection with an Early Refinancing Prepayment, the Issuers will be permitted to release one or more Owned Properties, Hybrid Leases and/or Loans that have an aggregate Release Price equal to or less than $1,000,000.  If one Owned Property has a Fair Market Value of $500,000 and an Allocated Loan Amount of $350,000, releasing such Owned Property would use $500,000 (determined by selecting the greater of (i) Fair Market Value (equal to $500,000) and (ii) one hundred twenty-five percent (125%) of the Allocated Loan Amount (equal to $437,500)) of the permitted $1,000,000 Qualified Release Amount. If a second property has a Fair Market Value of $400,000 and an Allocated Loan Amount of $400,000, releasing such Owned Property would use the remaining $500,000 (determined by selecting the greater of (i) Fair Market Value (equal to $400,000) and (ii) one hundred twenty-five percent (125%) of Allocated Loan Amount (equal to $500,000)) of the permitted $1,000,000 Qualified Release Amount.

“ Qualified Substitute Hybrid Lease ”: A Hybrid Lease (A) acquired by an Issuer in substitution for any Exchanged Hybrid Lease that, on the date of such substitution, (i) relates to a Property or Properties that have aggregate Collateral Values that, when combined with the Collateral Values of all other Properties relating to Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans to be acquired by the Issuers on such date of substitution, is at least equal to the sum of (1) the Fair Market Value of all Exchanged Properties and (2) the Collateral Value of all Exchanged Loans and Exchanged Hybrid Leases on the date of substitution, (ii) complies, in all material respects, with all of the applicable representations and warranties made under the Indenture (with each date therein referring to the date of substitution), (iii) has, together with all other Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans to be acquired by the Issuers on such date, the same or greater aggregate Monthly Lease Payments and Monthly Loan Payments as the Exchanged Properties, Exchanged Hybrid Leases and Exchanged Loans, (iv) has a remaining term that, when combined with all other Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans to be acquired on such date, has a weighted average remaining term that equals or exceeds the weighted average remaining term of the Exchanged Properties, Exchanged Hybrid Leases and Exchanged Loans for such date, (v) if applicable, has a Third Party Option Price that is not less than the sum of what the Allocated Loan Amounts of each Property relating to such Qualified Substitute Hybrid Lease would be after giving effect to the substitution of such Hybrid Lease, (vi) when combined with all other Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans since the most recent Issuance Date, does not cause the Weighted Average Unit FCCR of such Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans to be less than the Weighted Average Unit FCCR (measured as of the date of each respective substitution) of all Exchanged Properties, Exchanged Hybrid Leases and Exchanged Loans since the most recent Issuance Date, (vii) is a “triple-net” lease, and (viii) has an appraisal that meets the requirements set forth in the definition of Appraised Value and was obtained no more than twelve (12) months prior to such substitution or (B) acquired by an Issuer with proceeds deposited in the Release Account that, on the date of such acquisition, (i) complies, in all material respects, with all of the applicable representations and warranties under the Indenture (with each date therein referring to the date of acquisition), (ii) has a remaining term that equals or exceeds the weighted average remaining term of the Released Properties and Released Loans, (iii) if applicable, has a Third Party Option Price that is not less than the sum of what the Allocated Loan Amounts of each Property relating to such Qualified Substitute Hybrid Lease would be after giving effect to the substitution of such Hybrid Lease, (iv) is leased to the Tenant or Tenants who leased the related Released Property or to a different Tenant or Tenants whose Unit FCCR is greater than or equal to the then-current Unit FCCR, (v) is a “triple-net” lease and (vi) has an appraisal meeting the requirements set forth in the definition of Appraised Value that was obtained no more than twelve (12) months prior to such substitution.

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“ Qualified Substitute Loan ”: Any commercial real estate loan, acquired by an Issuer in substitution for an Exchanged Loan or with the proceeds (or a portion thereof) from the sale of a Released Loan and which, as of the date of the acquisition thereof (i) is secured by a Qualified Underlying Property, (ii) has a Collateral Value not less than the Collateral Value of the Released Loan or Exchanged Loan, (iii) has an Interest Rate not less than such Released Loan or Exchanged Loan, (iv) complies with all of the representations and warranties originally made with respect to such Released Loan or Exchanged Loan under the Indenture (with each date therein referring to the date of substitution), (v) pays interest and, if applicable, principal on a monthly basis, (vi) has a maturity date that is not earlier than the related Released Loan or Exchanged Loan, and (vii) if such Released Loan or Exchanged Loan is a balloon Loan, has a balloon payment that is not more than 5% larger than such Released Loan’s or Exchanged Loan’s balloon payment.

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“ Qualified Substitute Property ”: A Property not relating to a Hybrid Lease and acquired by an Issuer (A) in substitution for any Exchanged Property, Exchanged Hybrid Lease or Exchanged Loan that, on the date such Qualified Substitute Property is added to the Collateral Pool, (i) has a Collateral Value that, when combined with the Collateral Value of all other Qualified Substitute Properties, Qualified Substitute Loans and Qualified Substitute Hybrid Leases acquired by any Issuer since the most recent Issuance Date, is at least equal to the sum of (1) the Fair Market Value of all Exchanged Properties and (2) the Collateral Value of all Exchanged Loans and Exchanged Hybrid Lease exchanged since the most recent Issuance Date (each such Exchanged Property, Exchanged Loan and Exchanged Hybrid Lease as measured on the date of their respective removals), (ii) complies, in all material respects, with all of the representations and warranties made with respect to Properties under the Indenture (with each date therein referring to the date of substitution), (iii) has, together with all other Qualified Substitute Properties, Qualified Substitute Loans and Qualified Substitute Hybrid Leases to be acquired by such Issuer on such date, the same or greater aggregate Monthly Lease Payments and Monthly Loan Payments as the Exchanged Properties, Exchanged Hybrid Lease and Exchanged Loans, (iv) is leased pursuant to a Lease, that when combined with the Leases of all other Qualified Substitute Properties and Qualified Substitute Hybrid Leases and the Mortgage Loans of all other Qualified Substitute Loans acquired since the most recent Issuance Date, has a weighted average remaining term that equals or exceeds the weighted average remaining term of the Leases associated with the Exchanged Properties and Exchanged Hybrid Leases and the Mortgage Loans associated with the Exchanged Loans since the most recent Issuance Date (each such Exchanged Property, Exchanged Loan and Exchanged Hybrid Lease as measured on the date of their respective removals), (v) if the Tenant thereof or any third party has an option to purchase such Qualified Substitute Property, the contractual amount of such Third Party Option Price is not less than what the Allocated Loan Amount of such Qualified Substitute Property would be after giving effect to the substitution of such Property, (vi) when combined with all other Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans since the most recent Issuance Date, does not cause the weighted average Unit FCCR of such Qualified Substitute Properties, Qualified Substitute Hybrid Leases and Qualified Substitute Loans to be less than the weighted average Unit FCCR (measured as of the date of each respective substitution) of all Exchanged Properties, Exchanged Hybrid Leases and Exchanged Loans since the most recent Issuance Date; provided, however, with respect to no more than fifteen percent (15%) of the Aggregate Appraised Value of all Owned Properties, Loans and Hybrid Leases, the requirement set forth in this clause (vi) shall not apply so long as such Qualified Substitute Properties (1) have a weighted average Unit FCCR not less than 2.0x and (2) the Property Manager, in accordance with the Servicing Standard, has determined that such substitution is in the best interest of the Issuers and the Noteholders, (vii) is leased pursuant to a “triple-net” lease, and (viii) has an appraisal that meets the requirements set forth in the definition of Appraised Value and was obtained no more than (12) months prior to such substitution or (B) with proceeds deposited in the Release Account that, on the date of such acquisition, (i) complies, in all material respects, with all of the representations and warranties made with respect to Properties under the Indenture (with each date therein referring to the date of acquisition), (ii) is leased pursuant to a Lease that has a remaining term that equals or exceeds the weighted average remaining term of the Leases and Mortgage Loans associated with the Released Properties and Released Loans released since the most recent Issuance Date, (iii) if the Tenant thereof or any third party has an option to purchase such Qualified Substitute Property, the contractual amount of such Third Party Option Price is not less than what the Allocated Loan Amount of such Qualified Substitute Property would be after being acquired by such Issuer; (iv) is leased to a Tenant who leased the related Released Property or was the Borrower under the Released Loan, or to a different Tenant whose Unit FCCR is greater than or equal to the then-current Unit FCCR, (v) is leased pursuant to a “triple-net” lease and (vi) has an appraisal meeting the requirements set forth in the definition of Appraised Value that was obtained no more than twelve (12) months prior to such substitution.

“ Qualified Underlying Property ”:  Any commercial real estate property securing a Qualified Substitute Loan, which, as of the date of the acquisition of such related Qualified Substitute Loan, (i) has a Fair Market Value or, when combined with the Fair Market Value of all Qualified Substitute Properties and all other Qualified Underlying Properties to be acquired on the date of such acquisition as substitution for the related Released Loan or Exchanged Loan, has a Fair Market Value in the aggregate, that is equal to or greater than the Fair Market Value of the Property that secures such Released Loan or Exchanged Loan, and (ii) complies with all of the representations and warranties originally made with respect to the Property securing the related Released Loan or Exchanged Loan under the Indenture (with each date therein referring to the date of substitution).

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“ Reimbursement Rate ”: The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal to the Prime Rate plus 2.0%.

“ Release Account ”: The segregated account established and maintained by the Indenture Trustee on behalf of the Noteholders and the Issuers for the deposit of cash proceeds from the sale of any Property or Mortgage Loan.

“ Release Price ”: With respect to any Released Property or Released Loan, an amount equal to (i) the Third Party Option Price, if the release occurs in connection with any Third Party Purchase Option, (ii) with respect to any Delinquent Asset or Defaulted Asset purchased by the Special Servicer or the Property Manager or any assignee thereof or any Released Property or Released Loan sold to a STORE SPE, (x) prior to the date on which the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been repaid in full, the greater of (A) the Fair Market Value and (B) one hundred twenty-five percent (125%) of the Allocated Loan Amount and (y) on and after the date on which the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been repaid in full, the greater of (A) the Fair Market Value and (B) one hundred fifteen percent (115%) of the Allocated Loan Amount, (iii) the Payoff Amount with respect to any Released Property or Released Loan released due to a Collateral Defect, (iv) the Fair Market Value for any Released Property sold to a third party, STORE Capital or a STORE SPE or (v) the greater of Fair Market Value and one hundred twenty-five percent (125%) of the Allocated Loan Amount of the Owned Properties, Hybrid Leases or Mortgage Loans being released with respect to a Qualified Deleveraging Event.

“ Released Asset ”: Any Released Loan or Released Property, as applicable.

“ Released Loan ”: As defined in Section 7.04.

“ Released Property ”: As defined in Section 7.04.

“ Relinquished Property ”: As defined in the Master Exchange Agreement.

“ Relinquished Property Proceeds ”: As defined in the Master Exchange Agreement.

“ Remedial Work ”: As defined in Section 3.23(c).

“ Remittance Date ”: The Business Day preceding each Payment Date.

“ Removed Loan ”: A Released Loan or Exchanged Loan that has either been released or substituted that is removed from the Collateral Pool pursuant to Section 2.03 and Article VII hereof.

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“ Removed Property ”: A Released Property or Exchanged Property that has either been released or substituted and that is removed from the Collateral Pool pursuant to Section 2.03 and Article VII hereof.

“ REO Property ”: A Property acquired by or on behalf of an Issuer as “real estate owned” whether through foreclosure, deed in lieu of foreclosure or otherwise.

“ REO Revenues ”: All income, rents, profits and proceeds derived from the ownership, operation or leasing of any REO Property.

“ Replacement Property ”: As defined in the Master Exchange Agreement.

“ Request for Release ”: A request signed by a Servicing Officer of the applicable Issuer or the Property Manager in the form of Exhibit B-l attached hereto or of such Issuer or the Special Servicer in the form of Exhibit B-2 attached hereto.

“ Required Conditions ”: With respect to any proposed substitution, release, exchange or lease transfer of a Property or Mortgage Loan, the Required Conditions will be satisfied if:

(i)         the applicable Issuer shall submit to the Indenture Trustee, not less than five (5) days prior to the date of such release, a release of Lien of the Mortgage (and related Transaction Documents) for such Property or Mortgage Loan for execution by the Indenture Trustee. Such release shall be in a form appropriate in each jurisdiction in which the Property or Mortgage Loan is located. In addition, such Issuer shall provide all other documentation that is reasonably required to be delivered by any party hereto in connection with such substitution, release, exchange or lease transfer, together with an Officer’s Certificate certifying that such documentation (A) is in compliance with all Legal Requirements, and (B) will effect such release in accordance with the terms of this Agreement;

(ii)         solely with respect to a proposed substitution, release, exchange or lease transfer of a Property, if the Property sought to be substituted, released, exchanged or have its lease transferred is located adjacent to another Property, after giving effect to such release, (A) each such remaining Property shall (1) have adequate rights of access to public ways, (2) be a “legal lot” under all Legal Requirements and be separately assessed for tax purposes, (3) comply with all Legal Requirements, including all applicable zoning ordinances and subdivision ordinances, (4) receive all public utilities directly from an adjoining public right-of-way, through another remaining Property or through valid easements insured under the Title Insurance Policies, and (5) not be subject to any material encroachment by Improvements on the Property so released, and (B) no material Improvements on any Property shall encroach onto the Property so released. Such Issuer shall have executed and delivered such reciprocal easements, declarations of covenants, conditions and restrictions and such other agreements as may be required by the title insurance company that issued the Title Insurance Policies or by any Governmental Authorities or as may be reasonably required by the Indenture Trustee; and

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(iii)         if the Property sought to be substituted, released, exchanged or have its lease transferred is subject to a Lease or Mortgage Loan that also covers any other Property, such Lease or Mortgage Loan shall be severed and amended so that, after giving effect to such release, no Property shall be subject to a Lease or Mortgage Loan that also affects any Property that is not subject to a Mortgage.

“ Required Transfer Instruction Date ”: The date on which an Issuer or STORE Capital is required to direct the transfer of Relinquished Property Proceeds from the Exchange Account to the Release Account pursuant to the Escrow Agreement.

“ Risk-Based Substitution ”: The meaning specified in Section 7.06.

“ Series Collateral Release ”: A release of Released Assets in connection with a full prepayment of one or more Series of Notes following or concurrent with repayment in full of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes; provided , however, the release of such Released Assets to the related Issuer (i) shall not trigger an Indenture Event of Default or Early Amortization Period (including but not limited to the Issuers’ obligations to maintain the 3-month Average DSCR), (ii) shall result in the Rating Condition being satisfied and (iii) shall not cause a Maximum Property Concentration to be exceeded (or if, prior to such release, an existing Maximum Property Concentration is already exceeded, the release of such Released Assets will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such release).

“ Series Collateral Release Price ”: With respect to any Released Asset released at the time of a Series Collateral Release, the Release Price shall be an amount equal to the greater of (i) one hundred fifteen percent (115%) of the Allocated Loan Amount of such Released Asset and (ii) the Fair Market Value of Released Asset.

“ Servicer Replacement Event ”: The meaning specified in Section 6.01(a).

“ Servicing Fees ”: With respect to each Property and the related Lease or Mortgage Loan, the Property Management Fee, the Back-Up Fee, the Property Manager Additional Servicing Compensation, if any, the Special Servicing Fee, if any, and the Special Servicer Additional Servicing Compensation, if any.

“ Servicing File ”: Any documents (other than documents required to be part of the related Lease File or Loan File) in the possession of the Property Manager or the Special Servicer and relating to the origination and servicing of any Mortgage Loan or Lease or the administration of any Property.

“ Servicing Officer ”: Any officer or employee of the Property Manager or the Special Servicer involved in, or responsible for, the administration, management and servicing of the Properties, Leases or Mortgage Loans, whose name and specimen signature appear on a list of Servicing Officers furnished by such party to the applicable Issuer Members, the applicable Issuer and the Indenture Trustee on the related Series Closing Date, as such list may be amended from time to time.

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“ Servicing Standard ”: To provide property management services for the Properties and to service the Mortgage Loans and the Leases (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, STORE Capital, the Property Manager or the Special Servicer, as the case may be, services and administers similar leases and properties and loans, including, without limitation, the granting of Permitted Encumbrances, for their own account and the account of their Affiliates or any third-party portfolios, to the extent applicable, or (b) in a manner normally associated with the prudent management and operation of similar properties, whichever standard is highest, and in each such case, in material compliance with all applicable laws, but without regard to: (i) any known relationship that the Property Manager or Special Servicer, or an Affiliate of the Property Manager or Special Servicer, may have with any Issuer, any Tenant, any Borrower, any of their respective Affiliates or any other party to the Transaction Documents; (ii) the ownership of any Note or Issuer Interest by the Property Manager or Special Servicer or any Affiliate of the Property Manager or Special Servicer, as applicable; (iii) the Property Manager’s obligation to make Advances or to incur servicing expenses with respect to the Leases, Properties and Mortgage Loans; (iv) the Property Manager’s or Special Servicer’s right to receive compensation for its services; (v) the ownership, or servicing or management for others, by the Property Manager or Special Servicer of any other leases, commercial real properties or loans; (vi) the release, transfer or indemnification obligations of the Property Manager or Special Servicer; or (vii) the existence of any loans made to a Tenant by the Property Manager or Special Servicer or any Affiliate thereof.

“ Servicing Transfer Agreement ”: As defined in Section 5.04. “Servicing Transfer Date”: As defined in Section 5.04.

“ Servicing Transfer Event ”: With respect to any Property, the occurrence of any of the events described in clauses (i) through (v) of the definition of “Specially Managed Unit.”

“ SNDA ”: A subordination, non-disturbance, and attornment agreement with respect to a Lease, which is in a form attached hereto as Exhibit E with such reasonable modifications as may be requested by the subject Tenant and are reasonably acceptable to the Indenture Trustee.

“ Special Servicer ”: STORE Capital, in its capacity as special servicer under this Agreement, or any successor special servicer appointed as herein provided.

“ Special Servicer Additional Servicing Compensation ”: The additional servicing compensation payable to the Special Servicer pursuant to Section 3.09(d).

“ Special Servicer Report ”: As defined in Section 4.01(b).

“ Special Servicing Fee ”: With respect to each Specially Managed Unit, the monthly fee payable to the Special Servicer pursuant to the first paragraph of Section 3.09(c) in amount equal to the product of (i) the Special Servicing Fee Rate and (ii) the aggregate Allocated Loan Amount (as of the related Determination Date) of all Mortgage Loans and Properties in the Collateral Pool that did not relate to Specially Managed Units during the related Collection Period.

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“ Special Servicing Fee Rate ”: With respect to each Specially Managed Unit, a monthly rate equal to the product of (i) one-twelfth and (ii) 0.75%.

“ Specially Managed Unit ”: Any Property or Mortgage Loan as to which any of the following events has occurred:

(i)            such Property or Mortgage Loan is a Delinquent Asset; or

(ii)          such Property or Mortgage Loan is a Defaulted Asset, with respect to which the related default materially and adversely affects the interests of the applicable Issuer; or

(iii)        there shall have been commenced in a court or agency or supervisory authority having jurisdiction an involuntary action against the Tenant or Borrower under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings or for the winding up or liquidation of its affairs, which action shall not have been dismissed for a period of 90 days, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or the Tenant or Borrower shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Tenant or Borrower or of or relating to all or substantially all of its property, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or the Tenant or Borrower shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, and the subject Lease or Mortgage Loan has not been rejected in any related proceeding; or

(iv)         the Lease or Mortgage Loan has expired, been terminated, or rejected in any bankruptcy or related proceeding; or

(v)          the Property Manager receives notice that (A) a Tenant will no longer make Monthly Lease Payments under such Tenant’s Lease or (B) a Borrower will no longer make Monthly Loan Payments under such Borrower’s Mortgage Loan.

“ STORE Capital ”: STORE Capital Corporation, a Maryland corporation, and its successors and assigns.

“ STORE SPE ”: Any special purpose, bankruptcy remote subsidiary (direct or indirect) of STORE Capital (other than any Originator).

“ Sub-Manager ”: Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.

“ Sub-Management Agreement ”: The written contract between the Property Manager or the Special Servicer, on the one hand, and any Sub-Manager, on the other hand, relating to servicing and administration of Mortgage Loans, Leases and Properties, as provided in Section 3.18.

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“ Subsidiary ”: Any other corporation, association, joint stock company, business trust, limited liability company, general or limited partnership or any other business entity of which more than 50% of the total combined outstanding voting stock, share capital, membership or other interests, as the case may be, is owned either directly or indirectly, or the management of which is controlled, directly, or indirectly through one or more intermediaries, or both, by STORE Capital either directly or through Subsidiaries.

“ Successor Property Manager ”: As defined in Section 6.02.

“ Successor Special Servicer ”: As defined in Section 6.02.

“ Tenant ”: With respect to each Lease, the tenant under such Lease and any successor or assign thereof.

“ Terminated Lease Property ”: A Property, the Lease with respect to which has expired, has been terminated or has been rejected in a bankruptcy, insolvency or similar proceeding of the Tenant or from which the Tenant has been evicted or otherwise removed.

“ Termination Date ”: As defined in the Master Exchange Agreement.

“ Third Party Option Price ”: With respect to any Property pursuant to which a Purchase Option is exercised, a cash price equal to the amount specified in the related Lease or other Lease Document, as applicable, as payable by a Tenant or other third party in connection with the exercise of such Purchase Option.

“ Third Party Purchase Option ”: The option under a Lease, whether conditional or otherwise, for the related Tenant or another third party to purchase the related Property before or at the expiration of the term of the Lease for the Third Party Option Price.

“ Title Insurance Policies ”: With respect to each Property, an ALTA mortgagee title insurance policy in the customary form (or, if any Property is in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state) issued with respect to such Property and insuring the lien of the Mortgage encumbering such Property.

“ Total Debt Service ”: (a) The sum of (i) the Scheduled Principal Payment and Note Interest with respect to each Series of Notes (in each case, less any scheduled principal payment due on the related Anticipated Repayment Date with respect to such Series of Notes), (ii) the Property Management Fee, (iii) the Special Servicing Fee, if any, (iv) the Back-Up Fee, and (v) the Indenture Trustee Fee, each as accrued during the Collection Period ending on such Determination Date minus (b) the Post-Closing Properties Adjustment Amount. For the purpose of calculating “Monthly DSCR,” the Note Interest component of Total Debt Service shall, for each Series, be computed on the basis of a 360-day year consisting of twelve 30-day months.

“ Triple A Notes ”: Any Notes that have been issued pursuant to the Indenture and have received a rating of “AAA(sf)” from the applicable Rating Agency.

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“ Triple A Release Date ” With respect to any Triple A Notes, as defined in the related Series Supplement.

“ Triple A Release Event ”: If any Triple A Notes are Outstanding on their related Triple A Release Date and an Early Amortization Period is in effect the Property Manager shall use commercially reasonable efforts to sell Hybrid Leases, Loans and/or Owned Properties in an amount equal to 25% of the Aggregate Collateral Value, taking into account the sum of the Collateral Value of all Released Assets released since the Initial Closing Date.

“ UCC ”: The Uniform Commercial Code as in effect in any applicable jurisdiction.

“ UCC Financing Statement ”: One or more financing statements filed or recorded or in a form suitable for filing and recording under the UCC.

“ Underlying Mortgaged Property ”: Each parcel of real property securing a Mortgage Loan, including the buildings, structures, fixtures (to the extent not property of the related Tenant), additions, enlargements, extensions, modifications, repairs, replacements or Improvements now or hereinafter erected or located on such parcel and appurtenant easements and other property rights relating thereto.

“ Unit FCCR ”: The individual FCCR of a Property, an individual Lease or Mortgage Loan or, in the case of Master Leases, the Master Lease FCCR and, in the case of Hybrid Leases, the Hybrid Lease FCCR.

“ Unscheduled Proceeds ”: Collectively, without duplication, (i) Liquidation Proceeds and any other proceeds received by the Property Manager or the Special Servicer with respect to the disposition of a Property or a Mortgage Loan that is a Defaulted Asset, (ii) Insurance Proceeds, Condemnation Proceeds or amounts received in connection with an Insured Casualty, (iii) provided that such amounts are less than the Collateral Value of the related Property or Mortgage Loan, any Third Party Option Price received as a result of a Third Party Purchase Option, (iv) Payoff Amounts received in connection with releases and sales of Leases, Mortgage Loans and Properties in relation to a Collateral Defect, (v) any proceeds derived from each un-leased Property (exclusive of related operating costs, including certain reimbursements payable to the Property Manager in connection with the operation and disposition of such un-leased Property), (vi) all amounts disbursed to the Payment Account from the DSCR Reserve Account during an Early Amortization Period, (vii) all amounts transferred from the Release Account to the Collection Account during the related Collection Period, (viii) any Post-Closing Acquisition Unused Proceeds, (ix) any proceeds transferred from the Exchange Account to the Release Account pursuant to an Exchange Program, if applicable and (x) any Release Price collected in connection with a Triple A Release Event.

“ U.S. Credit Risk Retention Rules ”: means the final rules adopted by the FDIC, the Federal Housing Finance Agency, the Office of the Comptroller of the Currency of the Department of the Treasury, the SEC, the Board of Governors of the Federal Reserve System and the U.S. Department of Housing and Urban Development implementing the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as amended, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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“ U.S. Risk Retention Agreement ”: The U.S. Credit Risk Retention Agreement executed and delivered by STORE Capital Corporation, as Support Provider, and the Issuers in favor of the Indenture Trustee, dated as of October 22, 2018.

“ Weighted Average 4-Wall FCCR ”: An amount equal to the quotient of (i) the sum of the products of the 4-Wall FCCRs and the Allocated Loan Amounts of each Owned Property or Loan in the Collateral Pool, and (ii) the Aggregate Allocated Loan Amount of the Collateral Pool.

“ Weighted Average Unit FCCR ”: An amount equal to the quotient of (i) the sum of the products of the Unit FCCRs and the Allocated Loan Amounts of each Property or Mortgage Loan in the Collateral Pool and (ii) the Aggregate Series Principal Balance.

“ Workout Fee ”: A fee payable to the Special Servicer with respect to each Corrected Unit. As to each such Corrected Unit, the Workout Fee will be payable out of, and will be calculated by application of 0.50% to, each collection of rents and principal and interest payments (other than any default interest) received on the related Lease or Mortgage Loan, as applicable, so long as it remains a Corrected Unit; provided, that no Workout Fee will be payable from any Liquidation Proceeds collected in connection with (i) the purchase of any Specially Managed Unit or REO Property by the Property Manager or the Special Servicer or (ii) the repurchase of any Specially Managed Unit by the applicable Issuer or the Support Provider due to a Collateral Defect within the period provided to cure such Collateral Defect.

“ Yield Maintenance Premium ”: With respect to any Mortgage Loan, any premium, penalty or fee paid or payable, as the context requires, by a Borrower in connection with a principal prepayment on or other early collection of principal of a Mortgage Loan.

Section 1.02            Other Definitional Provisions.

(a)          All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)          As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(c)          The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified; a reference to a subsection or other subdivision without further reference to a Section is a reference to such subsection or other subdivision as contained in the Section in which the reference appears; and the words “include” and “including” shall mean without limitation by reason of enumeration.

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(d)          The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms.

(e)          Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted assignees.

Section 1.03            Certain Calculations in Respect of the Leases and the Mortgage Loans.

(a)            All amounts collected in respect of any Lease in the form of payments from the related Tenants, guaranties provided by related Lease Guarantors, Unscheduled Proceeds or otherwise shall be applied to amounts due and owing under the Lease in accordance with the express provisions of such Lease, and all amounts collected in respect of any Mortgage Loan in the form of payments from the related Borrower, guaranties provided by related Loan Guarantors or Unscheduled Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage; in the absence of such express provisions, shall be applied for purposes of this Agreement: (i) with respect to amounts collected in respect to any Lease, first, as a recovery of any related and unreimbursed Advances; and second, in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts then due and owing under such Lease, including, without limitation, Percentage Rent and Default Interest; and (ii) with respect to amounts collected in respect of any Mortgage Loan, first , as a recovery of any related and unreimbursed Advances, second , as a recovery of accrued and unpaid interest at the related Interest Rate on such Mortgage Loan to but not including, as appropriate, the date of receipt or the Due Date in the Collection Period of receipt, third , as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a default thereunder (or, if a liquidation event has occurred in respect of such Mortgage Loan, a recovery of principal to the extent of its entire remaining unpaid principal balance), fourth , as a recovery of any Yield Maintenance Premium then due and owing under such Mortgage Loan, fifth , in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts then due and owing under such Mortgage Loan, including Default Interest, and sixth , as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance.  Any proceeds derived from an unleased Property (exclusive of related operating costs, including reimbursement of Advances made by the Property Manager, the Special Servicer or the Indenture Trustee in connection with the operation and disposition of such Property) shall be applied by the Property Manager in the same manner as if they were Monthly Lease Payments due on the previously existing Lease for such Property until such Lease becomes a Liquidated Lease pursuant to the terms of such Lease and the related Lease Documents.

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(b)         Collections in respect of each REO Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, maintaining and disposing of such REO Property) shall be treated: first , as a recovery of any related and unreimbursed Advances; second , as a recovery of accrued and unpaid interest on the related Mortgage Loan at the related Interest Rate to but not including the Due Date in the Collection Period of receipt; third , as a recovery of principal of the related Mortgage Loan to the extent of its entire unpaid principal balance; and fourth , in accordance with the Servicing Standard, but subject to Section 1.03(c), as a recovery of any other amounts deemed to be due and owing in respect of the related Mortgage Loan.

(c)         Insofar as amounts received in respect of any Lease, Mortgage Loan or REO Property and allocable to fees and charges owing in respect of such Lease, Mortgage Loan or REO Property constituting Additional Servicing Compensation payable to the Property Manager or Special Servicer are insufficient to cover the full amount of such fees and charges, such amounts shall be allocated between such of those fees and charges as are payable to the Property Manager, on the one hand, and as are payable to the Special Servicer, on the other, pro rata in accordance with their respective entitlements.

(d)         The foregoing applications of amounts received in respect of any Lease, Mortgage Loan or REO Property shall be determined by the Property Manager and reflected in the appropriate monthly Determination Date Report and any Modified Collateral Detail and Realized Loss Report.

(e)          Notwithstanding the early termination of any Lease resulting from a default by the related Tenant, such Lease will be treated for purposes of determining Servicing Fees, Liquidation Fees, Workout Fees and Indenture Trustee Fees as remaining in effect until such Lease becomes a Liquidated Lease.

(f)          Insofar as amounts received in respect of any Lease and allocable to fees and charges owing in respect of such Lease constituting Additional Servicing Compensation payable to the Property Manager or Special Servicer are insufficient to cover the full amount of such fees and charges, such amounts shall be allocated between such of those fees and charges as are payable to the Property Manager, on the one hand, and as are payable to the Special Servicer, on the other, pro rata in accordance with their respective entitlements.

(g)          The foregoing applications of amounts received in respect of any Lease shall be determined by the Property Manager and reflected in the appropriate monthly Determination Date Report and Modified Collateral Detail and Realized Loss Reports.

Section 1.04            Fee Calculations.

The calculation of the Servicing Fees shall be made in accordance with Section 3.11; the payment of Indenture Trustee Fees shall be made pursuant to the terms of the Indenture. All dollar amounts calculated hereunder shall be rounded to the nearest penny with one-half of one penny being rounded up.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES; RECORDINGS
AND FILINGS; BOOKS AND RECORDS; DEFECT,
BREACH, CURE, REPURCHASE AND SUBSTITUTION

Section 2.01            Representations and Warranties of STORE Capital, the Back-Up Manager and the Issuers.

(a)          STORE Capital represents and warrants to the other parties hereto, and for the benefit of the Issuers, and the Indenture Trustee for the benefit of the Noteholders as of Series Closing Date:

(i)          STORE Capital is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland and is in compliance with the laws of each state (within the United States of America) in which any Property is located to the extent necessary to its performance under this Agreement;

(ii)         The execution and delivery of this Agreement by STORE Capital, and the performance and compliance with the terms of this Agreement by STORE Capital, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

(iii)       STORE Capital has the corporate power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

(iv)        This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of STORE Capital, enforceable against STORE Capital in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)         STORE Capital is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of STORE Capital to perform its obligations under this Agreement or the financial condition of STORE Capital;

(vi)         No litigation is pending or, to STORE Capital’s knowledge, threatened against STORE Capital that is reasonably likely to be determined adversely to STORE Capital and, if determined adversely to STORE Capital, would prohibit STORE Capital from entering into this Agreement or that, in STORE Capital’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of STORE Capital to perform its obligations under this Agreement or the financial condition of STORE Capital.

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(vii)        No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by STORE Capital of, or the compliance by STORE Capital with, this Agreement or the consummation of the transactions of STORE Capital contemplated by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of STORE Capital to perform its obligations hereunder; and

(viii)      Each officer and employee of STORE Capital that has responsibilities concerning the management, servicing and administration of Properties, Leases and Mortgage Loans is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06.

(b)          The representations and warranties of STORE Capital set forth in Section 2.01(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons to whom and for whose benefit they were made until all amounts owed to the Noteholders under or in connection with this Agreement, the Indenture and the Notes have been indefeasibly paid in full. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

(c)         Any successor Property Manager or Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.01(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.01(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

(d)          The Back-Up Manager represents and warrants to the other parties hereto, and for the benefit of the Issuers, and the Indenture Trustee on behalf of the Noteholders, as of each Series Closing Date:

(i)          The Back-Up Manager is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and is in compliance with the laws of each state (within the United States of America) in which any Property is located to the extent necessary to its performance under this Agreement;

(ii)         The execution and delivery of this Agreement by the Back-Up Manager, and the performance and compliance with the terms of this Agreement by the Back-Up Manager, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

(iii)         The Back-Up Manager has the corporate power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

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(iv)        This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Back-Up Manager, enforceable against the Back-Up Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)         The Back-Up Manager is not in violation of, and its execution and delivery of, this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Back-Up Manager to perform its obligations under this Agreement or the financial condition of the Back-Up Manager;

(vi)        No litigation is pending or, to the Back-Up Manager’s knowledge, threatened (in writing received by the Back-Up Manager) against the Back-Up Manager, which if determined adversely to the Back-Up Manager, would prohibit the Back-Up Manager from entering into this Agreement or that, in the Back-Up Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Back-Up Manager to perform its obligations under this Agreement or the financial condition of the Back-Up Manager;

(vii)      No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by the Back-Up Manager of, or the compliance by the Back-Up Manager with, this Agreement or the consummation of the transactions contemplated by the Back-Up Manager by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of the Back-Up Manager to perform its obligations hereunder; and

(viii)      The Back-Up Manager is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06.

(e)        Each Issuer hereby represents and warrants to each of the other parties hereto and for the benefit of the Indenture Trustee, on behalf of the Noteholders as of the related Series Closing Date on or after the date on which such Issuer becomes a party to this Agreement:

(i)          Such Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state (within the United States of America) in which any applicable Property is located to the extent necessary to its performance under this Agreement;

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(ii)         The execution and delivery of this Agreement by such Issuer, and the performance and compliance with the terms of this Agreement by such Issuer, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;

(iii)        Such Issuer has the limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement and any applicable Joinder Agreement, and has duly executed and delivered this Agreement and any applicable Joinder Agreement;

(iv)        This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Issuer, enforceable against such Issuer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)         Such Issuer is not in violation of, and its execution and delivery of, this Agreement or any applicable Joinder Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of such Issuer to perform its obligations under this Agreement or the financial condition of such Issuer;

(vi)        No litigation is pending or, to such Issuer’s knowledge, threatened against such Issuer that is reasonably likely to be determined adversely to such Issuer and, if determined adversely to such Issuer, would prohibit such Issuer from entering into this Agreement or that, in such Issuer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of such Issuer to perform its obligations under this Agreement or the financial condition of such Issuer;

(vii)       No consent, approval, authorization or order under any court or governmental agency or body is required for the execution, delivery and performance by such Issuer of, or the compliance by such Issuer with, this Agreement or the consummation of the transactions of such Issuer contemplated by this Agreement, except for any consent, approval, authorization or order that has been obtained or that if not obtained would not have a material and adverse effect on the ability of such Issuer to perform its obligations hereunder;

(viii)      Each officer and employee of such Issuer that has responsibilities concerning the management, servicing and administration of the applicable Properties, Leases and Mortgage Loans is covered by errors and omissions insurance and the fidelity bond as and to the extent required by Section 3.06; and

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(ix)         To such Issuer’s knowledge, each of the Properties owned by such Issuer or securing a Mortgage Loan owned by such Issuer is a commercial property and is operated for commercial purposes.  The representations and warranties of each Issuer set forth in Section 2.01(e) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons to whom and for whose benefit they were made for so long as such Issuer remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

Section 2.02            Recordings and Filings; Books and Records; Document Defects.

(a)            In connection with the Grant made by each Issuer to the Indenture Trustee pursuant to the granting clause of the Indenture, each Issuer shall cause the delivery of the applicable Lease Files for the applicable Leases and the applicable Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement for the benefit of the Indenture Trustee in furtherance of such Grant and such Issuer shall cause: (i) with respect to the Properties owned by such Issuer: (A) each Mortgage, UCC Financing Statement and continuation statement referred to in the definition of “Lease File” herein to be submitted to the appropriate Title Company (as defined below) on or before the applicable Series Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, at the expense of such Issuer and (B) each title insurance binder or commitment referred to in the definition of “Lease File” herein to be issued as a final title insurance policy by the title companies (the “ Title Companies ”) issuing same (the “ Title Insurance Policies ”) and (ii) with respect to the Mortgage Loans owned by such Issuer, promptly (and in any event within 60 days following the applicable Series Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements. Each such assignment and each Mortgage shall reflect that, following recording, it should be returned by the public recording office to the Custodian, on behalf of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian), and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian) following filing; provided, that in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and Assignment of Leases, the Property Manager, on behalf of the Indenture Trustee, shall obtain therefrom a certified copy of the recorded original. Each of the Title Companies issuing the Title Insurance Policies shall be instructed by the applicable Issuer to deliver such policies to the Custodian, for the benefit of the Indenture Trustee. The Property Manager, on behalf of the Indenture Trustee, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title Company. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Indenture Trustee or the Custodian shall notify the Property Manager and the Property Manager shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Indenture Trustee and the related Issuer shall cooperate as necessary for the Property Manager to perform such obligations.

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(b)          Each Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager all documents and records in the possession of such Issuer or any related Originators that relate to the applicable Properties, Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Loan File in accordance with the definitions thereof, and the Property Manager shall hold all such documents and records in trust on behalf of the Indenture Trustee (in hard copy or electronic format). The Property Manager’s possession of such documents and records shall be at the will of the related Issuer and the Indenture Trustee for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties pursuant to this Agreement and such possession by the Property Manager shall be in a custodial capacity only on behalf of the Indenture Trustee. The ownership of such documents and records shall be vested in each Issuer, as applicable, subject to the lien of the Indenture, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans and Properties that are prepared by or which come into possession of the Property Manager or the Special Servicer shall immediately vest in such Issuer, subject to the lien of the Indenture, and shall be delivered to and deposited with the Property Manager, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager in such custodial capacity only on behalf of the Indenture Trustee, except as otherwise provided herein. All such documents and records shall be appropriately maintained in a manner to clearly reflect the ownership of such documents and records by the applicable Issuer, subject to the lien of the Indenture, and that such documents and records are being held on behalf of the Indenture Trustee, and the Property Manager shall release such documents and records from its custody only in accordance with this Agreement.

(c)         If any party hereto discovers that any document constituting a part of a Lease File or Loan File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Owned Property Schedule or Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Lease File or the Loan File) or does not appear to be regular on its face (each, a “ Document Defect ”), such party shall give prompt written notice thereof to the other parties thereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager shall notify the Issuers and any applicable Rating Agency. If the applicable Issuer does not correct any Document Defect within 90 days of its receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Issuer in, the related Lease, Property or Mortgage Loan, the Property Manager shall, on behalf of such Issuer, and subject to the provisions of Section 2.03 to the same extent as if such Document Defect were a Collateral Defect, exercise such rights and remedies as such Issuer may have under Section 2.03 with respect to such Document Defect in such manner as it determines, in its good faith and reasonable judgment, is in the best interests of such Issuer.

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(d)          The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Indenture Trustee.

(e)          Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s title insurance in lieu of the delivery of the actual policy of owner’s title insurance shall not be considered a Document Defect with respect to any Lease File if such actual policy of insurance is delivered to the Custodian not later than 270 days after the Closing Date.

Section 2.03            Repurchase or Transfer and Exchange for Document Defects, Collateral Defects and Breaches of Representations and Warranties.

(a)          If any party hereto discovers or receives notice that any document required to be included in any Loan File or Lease File is missing (after the date it is required to be delivered) or is otherwise deficient or that there exists a breach of any representation or warranty relating to any Mortgage Loan, Property or Lease set forth in Section 2.20, Section 2.21 or Section 2.22 of the Indenture and if such absence, deficiency or breach materially and adversely affects (a) the interests of the applicable Issuer in, or the value of, such Mortgage Loan, Property or Lease or (b) the collectability or enforceability of the Lease or Mortgage with respect to the Property (a “ Collateral Defect ”), the party discovering such Collateral Defect shall give prompt written notice thereof to the other parties hereto. Promptly upon becoming aware of any such Collateral Defect, the Property Manager shall request that such Issuer, not later than 60 days from the receipt by such Issuer of such request, (i) cure such Collateral Defect in all material respects, (ii) cause such Property, Lease or Mortgage Loan to be released from the Collateral in accordance with Section 7.04 of this Agreement, or (iii) substitute one or more Qualified Substitute Properties for the subject Property, one or more Qualified Substitute Properties or Qualified Substitute Loans for the subject Mortgage Loan or one or more Qualified Substitute Hybrid Leases for the subject Hybrid Lease in accordance with the procedures set forth in Section 7.01 of this Agreement; provided that if (i) such Collateral Defect is capable of being cured but not within such 60-day period, (ii) such Issuer has commenced and is diligently proceeding with the cure of such Collateral Defect within such 60-day period, and (iii) such Issuer shall have delivered to, the Property Manager, the Indenture Trustee and the Custodian a certification executed on behalf of such Issuer by an officer thereof setting forth the reason such Collateral Defect is not reasonably capable of being cured within an initial 60-day period and what actions such Issuer is pursuing in connection with the cure thereof and stating that such Issuer anticipates that such Collateral Defect will be cured within an additional period not to exceed 60 more days, then such Issuer shall have up to an additional 60 days commencing on the 61st day from receipt by such Issuer of such request to complete such cure.

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(b)          If an Issuer has elected to release or to substitute one or more of the Properties or Mortgage Loans and the Property Manager and/or such Issuer has delivered the Officer’s Certificates referenced in Sections 7.01 and 7.04, respectively, the Property Manager shall, and is hereby authorized and empowered by such Issuer and the Indenture Trustee to, prepare, execute and deliver in its own name, on behalf of such Issuer, the Indenture Trustee and the Collateral Agent, on behalf of the Indenture Trustee, or any of them, the endorsements, assignments and other documents contemplated by Section 7.01 or Section 7.04 necessary to effectuate an exchange or release pursuant to Section 2.03(a), and such Issuer, the Indenture Trustee and the Collateral Agent shall execute and deliver any limited powers of attorney substantially in the form of Exhibit D prepared by the Property Manager and necessary to permit the Property Manager to do so; provided , however , that none of the applicable Issuer, the applicable Issuer Member, the applicable Issuer board of managers, the Indenture Trustee or the Collateral Agent shall be held liable for any misuse of any such power of attorney by the Property Manager and the Property Manager hereby agrees to indemnify such Issuer, such Issuer Member, such Issuer board of managers, the Indenture Trustee and the Collateral Agent against, and hold such Issuer, such Issuer Member, such Issuer board of managers, the Indenture Trustee and the Collateral Agent harmless from, any loss or liability arising from any misuse of such power of attorney. In connection with any such release or substitution by an Issuer, the Property Manager or the Special Servicer, as appropriate, shall concurrently deliver the related Lease File or Loan File, as applicable, to such Issuer.

(c)         Subject to the terms of the Guaranty, this Section 2.03 provides the sole remedies available to the Indenture Trustee and the Noteholders with respect to any Collateral Defect. If any Issuer defaults on its obligations to release or substitute for any Property or Mortgage Loan as contemplated by Section 2.03(a), such default shall be deemed an Event of Default under the Indenture and the Property Manager shall promptly notify the Indenture Trustee and any applicable Rating Agency and shall take such actions with respect to the enforcement of such obligations, including the institution and prosecution of appropriate proceedings, and the Property Manager shall notify the Controlling Party of each Series of any proposed action and, prior to the Property Manager taking such action, such Controlling Parties shall consent to such action. Any and all expenses incurred by the Property Manager or the Indenture Trustee with respect to the foregoing shall constitute Property Protection Advances in respect of the affected Property or Mortgage Loan.

Section 2.04            Non Petition Agreement.

Each Issuer will cause each party to any Purchase and Sale Agreement to covenant and agree that such party shall not institute against, or join any other Person in instituting against, any Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar law.

ARTICLE III

ADMINISTRATION AND SERVICING OF PROPERTIES, LEASES AND MORTGAGE LOANS

Section 3.01            Administration of the Properties, Leases and Mortgage Loans.

(a)          Each of the Property Manager and the Special Servicer shall service and administer the Properties, Leases and Mortgage Loans that it is obligated to service and administer pursuant to this Agreement on behalf of the Issuers and in the best interests and for the benefit of the Noteholders and the holders of the Issuer Interests (as a collective whole), in accordance with any and all applicable laws and the terms of this Agreement, the Property Insurance Policies and the respective Leases and Mortgage Loans and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.18, (i) the Property Manager shall service and administer each Lease (and each related Property) and each Mortgage Loan as to which no Servicing Transfer Event has occurred and each Corrected Unit, and (ii) the Special Servicer shall service and administer each Lease (and each related Property) and each Mortgage Loan as to which a Servicing Transfer Event has occurred and that is not a Corrected Unit or has not been released from the Lien of the related Mortgage in accordance with this Agreement and the other Transaction Documents; provided, however, that the Property Manager shall continue to collect information and prepare and deliver all reports to the Indenture Trustee and each Issuer required hereunder with respect to any Specially Managed Unit (and the related Mortgage or Leases), and further to render such incidental services with respect to any Specially Managed Unit as are specifically provided for herein. No direction, consent or approval or lack of direction, consent or approval of any Controlling Party or the Requisite Global Majority may (and the Special Servicer or the Property Manager will ignore and act without regard to any such advice or approval or lack of approval that the Special Servicer or the Property Manager has determined, in its reasonable, good faith judgment, would) (A) require or cause the Special Servicer or the Property Manager to violate applicable law, the Servicing Standard (unless STORE Capital is the Property Manager or Special Servicer, as applicable) or the terms of any Mortgage Loan or any Lease or (B) expand the scope of the Property Manager’s or Special Servicer’s responsibilities under this Agreement. In addition, neither the Property Manager nor the Special Servicer, acting in its individual capacity, shall take any action or omit to take any action as lessor of any Property or holder of any Mortgage Loan if such action or omission would materially and adversely affect the interests of the Noteholders or the Issuer Interests, or any Issuer. None of the Property Manager, the Special Servicer or the Back-Up Manager shall be liable to the Indenture Trustee, any Noteholder or any other Person for following any direction of a Controlling Party hereunder.

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(b)         Subject to Section 3.01(a), the Property Manager and the Special Servicer each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration in accordance with the Servicing Standard.  Without limiting the generality of the foregoing, each of the Property Manager and the Special Servicer, in its own name, with respect to each of the Properties, Leases and Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the applicable Issuer and the Indenture Trustee to execute and deliver, on behalf of each such Issuer and the Indenture Trustee: (i) any and all UCC Financing Statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Lease File or Loan File on the related Collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.16, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Lease File or Loan File, other than the Transaction Documents, (iii) subject to the Servicing Standard, all documents to be executed by the Indenture Trustee pursuant to the last sentence of the definition of Permitted Encumbrances and (iv) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments.  Subject to Section 3.08, each applicable Issuer and the Indenture Trustee shall, at the written request of a Servicing Officer of the Property Manager or the Special Servicer, execute and deliver to the Property Manager or the Special Servicer, as the case may be, any limited powers of attorney (substantially in the form of Exhibit D attached hereto) and other documents furnished by the Property Manager or the Special Servicer, as applicable, and necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided , however , that none of the Issuers, the Issuer Members or the Indenture Trustee shall be held liable for any misuse of any such power of attorney by the Property Manager or the Special Servicer and each of the Property Manager and the Special Servicer hereby agree to indemnify each Issuer, the Issuer Members and the Indenture Trustee against, and hold each Issuer, the Issuer Members and the Indenture Trustee harmless from, any cost, loss or liability arising from any misuse by of such power of attorney. Notwithstanding anything contained herein to the contrary, the Property Manager shall not, without the Indenture Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Indenture Trustee’s name without indicating the Indenture Trustee’s representative capacity or (ii) take any action with the intent to cause, and which actually does cause, the Indenture Trustee to be registered to do business in any state.

(c)         Promptly after any request therefor, the Property Manager shall provide to the Indenture Trustee: (i) the most recent inspection report prepared or obtained by the Property Manager or the Special Servicer in respect of each Property pursuant to Section 3.10(a); (ii) the most recent available operating statement and financial statements of the related Tenant or Borrower collected by the Property Manager or the Special Servicer pursuant to Section 3.10(d), together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Section 3.10(b); and (iii) any and all notices and reports with respect to any Property as to which environmental testing is contemplated by this Agreement or the other Transaction Documents.

(d)         The relationship of each of the Property Manager and the Special Servicer to each Issuer and the Indenture Trustee under this Agreement is intended by the parties to be and shall be that of an independent contractor and not that of a joint venturer, partner or agent.

Section 3.02            Collection of Monthly Lease Payments and Monthly Loan Payments; General Receipts Accounts; Lockbox Transfer Accounts; Collection Account;  Release Account.

(a)         Each of the Property Manager and the Special Servicer shall undertake reasonable efforts to collect all payments called for under the terms and provisions of the Leases and the Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as it would follow were it the owner of such Leases and Mortgage Loans. Consistent with the foregoing and the Servicing Standard, the Special Servicer or the Property Manager, as the case may be, may waive any Net Default Interest or late payment charge it is entitled to in connection with any delinquent payment on a Lease or Mortgage Loan it is obligated to service hereunder.

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(b)         The Property Manager shall establish and maintain, or cause to be established and maintained, one or more accounts (each, a “ General Receipts Account ”) with one or more banks (each, a “ General Receipts Account Bank ”). On or prior to the applicable Series Closing Date (or, if later, the date the related Lease or Mortgage Loan is first included in the Collateral Pool), the Property Manager shall instruct each Tenant and Borrower to make all payments into a General Receipts Account. Each General Receipts Account shall (i) be maintained at an institution that satisfies the institutional requirements of clauses (i) or (ii) of the definition of Eligible Account or (ii) is otherwise acceptable to the Rating Agencies (as evidenced by written confirmation from such Rating Agencies) and may be an account to which payments relating to other assets serviced or managed by the Property Manager are paid; provided , that such account shall be in the nature of a clearing account and STORE Capital or any successor thereto (except for successor Property Managers not affiliated with STORE Capital) shall not have access to, or control over, such account. Each of the Property Manager and the Special Servicer shall, on or prior to each Series Closing Date (or, if applicable, such other date of acquisition), as to those Leases and Mortgage Loans it is obligated to service hereunder, instruct the related Tenant or Borrower to make all Monthly Lease Payments and Monthly Loan Payments to a General Receipts Account. The Property Manager shall cause all amounts deposited into the General Receipts Account with respect to the Collateral to be transferred to the Collection Account or the Lockbox Transfer Account within one Business Day after such funds have been identified, cleared and become available in accordance with the polices of the General Receipts Account Bank.

(c)          The Property Manager may establish and maintain one or more segregated accounts in the name of the Property Manager on behalf of the Indenture Trustee, held for the benefit of the Noteholders (each, a “ Lockbox Transfer Account ”) with one or more banks (each, a “ Lockbox Transfer Account Bank ”).  Each Lockbox Transfer Account shall be an Eligible Account.  Each Lockbox Transfer Account shall be subject to an Account Control Agreement among the Property Manager, the Back-Up Manager, the Indenture Trustee and the applicable Lockbox Transfer Account Bank.  Except as expressly permitted herein, neither the Property Manager nor any Issuer will have any right of withdrawal from the Lockbox Transfer Account, and each of the Property Manager and the Back-Up Manager hereby covenants and agrees that it shall not withdraw, or direct any Person to withdraw, any funds from the Lockbox Transfer Account.

(d)          The Property Manager shall establish and maintain one segregated account in the name of the Issuers for the benefit of the Indenture Trustee on behalf of the Noteholders, for the collection of payments on and other amounts received in respect of the Leases, the Properties and the Mortgage Loans (collectively, the “ Collection Account ”), which shall be established in such manner and with the type of depository institution (the “ Collection Account Bank ”) specified in this Agreement.  Initially, the Collection Account Bank shall be Citibank, N.A. The Collection Account shall be an Eligible Account.  If the Collection Account Bank is not the same depository institution as the Indenture Trustee, then the Collection Account will be subject to an Account Control Agreement in form and substance reasonably satisfactory to the Indenture Trustee pursuant to which the Collection Account Bank agrees to follow the instructions of the Indenture Trustee with respect to the Collection Account and the amounts on deposit therein.  Subject to Section 3.04, neither the Property Manager nor any Issuer will have any right of withdrawal from the Collection Account, and the Property Manager hereby covenants and agrees that it shall not withdraw, or direct any Person to withdraw, any funds from the Collection Account.  The Collection Account shall be maintained by the Indenture Trustee as a segregated account, separate and apart from trust funds created for trust certificates or bonds of other series serviced and the other accounts of the Property Manager.

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(e)          The Property Manager shall deposit or cause to be deposited in the Collection Account, on each Business Day and within two (2) Business Days after receipt, the following payments and collections received or made by or on behalf of the Property Manager on or after the later of the related Series Closing Date and the applicable Transfer Date (other than payments due before the applicable Transfer Date) or, in the case of collections and payments to the General Receipts Account, on each Business Day, the Property Manager shall instruct each General Receipts Account Bank to transfer the following payments and collections deposited in the General Receipts Account prior to the end of such Business Day (A) to the Lockbox Transfer Account and, within one Business Day thereafter from the Lockbox Transfer Account into the Collection Account or (B) directly into the Collection Account, in each case, immediately after such funds have been identified, cleared and become available in accordance with the policies of the General Receipts Account Bank:

(i)            all payments on account of Monthly Lease Payments and Monthly Loan Payments;

(ii)          all payments of other amounts payable by the Tenants on the Leases and Borrowers on the Mortgage Loans, except for escrows and impounds and including without limitation amounts in respect of Additional Servicing Compensation pursuant to Section 3.09;

(iii)         all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Property, Lease or Mortgage Loan other than (A) proceeds applied to the restoration of property or released to the related Tenant or Borrower in accordance with this Agreement, or (B) proceeds deposited into the Release Account in accordance with this Agreement because such amounts were greater than or equal to the Collateral Value of the related Property or Mortgage Loan;

(iv)        the Release Price from the release of any Property to the extent not deposited into the Release Account; and the Release Price from the release of any Property transferred from the Release Account to the Collection Account pursuant to this Agreement and all proceeds representing earnings on investments in the Release Account (including interest on any Permitted Investments) made with such proceeds;

(v)          any amounts required to be deposited by the Property Manager or the Special Servicer in the Collection Account in connection with losses resulting from a deductible clause in a blanket hazard insurance policy;

(vi)         any amounts paid by any party to indemnify the Issuers, the Issuer Members, the Indenture Trustee, the Property Manager, Back-Up Manager or the Special Servicer pursuant to any provision of this Agreement or the Indenture;

(vii)        any amounts received on account of payments under the guaranties provided by related Lease Guarantors or Loan Guarantor; and

(viii)       any other amounts required to be so deposited under this Agreement.

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Upon receipt of any of the amounts described in clauses (i) through (iii) above with respect to any Specially Managed Unit, the Special Servicer shall promptly but in no event later than the second Business Day after receipt remit such amounts to the Property Manager for deposit into the Collection Account in accordance with the third preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other reasonably appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Property Manager and shall deliver promptly, but in no event later than one Business Day after receipt, any such check to the Property Manager by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other reasonably appropriate reason.

(f)         The Property Manager shall establish and maintain at a bank designated by the Indenture Trustee a Release Account.  The Release Account shall be an Eligible Account.  The funds held in the Release Account may be held as cash or invested in Permitted Investments in accordance with the provisions of Section 3.05(a).  The Release Account and the amounts on deposit therein will be pledged to the Indenture Trustee under the Indenture.  The Property Manager will deposit or cause to be deposited in the Release Account, on the date of receipt, (i) the Release Price from the sale of any Released Property or Released Loan (other than any Series Collateral Release Price (except for any excess proceeds as described in the following sentence) or Relinquished Property Proceeds deposited into the Exchange Account pursuant to Section 7.10 herein and the Master Exchange Agreement) and (ii) provided that such amounts are greater than or equal to the Collateral Value of the related Property or Mortgage Loan, Condemnation Proceeds, Insurance Proceeds and proceeds of an Insured Casualty.  For the avoidance of doubt, any Series Collateral Release Price received will be deposited into the Collection Account in accordance with the Indenture, and any excess proceeds remaining after prepaying the applicable Series of Notes in connection with a Series Collateral Release will be remitted to the Release Account as a Release Price.  Pursuant to the Escrow Agreement, Relinquished Property Proceeds in the Exchange Account may be transferred to the Release Account following the occurrence of certain events specified therein and, in accordance with Section 3.05(b), such Relinquished Property Proceeds may be used to acquire a Qualified Substitute Property.

Section 3.03            Advances.

(a)         Each of the Property Manager and the Special Servicer shall, as to those Properties and Mortgage Loans it is obligated to service hereunder, maintain accurate records with respect to each Property and Mortgage Loan reflecting the status of real estate taxes, ground rents, assessments and other similar items that are or may become a lien thereon, and Ground Lease renewals and the status of insurance premiums payable in respect thereof that, in each case, the related Tenant or Borrower is contractually or legally obligated to pay under the terms of the applicable Lease or Mortgage Loan, and, subject to Section 3.03(c) below, the Property Manager shall effect payment thereof, as an Advance or otherwise as payment of an Emergency Property Expense from funds on deposit in the Collection Account, as described below, if not paid by such Tenant or Borrower prior to the applicable penalty or termination date, promptly after the Property Manager or Special Servicer, as applicable, receives actual notice from any source of such nonpayment by such Tenant or Borrower. For purposes of effecting any such payment for which it is responsible, the Property Manager or the Special Servicer, as the case may be, shall apply Escrow Payments as allowed under the terms of the related Lease or Mortgage Loan or, if such Lease or Mortgage Loan does not require the related Tenant or Borrower to escrow for the payment of real estate taxes, assessments and insurance premiums, each of the Property Manager and the Special Servicer shall, as to those Leases and Mortgage Loans it is obligated to service hereunder, enforce the requirement of the related Lease and Mortgage Loan that such Tenant or Borrower make payments in respect of such items at the time they first become due.

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(b)          In the event that (i) a Monthly Lease Payment, or any portion thereof, on any Lease, or a Monthly Loan Payment, or any portion thereof, on any Mortgage Loan, has not been made on the related Due Date or (ii) the Notes of any Series are not paid in full on the related Rated Final Payment Date or (iii) any Property has become untenanted, then the Property Manager, subject to its determination that such amounts are not Nonrecoverable Advances, will be obligated to make a P&I Advance; provided, that the Property Manager will not be required to make any advance to cover (A) any resulting shortfall in the scheduled payment of principal on any Class of Notes on or after the Anticipated Repayment Date, (B) the Make Whole Amount, (C) Post-ARD Additional Interest, or (D) Deferred Post-ARD Additional Interest. The Property Manager will be required to deposit such P&I Advance into the Payment Account not later than 11:00 a.m. New York time on the Remittance Date, in an amount equal to the excess of (x) the scheduled monthly amount required to be paid with respect to principal and interest on the Notes on the related Payment Date, over (y) the amount on deposit in the Payment Account prior to such deposit by the Property Manager, taking into account all amounts on deposit in the Collection Account that are required to be transferred to the Payment Account for such Payment Date. If a late payment of a Monthly Lease Payment is received on or prior to the Remittance Date, the Property Manager shall immediately set-off such late payment against such P&I Advance, and no interest shall be payable on such P&I Advance unless such late payment shall have been received too late on the date of its receipt for the Property Manager to invest such funds. On or before 5:00 p.m. New York time on the Remittance Date in the event that that the full amount of any P&I Advance required to be made by the Property Manager has not been so made, the Indenture Trustee shall provide notice of such failure to a Servicing Officer of the Property Manager and the Back-Up Manager. The Back-Up Manager, as successor Property Manager, will be required to make any required P&I Advance by 11:00 a.m. New York City time on the related Payment Date to the extent that any P&I Advance required to be made by the Property Manager pursuant to the immediately preceding sentence is not made and the Back-Up Manager, as successor Property Manager, receives notice thereof, subject to the Back-Up Manager’s sole discretion exercised in good faith and in accordance with Section 3.03(g) below, that the P&I Advance will not be a Nonrecoverable Advance. If the Property Manager (including the Back-Up Property Manager, as successor Property Manager) fails to make such Advance, the Indenture Trustee will be required to make any required P&I Advance by 3:00 p.m. New York City time on the related Payment Date to the extent that any P&I Advance required to be made by the Property Manager pursuant to the immediately preceding sentence is not made and the Indenture Trustee receives notice thereof, subject to the Indenture Trustee’s sole discretion exercised in good faith, that the P&I Advance will ultimately be recoverable from subsequent payments or collections on or in respect of Mortgage Loans, Leases or the Properties.

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(c)          In accordance with the Servicing Standard, the Property Manager shall advance with respect to each Property any and all Property Protection Advances; provided that the particular advance would not, if made, constitute a Nonrecoverable Advance and a prudent property manager would make such advance. The Property Manager shall not have any obligation under this Section 3.03(c) to advance any funds in respect of real estate taxes or premiums on Insurance Policies that the related Tenant or Borrower or the applicable Issuer is not contractually or legally obligated to pay, nor to monitor the timely payment of real estate taxes and insurance premiums the payment of which is the responsibility of a person other than such Tenant, Borrower or Issuer, unless it has actual knowledge of the non-payment of such items and would otherwise make such advance in accordance with the Servicing Standard. The Back-Up manager, as successor Property Manager, will be required to make any required Property Protection Advance to the extent that any Property Protection Advance required to be made by the Property Manager pursuant to the immediately preceding sentence is not made and the Back-Up Manager, as successor Property Manager, receives notice thereof, subject to the Back-Up Manager’s sole discretion exercised in good faith, that the Property Protection Advance will not be a Nonrecoverable Advance. The Indenture Trustee will be required to make any required Property Protection Advance to the extent that any Property Protection Advance required to be made by the Property Manager (or the Back-Up Manager, as successor Property Manager) pursuant to the immediately preceding sentence is not made and the Indenture Trustee receives notice thereof, subject to the Indenture Trustee’s sole discretion exercised in good faith, that the Property Protection Advance will ultimately be recoverable from subsequent payments or collections on or in respect of Leases, Properties or Mortgage Loans.

(d)          All Advances, together with Advance Interest thereon, shall be reimbursable in the first instance from collections from the related Leases, Properties and Mortgage Loans and further as provided in Section 2.11(b) of the Indenture.

(e)         If, prior to making any Property Protection Advance, the Property Manager shall have determined, in accordance with the Servicing Standard, (i) that such Property Protection Advance, if made, would constitute a Nonrecoverable Advance, and (ii) that the payment of such cost, expense or other amount for which a Property Protection Advance might be made is nonetheless in the best interest of the Noteholders, the Property Manager shall, in accordance with the Servicing Standard, withdraw funds from the Collection Account and use such funds in order to pay such costs, expenses and other amounts (collectively, “ Emergency Property Expenses ”) to the extent necessary to preserve the security interest in, and value of, any Property or Mortgage Loan, as applicable. Any such funds withdrawn from the Collection Account to pay Emergency Property Expenses shall not constitute part of the Available Amount on any Payment Date.

(f)            The determination by the Property Manager (or the Back-Up Manager as successor Property Manager) that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be in accordance with (i) with respect to Property Protection Advances, the Servicing Standard and (ii) with respect to P&I Advances, Section 3.03(g) below, and, in each case, shall be evidenced by an Officer’s Certificate delivered promptly to each Issuer and to the Indenture Trustee setting forth the basis for such determination. The determination by the Indenture Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be made in good faith. The Indenture Trustee may conclusively rely on any determination by the Property Manager that an Advance, if made, would be a Nonrecoverable Advance.

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(g)          In making a nonrecoverability determination with respect to any P&I Advance, the Property Manager (including the Back-Up Manager as successor Property Manager) and the Special Servicer may only consider the obligations of the Issuers under the terms of the Transaction Documents as they may have been modified, the related Collateral in its “as is” or then current conditions and the timing and availability of anticipated cash flows as modified by such party’s assumptions regarding the possibility and effect of future adverse changes, together with such other factors, including but not limited to an estimate of future expenses, timing of recovery, the inherent risk of a protracted period to complete liquidation or the potential inability to liquidate Collateral as a result of intervening creditor claims or of a bankruptcy proceeding affecting any Issuer and the effect thereof on the existence, validity and priority of any security interest encumbering the Collateral, the direct and indirect equity interests in the Issuers, available cash on deposit in the Collection Account, the future allocations and disbursements of cash on deposit in the Collection Account, and the net proceeds derived from any of the foregoing. For the avoidance of doubt, none of the Property Manager, the Back-Up Manager or the Special Servicer, as applicable, shall take into account amounts on deposit in the Post-Closing Acquisition Reserve Account in making any nonrecoverability determination with respect to any P&I Advance.

Section 3.04            Withdrawals From the Collection Account, Release Account and Liquidity Reserve Account.

(a)          The applicable Account Control Agreement shall provide that on each Remittance Date the Collection Account Bank shall deliver the Available Amount by wire transfer of immediately available funds for deposit into the Payment Account for application by the Indenture Trustee to make payments in accordance with the priorities set forth pursuant to Section 2.11(b) of the Indenture.  On or prior to each Remittance Date, the Property Manager may withdraw funds from the Collection Account to pay the Property Management Fee, Back-Up Fee, Workout Fees, Liquidation Fees, Additional Servicing Compensation, any applicable Special Servicing Fee due and payable to the Property Manager, Back-Up Manager and Special Servicer, and to pay any Emergency Property Expenses (pursuant to Section 3.03(e)) and Advances (including Nonrecoverable Advances) plus interest thereon (including to reimburse the Indenture Trustee therefor); provided , however, that no other amounts may be withdrawn from the Collection Account by the Property Manager, except as otherwise provided in this Agreement.  Funds withdrawn by the Property Manager for the payment of the Property Management Fee, Back-Up Fee, Workout Fees, Liquidation Fees, Additional Servicing Compensation, any reimbursements of Advances (including Nonrecoverable Advances) plus interest thereon, and any applicable Special Servicing Fee shall not constitute part of the Available Amount on any Payment Date.

(b)          In addition, on any Payment Date after the Triple A Notes have been repaid in full, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts held in the Liquidity Reserve Account to or at the direction of the Issuers in accordance with the terms of the Indenture.  Pursuant to the Indenture, upon such direction of the Property Manager, the Indenture Trustee shall release any and all amounts held in the Liquidity Reserve Account free and clear of the lien of the Indenture, and such funds shall no longer constitute Collateral.

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Section 3.05            Investment of Funds in the Collection Account, the Release Account, the Exchange Reserve Account and the Liquidity Reserve Account.

(a)            The Property Manager shall direct the Collection Account Bank to invest the funds held in the Collection Account in one or more Permitted Investments selected by such Issuer bearing interest or sold at a discount, and maturing, unless payable on demand, not later than the Business Day immediately preceding the next succeeding Remittance Date, which may be in the form of a standing direction.  The Property Manager may direct any institution maintaining the Exchange Reserve Account to invest the funds held therein in one or more specific Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, prior to the Payment Date following the date of such direction, which may be in the form of a standing direction; provided , that such Permitted Investment must have (i) a short-term rating of not less than “A-2” by S&P and (ii) a maturity date prior to the Payment Date following the date of such direction.  The Property Manager may direct any institution maintaining the Release Account to invest the funds held therein in one or more specific Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, not later than the Business Day immediately preceding the day such amounts are required to be distributed pursuant to this Agreement, which may be in the form of a standing direction.  All such Permitted Investments in the Collection Account and the Release Account shall be held to maturity, unless payable on demand.  Any investment of funds in the Collection Account and the Release Account shall be made in the name of the applicable Issuer for the benefit of the Indenture Trustee (in its capacity as such).  The Property Manager may direct the Indenture Trustee to invest the funds held in the Liquidity Reserve Account in one or more Permitted Investments pursuant to the terms of the Indenture.  The Property Manager shall promptly deliver to the Indenture Trustee, and the Indenture Trustee shall maintain continuous possession of, any Permitted Investment that is either (i) a “certificated security,” as such term is defined in the Uniform Commercial Code, or (ii) other property in which a secured party may perfect its security interest by possession under the Uniform Commercial Code or any other applicable law.  All such Permitted Investments in the Collection Account, the Liquidity Reserve Account, the Release Account and the Exchange Reserve Account shall be held to maturity, unless payable on demand.  Any investment of funds in the Collection Account, the Liquidity Reserve Account, the Release Account and the Exchange Reserve Account shall be made in the name of the applicable Issuer for the benefit of the Indenture Trustee (in its capacity as such).  If amounts on deposit in the Collection Account, the Release Account, the Liquidity Reserve Account or the Exchange Account are at any time invested in a Permitted Investment payable on demand, the Property Manager shall:

(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(y) demand payment of all amounts due thereunder promptly upon determination by the Property Manager that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Collection Account or the Release Account, as applicable.

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(b)          In the event that (i) any Issuer elects to release a Property or Mortgage Loan from the Collateral Pool under Section 2.03, Section 7.02 or Section 7.04, (ii) Relinquished Property Proceeds are transferred from the Exchange Account to the Release Account in accordance with the terms of the Master Exchange Agreement and the Escrow Agreement or (iii) amounts in connection with a Series Collateral Release are deposited into the Release Account pursuant to Section 7.11(c) and the Indenture amounts deposited in the Release Account shall be applied by the Property Manager (or the Indenture Trustee based solely on the instructions of the Property Manager if the Property Manager is STORE Capital), first , to reimburse the Property Manager, the Special Servicer, the Back-Up Manager and the Indenture Trustee any amounts owed with respect to unreimbursed Extraordinary Expenses and Advances (plus Advance Interest) thereon and Emergency Property Expenses related to such Mortgage Loan, Lease or Property and to pay the expenses related to such release and, second , either to (i) allow any Issuer to acquire a Qualified Substitute Loan, Qualified Substitute Hybrid Lease or Qualified Substitute Property within twelve (12) months following the removal of the related Released Property or Released Loan or (ii) at the option of the Property Manager, be deposited as Unscheduled Proceeds into the Collection Account. Any amounts remaining in the Release Account following the twelve (12) month period from the related release shall be transferred as Unscheduled Proceeds into the Collection Account. Notwithstanding the foregoing, during an Early Amortization Period, other than any portion of the Future Funding Deposit (as defined in the Indenture) remaining on deposit in the Release Account, all amounts in the Release Account shall be deposited as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period.

(c)          Whether or not the Property Manager directs the investment of funds in the Collection Account, the Release Account, the Liquidity Reserve Account, or the Exchange Reserve Account, (i) interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for the Collection Account, the Release Account or the Exchange Reserve Account for each Collection Period, shall be added to the Available Amount for such Collection Period and (ii) interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for the Liquidity Reserve Account shall remain on deposit therein until released in accordance with the Indenture.

(d)          Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

(e)          Notwithstanding the investment of funds held in the Collection Account, the Release Account or the Exchange Reserve Account, for purposes of the calculations hereunder, including the calculation of the Available Amount, the amounts so invested shall be deemed to remain on deposit in the Collection Account, the Release Account or the Exchange Reserve Account, as applicable.

(f)          Any actual losses sustained on the liquidation of a Permitted Investment in the Collection Account or the Release Account shall be deposited by the applicable Issuer immediately, but in no event later than one Business Day following such liquidation, into the Collection Account or the Release Account, as applicable.

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Section 3.06            Maintenance of Insurance Policies: Errors and Omissions and Fidelity Coverage.

(a)          The Property Manager (other than with respect to Specially Managed Units) and the Special Servicer (with respect to Specially Managed Units) shall use reasonable efforts in accordance with the Servicing Standard to cause the related Tenant or Borrower to maintain for each Property all insurance coverage as is required under the terms of the related Lease or Mortgage Loan, as applicable (including for the avoidance of doubt, any Environmental Policy); provided , that if and to the extent that any such Lease or Mortgage Loan permits the lessor thereunder any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related Tenant or Borrower is required to maintain, the Property Manager or the Special Servicer, as the case may be, shall exercise such discretion in a manner consistent with the Servicing Standard, with a view towards requiring insurance comparable to that required under other similar leases or mortgage loans with express provisions governing such matters; and provided , further , that, if and to the extent that a Lease or Mortgage Loan so permits, the related Tenant or Borrower shall be required to obtain the required insurance coverage from Qualified Insurers that have a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide. If such Tenant or Borrower does not maintain the required insurance or, with respect to any Environmental Policy in place as of the related Series Closing Date or Transfer Date, the Property Manager will itself cause such insurance to be maintained with Qualified Insurers; provided , that the Property Manager shall not be required to maintain such insurance if the Indenture Trustee (as mortgagee of record on behalf of the Noteholders) does not have an insurable interest or the Property Manager has determined (in its reasonable judgment in accordance with the Servicing Standard) that either (i) such insurance is not available at a commercially reasonable rate and the subject hazards are at the time not commonly insured against by prudent owners of properties similar to the Property located in or around the region in which such Property is located or (ii) such insurance is not available at any rate. The Special Servicer shall also use reasonable efforts to cause to be maintained for each REO Property no less property insurance coverage than was previously required of the Tenant or Borrower under the related Mortgage or Lease and at a minimum, (i) hazard insurance with a replacement cost rider and (ii) comprehensive general liability insurance, in each case, in an amount customary for the type and geographic location of such REO Property and consistent with the Servicing Standard; provided , that all such insurance shall be obtained from Qualified Insurers that, if they are providing casualty insurance, shall have a claims-paying ability rated at least “A-:VIII” by A.M. Best’s Key Rating Guide. The cost of any such insurance coverage obtained by either the Property Manager or the Special Servicer shall be a Property Protection Advance to be paid by the Property Manager. All such insurance policies shall contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Property Manager, as agent of and for the account of the applicable Issuer and the Indenture Trustee, and shall be issued by an insurer authorized under applicable law to issue such insurance. Any amounts collected by the Property Manager or the Special Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Property or amounts to be released to the related Tenant, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 2.11 of the Indenture.

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(b)          The Property Manager or Special Servicer may satisfy its obligations under Section 3.06(a) by obtaining, maintaining or causing to be maintained a blanket or forced place insurance policy. If applicable, the Property Manager or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained on behalf of each applicable Issuer, a master forced place insurance policy or a blanket policy (or an endorsement to an existing policy) insuring against hazard losses (not otherwise insured by a Tenant or Borrower due to a default by such Tenant or Borrower under the insurance covenants of its Lease or Mortgage Loan or because a Tenant or Borrower permitted to self-insure fails to pay for casualty losses) on the applicable Properties that it is required to service and administer, which policy shall (i) be obtained from a Qualified Insurer having a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, and (ii) provide protection equivalent to the individual policies otherwise required under Section 3.06(a) . The Property Manager and the Special Servicer shall bear the cost of any premium payable in respect of any such blanket policy (other than blanket policies specifically obtained for Properties or REO Properties) without right of reimbursement; provided , that if the Property Manager or the Special Servicer, as the case may be, causes any Property or REO Property to be covered by such blanket policy, the incremental costs of such insurance applicable to such Property or REO Property shall constitute, and be reimbursable as, a Property Protection Advance to the extent that, except with respect to an REO Property, such blanket policy provides insurance that the related Tenant or Borrower, as applicable, has failed to maintain. If the Property Manager or Special Servicer, as applicable, causes any Property or REO Property to be covered by a force-placed insurance policy, the incremental costs of such insurance applicable to such Property or REO Property ( i.e. , other than any minimum or standby premium payable for such policy whether or not any Property or REO Property is covered thereby) shall be paid as a Property Protection Advance. Such policy may contain a deductible clause (not in excess of a customary amount) in which case the Property Manager or the Special Servicer, as appropriate, shall, if there shall not have been maintained on the related Property or REO Property a hazard insurance policy complying with the requirements of Section 3.06(a) and there shall have been one or more losses that would have been covered by such policy, promptly deposit into the Collection Account from its own funds the amount not otherwise payable under the blanket policy in connection with such loss or losses because of such deductible clause. The Property Manager or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Indenture Trustee and the applicable Issuer, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Any payments on such policy shall be made to the Property Manager as agent of and for the account of the applicable Issuer, the Noteholders and the Indenture Trustee.

(c)          Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) keep in force with a Qualified Insurer having a claims paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a fidelity bond in such form and amount as would not adversely affect any rating assigned by any Rating Agency to the Notes (as evidenced in writing from each Rating Agency). Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written notice to each Issuer.

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Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) also keep in force with a Qualified Insurer having a claims-paying ability rated at least “A: VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers, employees and agents in connection with its servicing obligations hereunder, which policy or policies shall name the Indenture Trustee as an additional insured and shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency to the Notes (as evidenced in writing from each Rating Agency). Each of the Property Manager and the Special Servicer shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten (10) days’ prior written notice to each Issuer.

The Back-Up Manager (whether as Back-Up Manager, Property Manager or Special Servicer) shall at all times during the term of this Agreement maintain insurance in conformity with market requirements and shall keep in force with a Qualified Insurer having a claims paying ability rated by at least one of the following Rating Agencies of at least (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch or (d) “A:X” by A.M. Best Company, Inc., (i) a fidelity bond (employee dishonesty insurance) in such form and amount as is consistent with the Servicing Standard, and (ii) a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as is consistent with the Servicing Standard. The Back-Up Manager shall cause any awards or other amounts payable under such policy or policies that result from the errors or omissions of its officers and employees in connection with its servicing obligations hereunder to be promptly remitted to the Indenture Trustee for application in accordance with the Indenture. The Back-Up Manager shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond and/or errors and omissions coverage and, by the terms of such fidelity bond and/or errors and omissions policy, the coverage afforded thereunder extends to the Property Manager or the Special Servicer, as the case may be.

Each of the Property Manager and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement in which Specially Managed Units exist as part of the Collateral) also, on behalf of each Issuer, keep in force with a Qualified Insurer having a claims-paying ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at least “A” by S&P, a lessor’s general liability insurance policy or policies, which policy or policies shall be in such form and amount as would not adversely affect any rating assigned by any Rating Agency to the Notes without giving effect to any Insurance Policy (as evidenced in writing from each Rating Agency). Any such general liability insurance policy shall provide that it may not be canceled without ten (10) days’ prior written notice to each Issuer and the Indenture Trustee. Any payments on such policy shall be made to the Property Manager as agent of and for the account of any applicable Issuer and the Indenture Trustee.

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If the Property Manager (or its corporate parent), the Special Servicer (or its corporate parent) or the Back-Up Manager (or its corporate parent), as applicable, are rated not lower than “A” by S&P, the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, may self-insure with respect to any insurance coverage or fidelity bond coverage required hereunder, in which case it shall not be required to maintain an insurance policy with respect to such coverage; provided , that STORE Capital may not self-insure with respect to any such insurance coverage or fidelity bond.

Section 3.07            DSCR Reserve Account.

On each Payment Date occurring during any DSCR Sweep Period, the Indenture Trustee shall deposit funds into the DSCR Reserve Account in accordance with Section 2.11(b) and 2.18 of the Indenture. The DSCR Reserve Account shall be an Eligible Account. The Property Manager shall deliver to the Indenture Trustee a calculation of the Monthly DSCR on or before each Remittance Date. The Issuers grant to the Indenture Trustee a first-priority perfected security interest in the DSCR Reserve Account and any and all monies now or hereafter deposited in the DSCR Reserve Account as additional security for payment of the Notes. Until disbursed or applied in accordance herewith, the DSCR Reserve Account shall constitute additional security for the Notes. Upon the occurrence of an Event of Default, the Indenture Trustee may, in addition to any and all other rights and remedies available to the Indenture Trustee, apply any sums then present in the DSCR Reserve Account to the payment of the Notes in such order and priority as set forth in the Indenture.

Section 3.08            Issuers, Custodian and Indenture Trustee to Cooperate; Release of Lease Files and Loan Files.

(a)            If from time to time, and as appropriate for servicing of any Mortgage Loan, Lease, assumption of a Lease, modification of a Lease or the re-lease or sale of any Property, the Property Manager or the Special Servicer shall otherwise require the use of any Lease File or Loan File, as applicable (or any portion thereof), the Custodian, upon written request of the Property Manager and receipt from the Property Manager of a Request for Release in the form of Exhibit B-l attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit B-2 attached hereto, shall release such Lease File or Loan File, as applicable (or portion thereof) to the Property Manager or the Special Servicer, as the case may be. Upon return of such Lease File or Loan File, as applicable (or portion thereof) to the Custodian, or upon the Special Servicer’s delivery to the Indenture Trustee of an Officer’s Certificate stating that (i) such Lease has become a Liquidated Lease or such Mortgage Loan has been liquidated and all amounts received or to be received in connection with such Lease are required to be deposited into the Collection Account pursuant to Section 3.02(a) have been or will be so deposited or (ii) such Property or Mortgage Loan has been sold, a copy of the Request for Release shall be released by the Custodian to the Property Manager or the Special Servicer, as applicable.

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(b)          Within seven (7) Business Days of the Special Servicer’s request therefor (or, if the Special Servicer notifies each Issuer and the Indenture Trustee of an exigency, within such shorter period as is reasonable under the circumstances), each of the applicable Issuer and the Indenture Trustee shall execute and deliver to the Special Servicer, in the reasonable form supplied to such Issuer and the Indenture Trustee by the Special Servicer, any court pleadings, leases, sale documents or other documents reasonably necessary to the re-lease, foreclosure or sale in respect of any Mortgage Loan or Property or to any legal action brought to obtain judgment against any Tenant or Borrower on the related Lease or Mortgage Loan or to obtain a judgment against an Tenant or Borrower, or to enforce any other remedies or rights provided by the Lease or Mortgage Loan or otherwise available at law or in equity or to defend any legal action or counterclaim filed against such Issuer, the Property Manager or the Special Servicer; provided that each of such Issuer and the Indenture Trustee may alternatively execute and deliver to the Special Servicer, in the form supplied to such Issuer and the Indenture Trustee by the Special Servicer, a limited power of attorney substantially in the form of Exhibit D issued in favor of the Special Servicer and empowering the Special Servicer to execute and deliver any or all of such pleadings or documents on behalf of such Issuer or the Indenture Trustee, as the case may be, provided , however , that neither the applicable Issuer nor the Indenture Trustee shall be held liable for any misuse of such power of attorney by the Special Servicer and the Special Servicer hereby agrees to indemnify such Issuer and the Indenture Trustee against, and hold such Issuer and the Indenture Trustee harmless from, any loss or liability arising from any misuse of such power of attorney. Notwithstanding anything to the contrary, the Special Servicer shall not, without the Indenture Trustee’s written consent (i) initiate any action, suit or proceeding solely under the Indenture Trustee’s name without indicating its representative capacity or (ii) take any action with the primary purpose of causing, and which actually does cause, the Indenture Trustee to be registered to do business in any state. Together with such pleadings or documents (or such power of attorney empowering the Special Servicer to execute the same on behalf of such Issuer and the Indenture Trustee), the Special Servicer shall deliver to each of such Issuer and the Indenture Trustee an Officer’s Certificate requesting that such pleadings or documents (or such power of attorney empowering the Special Servicer to execute the same on behalf of such Issuer or the Indenture Trustee, as the case may be) be executed by such Issuer or the Indenture Trustee and certifying as to the reason such pleadings or documents are required.

Section 3.09            Servicing Compensation: Interest on Advances.

(a)          As compensation for its activities hereunder, the Property Manager shall be entitled to receive the Property Management Fee with respect to each Property and Mortgage Loan included in the Collateral Pool (excluding the Specially Managed Units, if any). The Property Management Fee with respect to any Property and Mortgage Loan shall cease to accrue if the Property or Mortgage Loan becomes a Specially Managed Unit.  The right to receive the Property Management Fee may not be transferred in whole or in part except in connection with the transfer of all of the Property Manager’s responsibilities and obligations under this Agreement. Earned but unpaid Property Management fees shall be distributable monthly on the Payment Date by the Indenture Trustee from the Available Amount pursuant to Section 2.11(b) of the Indenture.

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(b)          On each Payment Date, the Property Manager shall be entitled to receive, and the Indenture Trustee shall distribute to the Property Manager from the Payment Account, all transaction, returned check, assumption, modification and similar fees and late payment charges received with respect to Mortgage Loans and Properties that are not Specially Managed Units. The Property Manager will also be entitled to any Default Interest collected on a Lease or Mortgage Loan, but only to the extent that (i) such Default Interest is allocable to the period (not to exceed 60 days) when the related Property or Mortgage Loan did not constitute a Specially Managed Unit and (ii) such Default Interest is not allocable to cover interest payable to the Property Manager or the Indenture Trustee with respect to any Advances made in respect of the related Property or Mortgage Loan.

(c)            As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Managed Unit. The Special Servicing Fee with respect to any Specially Managed Unit shall cease to accrue if (i) the related Property or Mortgage Loan is sold or otherwise released from the lien of the related Mortgage, or (ii) such Specially Managed Unit becomes a Corrected Unit. Earned but unpaid Special Servicing Fees shall be distributable monthly on the Payment Date by the Indenture Trustee out of general collections on the Leases, Mortgage Loans and the Properties on deposit in the Payment Account pursuant to Section 2.11(b) of the Indenture.

The Special Servicer’s right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.

(d)          On each Payment Date, the Special Servicer shall be entitled to receive, and the Indenture Trustee shall distribute to the Special Servicer from the Payment Account, all returned check, assumption, modification and similar fees and late payment charges received on or with respect to the Specially Managed Units as Special Servicer Additional Servicing Compensation out of funds available for such purpose pursuant to Section 2.11(b) of the Indenture.

(e)         The Property Manager, Back-Up Manager and the Special Servicer shall each be required to pay all ordinary expenses incurred by it in connection with its servicing activities under this Agreement, including fees of any subservicers retained by it; provided, however, that if KeyBank is the Back-Up Manager and assumes the role of Property Manager or Special Servicer hereunder, in accordance with the Servicing Standard and the terms of this Agreement it shall be permitted to engage third party valuation experts and other consultants to conduct appraisals at the cost of the Issuers. As and to the extent permitted by Section 2.11(b) of the Indenture, the Property Manager and the Indenture Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on the amount of each Advance and unreimbursed Extraordinary Expenses made by it for so long as such Advance is outstanding.

(f)            As compensation for its activities hereunder, the Back-Up Manager shall be entitled to receive the monthly Back-Up Fee with respect to each Property and Mortgage Loan included in the Collateral Pool. The right to receive the monthly Back-Up Fee may not be transferred in whole or in part except in connection with the transfer of all of the Back-Up Manager’s responsibilities and obligations under this Agreement. Earned but unpaid Back-Up Fees shall be payable monthly pursuant to Section 2.11(b) of the Indenture.

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Section 3.10            Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.

(a)            The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.

(b)          If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.

(c)            The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.

(d)          The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.

Section 3.11            Quarterly Statement as to Compliance.

Each of the Property Manager and the Special Servicer shall deliver to the Issuers, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, within 60 days after the end of the first three calendar quarters of each year and within 120 days after the end of the fiscal year, an Officer’s Certificate stating, as to each signer thereof, that (i) a review of the activities of the Property Manager and the Special Servicer throughout the preceding calendar quarter, and of its performance under this Agreement, has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Property Manager or the Special Servicer, as the case may be, complied in all material respects throughout such period with the minimum servicing standards in this Agreement and fulfilled in all material respects throughout such period its obligations under this Agreement or, if there was noncompliance with such standards or a default in the fulfillment of any such obligation in any material respect, such Officer’s Certificate shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof.

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Section 3.12            Reports by Independent Public Accountants.

On or before April 30 of each year, beginning April 30, 2019, each of the Property Manager and the Special Servicer, at its expense, shall cause an independent, registered public accounting firm (which may also render other services to the Property Manager or the Special Servicer, as the case may be) to furnish to each Issuer and the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager a report containing such firm’s opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertion made pursuant to Section 3.11 regarding compliance by the Property Manager or the Special Servicer, as the case may be, with the minimum servicing standards identified in the Uniform Single Attestation for Mortgage Bankers (to the extent applicable to commercial properties) during the preceding fiscal year is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such institute’s standards require it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of leases and mortgage loans by Sub-Managers, upon comparable reports for examinations conducted substantially in accordance with such institute’s standards (rendered within one year of such report) of independent public accountants with respect to the related Sub-Managers.

Section 3.13            Access to Certain Information; Delivery of Certain Information.

Each of the Property Manager and the Special Servicer shall afford to the other, to the Issuers, the Indenture Trustee and the Rating Agencies and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder or holder of Issuer Interests, reasonable access to any documentation regarding the Leases, Mortgage Loans and Properties and its servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of an Issuer, the Noteholders or the holders of Issuer Interests. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Property Manager or the Special Servicer, as the case may be, designated by it.

The Property Manager or the Special Servicer shall notify the Indenture Trustee and the Back-Up Manager of any Property whose Tenant has ceased to exercise its business activity on such Property within 30 days of becoming aware of such a circumstance.

Section 3.14            Management of REO Properties and Properties Relating to Defaulted Assets.

(a)            At any time that a Property is not subject to a Mortgage Loan or a Lease or is subject to a Mortgage Loan or a Lease that is a Defaulted Asset or with respect to an REO Property, the Special Servicer’s decision as to how such Property or REO Property shall be managed and operated shall be based on the good faith and reasonable judgment of the Special Servicer as to the best interest of the applicable Issuer and the Noteholders by maximizing (to the extent commercially feasible) the net after-tax revenues received by the applicable Issuer with respect to such property and, to the extent consistent with the foregoing, in the same manner as would commercial loan and lease servicers and asset managers operating property comparable to the respective Property or REO Property under the Servicing Standard. The applicable Issuer, the Indenture Trustee and the Special Servicer may consult with counsel at the expense of the applicable Issuer in connection with determinations required under this Section 3.14(a). None of the Indenture Trustee, the Property Manager or the Special Servicer shall be liable to any Issuer, the Noteholders, the other parties hereto or each other, nor shall any Issuer be liable to any Noteholders or to the other parties hereto, for errors in judgment made in good faith in the exercise of their discretion while performing their respective responsibilities under this Section 3.14(a). Nothing in this Section 3.14(a) is intended to prevent the sale or release of a Property or REO Property pursuant to the terms and conditions contained elsewhere in this Agreement.

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(b)          With respect to any Property not subject to a Mortgage Loan or a Lease and any REO Property, the Special Servicer shall manage, conserve, protect and operate such Property or REO Property for the benefit of the Issuers in accordance with the Servicing Standard. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall direct that the Property Manager make, and the Property Manager shall make, Property Protection Advances, or pay Emergency Property Expenses from funds on deposit in the Collection Account, necessary for the proper operation, management, maintenance and disposition of such Property or REO Property, including:

(i)            all insurance premiums due and payable in respect of such Property or REO Property;

(ii)          all real estate and personal property taxes and assessments in respect of such Property or REO Property that may result in the imposition of a lien thereon (including taxes or other amounts that could constitute liens prior to or on parity with the lien of the related Mortgage);

(iii)         any Ground Lease rents in respect of such Property or REO Property; and

(iv)         all costs and expenses necessary to maintain, lease, sell, protect, manage, operate and restore such Property or REO Property.

Notwithstanding the foregoing, the Property Manager shall have no obligation to make any such Property Protection Advance if (as evidenced by an Officer’s Certificate delivered to the applicable Issuer and the Indenture Trustee) the Property Manager determines, in accordance with the Servicing Standard, that such payment would be a Nonrecoverable Advance. The Special Servicer shall submit requests to make Property Protection Advances to the Property Manager not more than once per month unless the Special Servicer determines on an emergency basis in accordance with the Servicing Standard that earlier payment is required to protect the interests of each Issuer and the Noteholders.

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(c)            If title to any REO Property is acquired by the Special Servicer on behalf of an Issuer, the deed or certificate of sale shall be issued to the applicable Issuer and the Property Manager shall deliver to the applicable Rating Agency, the Indenture Trustee and the Issuers an amended Owned Property Schedule and Mortgage Loan Schedule reflecting the removal of the related Mortgage Loan from the Collateral Pool and the addition of any related Property to the Collateral Pool. Upon acquisition of such REO Property, the Special Servicer shall, if any amounts remain due and owing under the related Mortgage Note, cause the applicable Issuer to execute and deliver to the Indenture Trustee or the Collateral Agent a new Mortgage (along with appropriate UCC Financing Statements), as applicable, in favor of the Indenture Trustee or the Collateral Agent to secure the lien of the Indenture. The Special Servicer shall remit to the Property Manager for deposit in the Collection Account or Release Account, as applicable, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation Proceeds received in respect of an REO Property.

Section 3.15            Release, Sale and Exchange of Defaulted Assets and Terminated Lease Properties.

(a)            Subject to any additional requirements set forth in any applicable Series Supplement, the Property Manager, the Special Servicer and the applicable Issuer may release, sell or purchase, or permit the release, sale or purchase of, a Mortgage Loan or Property only on the terms and subject to the conditions set forth in this Section 3.15 or as otherwise expressly provided in or contemplated by Section 2.03 and Article VII or elsewhere in this Agreement and the Master Exchange Agreement, as applicable.

(b)            The Special Servicer and the Property Manager, as applicable, shall exercise reasonable efforts, to the extent consistent with the Servicing Standard, to enforce a Defaulted Asset, including, without limitation, the commencement and prosecution of any eviction or foreclosure proceedings, as to which no satisfactory arrangements can be made for collection of delinquent payments. In the event any Property becomes a Terminated Lease Property or an Issuer obtains title to an REO Property, the Special Servicer shall use reasonable efforts, consistent with the Servicing Standard, to (i) with respect to such Terminated Lease Property, attempt to induce another Tenant to assume the obligations under the existing Lease, with or without modification, (ii) lease the Terminated Lease Property or REO Property under a new Lease on economically desirable terms or (iii) dispose of the Property or REO Property. The decision to enter into a lease assumption or re-lease the Terminated Lease Property or REO Property shall be made by the Special Servicer in accordance with the Servicing Standard. The Special Servicer shall pay all costs and expenses (other than costs or expenses that would, if incurred, constitute a Nonrecoverable Advance) incurred by it in connection with the foregoing as a Property Protection Advance, and shall be entitled to reimbursement therefor as provided herein. If the Special Servicer is successful in leasing the Terminated Lease Property or REO Property, a new Appraised Value will be obtained by the Special Servicer for the Terminated Lease Property or REO Property in the Special Servicer’s discretion, and the costs of any such appraisal shall be a Property Protection Advance. If the Special Servicer leases any Terminated Lease Property or REO Property, the Property Manager shall deliver to the applicable Rating Agency, the Indenture Trustee and the Issuers an amended Owned Property Schedule reflecting the addition of such Lease to the Collateral Pool. Monthly Lease Payments on the modified or new Lease will be applied pursuant to the Indenture.

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(c)            If the Lease has not been assumed or the Terminated Lease Property or REO Property has not been leased to a new tenant and the Terminated Lease Property or REO Property has not been released from the lien of the Mortgage pursuant to Section 3.15(h) below within twenty-four (24) months of becoming a Terminated Lease Property or REO Property, the Special Servicer may offer to sell the Terminated Lease Property or REO Property pursuant to this Section 3.15, for a fair price, free and clear of the lien of the related Mortgage, if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best interests of the Noteholders. No Interested Person shall be obligated to submit a bid to purchase any such Terminated Lease Property or REO Property. The Liquidation Proceeds shall be deposited into the Collection Account and applied as set forth herein.

(d)          If and when the Special Servicer deems it necessary and prudent for purposes of establishing a fair price for any Terminated Lease Property or REO Property for purposes of conducting a sale of such Terminated Lease Property or REO Property pursuant to subsection (c) above, the Special Servicer is authorized to have an appraisal conducted by an Independent MAI-designated appraiser or other expert (the cost of which appraisal shall constitute a Property Protection Advance).

(e)          Whether any cash bid constitutes a fair price for any Terminated Lease Property or REO Property for purposes of Section 3.15(c) shall be determined by the Special Servicer or, if such cash bid is from an Interested Person, by the Indenture Trustee or, if the expected Liquidation Proceeds with respect to such Terminated Lease Property or REO Property would be insufficient to provide reimbursement for all unreimbursed Advances made with respect to the subject Terminated Lease Property or REO Property, together with any related Advance Interest thereon, by the Property Manager. In determining whether any bid received from an Interested Person represents a fair price for any Terminated Lease Property or REO Property, the Indenture Trustee shall be supplied with and may conclusively rely on the most recent appraisal conducted in accordance with Section 3.15(d) within the preceding 12-month period or, in the absence of any such appraisal, on a narrative appraisal prepared by an Independent MAI-designated appraiser or other expert retained by the Special Servicer, at Issuer’s cost or as a Property Protection Advance. Such appraiser shall be selected by the Special Servicer if the Special Servicer is not bidding with respect to a Terminated Lease Property or REO Property and shall be selected by the Property Manager if the Special Servicer is bidding, provided that if the Property Manager and the Special Servicer are the same Person and such Person is bidding, then such appraiser shall be selected by the Indenture Trustee. In determining whether any bid constitutes a fair price for any such Terminated Lease Property or REO Property, the Special Servicer, the Indenture Trustee (if applicable) or the Property Manager, as applicable, shall take into account, among other factors, the occupancy status and physical condition of the Terminated Lease Property or REO Property, the state of the local economy, and, with respect to Terminated Lease Properties, the period and amount of any delinquency on the effected Lease. In connection therewith, the Special Servicer may charge prospective bidders fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account.

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(f)            The Special Servicer shall act on behalf of the applicable Issuer and the Indenture Trustee in negotiating and taking any other action necessary or appropriate in connection with the sale of any Terminated Lease Property or REO Property and the collection of all amounts payable in connection therewith. Any sale of a Terminated Lease Property or REO Property shall be free and clear of the lien of the Indenture and shall be final and without recourse to the applicable Issuer or the Indenture Trustee. If such sale is consummated in accordance with the terms of this Agreement, none of the Property Manager, the Special Servicer or the Indenture Trustee shall have any liability to any Issuer or any Noteholder with respect to the purchase price therefor accepted by the Property Manager, the Special Servicer or the Indenture Trustee, as the case may be.

(g)          The Special Servicer shall accept the first (and, if multiple bids are received contemporaneously, highest) cash bid received from any Person that constitutes a fair price for such Terminated Lease Property or REO Property. Notwithstanding the foregoing, the Special Servicer shall not be obligated to accept the highest cash bid if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such bid would be in the best interests of the Noteholders, and the Special Servicer may accept a lower cash bid if it determines, in accordance with the Servicing Standard, that acceptance of such bid would be in the best interests of the Noteholders (for example, if the prospective buyer making the lower bid is more likely to perform its obligations or the terms offered by the prospective buyer making the lower bid are more favorable).

(h)          At any time that a Terminated Lease Property or REO Property has not already been sold or leased pursuant to the terms hereof, the related Issuer may at its option (i) release the lien of the Indenture and the related Mortgage from such Terminated Lease Property or REO Property pursuant to Section 7.04 or (ii) exchange one or more Qualified Substitute Properties or Qualified Substitute Hybrid Leases, as applicable, for the subject Terminated Lease Property or REO Property or Qualified Substitute Loans for the subject Mortgage Loan pursuant to Section 7.01.

(i)            The Special Servicer shall, and is hereby authorized and empowered by the Issuers and the Indenture Trustee to, prepare, execute and deliver in its own name, on behalf of the Issuers and the Indenture Trustee or any of them, the endorsements, assignments and other documents necessary to effectuate a sale of a Terminated Lease Property or REO Property pursuant to this Section 3.15, and the Issuers and the Indenture Trustee shall execute and deliver any limited powers of attorney substantially in the form of Exhibit D necessary to permit the Special Servicer to do so; provided , however , that none of the Issuers, the Issuer Members or the Indenture Trustee shall be held liable for any misuse of any such power of attorney by the Special Servicer and the Special Servicer hereby agrees to indemnify the Issuers, the Issuer Members and the Indenture Trustee against, and hold the Issuers, the Managers and the Indenture Trustee harmless from, any loss or liability arising from any misuse in the exercise of such power of attorney.

(j)            The Special Servicer shall give the applicable Rating Agencies, the applicable Issuer, the Indenture Trustee and the Property Manager prompt written notice of its intention to sell any Terminated Lease Property or REO Property pursuant to this Section 3.15, in any event no more than two (2) Business Days following such sale.

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Section 3.16            Renewals, Modifications, Waivers, Amendments; Consents and Other Matters.

(a)          The applicable Issuer and the Property Manager may enter into renewals of Leases and new Leases that provide for rental rates comparable to existing local market rates and are on commercially reasonable terms. All Leases executed after the Initial Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Property and that the lessee agrees to attorn to the Indenture Trustee or any purchaser at a sale by foreclosure or power of sale.  The Indenture Trustee shall, at the request of the related Issuer or the Property Manager, enter into an SNDA with the Tenant under a Lease to the extent such Lease does not contain provisions subordinating such Lease to the lien of the related Mortgage and requiring the related Tenant to attorn and recognize the holders of the beneficial interests under such Mortgage or such other party as may acquire title to the related Property by foreclosure, deed-in-lieu thereof or otherwise.  The Property Manager shall observe and perform the obligations imposed upon the lessor under the Leases in accordance with the Servicing Standard. The applicable Issuer shall execute and deliver, or cause to be executed and delivered, at the request of any party hereto all such further assurances, confirmations and assignments in connection with the Leases as may be required by such party.

(b)          Except as specifically set forth herein, neither the applicable Issuer nor the Property Manager (i) shall amend or modify in any material respect, or terminate (other than in connection with a bona fide default by the Tenant or Borrower thereunder beyond any applicable notice or grace period or with respect to Lease Transfer Properties), any Lease or Mortgage Loan other than in accordance with the Servicing Standard, (ii) unless permitted by the related Lease or Mortgage Loan and remitted and initiated thereunder by the related Tenant or Borrower, shall not collect any rents or principal or interest more than one (1) month in advance (other than security deposits), and (iii) shall not execute any other assignment of lessor’s interest in the Leases or the rents or the related Issuer’s interest in the Mortgage Loan (except as contemplated by the Transaction Documents or the Leases or Mortgage Loans, as applicable). For the purpose of this section, without limiting the generality of the foregoing, any extension of the term of a Lease or Mortgage Loan that does not reduce the rent or principal or interest, payable thereunder shall be deemed not to be material and any amendment or modification of a Lease or Mortgage Loan that reduces the term thereof or the rent, or principal or interest, payable thereunder shall be deemed to be material.

(c)            Notwithstanding the foregoing:

(i)            The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “ Amendment ”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that:

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(A)            such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and

(B)            subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and

(C)            in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan.

(ii)          Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or disapprove the proposed Amendment within ten (10) Business Days, the Amendment shall be deemed approved”, and if the Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager.”

(iii)         Any Amendment in connection with a bona fide default by the Tenant or Borrower shall not be subject to the foregoing terms of this Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in connection therewith to the Rating Agencies and the Indenture Trustee.

(iv)         To the extent that the applicable Issuer is not entitled, under the terms of any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16.

(v)          The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any Lease or Mortgage Loan with respect to which there exists a bona fide default by the related Tenant or Borrower, any Amendment or other action with respect to any Lease or Mortgage Loan that is required under the terms of such Lease or Mortgage Loan or that is solely within the control of the related Tenant or Borrower.

(vi)         Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar.

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(vii)        The limitations, conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to the Property Manager’s or the Special Servicer’s ability to terminate a Lease or Mortgage Loan in accordance with the terms thereof.

(d)            The Issuers, the Property Manager and the Special Servicer shall have no liability to the Issuers, the Indenture Trustee, the Noteholders or to any other Person if its analysis and determination that the Amendment or other action contemplated by Section 3.16(c) would not materially reduce the likelihood of timely payment of amounts due thereon, or that such Amendment or other action is reasonably likely to produce a greater recovery to the related Issuer on a present value basis than would liquidation, should prove to be wrong or incorrect, so long as the analysis and determination were made on a reasonable basis in accordance with the Servicing Standard in good faith by the applicable Issuer, the Property Manager or the Special Servicer, as the case may be.

(e)            The Property Manager and the Special Servicer each may, as a condition to its granting any request by a Tenant or Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within the Property Manager’s or Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Lease or Mortgage Loan and is permitted by the terms of this Agreement, require that such Tenant or Borrower, to the extent permitted by the subject Lease or Mortgage Loan, or, if not so permitted, the related Issuer, pay to the Property Manager or Special Servicer, as applicable, as additional servicing compensation a reasonable or customary fee for the additional services performed in connection with such request, together with any related costs and expenses incurred by it.

(f)            All modifications, waivers, amendments and other actions entered into or taken in respect of a Lease or Mortgage Loan pursuant to this Section 3.16 shall be in writing. Each of the Property Manager and the Special Servicer shall notify the other such party and each Issuer, the Back-Up Manager, the applicable Rating Agencies and the Custodian, in writing, of any modification, waiver, amendment or other action entered into or taken in respect of any Lease or Mortgage Loan pursuant to this Section 3.16 and the date thereof, and shall deliver to the Custodian for deposit in the related Lease File or Loan File an original counterpart of the agreements relating to such modification, waiver, amendment or other action, promptly (and in any event within 10 Business Days) following the execution thereof. In addition, following any Amendment or other action agreed to by the Property Manager or the Special Servicer pursuant to Section 3.16(c) above, the Property Manager or the Special Servicer, as the case may be, shall deliver to each Issuer, to the Indenture Trustee and, in the case of the Special Servicer, to the Property Manager, an Officer’s Certificate certifying compliance with such subsection (c).

Section 3.17            Transfer of Servicing Between Property Manager and Special Servicer; Record Keeping.

(a)          Upon determining that a Servicing Transfer Event has occurred with respect to any Lease or Mortgage Loan and if the Property Manager is not also the Special Servicer, the Property Manager shall immediately give notice thereof, and shall deliver the related Servicing File, to the Special Servicer, the Indenture Trustee and the Back-Up Manager and shall provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Lease or Mortgage Loan and reasonably requested by the Special Servicer to the extent in Property Manager’s possession, to enable it to assume its functions hereunder with respect thereto without acting through a Sub-Manager. The Property Manager shall use its best efforts to comply with the preceding sentence within five (5) Business Days of its receipt of Special Servicer’s request following the occurrence of each related Servicing Transfer Event.

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Upon determining that a Specially Managed Unit has become a Corrected Unit and if the Property Manager is not also the Special Servicer, the Special Servicer shall immediately give notice thereof, and shall return the related Servicing File, to the Property Manager and, upon giving such notice and returning such Servicing File, to the Property Manager, (i) the Special Servicer’s obligation to service such Lease or Mortgage Loan shall terminate, (ii) the Special Servicer’s right to receive the Special Servicing Fee with respect to such Lease or Mortgage Loan, shall terminate and (iii) the obligations of the Property Manager to service and administer such Lease or Mortgage Loan shall resume, in each case, effective as of the first day of the following calendar month.

(b)            In servicing any Specially Managed Unit, the Special Servicer shall provide to the Custodian, for the benefit of the Indenture Trustee, originals of documents included within the definition of “Lease File” for inclusion in the related Lease File and “Loan File” for inclusion in the related Loan File (with a copy of each such original to the Property Manager), and copies of any additional related Lease and Mortgage Loan information, including correspondence with the related Tenant or Borrower.

(c)          Notwithstanding anything in this Agreement to the contrary, in the event that the Property Manager and the Special Servicer are the same Person, all notices, certificates, information and consents required to be given by the Property Manager to the Special Servicer or vice versa shall be deemed to be given without the necessity of any action on such Person’s part.

Section 3.18            Sub-Management Agreements.

(a)            The Property Manager and the Special Servicer may enter into Sub-Management Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder; provided, that, in each case, the Sub-Management Agreement: (i) is consistent with this Agreement in all material respects and requires the Sub-Manager to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Property Manager or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including by reason of a Servicer Replacement Event), the Back-Up Manager (or if the Back-Up Manager is then terminated and another successor has not been named, the Indenture Trustee) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Property Manager or the Special Servicer, as the case may be, under such agreement or, alternatively, may terminate such Sub-Management Agreement without cause and without payment of any penalty or termination fee; (iii) provides that each Issuer, the Back-Up Manager, the Indenture Trustee, the other parties hereto and, as and to the extent provided herein, the third party beneficiaries hereof shall be third party beneficiaries under such agreement, but that (except to the extent the Indenture Trustee, Back-Up Manager or their respective designees assume the obligations of the Property Manager or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii) and, in such case, only from the date of such assumption) none of any Issuer, the Indenture Trustee, the Back-Up Manager, any other party hereto, any successor Property Manager or Special Servicer, as the case may be, any Noteholder or holder of Issuer Interests or any other third party beneficiary hereof shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Property or Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Property or Mortgage Loan at its option and without penalty; (v) does not permit the Sub-Manager to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Property Manager or Special Servicer, as the case may be, contemplated by Section 3.16 hereof without the written consent of the Property Manager or Special Servicer, as the case may be; and (vi) does not permit the Sub-Manager any rights of indemnification that may be satisfied out of the Collateral. In addition, each Sub-Management Agreement entered into by the Property Manager shall provide that such agreement shall terminate with respect to any Lease and Property, and Mortgage Loan serviced thereunder at the time such Property or Mortgage Loan becomes a Specially Managed Unit, and each Sub-Management Agreement entered into by the Special Servicer shall relate only to Specially Managed Units and shall terminate with respect to any such Property or Mortgage Loan that ceases to be a Specially Managed Unit.

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The Property Manager and the Special Servicer shall each deliver to each Issuer and the Indenture Trustee copies of all Sub-Management Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Property Manager or the Special Servicer include actions taken or to be taken by a Sub-Manager on behalf of the Property Manager or the Special Servicer, as the case may be, and in connection therewith, all amounts advanced by any Sub-Manager to satisfy the obligations of the Property Manager or Special Servicer hereunder to make Advances shall be deemed to have been advanced by the Property Manager or Special Servicer out of its own funds and, accordingly, such Advances shall be recoverable by such Sub-Manager in the same manner and out of the same funds as if such Sub-Manager were the Property Manager or Special Servicer. For so long as they are outstanding, Advances shall accrue Advance Interest in accordance with Sections 3.09(e), such interest to be allocable between the Property Manager and such Sub-Manager as they may agree. For purposes of this Agreement, the Property Manager and the Special Servicer each shall be deemed to have received any payment, and shall be obligated to handle such payment in accordance with the terms of this Agreement, when a Sub-Manager retained by it receives such payment. The Property Manager and the Special Servicer each shall notify the other, each Issuer, the Indenture Trustee and the Back-Up Manager in writing promptly of the appointment by it of any Sub-Manager.

(b)            Each Sub-Manager shall be authorized to transact business in the state or states in which the Properties or Mortgage Loans it is to service are situated, if and to the extent required by applicable law.

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(c)            The Property Manager and the Special Servicer, for the benefit of each Issuer, shall (at no expense to an Issuer or the Indenture Trustee) monitor the performance and enforce the obligations of their respective Sub-Managers under the related Sub-Management Agreements. Such enforcement, including the legal prosecution of claims, termination of Sub-Management Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Property Manager or the Special Servicer, as applicable, in its good faith and reasonable judgment, would require were it the owner of the Properties and Mortgage Loans. Subject to the terms of the related Sub-Management Agreement, the Property Manager and the Special Servicer shall each have the right to remove a Sub-Manager retained by it at any time it considers such removal to be in the best interests of each Issuer.

(d)            If the Property Manager or the Special Servicer ceases to serve as such under this Agreement for any reason (including by reason of a Servicer Replacement Event) and no successor Property Manager or Special Servicer, as the case may be, has succeeded to its rights and assumed its obligations hereunder or, in the case of the Special Servicer, no replacement Special Servicer has been designated pursuant to Section 5.06, so long as the Back-Up Manager is appointed as Property Manager and Special Servicer, as applicable, pursuant to Section 6.02, the Back-Up Manager shall succeed to the rights and assume the obligations of the Property Manager or the Special Servicer under any Sub-Management Agreement, unless the Back-Up Manager or the Indenture Trustee elects to terminate any such Sub-Management Agreement in accordance with its terms. In any event, if a Sub-Management Agreement is to be assumed by the Back-Up Manager, then the Property Manager or the Special Servicer, as applicable, at its expense shall, upon request of the Back-Up Manager or the Indenture Trustee, deliver to the Back-Up Manager all documents and records relating to such Sub-Management Agreement and the Properties and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use its commercially reasonable efforts to effect the orderly and efficient transfer of the Sub-Management Agreement to the assuming party.

(e)            Notwithstanding any Sub-Management Agreement, the Property Manager and the Special Servicer shall remain obligated and liable to each Issuer, the Noteholders, the Indenture Trustee and each other for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loans, the Properties and Leases for which it is responsible.

(f)            Any fees paid by the Property Manager or the Special Servicer, as applicable, to any Sub-Manager pursuant to any Sub-Management Agreement shall be paid solely from the Property Management Fee or the Special Servicing Fee, as applicable, and in no event shall such Sub-Manager have any claim against the Collateral with respect to such fees.

Section 3.19            Casualty.

(a)            If any Property or Improvements in connection with a Hybrid Lease shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (an “ Insured Casualty ”), the applicable Issuer shall give prompt notice thereof to the Indenture Trustee and the Property Manager. Following the occurrence of an Insured Casualty, the applicable Issuer shall promptly (or shall promptly cause the Tenant or Borrower to) proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law; provided that if the Property Manager shall not direct the Indenture Trustee to make any amounts received in connection with such Insured Casualty available to reimburse the applicable Issuer for the costs of such restoration, repair, replacement or rebuilding, such Issuer shall not be required to perform such restoration, repair, replacement or rebuilding, provided , further , that such Issuer shall take at its own expense such steps as may be reasonably required to put and maintain the Improvements in a safe and secure condition. The expenses incurred by the Property Manager in the adjustment and collection of any amounts received in connection with an Insured Casualty shall be deemed a Property Protection Advance and be secured hereby and shall be reimbursed by the applicable Issuer to the Property Manager pursuant to the terms of the Indenture.

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(b)            In case of loss or damages to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease covered by any of the Property Insurance Policies, the following provisions shall apply:

(i)            In the event of an Insured Casualty that does not exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, the applicable Issuer may settle and adjust any claim without the consent of the Property Manager and agree with the insurance company or companies on the amount to be paid upon the loss. In such case, such Issuer is hereby authorized to collect and to distribute such amounts distributed in connection with an Insured Casualty in accordance with the terms and provisions of the related Lease.

(ii)            In the event an Insured Casualty shall exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with a Hybrid Lease, then and in that event, the applicable Issuer may settle and adjust any claim without the consent of the Property Manager and agree with the insurance company or companies on the amount to be paid on the loss and shall immediately deposit such amounts received in connection with an Insured Casualty into the Casualty and Condemnation Sub-Account, in accordance with the terms of the Indenture and this Agreement.

(iii)         In the event of an Insured Casualty where the loss is in an aggregate amount more than the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with a Hybrid Lease, and if, in the reasonable judgment of the Property Manager the Property can be restored within twenty-four (24) months to an economic unit not materially less valuable (including an assessment of the impact of the termination of any Leases due to such Insured Casualty) and not materially less useful than the same was prior to the Insured Casualty, then, if no Event of Default under the Indenture shall have occurred and be then continuing, the amounts received in connection with such an Insured Casualty (after reimbursement of any reasonable expenses incurred by the Property Manager) shall be collected by the Property Manager, and promptly delivered to and deposited by Indenture Trustee into the Casualty and Condemnation Proceeds Sub-Account, and shall be distributed to the applicable Issuer to reimburse such Issuer or the subject Tenant for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Insured Casualty, in the manner set forth below, provided , the Indenture Trustee makes the amounts received in connection with such an Insured Casualty available for the same, such Issuer hereby covenants and agrees to commence and diligently prosecute, or cause the applicable Tenant to commence and diligently prosecute, such restoring, repairing, replacing or rebuilding; provided , that such Issuer or the subject Tenant shall pay all costs (and if required by the Property Manager, such Issuer shall deposit the total thereof with the Indenture Trustee in advance) of such restoring, repairing, replacing or rebuilding in excess of the net proceeds made available pursuant to the terms hereof.

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(iv)         Subject to clauses (i)-(iii) in this Section 3.19(b), an Issuer may elect for proceeds from an Insured Casualty or Condemnation to be (A) applied to the payment of the Notes without Make Whole Amount, (B) applied to reimburse the applicable Issuer or the subject Tenant for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Insured Casualty, in the manner set forth below or (C) provided that such amounts are greater than or equal to the Collateral Value of the related Property, deposited into the Release Account to be used to acquire Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable.

(v)          In the event the applicable Issuer is entitled to reimbursement out of the amounts held by the Indenture Trustee, such amounts shall be disbursed from time to time by the Indenture Trustee, at the written direction of the Property Manager, upon the Property Manager being furnished with (1) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding, (2) funds or, at the Property Manager’s option, assurances reasonably satisfactory to the Property Manager that such funds are available, sufficient in addition to the proceeds to complete the proposed restoration, repair, replacement and rebuilding, and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other reasonable evidences of cost, payment and performance as the Property Manager may reasonably require and approve. No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds shall be disbursed prior to disbursement of such proceeds; and at all times, the undisbursed balance of such proceeds remaining in the hands of the Indenture Trustee, together with funds deposited for that purpose or irrevocably committed to the satisfaction of the Property Manager by or on behalf of such Issuer for that purpose, shall be at least sufficient in the reasonable judgment of the Property Manager to pay for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of proceeds held by the Indenture Trustee after payment of such costs of restoration, repair, replacement or rebuilding shall be transferred to the Collection Account as Insurance Proceeds and be applied to the payment of the Notes as provided in subparagraph (iii)(A) above.

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(vi)        Notwithstanding anything to the contrary contained herein, if any Permitted Lease shall obligate the Tenant thereunder to repair, restore or rebuild the affected Property after the occurrence of an Insured Casualty, the applicable Issuer, at the direction of the Property Manager, shall deposit the proceeds of an Insured Casualty in the Casualty and Condemnation Sub-Account and Indenture Trustee shall make such proceeds available, subject only to the conditions set forth in such Permitted Lease and the conditions set forth in the first sentence of subparagraph (iv) above.

(c)          Notwithstanding anything contained herein to the contrary (including in Section 3.20 below), in the case of loss or damages covered by any of the Property Insurance Policies with respect to a Property securing a Mortgage Loan or any Condemnation with respect to any such Property, the related proceeds shall be applied in accordance with the related Loan Documents.

Section 3.20            Condemnation.

(a)            Each applicable Issuer shall promptly give the Property Manager written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding of which Issuer receives notice (a “ Condemnation ”) and shall deliver to the Property Manager copies of any and all papers served upon such Issuer in connection with such Condemnation. Following the occurrence of a Condemnation, the applicable Issuer shall, or shall promptly cause the related Tenant or Borrower to, proceed to restore, repair, replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law; provided that if the Property Manager shall not make the amounts received in connection with such Condemnation received by the Indenture Trustee available to reimburse such Issuer or Tenant or Borrower for the costs of such restoration, repair, replacement or rebuilding, such Issuer shall not be required to perform such restoration, repair, replacement or rebuilding; provided further that such Issuer shall take at its own expense such steps as may be reasonably required to put and maintain the Improvements in a safe and secure condition.

(b)            In the event of a Condemnation with respect to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease, the proceeds for which will not exceed the greater of (a) $100,000, or (b) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, the applicable Issuer may settle and adjust any claim and release the lien of the Transaction Documents from the affected portion of the applicable Property or Improvements, as applicable, on behalf of the Indenture Trustee without the consent of the Property Manager and agree with the governmental authority having jurisdiction on the amount to be paid in connection with such Condemnation. In such case, the applicable Issuer is hereby authorized to collect and disburse the amounts received in connection with such Condemnation. In the event the amounts received in connection with a Condemnation shall exceed the greater of (i) $100,000, or (ii) five percent  (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, then in such event, the applicable Issuer may settle and adjust any claim without the consent of the Property Manager and agree with the condemning authority on the amount to be paid in connection with such Condemnation, and the amounts received in connection with such a Condemnation shall be due and payable solely to the Indenture Trustee and held in escrow by the Indenture Trustee in the Casualty and Condemnation Sub-Account, and disbursed by the Indenture Trustee, at the written direction of the Property Manager, in accordance with the terms of this Agreement. Notwithstanding any Condemnation by any public or quasi-public authority (including, without limitation, any transfer made in lieu of or in anticipation of such a Condemnation), the applicable Issuer shall continue to pay the Notes at the time and in the manner provided for in the Notes, in the Indenture and the other Transaction Documents and the Notes shall not be reduced unless and until the amount shall have been actually received and applied by the Indenture Trustee to expenses of the Property Manager in collecting the amount and to discharge of the Notes. The Indenture Trustee shall not be limited to the interest paid on the amount paid in connection with such Condemnation by the condemning authority but shall be entitled to receive out of the amounts received in connection with such Condemnation interest at the applicable Note Rates.

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(c)          In the event of any Condemnation with respect to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease where the amount to be paid in connection therewith are in an aggregate amount that shall exceed the greater of (i) $100,000.00, or (ii) five percent (5%) of the Fair Market Value of the applicable Properties or Improvements in connection with Hybrid Leases, and if, in the reasonable judgment of the applicable Issuer, the related Property can be restored within twenty-four (24) months to an economic unit not materially less valuable (including an assessment of the impact of the termination of any Leases due to such Condemnation) and not materially less useful than the same was prior to the Condemnation, then, if no Event of Default under the Indenture shall have occurred and be then continuing, the amount to be paid in connection with such Condemnation (after reimbursement of any expenses incurred by the Property Manager) shall be collected by the Indenture Trustee and deposited in the Casualty and Condemnation Sub-Account, and shall be applied to reimburse such Issuer or the Tenant for the subject Property for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to Condemnation, in the manner set forth below. Such applicable Issuer hereby covenants and agrees to commence and diligently prosecute, or cause the applicable Tenant to commence and diligently prosecute, such restoring, repairing, replacing or rebuilding; provided , that such Issuer or the subject Tenant shall pay all costs (and if required by the Property Manager, such Issuer shall deposit the total thereof with the Indenture Trustee in advance) of such restoring, repairing, replacing or rebuilding in excess of the amount made available pursuant to the terms hereof.

(d)          Except as otherwise provided herein, any amount received in connection with any Condemnation with respect to any Property or Improvements in connection with a Hybrid Lease shall, at the option of such Issuer, be (i) deposited in the Collection Account as Condemnation Proceeds and applied to the payment of the Notes without Make Whole Amount, (ii) applied to the reimbursement of such Issuer or the subject Tenant or Borrower for the cost of restoring, repairing, replacing or rebuilding the Property or Improvements in connection with a Hybrid Lease or part thereof subject to the Condemnation, in the manner set forth below or (iii) provided that such amounts are greater than or equal to the Collateral Value of the related Property or Mortgage Loan, deposited into the Release Account to be used to acquire Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable. If the Property or Improvements in connection with a Hybrid Lease is sold through foreclosure prior to the receipt by the Indenture Trustee of the proceeds from such Condemnation, the Indenture Trustee shall have the right, if a deficiency judgment on the Notes shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of said proceeds sufficient to pay the Notes.

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(e)         In the event an Issuer is entitled to reimbursement out of the amounts received in connection with a Condemnation received by the Indenture Trustee, such amounts shall be disbursed from time to time by the Indenture Trustee from the Casualty and Condemnation Sub-Account, at the written direction of the Property Manager, upon the Property Manager being furnished with (1) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding resulting from such Condemnation, (2) funds or, at the Property Manager’s option, assurances reasonably satisfactory to the Property Manager that such funds are available, sufficient in addition to the amounts received in connection with a Condemnation to complete the proposed restoration, repair, replacement and rebuilding, and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of costs, payment and performance as the Property Manager may reasonably require and approve. No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than amounts received in connection with a Condemnation shall be disbursed prior to disbursement of such amounts; and at all times, the undisbursed balance of such amounts remaining in hands of the Indenture Trustee, together with funds deposited for that purpose or irrevocably committed to the satisfaction of the Property Manager by or on behalf of such Issuer for that purpose, shall be at least sufficient in the reasonable judgment of the Property Manager to pay for the costs of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of the amount received in connection with a Condemnation after payment of such costs of restoration, repair, replacement or rebuilding may, at the option of such Issuer, be transferred to the Collection Account as Condemnation Proceeds and applied to payment of the Notes as provided in subparagraph (d)(i) above.

(f)            Notwithstanding anything to the contrary contained herein, if any Permitted Lease shall obligate the Tenant thereunder to repair, restore or rebuild the affected Property after the occurrence of a Condemnation, the Indenture Trustee, at the written direction of the Property Manager, shall make the amounts received in connection with such Condemnation available, subject only to the conditions set forth in such Permitted Lease and the conditions set forth in the first sentence of Section 3.20(e) above.

Section 3.21            Separateness Provisions.

(a)            So long as STORE Capital or an Affiliate of the Issuers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each Issuer, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Issuers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Issuers’ obligations and it will not pay any such Issuer’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer (except as provided in clause (i) above), (iii) the Property Manager will not permit the Issuers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any Issuer. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Issuers.

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(b)          Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager agrees that each Issuer is a “single purpose entity” and that each Issuer must maintain such status so long as the Notes remain outstanding as set forth in such Issuer’s organizational documents. Accordingly, the Property Manager shall:

(i)            hold itself out to the public as the ultimate parent of each Issuer, legally distinct from such Issuer, and shall conduct its duties and obligations on behalf of such Issuer in its own name and shall correct any known misunderstanding regarding its separate identity from such Issuer, and shall not identify itself as a department or division of such Issuer or such Issuer as a division or department of the Property Manager;

(ii)          in the management, servicing and administration of the Properties, Leases and Mortgage Loans, use the related Issuer’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such Issuer; and

(iii)         shall pay each Issuer’s liabilities solely from such Issuer’s funds (except that the Property Manager shall make all Advances required to be made by the Property Manager by this Agreement).

(c)          So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall bring any legal proceedings to collect rent, principal or interest or other income from the Properties and Mortgage Loans, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, only in the name of the related Issuer and at such Issuer’s expense.

(d)         So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Issuer for execution by such Issuer. So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall not bind any Issuer in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Issuer.

Section 3.22            Estoppels.

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The Property Manager shall deliver or cause to be delivered to the Indenture Trustee, promptly upon request but in no event later than twenty (20) days following receipt by Property Manager of such estoppel, from each applicable Issuer, certifications, duly acknowledged and certified, setting forth (i) the original Series Principal Balance of each Series of Notes, (ii) the outstanding Series Principal Balance of each Series of Notes, (iii) the applicable Note Rate of each Class of Notes in each Series, (iv) the last Payment Date, (v) any offsets or defenses to the payment of the Notes, if any, and (vi) that the Notes, this Indenture, the Mortgages, the organizational documents of such Issuer and the other Transaction Documents are valid, legal and binding obligations and have not been modified or, if modified, giving particulars of such modification.

Section 3.23            Environmental Matters.

(a)            So long as an Issuer owns or is in possession of each Property or Mortgage Loan, each such Issuer shall, or shall cause the Property Manager to, promptly notify the Indenture Trustee in writing if such Issuer or the Property Manager shall become aware of any hazardous and/or toxic, dangerous and/or regulated, substances, wastes, materials, raw materials which include hazardous constituents, pollutants or contaminants including without limitation, petroleum, tremolite, anthlophylie, actinolite or polychlorinated biphenyls and any other substances or materials which are included under or regulated by Environmental Laws or which are considered by scientific opinion to be otherwise dangerous in terms of the health, safety and welfare of humans (collectively, “ Hazardous Substances ”) other than Hazardous Substances used or generated by any Tenant or Borrower in the ordinary course of business and treated in accordance with applicable Environmental Laws (“ Permitted Materials ”) on or near each Property and/or if such Issuer or the Property Manager shall become aware that any such Property is in direct violation of any Environmental Laws and/or if such Issuer or the Property Manager shall become aware of any condition on or near any such Property which violates any Environmental Laws, such Issuer shall, or shall cause the Property Manager to, cure such violations and remove any Hazardous Substances that pose a threat to the health, safety or welfare of humans, as shall be reasonably required by the Property Manager in accordance with reasonable commercial lending standards and practices, at such Issuer’s sole expense. Notwithstanding anything to the contrary in this paragraph, each such Issuer and its related Tenants or Borrowers may use and store Hazardous Substances at each Property if such use or storage is in connection with the ordinary operation, cleaning and maintenance of each Property so long as such use and storage is in compliance with any applicable Environmental Laws.  Nothing herein shall prevent such Issuer from recovering such expenses from any other party that may be liable for such removal or cure.

(b)            Each Issuer shall, or shall cause the Property Manager to, give prompt written notices to the Indenture Trustee and the Property Manager, as the case may be, of any of the following: (i) any demand, notice of any violation, notice of any potential responsibility, proceeding or official inquiry by any Governmental Authority with respect to the presence of any Hazardous Substance or asbestos or any substance or material containing asbestos (“ Asbestos ”) on, under, from or about any Property; (ii) all claims made by any third party against such Issuer or any Property relating to any loss or injury resulting from any Hazardous Substance or Asbestos; and (iii) such Issuer’s or the Property Manager’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Property that causes such Property to be subject to any official investigation or cleanup pursuant to any Environmental Law. Subject to the rights of the applicable Tenant under the related Lease or Borrower under the related Mortgage Loan, each Issuer shall permit the Indenture Trustee to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to any Property in connection with any Environmental Law or Hazardous Substance and in such an instance, the Issuers and the Indenture Trustee shall be represented by the same counsel; provided, however, that, if a conflict of interest arises between any Issuer and the Indenture Trustee because potential claims could be brought against the Indenture Trustee, then the Indenture Trustee shall be represented by its own counsel and such Issuer shall pay all reasonable attorney’s fees and disbursements incurred by the Indenture Trustee in connection therewith.

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(c)          Upon the Property Manager’s request and subject to the rights of the Tenants under the Leases and the rights of the Borrowers under the Mortgage Loans, at any time and from time to time while this Indenture is in effect, when (x) the Property Manager has determined (in the exercise of its good faith judgment) that reasonable cause exists for the performance of an environmental inspection or audit of any Property or (y) an Event of Default exists, each Issuer shall, or shall cause the Property Manager to, provide at such Issuer’s sole expense, (I) an inspection or audit of each such Property prepared by a licensed hydrogeologist or licensed environmental engineer indicating the presence or absence of Hazardous Substances on, in or near each such Property, and (II) an inspection or audit of such Property prepared by a duly qualified engineering or consulting firm, indicating the presence or absence of Asbestos on such Property. If such Issuer fails to provide such inspection or audit within thirty (30) days after such request, the Property Manager, at such Issuer’s sole expense, which shall be deemed a Property Protection Advance, may order the same, and such Issuer hereby grants to the Property Manager and its employees and agents access to each Property and a license to undertake such inspection or audit in each case subject to the rights of the Tenants under the Leases and the rights of the Borrowers under the Mortgage Loans. In the event that any environmental site assessment report prepared in connection with such inspection or audit reasonably recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, the related Issuer shall, to the-extent permitted under the related Lease or Mortgage Loan, cause such operations and maintenance plan to be prepared and implemented at such Issuer’s expense upon request of the Property Manager. In the event that any investigation, site monitoring, containment, cleanup, removal, restoration, or other work of any kind is reasonably necessary under an applicable Environmental Law (the “ Remedial Work ”), each Issuer shall, or shall cause the Property Manager to, promptly commence and thereafter diligently prosecute, or cause any related Tenant or Borrower to commence and thereafter diligently prosecute, to completion all such Remedial Work after written demand by the Property Manager for performance thereof. All Remedial Work shall be performed by contractors, and under the supervision of a consulting engineer. All costs and expenses of such Remedial Work shall be paid by the related Issuer. In the event such Issuer shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, the Property Manager may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, shall be deemed a Property Protection Advance.

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ARTICLE IV

REPORTS

Section 4.01            Reports to the Issuers and the Indenture Trustee.

(a)         Not later than 3:00 p.m. (New York City time), three (3) Business Days prior to each Payment Date, the Property Manager shall deliver to each Issuer, the Indenture Trustee and each Rating Agency a report containing the information specified on Exhibit H   hereto , and such other information with respect to the Mortgage Loans, the Leases and Properties as the Indenture Trustee may reasonably request (such report, the “ Determination Date Report ”) in a mutually agreeable electronic format, reflecting as of the close of business on the last day of the related Collection Period, the information required for purposes of making the payments required by Section 2.11(b) of the Indenture and the calculations and reports referred to in Section 6.01 of the Indenture, including, but not limited to, the maturity date and the required monthly rent or loan payment of each Lease or Mortgage Loan. So long as STORE Capital or an Affiliate of an Issuer is the Property Manager, the Determination Date Report shall also contain a certification by the Property Manager that each Issuer has not incurred any indebtedness except indebtedness permitted by any applicable limited liability company agreement of the related Issuer Member or the Transaction Documents.  The Determination Date Report shall also contain a certification by the Property Manager pursuant to Section 1(c) of the U.S. Risk Retention Agreement, as specified on Exhibit H hereto.  Such information shall be delivered by the Property Manager to each Issuer and the Indenture Trustee in such form as may be reasonably acceptable to each Issuer and the Indenture Trustee, as applicable.  The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Property Manager) provide the Property Manager with such information regarding the Specially Managed Units as may be necessary for the Property Manager to prepare each Determination Date Report and any supplemental information to be provided by the Property Manager to each Issuer or the Indenture Trustee.  In addition, with respect to the first Payment Date with respect to any Series following the related Series Closing Date, the Determination Date Report shall include the information required for compliance with the U.S. Credit Risk Retention Rules.

(b)          Not later than 3:00 p.m. (New York City time) three (3) Business Days prior to each Payment Date, the Special Servicer shall deliver to the Property Manager, the Indenture Trustee and each Rating Agency a report containing such information relating to the Mortgage Loans, the Leases and Properties managed by it and in such form as the Indenture Trustee may reasonably request (such report, the “ Special Servicer Report ”) reflecting information as of the close of business on the last day of the immediately preceding Collection Period.

(c)            Not later than the 45th day following the end of each calendar quarter, commencing with the quarter ended March 31, 2013 the Special Servicer shall deliver to the Indenture Trustee, the Rating Agencies and the Property Manager (A) a report containing such information and in such form as the Indenture Trustee may reasonably request (such report, a “ Modified Collateral Detail and Realized Loss Report ”) with respect to all renewals, modifications, waivers, security deposits paid or rental concessions made pursuant to Section 3.16 and (B) subject to Section 6.03(a) of the Indenture, upon the reasonable request of the Indenture Trustee, the Rating Agencies or the Property Manager, operating statements and other financial information collected or otherwise obtained by the Special Servicer during such calendar quarter (together with copies of the operating statements and other financial information on which it is based) to the extent such information is not prohibited from being disclosed or restricted by confidentiality under the terms of the applicable Lease Documents or Loan Documents.

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(d)            The Property Manager or the Special Servicer, to the extent received by such party, shall deliver to the Indenture Trustee and each applicable Rating Agency:

(i)            within forty-five (45) days after the end of each calendar quarter the following items received by it, each executed by a Responsible Officer of each applicable Issuer as being true and correct: (A) a written statement dated as of the last day of each such calendar quarter identifying to its knowledge any defaults under a Lease or Mortgage Loan which continues after the expiration of applicable cure periods and not otherwise included in the Special Servicer Report, and (B) the principal amount, aggregate unfunded loan commitments and maturity dates of all credit and loan facilities then in place relating to STORE Capital or any of its subsidiaries so long as the maturity date of such indebtedness is scheduled to occur within 365 days of the end of such calendar quarter, which shall be calculated by STORE Capital; and

(ii)            within forty-five (45) days after the end of each of the first three fiscal quarters of each year the following items received by it, each executed by a Responsible Officer of each applicable Issuer as being true and correct (A) consolidated financial statements of the related Issuer (consolidated with any co-Issuer)’s financial affairs and condition, including a balance sheet and statement of profit and loss for the related Issuers in such detail as the Indenture Trustee may request for the Issuers for the immediately preceding calendar quarter, which statements shall be prepared by such Issuer; provided , however, for so long as STORE Capital is a publicly traded company and has timely filed its Form 10-Qs as required by the Securities & Exchange Commission, it shall not be required to provide consolidated financial statements of the Issuers as set forth in this clause (A), (B) consolidated financial statements of STORE Capital’s financial affairs and condition, including a balance sheet, a cash flow summary report for STORE Capital and an operating statement including detailed income and expense statement, in each case in such detail as the Indenture Trustee may request for STORE Capital for the immediately preceding calendar quarter, which statements shall be prepared by STORE Capital, and (C) the Net Worth of STORE Capital at the end of the immediately preceding calendar quarter, which shall be calculated by STORE Capital; and

(iii)         within one hundred twenty (120) days after the end of each calendar year, (A) consolidated financial statements of the financial affairs and condition of the related Issuer (consolidated with any co-Issuer), including a balance sheet and statement of profit and loss, in such detail as the Indenture Trustee may reasonably request for the immediately preceding calendar year, audited in conjunction with the audit of STORE Capital by a “Big Four” accounting firm or other nationally recognized independent certified public accountant reasonably acceptable to the Indenture Trustee; provided , however, for so long as STORE Capital is a publicly traded company and has timely filed its Form 10-Ks as required by the Securities & Exchange Commission, it shall not be required to provide consolidated financial statements of the Issuers as set forth in this clause (A), and (B) consolidated financial statements of STORE Capital’s financial affairs and condition, including a balance sheet, a cash flow summary report for STORE Capital and an operating statement including detailed income and expense statement, audited in conjunction with the audit of STORE Capital by a “Big Four” accounting firm, or other nationally recognized independent certified public accountant reasonably acceptable to the Indenture Trustee, for the immediately preceding calendar year, provided , however, for so long as STORE Capital is a publicly traded company and has timely filed its Form 10-Ks as required by the Securities & Exchange Commission (containing an audit opinion by a “Big Four” accounting firm), it shall not be required to provide consolidated financial statements of the Issuers as set forth in this clause (B) and (C) the Net Worth of STORE Capital at the end of the immediately preceding year, which shall be calculated by STORE Capital; and

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(iv)          within forty-five (45) days after the end of each calendar quarter copies of notices of defaults under, or any material modifications to, any of the Leases and Mortgage Loans; and

(v)            at any time and from time to time such other financial data as the Indenture Trustee or its agents shall reasonably request with respect to STORE Capital or any of its subsidiaries or the ownership, maintenance, use and operation of the Properties and servicing and administration of the Leases and Mortgage Loans, to the extent such information is not prohibited from being disclosed or restricted by confidentiality under the terms of the applicable Lease or Loan documents.

(e)            The Indenture Trustee and Property Manager shall have the right, at any time and from time to time when an Event of Default exists, upon reasonable notice to the Issuers and during normal business hours at the Issuers’ principal place of business, to conduct an inspection or review, at the Issuers’ expense, of the Issuers’ books and records. Each Issuer shall cooperate, and shall cause its agents and employees to cooperate in the conduct of any such inspection or review.

(f)          Following each Determination Date, the Property Manager shall determine whether the Available Amount distributable on such Payment Date pursuant to (and subject to the priorities set forth in) Section 2.11(b) of the Indenture will be sufficient to pay the obligations under the Indenture on such Payment Date. In the event the Property Manager determines that the Available Amount distributable on such Payment Date pursuant to (and subject to the priorities set forth in) Section 2.11(b) of the Indenture will not be sufficient to pay the obligations under the Indenture on such Payment Date (a “ Deficiency ”) the Property Manager shall notify the Indenture Trustee and Back-Up Manager in writing of such Deficiency, which written notice shall be delivered in the case of a Deficiency, on or before 1:00 p.m. New York City time on the third Business Day before such Payment Date.

(g)          The Indenture Trustee shall have no obligations or duties (i) to monitor the Property Manager’s compliance with the U.S. Risk Retention Agreement or (ii) to verify, recalculate or confirm any of the information contained in the Determination Date Report with respect to the U.S. Risk Retention Agreement.

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Section 4.02            Use of Agents.

The Property Manager may at its own expense utilize agents or attorneys-in-fact, including Sub-Managers, in performing any of its obligations under this Article IV, but no such utilization shall relieve the Property Manager from any of such obligations, and the Property Manager shall remain responsible for all acts and omissions of any such agent or attorney-in-fact. The Property Manager shall have all the limitations upon liability and all the indemnities for the actions and omissions of any such agent or attorney-in-fact that it has for its own actions hereunder pursuant to Article V hereof, and any such agent or attorney-in-fact shall have the benefit of all the limitations upon liability, if any, and all the indemnities provided to the Property Manager under Section 5.03. Such indemnities shall be expenses, costs and liabilities of each Issuer, and any such agent or attorney-in-fact shall be entitled to be reimbursed therefor from the Collection Account as provided in Section 2.11(b) of the Indenture.

ARTICLE V

THE PROPERTY MANAGER AND THE SPECIAL SERVICER

Section 5.01            Liability of the Property Manager, the Special Servicer and the Back-Up Manager.

The Property Manager, the Special Servicer and the Back-Up Manager shall be liable in accordance herewith only to the extent provided in Section 5.03 with respect to the obligations specifically imposed upon and undertaken by the Property Manager, the Special Servicer and the Back-Up Manager, respectively, herein.

Section 5.02            Merger, Consolidation or Conversion of the Property Manager, the Special Servicer and the Back-Up Manager.

Subject to the following paragraph, the Property Manager, the Special Servicer and the Back-Up Manager shall each keep in full effect its existence, rights and franchises as a partnership, corporation, bank or association under the laws of the jurisdiction of its formation, and each will obtain and preserve its qualification to do business as a foreign partnership, corporation, bank or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Leases and the Mortgage Loans and to perform its respective duties under this Agreement.

Each of the Property Manager, the Special Servicer and the Back-Up Manager may be merged or consolidated with or into any Person, or may transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Property Manager, the Special Servicer or the Back-Up Manager is a party, or any Person succeeding to the business of the Property Manager, the Special Servicer or the Back-Up Manager, will be the successor Property Manager, the successor Special Servicer or the successor Back-Up Manager, as the case may be, hereunder, and each of the Property Manager, the Special Servicer and the Back-Up Manager may transfer its rights and obligations under this Agreement to an Affiliate or non-Affiliate; provided, however, that no such successor, surviving Person or transferee will succeed to the rights of the Property Manager or the Special Servicer unless it shall have furnished to the Issuers and the Indenture Trustee evidence that the Rating Condition is satisfied.

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Section 5.03            Limitation on Liability of the Property Manager, the Special Servicer and the Back-Up Manager.

None of the Property Manager, the Special Servicer or the Back-Up Manager or any director, officer, employee, agent or Control Person of any of them shall be under any liability to the Issuers, the Indenture Trustee or the Noteholders or the holders of the Issuer Interests or to any other person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided , however , that none of the Property Manager, the Special Servicer or the Back-Up Manager shall be protected against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance (including the failure to perform) of obligations or duties hereunder. The Property Manager, the Special Servicer and the Back-Up Manager and any director, officer, employee, agent or Control Person of any of them shall be entitled to indemnification by each Issuer, payable, subject to Section 2.11(b) of the Indenture, out of the Payment Account, against any claim, loss, liability or expense incurred in connection with any legal action that relates to this Agreement, the Indenture, the Purchase and Sale Agreements, the Issuer Interests or the Notes; provided , however , that such indemnification shall not extend to any loss, liability or expense incurred by reason of misfeasance, bad faith or negligence in the performance (including the failure to perform) of obligations or duties under this Agreement. None of the Property Manager the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under this Agreement and that in its opinion may involve it in any expense or liability; provided , however , that each of the Property Manager, the Special Servicer and the Back-Up Manager shall undertake any such action necessary or desirable with respect to the enforcement or protection of the rights and duties of the parties hereto or the interests of the Issuers hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Issuers as an Extraordinary Expense and the Property Manager, the Special Servicer, or the Back-Up Manager as the case may be, shall be entitled to be reimbursed therefor from the Payment Account, pursuant to Section 2.11(b) of the Indenture.

Section 5.04            Term of Service; Property Manager and Special Servicer Not to Resign.

Each Issuer may, upon written consent by the Indenture Trustee acting at the direction of the Requisite Global Majority, and written notice (without any requirement of consent) to the Property Manager and the Special Servicer, transfer the servicing duties and obligations of the Property Manager and the Special Servicer to a new servicer; provided , that if the Indenture Trustee shall not have received the consent of the Requisite Global Majority within four (4) months after the making of such request, such consent shall be deemed granted unless the consent is not approved by the Requisite Global Majority. The Indenture Trustee’s written consent to any such transfer shall be contingent upon receipt by the Indenture Trustee, upon not less than fifteen (15) Business Days’ notice by the Issuers to the applicable Rating Agencies, of written confirmation from: (1) the applicable Rating Agency that such appointment will not adversely affect the higher of (A) the then current rating of any Class of the Notes and (B) the rating of any Class of Notes on the related Issuance Date of such Notes; (2) the replacement Property Manager and Special Servicer of its acceptance of its appointment; and (3) consent by the Requisite Global Majority. The written consent or confirmation may be made by facsimile confirmed in a written notice delivered to the Indenture Trustee by first class mail, postage prepaid, personal delivery or certified mail. The Issuers and the replacement Property Manager and Special Servicer shall execute and deliver a transfer agreement (the “ Servicing Transfer  Agreement ”) mutually agreed upon in advance and effective on the transfer date (the “ Servicing Transfer Date ”), whereby the replacement Property Manager and the Special Servicer will agree to perform all of the duties and obligations of the Property Manager and the Special Servicer under this Agreement. The replacement Property Manager and Special Servicer shall be entitled to payment of a prorated portion (which shall be based on actual days of service and a year of 365/366 days) of the Property Management Fee and the Special Servicing Fee during its term of service. Each Servicing Transfer Agreement shall include any additional terms and provisions that the parties to this Agreement reasonably determine are necessary or appropriate and which additional terms and provisions shall be approved by all the parties to the Servicing Transfer Agreement, which approvals shall not be unreasonably withheld. The Transfer Agreement shall contain a provision stating that the former Property Manager and Special Servicer is relieved from all liability under this Agreement for acts or omissions occurring after the Servicing Transfer Date.

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None of the Property Manager, the Back-Up Manager or the Special Servicer (subject to Section 5.06) shall resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Property Manager, the Back-Up Manager or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Property Manager, the Back-Up Manager or the Special Servicer, as the case may be, at the date of this Agreement. Any such determination permitting the resignation of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, shall be evidenced by an Opinion of Counsel to such effect that shall be delivered to each Issuer and the Indenture Trustee. No such resignation shall become effective until the Back-Up Manager or another successor shall have assumed the responsibilities and obligations of the resigning party hereunder. Notwithstanding the foregoing, each of the Property Manager, the Back-Up Manager and the Special Servicer may cause all of the obligations and duties imposed on it by this Agreement to be assumed by, and may assign its rights, benefits or privileges hereunder to, with the prior written approval of each applicable Issuer, which approval shall not be unreasonably withheld, conditioned or delayed, an Affiliate or a servicer that is not an Affiliate, in each case, upon its delivery to each Issuer and the Indenture Trustee of written confirmation from each Rating Agency that such a transfer and assignment will not adversely affect its then-current rating of any Class of the Notes, and the assumption by the assignee of all of the obligations and duties of the Property Manager, the Back-Up Manager and/or the Special Servicer, as applicable. Upon any such assignment and assumption by the assignee of all of the obligations of the Property Manager, the Back-Up Manager and/or the Special Servicer, the assignor, STORE Capital (or its successor acting prior to such assignment), shall be relieved from all liability hereunder for acts or omissions of the Property Manager and/or the Special Servicer, as applicable, occurring after the date of the assignment and assumption.

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Except as expressly provided herein, neither the Property Manager nor the Special Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to or subcontract with, or authorize or appoint, any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder, or cause any other Person to assume such duties, covenants or obligations. If, pursuant to any provision hereof, the duties of the Property Manager or the Special Servicer are transferred by an assignment and assumption to a successor thereto, the entire amount of compensation payable to the Property Manager or the Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor.

Notwithstanding anything to the contrary herein, KeyBank National Association may resign as the Back-Up Manager, Property Manager and Special Servicer (provided that upon such resignation, KeyBank National Association shall be deemed to have resigned from all such duties) upon the issuance of any Series of Notes after the initial Issuance Date, and upon such resignation a successor Property Manager, Special Servicer or Back-Up Manager, as the case may be, shall be appointed in connection with the issuance of any such Series and otherwise in accordance with the terms of this Agreement.

Section 5.05            Rights of Certain Persons in Respect of the Property Manager and the Special Servicer.

Each of the Property Manager and the Special Servicer shall afford to the other and, also, to each Issuer, the Indenture Trustee and the Back-Up Manager, upon reasonable notice, during normal business hours (a) access to all records maintained by it relating to the Mortgage Loans, Properties and Leases included in the Collateral Pool and in respect of its rights and obligations hereunder, to the extent not prohibited by confidentiality (including attorney-client privilege), contract or applicable law, and (b) access to such of its officers as are responsible for such obligations. Upon reasonable request, the Property Manager and the Special Servicer shall each furnish the Issuers and the Indenture Trustee with its most recent financial statements and such other information as it possesses, and which it is not prohibited by confidentiality (including attorney-client privilege), applicable law or contract from disclosing, regarding its business, affairs, property and condition, financial or otherwise. Each Issuer may, but is not obligated to, enforce the obligations of the Property Manager and the Special Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Property Manager or the Special Servicer hereunder, or exercise the rights of the Property Manager or the Special Servicer hereunder; provided , however , that neither the Property Manager nor the Special Servicer shall be relieved of any of its obligations hereunder by virtue of such performance by any such Issuer or its designee. The Issuers shall not have any responsibility or liability for any action or failure to act by or with respect to the Property Manager or the Special Servicer.

Section 5.06            Designation of Special Servicer by the Indenture Trustee.

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Subject to Section 5.04 and Section 6.02, and only in the event that the Back-Up Manager cannot serve, the Indenture Trustee may from time to time designate a Person to serve as Special Servicer hereunder to replace any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer. The Indenture Trustee shall so designate a Person to serve by the delivery to the Issuers, the Property Manager and the existing Special Servicer of a written notice stating such designation. The Indenture Trustee shall, promptly after delivering any such notice, deliver to the applicable Rating Agency an executed Notice and Acknowledgment in the form attached hereto as Exhibit C-1 . The designated Person shall become the Special Servicer on the date that any Issuer and the Indenture Trustee shall have satisfied the Rating Condition with respect to such appointment. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Issuers and the Indenture Trustee of (i) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit C-2 , executed by the designated Person, and (ii) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 5.06 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided , however , that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation, whether in respect of Advances or otherwise, and it shall continue to be entitled to the benefits of Section 5.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Indenture Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder.

Section 5.07            Property Manager or Special Servicer as Owner of Notes.

The Property Manager or an Affiliate of the Property Manager, or the Special Servicer or an Affiliate of the Special Servicer or Back-Up Manager or its Affiliates, may become the holder of any Notes or any Issuer Interests with the same rights as it would have if it were not the Property Manager, the Special Servicer or any such Affiliate. Subject to Section 3.17, if, at any time during which the Property Manager, the Special Servicer or any of their respective Affiliates is the holder of any Note or Issuer Interests, the Property Manager or the Special Servicer proposes to take or omit to take action (i) which action or omission is not expressly prohibited by the terms hereof and would not, in the Property Manager or the Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) which action, if taken, or omission, if made, might nonetheless, in the Property Manager’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Property Manager or the Special Servicer may, but need not, seek the approval of the Noteholders and the holders of the Issuer Interests to such action or omission by delivering to each Issuer and the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 5.07, (b) identifies the portion of Notes and Issuer Interests beneficially owned by the Property Manager or the Special Servicer or an Affiliate of the Property Manager or the Special Servicer, as applicable, and (c) describes in reasonable detail the action that the Property Manager or the Special Servicer, as the case may be, proposes to take. Upon receipt of such notice, each Issuer shall forward such notice to the applicable holders of the Issuer Interests. If, at any time, the holders of Issuer Interests representing greater than 50% of the Issuer Interests and a Requisite Global Majority (calculated without regard to the Notes or Issuer Interests beneficially owned by the Property Manager and its Affiliates or the Special Servicer and its Affiliates, as applicable) separately consent in writing to the proposal described in the related notices, and if the Property Manager or the Special Servicer shall act as proposed in the written notice, and if the Property Manager or the Special Servicer, as the case may be, takes action or omits to take action as proposed in such notices, such action or omission will be deemed to comply with the Servicing Standard. It is not the intent of the foregoing provision that the Property Manager or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

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ARTICLE VI

SERVICER REPLACEMENT EVENTS

Section 6.01            Servicer Replacement Events.

(a)            “ Servicer Replacement Event ” wherever used herein with respect to the Property Manager or Special Servicer, means any one of the following events:

(i)            any failure by the Property Manager or the Special Servicer to remit to the Collection Account, the Release Account or the Payment Account (or to the Indenture Trustee for deposit into the Payment Account) any amount as and when required to be so remitted pursuant to the terms of this Agreement, the Indenture, the Master Exchange Agreement or the Escrow Agreement, which failure remains unremedied for two (2) Business Days; or

(ii)            the Property Manager fails to make any P&I Advance as required by this Agreement, which failure remains unremedied upon the time set forth in Section 3.03(b); or

(iii)         the Property Manager fails to make any Property Protection Advance as required by the Indenture or this Agreement, which failure remains unremedied for the earlier of (A) four (4) Business Days and (B) the due date for which such Property Protection Advance is being made; or

(iv)         any failure on the part of the Property Manager or the Special Servicer to observe or perform in any material respect any other of the covenants or agreements on the part of the Property Manager or the Special Servicer, as the case may be, contained in this Agreement which continues unremedied for a period of 30 days (or such longer period as is reasonably required to cure the subject matter provided that (A) the Property Manager or the Special Servicer shall diligently prosecute such cure, (B) such extended cure period does not have a material adverse effect on any Issuer, the Noteholders or the Properties and (C) such longer period shall not exceed 60 days) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Property Manager and the Special Servicer by any other party hereto or the Property Manager or the Special Servicer otherwise has notice of such failure; or

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(v)          any breach on the part of the Property Manager or the Special Servicer of any representation or warranty contained in this Agreement that materially and adversely affects the interests of any Issuer, which remains unremedied for five (5) days after the earlier of the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Property Manager and the Special Servicer by any other party hereto or the Property Manager or Special Servicer becomes aware of any such breach; or

(vi)         there shall have been commenced before a court or agency or supervisory authority having jurisdiction an involuntary proceeding against the Property Manager or the Special Servicer under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, which action shall not have been dismissed for a period of ninety (90) days; or

(vii)        the Property Manager or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or

(viii)       the Property Manager or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors; or

(ix)         either the Property Manager or the Special Servicer assigns any of its obligations under this Agreement to any third party other than as permitted under this Agreement or any other Transaction Document; or

(x)            either the Property Manager or the Special Servicer fails to observe reporting requirements, which failure remains unremedied for five (5) days after notice; provided, that with respect to the delivery of the Determination Date Report, such period shall be for one (1) day after notice; or

(xi)         a material adverse change occurs with respect to the Property Manager or the Special Servicer, which remains unremedied for thirty (30) days; or

(xii)        a Change of Control shall occur with respect to STORE Capital with respect to which consent was not previously obtained from the Requisite Global Majority; or

(xiii)       any Issuer or the Indenture Trustee shall have received confirmation in writing from any Rating Agency that the failure to remove the Property Manager or the Special Servicer in such capacity would in and of itself cause a downgrade, qualification or withdrawal of any of the ratings then assigned by such Rating Agency to any Class of the Notes; or

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(xiv)        an Event of Default under Section 4.01(a), (b), (c), (f), (g) or (j) of the Indenture shall have occurred; or

(xv)         any other Event of Default under the Indenture, other than an Event of Default under Section 4.01(a), (b), (c) (f), (g) or (j) thereof, shall have occurred and the Indenture Trustee shall have accelerated the Notes; or

(xvi)        the Monthly DSCR shall be less than 1.1 for three (3) consecutive Payment Dates; or

(xvii)      the Net Worth of STORE Capital shall be less than $100,000,000.

When a single entity acts as Property Manager and Special Servicer, a Servicer Replacement Event in one capacity shall constitute a Servicer Replacement Event in each capacity; provided , however , that, subject to this Section 6.01(a), each Issuer, the Indenture Trustee and the holders of the Notes and the Issuer Interests may at their option elect to terminate the Property Manager or the Special Servicer in one or the other capacity rather than both such capacities. Each of the Property Manager and the Special Servicer will notify the Indenture Trustee and the Back-Up Manager in writing of the occurrence of a Servicer Replacement Event or an event that, with the giving of notice or the expiration of any cure period, or both, would constitute a Servicer Replacement Event promptly upon obtaining knowledge thereof.

Section 6.02            Appointment of Successor Servicer.

(a)         If any Servicer Replacement Event (other than under clauses (ii) or (iii) of Section 6.01(a) above) with respect to the Property Manager or the Special Servicer (in either case, for purposes of this Section 6.02, the “ Defaulting Party ”) shall occur and be continuing, then, and in each and every such case, subject to the remainder of this Section 6.02, the Indenture Trustee shall cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto) and (y) terminate all of the rights and obligations accruing from and after such notice of the Defaulting Party under this Agreement and in and to the Collateral (other than as a holder of any Note or Issuer Interest). All notices by the Indenture Trustee of a Servicer Replacement Event shall be concurrently delivered to the Noteholders with a notice advising the Noteholders of their right to waive such Servicer Replacement Event. In the event that the Noteholders (excluding STORE Capital or any of its Affiliates) representing the Requisite Global Majority have either approved of the removal of the Property Manager or the Special Servicer in accordance with this Agreement or not waived the occurrence of such Servicer Replacement Event within thirty (30) days of such notice, the Indenture Trustee will cause the initial Property Manager and/or the initial Special Servicer to be replaced with the Back-Up Manager. Upon the occurrence of a Servicer Replacement Event under clause (ii) or (iii) with respect to the initial Property Manager or the initial Special Servicer, the Indenture Trustee shall immediately terminate the initial Property Manager and initial Special Servicer and shall replace them with the Back-Up Manager.

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Upon the occurrence of a Servicer Replacement Event with respect to the Property Manager or the Special Servicer that is not STORE Capital or an Affiliate of an Issuer, the Indenture Trustee (i) may (with the consent of the Requisite Global Majority) cause the Property Manager and/or the Special Servicer to be replaced with a successor Property Manager (the “ Successor Property Manager ”) and/or successor Special Servicer (the “ Successor Special Servicer ”), and (ii) shall at the direction of the Requisite Global Majority cause the Property Manager and/or the Special Servicer to be replaced with a Successor Property Manager and/or Successor Special Servicer.

(b)         From and after the receipt by the Defaulting Party of such written notice, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Issuers (other than as a holder of any Note or Issuer Interest) or the Mortgage Loans, Leases or Properties or otherwise, shall pass to and be vested in the Back-Up Manager pursuant to and under this Section, and, without limitation, the Back-Up Manager is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans, Leases, Properties and related documents, or otherwise.

(c)          The appointment of a Successor Property Manager or Successor Special Servicer will be subject to, among other things, (i) except in the case of the appointment of KeyBank National Association as the Successor Property Manager or Successor Special Servicer, the satisfaction of the Rating Condition and (ii) the written agreement of the Successor Property Manager or Successor Special Servicer to be bound by the terms and conditions of this Agreement, together with an Opinion of Counsel regarding the enforceability of such agreement. Subject to the foregoing, any person, including any holder of Notes or Issuer Interests or any Affiliate thereof, may be appointed as the Successor Property Manager or Successor Special Servicer.

(d)         In the event that a Successor Property Manager or Successor Special Servicer has failed to assume the responsibilities of the Property Manager or Special Servicer as provided in this Agreement within 30 days of written notice of termination, the Back-Up Manager will be both the Property Manager and the Special Servicer, under this Agreement; provided, however, that each Issuer will have the right to replace the Back-Up Manager acting as Property Manager or Special Servicer without cause upon 30 days’ written notice. If KeyBank is terminated as the Property Manager or Special Servicer under this Agreement, such termination shall be deemed to automatically terminate KeyBank as the Property Manager, the Special Servicer and the Back-Up Manager, as applicable. In addition, if the Back-Up Manager, as Property Manager, or Special Servicer makes any Advances or incurs any other expenses in accordance with the terms and provisions of this Agreement, any Successor Property Manager will be required to reimburse the Back-Up Manager, as predecessor Property Manager or predecessor Special Servicer, for such Advances and other expenses incurred in accordance with the terms and provisions of this Agreement as a condition to its appointment as successor Property Manager.

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Each of the Property Manager and the Special Servicer agrees that, if it is terminated pursuant to this Section 6.02, it shall promptly (and in any event not later than ten (10) days subsequent to its receipt of the notice of termination) provide the Indenture Trustee and Back-Up Manager with all documents and records in its possession requested thereby to enable the Back-Up Manager (or such other applicable successor) to assume the Property Manager or Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Back-Up Manager (or such other applicable successor) in effecting the termination of the Property Manager or Special Servicer’s, as the case may be, responsibilities and rights hereunder, including the transfer within two (2) Business Days to the Back-Up Manager (or such other applicable successor) for administration by it of all cash amounts that shall at the time be or should have been credited by the Property Manager or the Special Servicer to the Collection Account or thereafter be received by or on behalf of it with respect to any Mortgage Loan, Lease or Property ( provided , however , that the Property Manager and the Special Servicer each shall, if terminated pursuant to this Section 6.02, continue to be obligated for or entitled to pay or receive all costs in connection with such transfer and all amounts accrued or owing by or to it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section 5.03 notwithstanding any such termination). In the event any Advances made by the Property Manager or the Indenture Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied first entirely to Advances made by the Indenture Trustee (and the accrued and unpaid interest thereon) until such Advances made by the Indenture Trustee (and the accrued and unpaid interest thereon) shall have been repaid in full and then to Advances made by the Property Manager (and the accrued and unpaid interest thereon). Any costs or expenses in connection with any actions to be taken by the Property Manager or Special Servicer pursuant to this paragraph shall be borne by the Property Manager or Special Servicer, as the case may be, and to the extent not paid by such defaulting party, such expense shall be borne by the applicable Issuer and paid from amounts distributed pursuant to Section 2.11(b) of the Indenture. In the event that the Back-Up Manager cannot serve, the Indenture Trustee may designate a Person to serve as Back-Up Manager hereunder to replace any Property Manager and/or Special Servicer that has resigned or otherwise ceased to serve as Property Manager and/or Special Servicer. The Indenture Trustee shall so designate a Person to so serve by the delivery to the Issuers, the Property Manager and the existing Special Servicer of a written notice stating such designation.

Section 6.03            Back-Up Manager.

(a)          The Back-Up Manager shall maintain current servicing records and systems concerning the Properties, the Leases and the Mortgage Loans in order to enable it to timely and efficiently assume the responsibilities of the Property Manager and/or Special Servicer in accordance with the Servicing Standard and otherwise in accordance with the terms and conditions of this Agreement.

(b)          Subject to Section 6.02, following a Servicer Replacement Event, the Property Manager shall arrange for the delivery to the Back-Up Manager of all of the Servicing Files, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Property Manager or Special Servicer hereunder without delay. Subject to Section 6.02, following the Servicer Replacement Event with respect to the Special Servicer, the Special Servicer shall arrange for the delivery to the Back-Up Manager of each of the Servicing Files for any Specially Managed Unit, which Servicing Files shall contain sufficient data to permit the Back-Up Manager to assume the duties of the Special Servicer hereunder without delay. If KeyBank is the Back-Up Manager, (i) any appointment of Back-Up Manager as Property Manager or Special Servicer shall be deemed to be an appointment of Back-Up Manager as both Property Manager and Special Servicer and (ii) in the event KeyBank is terminated as Property Manager or Special Servicer, KeyBank shall automatically be terminated both as Property Manager and Special Servicer. In the event KeyBank is terminated as Sub-Manager under the Sub-Management Agreement, it shall automatically be terminated as Property Manager, Special Servicer and Back-Up Manager, as applicable.

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(c)          Subject to Section 6.02, following a Servicer Replacement Event, the Back-Up Manager shall use reasonable efforts to diligently complete the physical transfer of servicing from the terminated Property Manager or Special Servicer with the cooperation of such Defaulting Party. From and after the date physical transfer of servicing is completed (the “ Back-Up Servicing Transfer Date ”), the Back-Up Manager shall service and/or specially service the Properties, Leases and the Mortgage Loans in accordance with the provisions of this Agreement with all the rights and obligations of the Property Manager and the Special Servicer and shall have no liability or responsibility with respect to any obligations of each Defaulting Party, arising or accruing prior to the Back-Up Servicing Transfer Date. Each Issuer, if it determines in its reasonable discretion that enforcement rights and/or remedies are available to the Noteholders against the terminated Property Manager or Special Servicer and it is prudent under the circumstances to enforce such rights, agree to enforce their rights under this Agreement against the terminated Property Manager or Special Servicer, including any rights they have to enforce each Defaulting Party’s obligation to fully cooperate in the orderly transfer and transition of servicing and otherwise comply with the terms of this Agreement. In the event that the Back-Up Manager discovers or becomes aware of any errors in any records or data of each Defaulting Party which impairs its ability to perform its duties hereunder, the Back-Up Manager shall notify each Issuer and the Indenture Trustee in writing of such errors and shall, at each Defaulting Party’s expense (or, if not paid by such party, as a Property Protection Advance) and upon the Issuers’ direction, undertake to correct or reconstruct such records or data.

(d)          From and after the date of this Agreement until the Back-Up Servicing Transfer Date, the Property Manager shall provide or cause to be provided to the Back-Up Manager on or before the 20th day of each month, in electronic form, a complete data tape of the Mortgage Loan Schedule, the Owned Property Schedule and such other information as any Issuer may reasonably deem necessary, including all information necessary to determine the Release Price and original purchase price paid by the applicable Issuer, and shall make available to the Back-Up Manager a copy of each Determination Date Report and any Special Servicer Report. In addition, the Property Manager shall provide all other documents and materials as are reasonably requested by the Back-Up Manager. The Back-Up Manager will perform an initial comprehensive data integrity review and a monthly review of this information to determine whether it provides adequate information to enable the Back-Up Manager to perform its obligations hereunder as the Back-Up Manager. To the extent that the Back-Up Manager determines within ten (10) calendar days of its receipt of such information that such information is inadequate for the Back-Up Manager to perform its obligations as the Back-Up Manager, the Back-Up Manager will provide prompt written notice to each Issuer, the Indenture Trustee and the Property Manager identifying any deficiencies in such information that do not enable the Back-Up Manager to perform its obligations as the Back-Up Manager. The Property Manager shall use its best efforts to provide any such deficient information to the Back-Up Manager within ten (10) calendar days of receipt of such notice from the Back-Up Manager.

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(e)            Within ten (10) Business Days of the date of receipt from the Property Manager, the Back-Up Manager shall, in order to understand the purpose of each data field (and the interrelationships among such data fields), review the form of Determination Date Report and the Special Servicer Report, each in the form agreed to by the Property Manager, the Indenture Trustee and the Back-Up Manager. Provided the data in the Determination Date Report and the Special Servicer Report are in a format readable by the Back-Up Manager, the Back-Up Manager shall create a set of conversion routines and database mapping programs, as necessary, that will enable the Back-Up Manager to (i) receive such data from the Property Manager on a monthly basis and to ensure that the data is readable, and (ii) independently generate such Determination Date Reports and Special Servicer Reports, as applicable, following the Back-Up Servicing Transfer Date; provided, however, that the Back-Up Manager shall have no obligations with respect to the information contained in the Determination Date Report with respect to the U.S. Risk Retention Agreement.

(f)            On a monthly basis, the Back-Up Manager shall (x) verify receipt of the Determination Date Report and the Special Servicer Report required to be delivered by the Property Manager, and (y) verify that such records and data are in a readable format.

(g)            The Back-Up Manager may resign from its obligations under this Agreement (i) pursuant to the terms and provisions of Section 5.04, and (ii) other than in connection with a resignation under the last paragraph of Section 5.04, if the Back-Up Manager identifies a successor back-up manager who agrees to undertake the obligations of the Back-Up Manager under this Agreement and provides the Indenture Trustee with written confirmation of satisfaction of the Rating Condition.

Section 6.04            Additional Remedies of Issuers and the Indenture Trustee upon a Servicer Replacement Event.

During the continuance of any Servicer Replacement Event, so long as such Servicer Replacement Event shall not have been remedied, in addition to the rights specified in Section 6.01, each Issuer shall have the right, and the Indenture Trustee shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies of the holders of the Issuer Interests and the Notes (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Replacement Event.

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ARTICLE VII

TRANSFERS AND EXCHANGES OF PROPERTIES AND MORTGAGE LOANS BY ISSUERS; RELEASE OF PROPERTIES AND MORTGAGE LOANS BY ISSUERS

Section 7.01            Exchange of Mortgage Loans and Properties.

(a)            Each Issuer may remove an Exchanged Property, an Exchanged Hybrid Lease or an Exchanged Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans, as applicable to the Collateral Pool provided that after giving effect to a substitution or exchange pursuant to this Section 7.01, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided , after each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfied. No Property will constitute a Qualified Substitute Property or Qualified Underlying Property, no Mortgage Loan will constitute a Qualified Substitute Loan and no Hybrid Lease will constitute a Qualified Substitute Hybrid Lease, unless, after giving effect to the transfer of such Property, Mortgage Loan or Hybrid Lease to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property, Qualified Underlying Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property, Lease or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such exchange. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05, 7.06, 7.07, 7.08, 7.09 or 7.10 shall not be taken into consideration for purposes of the maximum limitations set forth in the first sentence of this Section 7.01(a).

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(b)            In the event that any Issuer elects to substitute one or more Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified Substitute Loans pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” or “Loan File,” as applicable, in Section 1.01 with respect to each Qualified Substitute Property. Qualified Substitute Hybrid Lease or Qualified Substitute Loan in accordance with this Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties and Qualified Substitute Hybrid Leases and Monthly Loan Payments due with respect to Qualified Substitute Loans in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property and Monthly Loan Payment due on the Mortgage Loan for the Removed Loan for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease or Mortgage Loan. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and each Issuer an amended Owned Property Schedule and an amended Mortgage Loan Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease, Qualified Substitute Hybrid Lease and Qualified Substitute Loan and the removal from the Collateral of each Removed Property and related Lease and Removed Loan. Upon such substitution, each Qualified Substitute Property, Qualified Substitute Hybrid Lease and Qualified Substitute Loan shall be subject to the terms of this Agreement in all respects, and the applicable Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property, Section 2.21 of the Indenture with respect to each Qualified Substitute Loan and Section 2.20, Section 2.21 and Section 2.22 with respect to each Qualified Substitute Hybrid Lease, as applicable, and the applicable Issuer shall deliver to the Custodian a certificate in the form of Exhibit G attached hereto certifying to the Custodian that such exceptions as have been proposed by the Property Manager or the Issuers are materially consistent with the underwriting criteria for existing Properties and Mortgage Loans.

(c)          Each Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by an Issuer pursuant to the Master Exchange Agreement, and Owned Property relating to each Qualified Substitute Hybrid Lease deeded (or, with respect to Qualified Substitute Properties, having the leasehold interest in the ground lease therein assigned) or Qualified Substitute Loan and loan component of each Qualified Substitute Hybrid Lease assigned to such Issuer and distributing or otherwise transferring the Removed Property or Removed Loan to its members and delivering to and depositing with the Custodian (i) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Qualified Substitute Property (or leasehold interest in the ground lease), Qualified Substitute Hybrid Lease or Qualified Substitute Loan to such Issuer, (ii) the deed (or assignment of Ground Lease), if applicable, and any other transfer documents transferring such Removed Property (or leasehold interest in the ground lease) or Removed Loan to such Issuer’s members, or the entity purchasing the Removed Property or Removed Loan, (iii) the Lease Files for such Qualified Substitute Properties or Qualified Substitute Hybrid Leases or Loan Files for such Qualified Substitute Loan, in each case, together with Opinions of Counsel, all of which shall meet the Lease File or Loan File requirements for such Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, and (iv) an Officer’s Certificate certifying that all of the taxes (including transfer taxes with respect to Qualified Substitute Property or Qualified Substitute Hybrid Lease) in connection with the acquisition of the Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan and the transfer of the Removed Property or Removed Loan have been paid.

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(d)            Upon receipt of an Officer’s Certificate from the Property Manager or the applicable Issuer to the effect that all requirements with respect to any substitution pursuant to the foregoing terms of this Section 7.01 have been satisfied, which Officer’s Certificate shall be furnished by the Property Manager upon becoming appropriate, and upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, (i) the Indenture Trustee shall release or cause to be released to such Issuer’s designee the related Lease File for the Removed Property or Loan File for the Removed Loan and (ii) each of the Indenture Trustee, the Collateral Agent and such Issuer shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in such Issuer’s designee the ownership of the Removed Property and the related Lease or the Removed Loan and to release any Mortgage or other lien or security interest in such Removed Property or the related Lease or the Removed Loan. In connection with any such release or transfer, the Special Servicer shall deliver the related Servicing File to such Issuer’s designee. Simultaneously with any substitution made pursuant to this Section 7.01, such Issuer shall distribute the Removed Property and Lease or the Removed Loan to its members or transfer the Removed Property and Lease or the Removed Loan to a third party purchaser.

(e)          Any Release Price received by the applicable Issuer in connection with the release of a Released Property or Released Loan pursuant to this Section 7.01 or the other terms and provisions of this Agreement shall first be deposited into the Release Account and, after payment of any unreimbursed Extraordinary Expenses, Advances (plus Advance Interest thereon) and Emergency Protection Expenses related to such Released Property or Released Loan and the expenses related to such release, shall either (i) be applied by such Issuer to acquire a Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable, within twelve months following the related release or (ii) be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date.  Any amounts remaining in the Release Account related to such a Release and following such twelve month period will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments on the following Payment Date.  Notwithstanding the foregoing, during the continuance of an Early Amortization Period, all amounts on deposit in the Release Account will be transferred as Unscheduled Proceeds into the Collection Account and applied as Unscheduled Principal Payments, after payment of Collateral Pool Expenses in accordance with Section 2.11(b) of the Indenture, on the Payment Date following the occurrence of such Early Amortization Period.

(f)            No exchange of a Property may occur if an Early Amortization Period would commence as a result of such exchange.

(g)          In certain cases, an Exchange Property or Exchanged Hybrid Lease may be exchanged subsequent to the addition of the related Qualified Substitute Hybrid Lease or Qualified Substitute Property, so long as all of the requirements set forth in this Section 7.01 are completed.

Section 7.02            Sale Pursuant to Third Party Purchase Option.

(a)            If any Person shall exercise its Third Party Purchase Option prior to the Rated Final Payment Date, the applicable Issuer shall, simultaneously with the transfer of the applicable Property pursuant to the Third Party Purchase Option, deposit the Third Party Option Price into the Release Account, and upon receipt of an Officer’s Certificate from the Property Manager or the Issuers to the effect that such deposit has been made (which the Property Manager shall deliver to the Indenture Trustee and the Issuers promptly upon such deposit being made and upon which Officer’s Certificate the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify), the Indenture Trustee shall release to such Issuer or its designee the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided by such Issuer or the Property Manager and reasonably necessary to release the subject Mortgage and the other liens and security interests in such Property and the related Lease.

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(b)          After such release, the released Property shall not be deemed to be a Property (except for the purposes of obligations under the Transaction Documents that are expressly provided to survive repayment in full of the Notes and satisfaction of the Mortgage).

Section 7.03            Transfer of Lease to New Property.

In the event a Tenant under a Lease requests that such Lease be modified to apply to a different Property (the “ Lease Transfer Property ”) owned by such Tenant or substituted for a Lease on a different Property owned by such Tenant, the related Issuer may, with the approval of the Property Manager or the Special Servicer, as applicable, to the extent permitted under the subject Lease or imposed by the Property Manager, approve such transfer. Each of the Property Manager, the Special Servicer and the applicable Issuer has covenanted that it will not give its consent to a transfer unless: (i) the substituted property is a Qualified Substitute Property; (ii) all Advances, Extraordinary Expenses and Emergency Property Expenses related to the Property being transferred are reimbursed; and (iii) such Lease will not be treated as a new Lease but instead will be treated as a modification of the original Lease. Such Qualified Substitute Property will be included in the Collateral Pool and pledged to the Indenture Trustee to secure the Notes. Upon the Indenture Trustee’s receipt of an Officer’s Certificate from the Property Manager or the Special Servicer to the effect that such modification or substitution has been completed in accordance with the terms hereof (which shall include a certification that such Issuer has executed and delivered a Mortgage with respect thereto to the Indenture Trustee) and that the Required Conditions have been satisfied (upon which Officer’s Certificate the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify) the Indenture Trustee shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it by such Issuer and are reasonably necessary to release any lien or security interest in the original Property and related Lease, whereupon such original Property shall be free and clear of the lien of the Indenture and any Mortgage and the other Transaction Documents. Any proceeds of such sale, transfer or other disposition shall not constitute part of the Collateral and shall not be deposited in the Collection Account or the Release Account.

Section 7.04            Release of Property by an Issuer.

(a)          The applicable Issuer shall have the right to have released from the lien of the related Mortgage and the Indenture any Property and related Leases (including Hybrid Leases) or Mortgage Loan (following such release, a “ Released Loan ” or “ Released Property ”, as applicable) by depositing in the Release Account an amount equal to the Release Price in immediately available funds for the Released Property or Released Loan and satisfying the Required Conditions. Upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or Property Manager certifying that all Required Conditions have been satisfied, the Indenture Trustee shall release to such Issuer or its designee the related Lease File or Loan File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease or Mortgage Loan.

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(b)          After giving effect to a release pursuant to this Section 7.04, (i) the sum of the Collateral Value of all Released Assets and Exchanged Assets released or exchanged since the Initial Closing Date shall not exceed 35% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); and (ii) the sum of the Collateral Value of all Released Assets released since the Initial Closing Date by paying the Release Price shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided, after each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been repaid in full, in connection with the issuance of each subsequent Series of Notes, the limitations described in sentence paragraph may be reset such that (i) the sum of the Collateral Value of the Exchanged Assets or Released Assets, as applicable, will reflect the aggregate Exchanged Assets or Released Assets exchanged or released since the prior Issuance Date and (ii) the maximum percentages of the Collateral Pool that may be exchanged or released may be subject to change; provided further that in connection with each issuance and the changes described in this sentence, the Rating Condition has been satisfied. Notwithstanding the foregoing, a sale, substitution or exchange pursuant to any of Sections 2.03, 3.15, 7.02, 7.03, 7.05 or 7.06 shall not be taken into consideration for purposes of this Section 7.04(b).

(c)          No sale of a Property or Mortgage Loan to a third party or to a STORE SPE may occur if an Early Amortization Period would occur as a result of such purchase.

Section 7.05            Terminated Lease Property and REO Property.

An Issuer may remove a Terminated Lease Property or REO Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool pursuant to the provisions of Section 7.01.

Section 7.06            Risk-Based or Credit Risk Substitution.

Each applicable Issuer may (A) with respect to a Lease other than a Hybrid Lease, remove a Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool, (B) remove a Hybrid Lease in exchange for one or more Qualified Substitute Hybrid Leases or Qualified Substitute Properties, and (C) solely with respect to (iv) below, remove a Mortgage Loan from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Loans or Qualified Substitute Properties to the Collateral Pool; pursuant to the provisions of Section 7.01 provided that either: (i) the remaining term to maturity of the related Lease is less than three (3) years from the date of the proposed substitution and the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of non-renewal of such Lease (“ Non-Renewal Risk ”); (ii) based on written communications from the Tenant under such Lease, the Property Manager, in accordance with the Servicing Standard, determines that there is a Non-Renewal Risk; (iii) such Issuer has received from the Tenant under the Lease for such Property written notice of the non-renewal of such Lease; or (iv) the Property Manager, in accordance with the Servicing Standard, determines that there is a reasonable risk of monetary default by the Tenant under such Lease or the Borrower under such Mortgage Loan (“ Credit Risk ” and any substitution related to clauses (i), (ii), (iii) or (iv), collectively, a “ Risk-Based Substitution ”). In addition, the Property Manager or the applicable Issuer shall provide to the Indenture Trustee an explanation of the Non-Renewal Risk or Credit Risk, including, if applicable, a copy of any written communication from the Tenant or Borrower related to such Non-Renewal Risk or Credit Risk, as well as a summary description of the anticipated Qualified Substitute Property, Qualified Substitute Hybrid Lease or Qualified Substitute Loan, as applicable.

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Section 7.07            Disposition Period.

During the Disposition Period, the Property Manager will be required to utilize efforts consistent with the Servicing Standard to cause all of the Leases, Properties and Mortgage Loans to be released from the Collateral Pool prior the Rated Final Payment Date by receiving payment of the Release Price for such Properties through the sale of such Properties to a third party or to a STORE SPE.

Section 7.08            Qualified Deleveraging Event.

In connection with an Early Refinancing Prepayment as permitted pursuant to the terms of any applicable Series Supplement, an Issuer may release Owned Properties, Hybrid Leases or Loans with an aggregate Allocated Loan Amount not to exceed the Qualified Release Amount; provided , however, the sum of the Collateral Value of such Released Assets, combined with all Released Assets released since August 23, 2012 by paying the Release Price, shall not exceed 25% of the Aggregate Collateral Value (measured as of the most recent Issuance Date); provided further, the release of such Released Assets (i) shall not trigger an Indenture Event of Default or Early Amortization Period (including but not limited to the Issuers’ obligations to maintain the 3-month Average DSCR), (ii) shall result in the Rating Condition being satisfied and (iii) shall not cause a Maximum Property Concentration to be exceeded (or if, prior to such release, an existing Maximum Property Concentration is already exceeded, the release of such Owned Properties will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such release).  Notwithstanding the foregoing, an exchange or sale of a Hybrid Lease, Loan or Property in connection with a Collateral Defect, Terminated Lease Properties, sales pursuant to the exercise of Third Party Purchase Options, Lease Transfer Properties, Risk-Based Substitutions or sales during the Disposition Period shall not be taken into consideration for purposes of the 25% maximum described in the prior sentence.  In addition, after each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been repaid in full, for any release of Owned Properties, Hybrid Leases or Loans in connection with a Qualified Deleveraging Event, (i) no Make Whole Amount shall be due with respect to such release and (ii) the Released Assets in connection with such release shall not be counted toward the calculation of all Released Assets subject to the 25% limitation described above.

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Section 7.09            Series Collateral Release.

(a)          Subject to any additional requirements set forth in any applicable Series Supplement, the Issuer may remove a Property from the Collateral Pool in connection with a Series Collateral Release. Any Series Collateral Release Price received on a Series Collateral Release shall be deposited into the Collection Account and applied by the Indenture Trustee on the date of such Series Collateral Release, at the direction of the Issuers, (A) to repay certain outstanding Notes as designated by the Issuers, in whole or in part, in accordance with Section 7.01 of the Indenture and/or (B) as Unscheduled Proceeds.

(b)            After such release, the released Property shall not be deemed to be a Property (except for the purposes of obligations under the Transaction Documents that are expressly provided to survive repayment in full of the Notes and satisfaction of the Mortgage).

(c)          No Series Collateral Release shall occur unless (i) the Rating Condition is satisfied, (ii) no Early Amortization Period will occur following such Series Collateral Release and (iii) the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been redeemed in full.

(d)            Any Series Collateral Release Prices that are required to be transferred from the Collection Account to the Release Account pursuant to the Indenture shall be treated as “Release Price” and applied in accordance with Section 3.05(b).

(e)            After each of the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series 2015-1 Notes and the Series 2016-1 Notes have been redeemed in full, releases in connection with a Qualified Deleveraging Event and releases in connection with a Series Collateral Release shall not be taken into consideration for the purposes of the limitations set forth in Sections 7.01(a) or 7.04(b).

(f)            In connection with a release of Properties or Loans pursuant to Section 7.11(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or Property Manager, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such Issuer or its designee the related Lease File or Loan File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease or Loan from the lien of the Indenture.

Section 7.10            Like-Kind Exchange . In the event that STORE Capital enters into a Master Exchange Agreement, the following restrictions shall apply:

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(a)         Property Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain the Exchange Account, in the name of the Qualified Intermediary that shall be administered and operated as provided in the Master Exchange Agreement and the Escrow Agreement.  The Exchange Account shall be an Eligible Account.  If the Exchange Account is not maintained in accordance with this Section 7.10, and the Indenture Trustee has received written notice thereof pursuant to Section 2.03(iii) of the Escrow Agreement, then  the Indenture Trustee and the Qualified Intermediary shall establish a new Exchange Account that complies with this Section 7.10 and transfer into the new Exchange Account all funds from the non-qualifying Exchange Account. The funds held in the Exchange Account may be held as cash or invested in Permitted Investments in accordance with the Escrow Agreement.

(b)            Subject to the limitations set forth in Section 7.01(a), each Issuer shall have the right to have released from the lien of the related Mortgage and the Indenture a Released Property for the purposes of consummating an Exchange in accordance with the terms of the Master Exchange Agreement. In connection with a release of Properties or Loans pursuant to this Section 7.09(a), upon the Indenture Trustee’s receipt of an Officer’s Certificate by the applicable Issuer or the Property Manager certifying that all conditions set forth herein have been satisfied, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, the Indenture Trustee shall release to such Issuer or its designee, which may include the Qualified Intermediary, the related Lease File and execute and deliver such instruments of release, transfer or assignment, in each case without recourse, that shall be provided to it by such Issuer and are reasonably necessary to release any Mortgage or other lien or security interest in such Property and the related Lease from the lien of the Indenture.

(c)            Any Replacement Property acquired by an Issuer pursuant to the Master Exchange Agreement shall satisfy the criteria set forth in the definition of “Qualified Substitute Property”.

(d)            No Issuer may transfer a Released Property to the Qualified Intermediary pursuant to this Section and the Master Exchange Agreement unless:

(i)            no Early Amortization Period or DSCR Sweep Period has occurred and is continuing or would result from the making of such transfer;

(ii)            the Termination Date has not occurred and is not then in effect;

(iii)         STORE Capital has deposited the related Exchange Cash Collateral pursuant to Section 7.11 ;

(iv)         the Required Conditions have been satisfied; and

(v)            the representations and warranties of the Qualified Intermediary in the Master Exchange Agreement are true and correct on and as of the date of such transfer with the same effect as though made on and as of such date.

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(e)            The Relinquished Property Proceeds deposited into the Exchange Account in connection with the sale or disposition of a Relinquished Property shall be an amount equal to or greater than the Fair Market Value of such Relinquished Property.

(f)            Relinquished Property Proceeds transferred from the Exchange Account to the Release Account pursuant to the Escrow Agreement shall be applied in accordance with Section 3.05(b).

(g)            In no event shall funds in the Release Account, the Collection Account or the Exchange Reserve Account or any other funds that are subject to the lien of the Indenture be utilized as Additional Subsidies for the purposes of acquiring a Replacement Property pursuant to the Master Exchange Agreement. In no event shall STORE Capital directly deposit any Additional Subsidies into the Exchange Account; provided, that STORE Capital may elect to make a capital contribution to the applicable Issuer and cause such Issuer to deposit such amounts into the Exchange Account as Additional Subsidies.

(h)            For the avoidance of doubt, the Indenture Trustee shall not have the benefit, directly or indirectly, of a lien on any amounts on deposit in the Exchange Account.

(i)            Any Replacement Property acquired by an Issuer pursuant to the Master Exchange Agreement shall constitute Collateral and become subject to the lien of the Indenture in accordance with the terms thereof.

To the extent that the Master Exchange Agreement or the Escrow Agreement requires the Property Manager or any Issuer to provide written instruction to the Escrow Agent directing the transfer of Relinquished Property Proceeds from the Exchange Account to the Release Account, the Property Manager or such Issuer, as applicable, shall promptly deliver such written instruction in accordance with the terms of the Master Exchange Agreement and the Escrow Agreement; provided, that in no event shall Additional Subsidies be transferred from the Exchange Account to the Release Account.

Section 7.11            Exchange Reserve Account.

(a)          In the event that STORE Capital enters into a Master Exchange Agreement, Property Manager shall instruct the Indenture Trustee to, and the Indenture Trustee shall, establish and maintain a segregated account in the name of the Indenture Trustee (the “ Exchange Reserve Account ”).  The Exchange Reserve Account shall be an Eligible Account. Initially, the Exchange Reserve Account bank shall be Citibank, N.A.  If the Exchange Reserve Account is not maintained in accordance with this Section 7.11, then the Property Manager shall, within five (5) Business Days of obtaining knowledge of such fact, provide written notice to the Indenture Trustee, and, upon receipt of such notice, the Indenture Trustee shall establish a new Exchange Reserve Account that complies with this Section 7.11 and transfer into the new Exchange Reserve Account all funds from the non-qualifying Exchange Reserve Account. With respect to each such “Exchange” as defined in the Master Exchange Agreement, STORE Capital shall deposit or cause to be deposited into the Exchange Reserve Account, Exchange Cash Collateral in accordance with this Section 7.11.

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(b)          If on any Determination Date, in connection with a transfer of a Released Property to the Qualified Intermediary pursuant to Section 7.10 and the Master Exchange Agreement (i) there are Relinquished Property Proceeds in the Exchange Account or (ii) there will be Relinquished Property Proceeds in the Exchange Account after giving effect to such transfer (at any time, the amount deposited into the Exchange Account, the “ Exchange Amount ”), in each case STORE Capital shall deposit an equivalent amount into the Exchange Reserve Account (any such amounts deposited into the Exchange Reserve Account, the “ Exchange Cash Collateral ”).

(c)            At any time that the Exchange Amounts are reduced to zero, the Indenture Trustee shall transfer all of the Exchange Cash Collateral to STORE Capital; provided , that STORE Capital has delivered an Officer’s Certificate to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, certifying that the Exchange Amounts have been reduced to zero; provided , further that if an Early Amortization Period is in effect, all amounts on deposit in the Exchange Reserve Account shall be immediately transferred as Unscheduled Proceeds to the Collection Account and applied as Unscheduled Principal Payments on the Payment Date following the commencement of such Early Amortization Period.

(d)          On or before any Required Transfer Instruction Date, the Property Manager or the Special Servicer shall deliver a notice to the Indenture Trustee, upon which the Indenture Trustee shall be permitted to fully rely and shall have no liability for so relying without any obligation to confirm or verify, stating the Required Transfer Instruction Date and the amount of Relinquished Property Proceeds that are required to be transferred from the Exchange Account to the Release Account pursuant to the terms of the Master Exchange Agreement and the Escrow Agreement.  If such Relinquished Property Proceeds are not deposited into the Release Account on or before the third (3rd) Business Day following such Required Transfer Instruction Date (such Relinquished Property Proceeds, the “ Delayed Proceeds ”), an amount equal to the lesser of (i) such Delayed Proceeds and (ii) the then-current amount of Exchange Cash Collateral will be transferred from the Exchange Reserve Account to the Collection Account and treated as Unscheduled Proceeds (the date of such transfer, the “ Exchange Reserve Transfer Date ”).

(e)            If, following the Exchange Reserve Transfer Date , the related Delayed Proceeds are transferred from the Exchange Account to the Release Account, and an Early Amortization Period is not then in effect, the amount of such Delayed Proceeds will be reduced by the amount of such Exchange Cash Collateral (such amount as reduced, the “ Adjusted Delayed Proceeds ”) and (i) such Adjusted Delayed Proceeds will remain in the Release Account and (ii) the excess of the amounts of such Delayed Proceeds over the Adjusted Delayed Proceeds will be remitted to STORE Capital. For the avoidance of doubt, if an Early Amortization Period is in effect, all Delayed Proceeds deposited into the Release Account shall immediately be transferred to the Collection Account and treated as Unscheduled Proceeds.

Section 7.12            Triple A Release Event

Notwithstanding anything to the contrary herein, if any Triple A Notes are Outstanding on their related Triple A Release Date, the Property Manager shall use commercially reasonable efforts to sell Hybrid Leases, Loans and/or Owned Properties in an amount equal to 25% of the Aggregate Collateral Value, taking into account the aggregate Collateral Value of all Released Assets released since the Initial Closing Date. Any Release Price collected in connection with a Triple A Release Event shall be deposited as Unscheduled Proceeds into the Collection Account and shall be included in the Available Amount on the following Payment Date.

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ARTICLE VIII

TERMINATION

Section 8.01            Termination.

The respective obligations and responsibilities under this Agreement of the Property Manager, the Special Servicer, the Back-Up Manager and each Issuer shall terminate upon the satisfaction of the indebtedness evidenced by the Notes, whereupon the Indenture Trustee shall execute and deliver to the Issuers such instruments of release, transfer or assignment, in each case without recourse, as shall be provided to it by the Issuers and reasonably necessary to release any lien or security interest in the subject Mortgage Loans, Properties and Leases.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01            Amendment.

Subject to the provisions of the Indenture governing amendments, supplements and other modifications to this Agreement, this Agreement may be amended by the parties hereto from time to time but only by the mutual written agreement signed by the parties hereto. The Property Manager shall furnish to each party hereto and to each Issuer a fully executed counterpart of each amendment to this Agreement.

The parties hereto agree that no modifications or amendments will be made to the Indenture, any Series Supplement or other Transaction Documents without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such modification or amendment, regardless of whether such person is a party to such agreement.

Section 9.02            Counterparts.

This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original whether delivered in physical or electronic form, and all such counterparts shall constitute but one and the same instrument.

Section 9.03            Governing Law.

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THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.04            Notices.

All notices, requests and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to:

(a)            in the case of the Property Manager and the Special Servicer, 8501 E. 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, facsimile number: 480-256-1101;

(b)            in the case of any Issuer, 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, facsimile number: 480-256-1101, or such address as provided in any Joinder Agreement;

(c)            in the case of the Indenture Trustee, 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services-STORE Master Funding; facsimile number: 212-816-5527;

(d)            in the case of the applicable Rating Agency, Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group - Structured Credit; and

(e)            in the case of the Back-Up Manager, KeyBank National Association, 11501 Outlook St., Suite 300, Overland Park, KS 66211, Attention: W. Todd Reynolds;

or, as to each such Person, to such other address and facsimile number as shall be designated by such Person in a written notice to parties hereto. Any notice required or permitted to be delivered to a holder of Issuer Interests or Notes shall be deemed to have been duly given if mailed by first class mail, postage prepaid, at the address of such holder as shown in the register maintained for such purposes under the applicable Limited Liability Company Agreement and the Indenture, respectively. Any notice so mailed within the time prescribed in this Agreement shall conclusively be presumed to have been duly given, whether or not such holder receives such notice.

Section 9.05            Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

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Section 9.06            Effect of Headings and Table of Contents.

The article and section headings and the table of contents herein are for convenience of reference only and shall not limit or otherwise affect the construction hereof.

Section 9.07            Notices to the Rating Agencies and Others.

(a)            The Indenture Trustee shall promptly provide notice to the applicable Rating Agency with respect to each of the following of which the Indenture Trustee has actual knowledge:

(i)            any material change or amendment to this Agreement;

(ii)            the occurrence of any Servicer Replacement Event that has not been cured; and

(iii)          the resignation or termination of the Property Manager or the Special Servicer and the appointment of a successor.

(b)            The Property Manager shall promptly provide notice to the applicable

(i)            Rating Agency with respect to each of the following of which it has actual knowledge:

(ii)          the resignation or removal of the Indenture Trustee and the appointment of a successor;

(iii)         any change in the location of the Collection Account;

(iv)         any change in the identity of a Tenant or Borrower; and

(v)            any addition or removal of a Mortgage Loan or Property from the Collateral.

(c)          Each of the Property Manager and the Special Servicer, as the case may be, shall furnish the applicable Rating Agency such information with respect to the Mortgage Loans, Leases and Properties as such Rating Agency shall reasonably request and that the Property Manager or the Special Servicer, as the case may be, can reasonably provide.

(d)            Each of the Property Manager and the Special Servicer, as the case may be, shall promptly furnish the applicable Rating Agency and the Issuers with copies of the following items:

(i)            each of its quarterly statements as to compliance described in Section 3.11; and

(ii)          each report prepared by it pursuant to Section 4.01. 102

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(e)          Any Officer’s Certificate, Opinion of Counsel, report, notice, request or other material communication prepared by the Property Manager, the Special Servicer, each Issuer, the Issuer Members on behalf of the Issuers, or the Indenture Trustee, or caused to be so prepared, for dissemination to any of the parties to this Agreement or any holder of Notes or Issuer Interests shall also be concurrently forwarded by such Person to STORE Capital, the Issuers and the Initial Purchasers to the extent not otherwise required to be so forwarded. Any Officer’s Certificate delivered under this Agreement or any other Transaction Document shall be deemed to have been delivered by the Person which is a party to this Agreement with respect to which the same was delivered, and under no circumstances shall the officer or other person executing the same have any personal liability under or in connection with any Officer’s Certificate executed by it.

Section 9.08            Successors and Assigns: Beneficiaries.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of each Issuer and the Noteholders. No other person, including any Tenant or Borrower, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.

Section 9.09            Complete Agreement.

This Agreement embodies the complete agreement among the parties with respect to the subject matter hereof and may not be varied or terminated except by a written agreement conforming to the provisions of Section 9.01. All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.

Section 9.10            Consent to Jurisdiction.

Any action or proceeding against any of the parties hereto relating in any way to this Agreement may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and each of the parties hereto irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. Each of the parties hereto hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 9.11            No Proceedings.

Each of the Property Manager and the Special Servicer hereby agrees that it shall not institute against, or join any other person or entity in instituting against, any Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any federal or state bankruptcy or similar law (including the U.S. Bankruptcy Code), for two years and 31 days after the last Note issued by any Issuer is paid in full. The agreements in this paragraph shall survive termination of this Agreement.

106
Section 9.12            Cooperation.

Each party hereto and each Noteholder (by its acceptance of a Note) hereby agrees to act diligently in responding to a request made by any other party to this Agreement and agrees to reasonably cooperate with the requesting party in connection with the subject matter.

Section 9.13            Acknowledgment of Receipts by Indenture Trustee.

Upon request, within ten (10) Business Days after its receipt of any notice, document or other delivery pursuant to any Transaction Document, the Indenture Trustee shall acknowledge its receipt of the same in writing delivered to the party that delivered the same to the Indenture Trustee.

107
IN WITNESS WHEREOF, the Issuers, the Property Manager and Special Servicer, the Back-Up Manager and the Indenture Trustee have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

 
STORE CAPITAL CORPORATION, a Maryland corporation, as Property Manager and Special Servicer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING I, LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING II, LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING III, LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING IV, LLC, a Delaware limited, liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING V, LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 

Fifth A&R Property Management Agreement (STORE 2018-1)

 
STORE MASTER FUNDING VI LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 
       
 
STORE MASTER FUNDING VII LLC, a Delaware limited liability company, as Issuer
 
     
 
By:
   
 
Name:
Michael T. Bennett
 
 
Title:
Executive Vice President - General Counsel
 

Fifth A&R Property Management Agreement (STORE 2018-1)

 
CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee
 
     
 
By:
   
 
Name:
   
 
Title:
   

Fifth A&R Property Management Agreement (STORE 2018-1)

 
KEYBANK NATIONAL ASSOCIATION, as Back-Up Manager
 
     
 
By:
   
 
Name:
   
 
Title:
   

Fifth A&R Property Management Agreement (STORE 2018-1)

STATE OF                            

COUNTY OF   ____________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE CAPITAL CORPORATION, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF ____________

COUNTY OF   _____________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING I, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF ____________

COUNTY OF   _______________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING II, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF ____________

COUNTY OF   ______________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING III, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING IV, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING V, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING VI, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of STORE MASTER FUNDING VII, LLC, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _________, before me, a notary public in and for said State, personally appeared _____________ known to me to be the ______________ of CITIBANK, N.A., and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

STATE OF   ___________

COUNTY OF _________________

On the ___ day of _____________, before me, a notary public in and for said State, personally appeared ____________ known to me to be the ______________ of KEYBANK NATIONAL ASSOCIATION, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

EXHIBIT A

[RESERVED]

EXHIBIT A-1

EXHIBIT B-1

FORM OF REQUEST FOR RELEASE – PROPERTY MANAGER

[Date]

Citibank, N.A., not in its individual capacity
but solely as Indenture Trustee
388 Greenwich Street
New York, New York 10013
Attention:  Citibank Agency & Trust-STORE Master Funding

STORE Master Funding I, LLC
STORE Master Funding II, LLC
STORE Master Funding III, LLC
STORE Master Funding IV, LLC
STORE Master Funding V, LLC
STORE Master Funding VI, LLC
STORE Master Funding VII, LLC
8377 E. Hartford Drive, Suite 100
Scottsdale, Arizona, 85255
Attention: Secretary

[ADDITIONAL ISSUERS]
[____________]
[____________]

 
Re:
STORE Master Funding, Net-Lease Mortgage Notes

In connection with the administration of the Lease Files and Loan Files held by or on behalf of you as trustee under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 (the “ Property Management Agreement ”), among STORE Master Funding I, LLC, as an Issuer, STORE Master Funding II, LLC, as an Issuer, STORE Master Funding III, LLC, as an Issuer, STORE Master Funding IV, LLC, as an Issuer, STORE Master Funding V, LLC, as an Issuer, STORE Master Funding VI, LLC, as an Issuer, STORE Master Funding VII, LLC, as an Issuer, the undersigned, as property manager (the “ Property Manager ”) and special servicer (the “ Special Servicer ”), KeyBank National Association, as back-up manager (the “ Back-Up Manager ”), and Citibank, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), the undersigned as Property Manager hereby requests a release of the [Lease Files] [and] [Loan Files] (or the portion thereof specified below) held by the Custodian on behalf of the Indenture Trustee with respect to the following described [Lease] [and] [Mortgage Loan] for the reason indicated below.

[Tenant’s Name:
Address:

Lease No.:]

EXHIBIT B-1-1

[Borrower’s Name:
Address:
Mortgage Loan No.:]

If only particular documents in the [Lease File] [and] [Loan File] are requested, please specify which:

Reason for requesting [Lease File] [and] [Loan File] (or portion thereof):


   
1.
[Lease] [Mortgage Loan] paid in full and terminated.
     
The undersigned hereby certifies that all amounts received in connection with the [Lease] [Mortgage Loan] that are required to be deposited in the Collection Account pursuant to the Property Management Agreement, have been or will be so deposited.
   
2.
Other. (Describe)

The undersigned acknowledges that the above [Lease File] [and] [Loan File] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Property Management Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, [unless the Lease has become a Liquidated Lease, in which case the Lease File (or such portion thereof) will be retained by us permanently].

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Property Management Agreement.

 
STORE CAPITAL CORPORATION,
 
 
a Maryland Corporation,
 
 
as Property Manager and Special Servicer
 
     
 
By:
     
   
Name:
   
Title:

EXHIBIT B-1-2

EXHIBIT B-2

FORM OF REQUEST FOR RELEASE – SPECIAL SERVICER

[Date]

STORE Master Funding I, LLC
STORE Master Funding II, LLC
STORE Master Funding III, LLC
STORE Master Funding IV, LLC
STORE Master Funding V, LLC
STORE Master Funding VI, LLC
STORE Master Funding VII, LLC
8377 E. Hartford Drive, Suite 100
Scottsdale, Arizona, 85255
Attention: Secretary

[ADDITIONAL ISSUERS]
[____________]
[____________]



 
Re:
STORE Master Funding, Net-Lease Mortgage Notes

In connection with the administration of the Lease Files and Loan Files held by or on behalf of you as trustee under a certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 (the “ Property Management Agreement ”), among STORE Master Funding I, LLC, as an Issuer, STORE Master Funding II, LLC, as an Issuer, STORE Master Funding III, LLC, as an Issuer, STORE Master Funding IV, LLC, as an Issuer, STORE Master Funding V, LLC, as an Issuer, STORE Master Funding VI, LLC, as an Issuer, STORE Master Funding VII, LLC, as an Issuer, the undersigned, as property manager (the “ Property Manager ”) and special servicer (the “ Special Servicer ”), Citibank, N.A., not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), and KeyBank National Association, as back-up manager (the “ Back-Up Manager ”), the undersigned as Property Manager hereby requests a release of the [Lease Files] [and] [Loan Files] (or the portion thereof specified below) held by the Custodian on behalf of the Indenture Trustee with respect to the following described [Lease] [and] [Mortgage Loan] for the reason indicated below.

[Tenant’s Name:
Address:
Loan No.:]

[Borrower’s Name:
Address:
Mortgage Loan No.:]
EXHIBIT B-2-1

If only particular documents in the [Lease File] [and] [Loan File] are requested, please specify which:

Reason for requesting [Lease File] [and] [Loan File] (or portion thereof):

   
1.
The [Tenant] [Borrower] is being evicted.
   
2.
Other. (Describe)

The undersigned acknowledges that the above [Lease File] [and] [Loan File] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Property Management Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless (i) the [Tenant] [Borrower] is being evicted, in which case the [Lease File] [and] [Loan File] (or such portion thereof) will be returned when no longer required by us for such purpose, or (ii) we deliver to the Indenture Trustee an Officer’s Certificate stating that the Lease has become a Liquidated Lease and all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account pursuant to Section 3.02(a) have been or will be so deposited.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Property Management Agreement.

 
STORE CAPITAL CORPORATION,
 
 
a Maryland Corporation,
 
 
as Property Manager and Special Servicer
 
     
 
By:
     
   
Name:
   
Title:

EXHIBIT B-2-2

EXHIBIT C-1

FORM OF NOTICE AND ACKNOWLEDGMENT OF
DESIGNATION OF REPLACEMENT SPECIAL SERVICER

[Date]

Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041

 
Re:
STORE Master Funding, Net-Lease Mortgage Notes

Ladies and Gentlemen:

This notice is being delivered pursuant to Section 5.06 of a certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 (the “ Agreement ”), among STORE Master Funding I, LLC, as an Issuer, STORE Master Funding II, LLC, as an Issuer, STORE Master Funding III, LLC, as an Issuer, STORE Master Funding IV, LLC, as an Issuer, STORE Master Funding V, LLC, as an Issuer, STORE Master Funding VI, LLC, as an Issuer, STORE Master Funding VII, LLC, as an Issuer, STORE Capital Corporation, as property manager (the “ Property Manager ”) and special servicer (the “ Special Servicer ”), Citibank, N.A., not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), and KeyBank National Association, as back-up manager (the “ Back-Up Manager ”). Capitalized terms used but not otherwise defined herein shall have respective meanings assigned to them in the Agreement.

Notice is hereby given that the [            ] has designated ________________________ to serve as the Special Servicer under the Agreement.

The designation of              as Special Servicer will become final if certain conditions are met and the applicable Rating Agency delivers to the Issuers and the Indenture Trustee written confirmation that if the person designated to become the Special Servicer were to serve as such, such event would not result in the downgrade, qualification or withdrawal of the higher of (i) such Rating Agency’s then current ratings of the Notes and (ii) the rating of the Notes at the time of the original issuance thereof. Accordingly, such confirmation is hereby requested as soon as possible.

Please acknowledge receipt of this notice by signing the enclosed copies of this notice where indicated below and returning them to each of the Issuers and the Indenture Trustee, in the enclosed stamped self-addressed envelope.

EXHIBIT C-1-1

 
Very truly yours,
 
      
 
as Indenture Trustee
 
     
 
By:
   
 
Name:
   
 
Title:
   

Receipt acknowledged:

STANDARD & POOR’S RATING SERVICES
 
   
By:
     
 
Name:
   
 
Title:
   
 
Date:
   

EXHIBIT C-1-2

EXHIBIT C-2

FORM OF ACKNOWLEDGMENT BY
PROPOSED SPECIAL SERVICER ACCEPTING APPOINTMENT

[Date]

STORE Master Funding I, LLC
STORE Master Funding II, LLC
STORE Master Funding III, LLC
STORE Master Funding IV, LLC
STORE Master Funding V, LLC
STORE Master Funding VI, LLC
STORE Master Funding VII, LLC
8377 E. Hartford Drive, Suite 100
Scottsdale, Arizona, 85255
Attention: Secretary

[ADDITIONAL ISSUERS]
[____________]
[____________]

Citibank, N.A., not in its individual capacity
but solely as Indenture Trustee
388 Greenwich Street
New York, New York 10013
Attention: Citibank Agency & Trust-STORE Master Funding

 
Re:
STORE Master Funding, Net-Lease Mortgage Notes

Ladies and Gentlemen:

Pursuant to Section 5.06 of the Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 (the “ Agreement ”), among STORE Master Funding I, LLC, as an Issuer, STORE Master Funding II, LLC, as an Issuer, STORE Master Funding III, LLC, as an Issuer, STORE Master Funding IV, LLC, as an Issuer, STORE Master Funding V, LLC, as an Issuer, STORE Master Funding VI, LLC, as an Issuer, STORE Master Funding VII, LLC, as an Issuer, STORE Capital Corporation, as property manager (the “ Property Manager ”) and special servicer (the “ Special Servicer ”), Citibank, N.A., not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), and KeyBank National Association, as back-up manager (the “ Back-Up Manager ”), the undersigned hereby agrees with all the other parties to the Agreement that the undersigned shall serve as Special Servicer under, and as defined in, the Agreement.  The undersigned hereby acknowledges that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the full extent indicated therein in the capacity of Special Servicer. The undersigned hereby makes, as of the date hereof, the representations and warranties set forth in Section 2.01 of the Agreement, with the following corrections with respect to type of entity and jurisdiction of organization: .

EXHIBIT C-2-1

 
[NAME OF ENTITY]
 
     
 
By:
   
   
Name:
 
   
Title:
 

EXHIBIT C-2-2

EXHIBIT D

FORM OF LIMITED POWERS OF ATTORNEY
FROM ISSUER OR INDENTURE TRUSTEE

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, pursuant to a certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 ( the “ Agreement ”), among STORE Master Funding I, LLC, as an Issuer, STORE Master Funding II, LLC, STORE Master Funding III, LLC, as an Issuer, STORE Master Funding IV, LLC, as an Issuer, STORE Master Funding V, LLC, as an Issuer, STORE Master Funding VI, LLC, as an Issuer, STORE Master Funding VII, LLC, as an Issuer, STORE Capital Corporation, as property manager (the “ Property Manager ”) and special servicer (the “ Special Servicer ”), KeyBank National Association, as back-up manager (the “ Back-Up Manager ”), and Citibank, N.A., not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), the [Property Manager] [Special Servicer] (hereafter, the “ Servicer ”) administers and services certain “Mortgage Loans,” “Properties” and “Leases” as such terms are defined in the Agreement, in accordance with the terms of the Agreement and such Leases and Mortgage Loans; and,

WHEREAS, pursuant to the terms of the Agreement, the Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration subject to the terms of the Agreement; and

WHEREAS, the [RELEVANT ISSUER] [Indenture Trustee] (hereafter, the “ Grantor ”) has been requested by the Servicer pursuant to the Agreement to grant this Limited Power of Attorney to the Servicer to enable it to execute and deliver, on behalf of the Grantor, certain documents and instruments related to the Mortgage Loans, Properties and Leases, thereby empowering the Servicer to take such actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance with the Agreement.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

The Grantor does make, constitute and appoint STORE Capital Corporation, a Maryland corporation, its true and lawful agent and attorney in fact with respect to the Mortgage Loans, Properties and Leases held by the Grantor, in its name, place and stead, to (A) prepare, execute and deliver: (i) any and all UCC Financing Statements, continuation statements and other documents or instruments necessary to maintain the validity, enforceability, perfection and priority of the Grantor’s interest in any real property (collectively, the “ Property ”) and any Lease or Mortgage Loan with respect to any Property; (ii) subject to the provisions of the Agreement, any and all modifications, waivers, consents, assumptions, amendments or subordinations with respect to a Lease or Mortgage Loan or documents relating thereto; and (iii) any and all instruments necessary or appropriate for the eviction of any Tenant under a Lease or foreclosure with respect to and Mortgage Loan serviced by the Servicer and consistent with the authority granted by the Agreement; and (B) to take any and all actions on behalf of the Grantor in connection with maintaining and defending the enforceability of any such Lease obligation or Mortgage Loan, including but not limited to the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement of said Lease obligation or Mortgage Loan in accordance with the terms of the Agreement.

EXHIBIT D-1

ARTICLE I

The enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Property Manager as the Grantor’s attorney in fact of full power and authority with respect to the Mortgage Loans, Leases and Properties to execute and deliver any such documents, instrument or other writing as fully, in all intents and purposes, as Grantor might or could do if personally present. The Grantor hereby ratifies and confirms whatsoever such attorney in fact shall and may do by virtue hereof, and the Grantor agrees and represents to those dealing with such attorney in fact that they may rely upon this power of attorney until termination of the power of attorney under the provisions of Article III below. The Servicer may not exercise any right, authority or power granted by this instrument in a manner that would violate the terms of the Agreement or the Servicing Standard imposed on the Servicer by the Agreement, but any and all third parties dealing with Servicer as the Grantor’s attorney in fact may rely completely, unconditionally and conclusively on the Servicer’s authority and need not make inquiry about whether the Servicer is acting pursuant to the Agreement or such standard. Any trustee, title company or other third party may rely upon a written statement by the Servicer that any particular lease or property in question is subject to and included under this power of attorney and the Agreement.

ARTICLE II

An act or thing lawfully done hereunder by the Servicer shall be binding on the Grantor and the Grantor’s successor and assigns.

ARTICLE III

This power of attorney shall continue in full force and effect from the date hereof until the earliest occurrence of any of the following events, unless sooner revoked in writing by the Grantor:

(i)            the suspension or termination of this limited power of attorney by the Grantor;

(ii)          the transfer of the Servicer’s servicing rights and obligations as the [Property Manager] [Special Servicer] under the Agreement from the Servicer to another servicer;

(iii)         the appointment of a receiver or conservator with respect to the business of the Servicer;

(iv)         the filing of a voluntary or involuntary petition in bankruptcy by or against the Servicer; or

(v)          the occurrence of a Servicer Replacement Event.

EXHIBIT D-2

Nothing herein shall be deemed to amend or modify the Agreement or the respective rights, duties or obligations of the Grantor or the Servicer thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.

IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the ____ day of _____________________________________, __________.

 
[STORE Master Funding I, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
       
 
By:
[ISSUER MEMBER], its [     ]
 
       
   
By: [_________________]
 
       
     
By:
   
     
Name:
   
 
 
Title:
  ]  

 
[STORE Master Funding II, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
[ISSUER MEMBER], its [  ]
 
         
   
By: [_________________]
 
       
     
By:
   
     
Name:
   
     
Title:
   

 
[STORE Master Funding III, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
[ISSUER MEMBER], its [  ]
 
       
   
By: [_________________]
   
         
     
By:

 
     
Name:
   
     
Title:
   

EXHIBIT D-3

 
[STORE Master Funding IV, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
   
 
By:
[ISSUER MEMBER], its [  ]
 
       
   
By: [_________________]
 
       
     
By:
   
     
Name:
   
     
Title:
   

 
[STORE Master Funding V, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
[ISSUER MEMBER], its [   ]
 
       
   
By: [_________________]
 
       
     
By:
   
     
Name:
   
     
Title:
   

 
[STORE Master Funding VI, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
[ISSUER MEMBER], its [     ]
 
       
   
By: [_________________]
 
       
     
By:
   
     
Name:
   
     
Title:
   

 
[STORE Master Funding VII, LLC, as Issuer under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
[ISSUER MEMBER], its [     ]
 
           
   
By: [_________________]
 
           
     
By:
   
     
Name:
   
     
Title:
   

EXHIBIT D-4

 
[CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
     
 
By:
   
 
Name:
   
 
Title:
]
 

EXHIBIT D-5

STATE OF            )

                            )            ss.:

COUNTY OF       )

On the ___ day of __________, ______, before me, a notary public in and for said State, personally appeared ______________________, known to me to be a _____________ of [[ISSUER MEMBER] [          ], one of the entities that executed the within instrument as sole member of STORE Master Funding [I][II][III][IV][V][VI][VII], LLC], and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 
Notary Public
 

[Notarial Seal]

EXHIBIT D-6

EXHIBIT E

FORM OF ESTOPPEL CERTIFICATE, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

EXHIBIT E-1

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

THIS AGREEMENT is made as of ______________________, 201__, among CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee under the Indenture, as hereinafter defined (“Trustee”), _____________, a , (“Tenant”), and [ISSUER NAME], a Delaware limited liability company, its successors and assigns (“Landlord”).

WITNESSETH:

WHEREAS, Landlord and Tenant are parties to a certain Lease, dated December 30, 1998, which lease and all amendments, modifications, assignments, subleases and other agreements related thereto are attached hereto as Exhibit A and incorporated herein by this reference (collectively, the “Lease”), which Lease relates to the premises described therein (the “Premises”), and

WHEREAS, Trustee is the Indenture Trustee under an Indenture dated as of even date herewith among Trustee and Landlord (the “Indenture”) pursuant to which Landlord shall issue notes or bonds in the principal amount of approximately $[          ] (the “Loan”), the Loan being secured, in part, by a mortgage, deed of trust or security deed (collectively, the “Mortgage”) and an assignment(s) of leases and rents from the Landlord to Trustee, both dated as of even date herewith and recorded concurrently herewith covering the Premises; and

WHEREAS, Tenant has agreed that the Lease shall be subject and subordinate to the Mortgage held by Trustee, provided Tenant is assured of continued occupancy of the Premises under the terms of the Lease;

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Lease to the contrary, it is hereby agreed as follows:

1.            Subordination of Lease . Trustee, Tenant and Landlord do hereby covenant and agree that the Lease with all rights, options, liens and charges created thereby, is and shall continue to be subject and subordinate in all respects to the Mortgage and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder.

2.            Non-disturbance of Tenant . Trustee does hereby agree with Tenant that, in the event Trustee becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as there exists no event of default under the Lease (a) Trustee will take no action which will interfere with or disturb Tenant’s possession or use of the Premises or other rights under the Lease, and (b) the Premises shall be subject to the Lease and Trustee shall recognize Tenant as the tenant of the Premises for the remainder of the terms of the Lease in accordance with the provisions thereof including, but not limited to the negotiation rights provided to Tenant under Article [_____] of the Lease, provided, however, that Trustee shall not be subject to any offsets or defenses which Tenant might have against any prior landlord except those which arose under the provisions of the Lease out of such landlord’s default and accrued after Tenant had notified Trustee and given Trustee the opportunity to cure same as hereinbelow provided, nor shall Trustee be liable for any act or omission of any prior landlord, nor shall Trustee be bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord nor shall it be bound by any amendment or modification of the Lease made without its consent.

EXHIBIT E-2

3.            Attornment by Tenant . Tenant does hereby agree with Trustee that, in the event Trustee becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Trustee as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. In such event, Trustee shall not be liable for any act or omission of any prior landlord, liable for return of the security deposit unless same was actually delivered to Trustee, bound by any amendment or modification to or consent or waiver under or assignment of the Lease made without its consent except to the extent permitted without Trustee’s consent pursuant to the Indenture, bound by any rent paid more than thirty (30) days in advance, or be subject to any set-off or defense Tenant might have had against any prior landlord except as set forth in paragraph 2 above. Tenant further covenants and agrees to execute and deliver upon request of Trustee or its assigns, an appropriate Agreement of Attornment to Trustee and any subsequent titleholder of the Premises reflecting the maters contained in this paragraph 3.

4.            Curative Rights, Modification of Lease, and Advance Payment of Rent . So long as the Mortgage remains outstanding and unsatisfied:

(a)            Tenant will mail or deliver to Trustee, at the address and in the manner hereinbelow provided, a copy of all notices permitted or required to be given to the Landlord by Tenant under and pursuant to the terms and provisions of the Lease. At any time before the rights of the Landlord shall have been forfeited or adversely affected because of any default of the Landlord, or within the time permitted the Landlord for curing any default under the Lease as therein provided, Trustee may, but shall have no obligation to, pay any taxes and assessments, make any repairs and Improvements, make any deposits or do any other act or thing required of the Landlord by the terms of the Lease; and all payments so made and all things so done and performed by Trustee shall be as effective to prevent the rights of the Landlord from being forfeited or adversely affected because of any default under the Lease as the same would have been if done and performed by the Landlord.

5.            Limitation of Liability . Trustee shall have no liability whatsoever hereunder prior to becoming the owner of the Premises; and Tenant agrees that if Trustee becomes the owner of the Premises, Tenant shall look solely to the estate or interest of Trustee in the Premises for satisfaction of any obligation which may be or become owing by Trustee to Tenant hereunder or under the Lease.

6.            Landlord and Tenant Certifications . Landlord and Tenant hereby certify to Trustee that the Lease has been duly executed by Landlord and Tenant and is in full force and effect, that the Lease and any modifications and amendments specified herein are a complete statement of the agreement between Landlord and Tenant with respect to the leasing of the Premises, and the Lease has not been modified or amended except as specified herein; that to the knowledge of Landlord and Tenant, no party to the Lease is in default thereunder; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date; and that Tenant, as of this date, has no charge, lien or claim of offset under the Lease, or otherwise, against the rents or other charges due or to become due thereunder or if any such matter exists, then it is as follows:

EXHIBIT E-3

NONE

7.            Tenant Estoppel Certifications . With the knowledge that Trustee, as beneficiary of the mortgage encumbering the premises, will place substantial reliance thereon in connection with the closing and funding of the Loan, Tenant hereby makes the following certifications:

(a)            The term of the Lease commenced on ______________, and will terminate on _______________, unless earlier terminated pursuant to the provisions of the Lease.

(b)            The Lease, as described above, has not been modified, amended, assigned or subleased except as set forth in Exhibit A attached hereto, and is in good standing and in full force and effect.

(c)            The Lease provides for rental payments over the term of the Lease, all as specifically provided in the Lease. For the first year of the lease term, monthly payments of rent in the amount of $ _________ are due on the first (1st) day of each month. Tenant has made all payments of rent due.

(d)            Tenant has paid a security deposit of $ _________ under the Lease in the form of a letter of credit.

(e)            To Tenant’s knowledge there are no defaults by Landlord under the Lease and there are no existing circumstances which, with the passage of time, or notice, or both, would give rise to a default under the Lease except as follows:

NONE

(f)            Tenant has accepted and is occupying the Premises, and Landlord has no unperformed obligation under the Lease to construct any Improvements for the Tenant related to the Premises.

(g)            Tenant has no charge, lien, claim of set-off or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, or covenants contained therein except as follows:

EXHIBIT E-4
NONE

(h)            Tenant has received no notice from any insurance company of any defects or inadequacies in the Premises or in any part thereof which would adversely affect the insurability of the Premises except as follows:

NONE

(i)            Except as provided in the Lease, Tenant does not have any right or option to purchase the Premises.

(j)            Except as provided in the Lease, Tenant does not have any rights or options to renew the Lease or to lease additional space in any building owned by the Landlord.

(k)            Tenant’s enjoyment of the Premises has been peaceful and undisturbed and Tenant knows of no facts by reason of which possession of the Premises might be disputed or questioned, or by reason of which any claim to the Premises or any portion thereof might be asserted adversely to such possession except as follows:

NONE

(l)            There are no tenancies, leases, occupancies or parties in possession of the Premises other than under the Lease except as follows:

NONE

(m)          Tenant has not received any notice of any supplemental taxes and/or assessments affecting the Premises except as follows:

NONE

(n)          There are no unpaid charges for taxes, water and/or sewer services, or other utility charges, or unpaid special assessments for items such as Improvements for sidewalks, curbs, gutters, sewers, storm water assessments, etc., not shown as existing liens in the public records except as follows:

NONE

(o)            There are no unpaid bills or claim for labor or services performed or materials furnished or delivered during the last twelve (12) months for alterations, repair, work, or new construction on the Premises except as follows:

NONE

(p)            The building or buildings located on the Premises are complete and have been paid for in full except as follows:

EXHIBIT E-5

NONE

(q)          Since the date of the Survey of the Premises by ______________, of ______________________ (the “Survey”), there have been no additions, modifications or alterations to the Improvements on the Premises which have resulted in any changes to the distances between the walls of the Improvements and the lot lines shown thereon; and there have been no changes to the lot lines, nor any fences erected or free standing Improvements placed along said lot line except as follows:

NONE

(r)            Each franchise agreement if any, with applicable Tenant and located on the Premises is valid and in full force and effect. Tenant has not received any notice of termination of such franchise agreement(s) from said franchisor(s) except as follows:

NONE

8.            Notices . Any notice to parties required under this Agreement shall be in writing and shall be deemed duly given and received when delivered in person (with receipt therefor), on the next business day after deposit with a recognized overnight delivery service, or on the second day after being sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses:

If given to Trustee, as follows, subject to change as provided hereinabove:

 
Citibank, N.A., not in its individual capacity
 
but solely as Indenture Trustee
 
388 Greenwich Street
 
New York, New York 10013
 
Attention: Citibank Agency & Trust-STORE Master Funding
with a copy to:
   
     
     

and, if given to Tenant, as follows, subject to change as provided hereinabove:

     
     
     
with a copy to:
     
     
     

EXHIBIT E-6

and, if given to Landlord, as follows, subject to change as provided hereinabove:

 
[ISSUER NAME]
 
8377 E. Hartford Drive, Suite 100
 
Scottsdale, Arizona, 85255
 
Attention: Secretary
   
with a copy to:
DLA Piper LLP (US)
 
[________]

9.            Miscellaneous . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-title and assigns. When used herein, the term “Landlord” or “landlord” refers to Landlord and to any successor to the interest of Landlord under the Lease. This Agreement may be executed in any number of counterparts.

10.            Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provisions of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

11.            Paragraph Headings: Construction . The headings of the paragraphs in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “paragraph” or “paragraphs” refer to the corresponding paragraph or paragraphs of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or term.

12.            Governing Law . This Agreement shall be governed and interpreted in accordance with the laws of the jurisdiction in which the Premises is located without regard to its principles of conflicts of laws, and any action brought under or arising out of this Agreement or the matters relating hereto shall be submitted to the jurisdiction of the United States District Court for such jurisdiction. Each party acknowledges and agrees to such jurisdiction.

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EXHIBIT E-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

   
TRUSTEE:
 
       
Signed and delivered in the presence of:
 
CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee
         
   
By:
   
Witness
 
Name:
   
   
Title:
   

STATE OF _____________________           )
                                                                       )            ss.:
COUNTY OF                                                 )

This instrument was acknowledged before me this ____ day of ____________, 201__ by _____________________, ________________________ of Citibank, N.A., a national association, as Indenture Trustee, on behalf of such __________.

WITNESS my hand and official seal.

          
   
[SEAL]
 
  Notary Public
   
  My commission expires:
   

[SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

[SIGNATURES CONTINUE ON NEXT PAGE]

EXHIBIT E-8

   
TENANT:
 
       
Signed and delivered in the presence of:
       
   
a
     
   
By:
   
Witness
 
Name:
   
   
Title:
   

STATE OF   )

 
  ) ss.:
COUNTY OF  
)



This instrument was acknowledged before me this ____ day of ____________, 201__ by _____________________, ________________________ of Citibank, N.A., a national association, as Indenture Trustee, on behalf of such __________.

WITNESS my hand and official seal.

   
[SEAL]
 
  Notary Public
 
  My commission expires:
 

[SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

[SIGNATURES CONTINUE ON NEXT PAGE]

EXHIBIT E-9

   
LANDLORD:
 
         
Signed and delivered in the presence of:
 
[ISSUER NAME]
 
   
a Delaware limited liability company
 
       
   
By:
   
Witness
 
Name:
   
   
Title:
   

STATE OF   )

 
  ) ss.:
COUNTY OF  
)


 
This instrument was acknowledged before me this ____ day of ____________, 201__ by _____________________, ________________________ of Citibank, N.A., a national association, as Indenture Trustee, on behalf of such __________.

WITNESS my hand and official seal.

   
[SEAL]
 
  Notary Public
 
  My commission expires:
 

EXHIBIT E-10

EXHIBIT F

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of [            ], 201[_], is entered into by and among _______________ (the “New Issuer”), STORE CAPITAL CORPORATION, in its capacity as Property Manager and Special Servicer, as applicable, KeyBank National Association, in its capacity as Back-Up Manager and CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, all Joining Parties, the Property Manager, the Special Servicer, the Back-Up Manager and the Indenture Trustee (as the same may be amended, modified, extended or restated from time to time, the “Property Management Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Property Management Agreement.

The New Issuer is a [ENTITY] established under the laws of the State of [__________] on

[_________], 201[_], operates under an [Amended and Restated] [ENTITY AGREEMENT], dated as of [______], 201[__] (the “New Issuer Agreement”).

The New Issuer, the Property Manager, the Special Servicer, the Indenture Trustee and the Back-Up Manager hereby agree as follows:

1.            The New Issuer hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective as of the date hereof, the New Issuer shall become a party to the Property Management Agreement, shall be deemed to be a signatory to the Property Management Agreement and shall have all of the rights and obligations of an Issuer as specified in the Property Management Agreement. The New Issuer hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms, provisions and conditions contained in the Property Management Agreement.

2.            The address of the New Issuer for purposes of Section 9.04(c) of the Property Management Agreement shall be as follows:

 
[ADDRESS]
   
       
 
Attention:
   
       
 
Facsimile No.
   
       
 

With a copy to
 
       
 
[ADDRESS]
   
       
 
Attention:
   
       
 
Facsimile No.
   

EXHIBIT F-1

3.            This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

4.            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Issuer, the Property Manager, the Special Servicer and the Back-Up Manager have caused this Agreement to be duly executed by their respective officers or representatives all as of the day and year first above written.

 
[NEW ISSUER]
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
STORE CAPITAL CORPORATION, a Maryland corporation, as Property Manager
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
KEYBANK NATIONAL ASSOCIATION, as Back-Up Manager
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee under that certain Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018
       
 
By:
   
 
Name:
   
 
Title:
   

EXHIBIT F-2

EXHIBIT G

FORM OF CERTIFICATE UNDER SECTION 7.01(b)

   
   
   

 
Re:
[INSERT DESCRIPTION OF QUALIFIED SUBSTITUTE
   
[PROPERTY][HYBRID LEASE][LOAN] (the “Qualified Substitute [Property][Hybrid Lease][Loan]”)

Ladies and Gentlemen:

Pursuant to Section 7.01(b) of the Fifth Amended and Restated Property Management and Servicing Agreement, dated as of October 22, 2018 (the “ Agreement ”), among STORE Master Funding I, LLC, as an issuer, STORE Master Funding II, LLC, as an issuer, STORE Master Funding III, LLC, as an issuer, STORE Master Funding IV, LLC, as an issuer, STORE Master Funding V, LLC, as an issuer, STORE Master Funding VI, LLC, as an issuer, STORE Master Funding VII, LLC, as an issuer, STORE Capital Corporation, as property manager (the “ Property Manager ”) and as special servicer (the “ Special Servicer ”), ____________, as indenture trustee (the “ Indenture Trustee ”), and __________________, as back-up manager (the “ Back-Up Manager ”), the undersigned hereby certifies that the exceptions set forth on Exhibit “A” attached hereto are materially consistent with the underwriting criteria for the existing Properties (as defined in the Agreement).

STORE Capital Corporation,
a Maryland corporation,
as Property Manager
 
   
 
By:
   
 
Name:
   
 
Title:
   

EXHIBIT G-1

EXHIBIT H

FORM OF DETERMINATION DATE REPORT

Citibank, N.A., not in its individual capacity
but solely as Indenture Trustee
388 Greenwich Street
New York, NY 10013
Attn: Global Transaction Services-STORE Master Funding I Series 2012-1 through [ ]


Re:
STORE Master Funding I, LLC Net-Lease Mortgage Notes, Series 2012-1 through [ ]

Ladies and Gentlemen:

In accordance with Section 4.01(a) of the Fifth Amended and Restated Property Management Agreement, dated October 22, 2018 (as amended or supplemented thereafter, the “ Property Management Agreement ”), between STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, and each joining party thereto (the “ Issuers ”), STORE Capital Corporation (the “ Property Manager ” and “ Support Provider ”), Citibank, N.A. (the “ Indenture Trustee ”) and KeyBank National Association (the “ Back-Up Manager ”), the undersigned hereby certifies and agrees the issuers have not incurred any indebtedness except indebtedness permitted by any applicable limited liability company agreement of the related Issuer Member or the Transaction Documents.

In accordance with the U.S. Credit Risk Retention Agreement from the Support Provider and the Issuers, dated as of October 22, 2018 (the “ U.S. Risk Retention Agreement ”), the undersigned hereby certifies and agrees that (a) as of the date hereof, the Support Provider retains and, until the redemption of the Series [__] Notes and the [related Series Notes], will retain, an indirect ownership interest in the Issuers that, as of October 22, 2018 (the “ Series 2018-1 Closing Date ”) is equal to at least 5% of the aggregate Collateral Value of the Collateral Pool as measured on the Series 2018-1 Closing Date, and such ownership interest constitutes a first loss exposure to the Collateral Pool (the “ Retained Interest ”) and (b) for so long as the Series 2018-1 Notes are outstanding, the Support Provider shall retain and not sell the Retained Interest or subject it to any credit risk mitigation, short positions or any other hedges, except to the extent permitted under the Securitization Retention Requirements.

 
STORE CAPITAL CORPORATION
 
     
     

EXHIBIT H-1

EXHIBIT I

CALCULATION OF FIXED CHARGE COVERAGE RATIOS


1.
Adjusted EBITDAR :  An amount equal to the sum of (i) pre-tax income, (ii) interest expense, (iii) all non-cash amounts in respect of depreciation and amortization, (iv) all non-recurring expenses, (v) specifically documented discretionary management fees and (vi) all operating lease and rent expense less (vii) all non-recurring income and standardized corporate overhead expense based on estimated industry standards for the related fiscal period;


2.
Fixed Charges : An amount equal to the sum of (i) total operating lease or rent expenses, (ii) interest expense, and (iii) scheduled principal payments on indebtedness payable in respect of the related unit, in each case for the period of time as to which such figure is presented; and


3.
FCCR : Adjusted EBITDAR/Fixed Charges.

EXHIBIT I-1

EXHIBIT J

FORM OF MASTER EXCHANGE AGREEMENT

[ to be attached ]

EXHIBIT J-1

EXHIBIT K

FORM OF ESCROW AGREEMENT

[ to be attached ]


EXHIBIT K-1


Exhibit 99.1


STORE Capital Issues AAA Rated Debt
Closes $592 Million Securitization Including $378 Million of AAA Rated Debt

Company Releas e – October 23 , 2018 06:45 AM ET

SCOTTSDALE, Ariz., October 23, 2018 - STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in S ingle T enant O perational R eal E state, announced today that it has issued $592 million of long-term fixed-rate notes designated as STORE Master Funding Net Lease Mortgage Notes, Series 2018-1.  This is the eighth note issuance under STORE’s Master Funding debt program.  The net proceeds from the sale of the notes will be used primarily to repay certain indebtedness.

The notes were issued in four classes in a private placement to premier institutional debt investors. Notes aggregating $378 million were rated AAA by Standard & Poor’s Ratings Services and include $150 million of six-year Class A-1 notes issued at an interest rate of 3.96% and $228 million of nine-year Class A-2 notes issued at an interest rate of 4.29%. The remaining two classes were both rated A+ by Standard & Poor’s and include $50 million of six-year Class A-3 notes issued at an interest rate of 4.40% and $164 million of nine-year Class A-4 notes issued at an interest rate of 4.74%.  The weighted average interest rate of all four classes of notes is 4.34%.  This debt issuance positions STORE with minimal debt maturities until 2021 and extends the weighted average life of its term borrowings from 5.6 to 6.4 years.

President and CEO Christopher H. Volk commented, “We are very excited to close this $592 million issuance of Master Funding notes, more than 60% of which bear a AAA rating from Standard & Poor’s. Our inaugural issuance of AAA rated notes is a significant milestone for two reasons. First, it broadens the market for STORE Master Funding, which provides STORE with an additional and flexible source of long-term debt financing. Second, it lowers our cost of capital and improves our position as a market leader in providing our tenants with efficient, value-added real estate financing solutions. Importantly, this AAA rated issuance makes STORE amongst only a handful of REITs able to programmatically access AAA rated term debt. The achievement of the AAA credit rating and this Master Funding note issuance results from the size, granularity, diversity, asset value, investment yield, debt service coverage and performance metrics of STORE’s portfolio.”

The notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  The notes may only be offered and sold in the United States in accordance with Rule 144A under the Securities Act. This press release does not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful under the laws of such jurisdiction.

STORE Capital Corporation
Page 2
About STORE Capital

STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name. STORE Capital is one of the largest and fastest growing net-lease REITs and owns a large, well-diversified portfolio that consists of investments in over 2,000 property locations, substantially all of which are profit centers, in 49 states. Additional information about STORE Capital can be found on its website at www.storecapital.com .

Forward-Looking Statements

Certain statements contained in this press release that are not historical facts contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for STORE Capital’s business, please refer to the periodic reports the Company files with the Securities and Exchange Commission from time to time. These forward-looking statements herein speak only as of the date of this press release and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor and Media Contacts:

Financial Profiles, Inc.
Moira Conlon, 310-622-8220
Tricia Ross, 310-622-8226
STORECapital@finprofiles.com