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,

STORE MASTER FUNDING XIV, LLC

as an Issuer,

STORE MASTER FUNDING XIX, LLC

as an Issuer,

STORE MASTER FUNDING XX, LLC

as an Issuer,

STORE MASTER FUNDING XXII, LLC

as an Issuer,

STORE MASTER FUNDING XXIV, LLC

as an Issuer,

and

CITIBANK, N.A.

as Indenture Trustee

 

 

SERIES 2024-1 SUPPLEMENT

Dated as of April 18, 2024

to

TENTH AMENDED AND RESTATED MASTER INDENTURE

Dated as of April 18, 2024

 

 

NET-LEASE MORTGAGE NOTES, SERIES 2024-1

 

TABLE OF CONTENTS

 

				Page
ARTICLE I Definitions					4
Section 1.01.		Definitions			4
ARTICLE II Creation of the Series 2024-1 Notes; Payments on the Series 2024-1 Notes					12
Section 2.01.		Designation			12
Section 2.02.		Payments on the Series 2024-1 Notes			13
Section 2.03.		Redemption of the Series 2024-1 Notes			15
Section 2.04.		Exceptions to Payment of Make Whole Amount			16
Section 2.05.		Early Refinancing Prepayment.			16
Section 2.06.		[Reserved]			17
ARTICLE III Representations and Warranties					17
Section 3.01.		Representations and Warranties			17
Section 3.02.		Conditions Precedent Satisfied			17
Section 3.03.		Collateral Representations and Warranties			17
ARTICLE IV Miscellaneous Provisions					18
Section 4.01.		Reserved.			18
Section 4.02.		Ratification of Indenture			18
Section 4.03.		[Reserved]			18
Section 4.04.		Counterparts			18
Section 4.05.		Governing Law			18
Section 4.06.		Beneficiaries			18
Section 4.07.		Limited Recourse			18
Section 4.08.		Notice to the Rating Agency			19
Section 4.09.		Co-Issuer Status			19

 

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		Amortization Schedule (Series 2015-1 Notes)
SCHEDULE III-B		Amortization Schedule (Series 2016-1 Notes)
SCHEDULE III-C		Amortization Schedule (Series 2018-1 Notes)
SCHEDULE III-D		Amortization Schedule (Series 2019-1 Notes)
SCHEDULE III-E		Amortization Schedule (Series 2021-1 Notes)
SCHEDULE III-F		Amortization Schedule (Series 2023-1 Notes)
SCHEDULE III-G		Amortization Schedule (Series 2024-1 Class A-1 (AAA) Notes)
SCHEDULE III-H		Amortization Schedule (Series 2024-1 Class A-2 (AAA) Notes)
SCHEDULE III-I		Amortization Schedule (Series 2024-1 Class A-3 (AA) Notes)
SCHEDULE III-J		Amortization Schedule (Series 2024-1 Class A-4 (AA) Notes)

SERIES 2024-1 SUPPLEMENT, dated as of April 18, 2024 (this “Series 2024-1 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, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC, STORE Master Funding XXIV, LLC (each an “Issuer” and together, the “Issuers”) and Citibank, N.A. (the “Indenture Trustee”).

Pursuant to this Series 2024-1 Supplement to the Tenth Amended and Restated Master Indenture (the “Master Indenture”), dated as of April 18, 2024, among the Issuers and the Indenture Trustee, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “Series 2024-1 Notes”), which consists of the Series 2024-1 Class A-1 (AAA) Notes, the Series 2024-1 Class A-2 (AAA) Notes, the Series 2024-1 Class A-3 (AA) Notes and the Series 2024-1 Class A-4 (AA) Notes (each, as defined below), and specify the Principal Terms thereof.

Pursuant to the Ninth Amended and Restated Master Indenture, dated as of May 31, 2023, as supplemented by the Series 2015-1 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 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, STORE Master Funding VII, LLC and the Indenture Trustee, 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 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 and the Indenture Trustee, as further supplemented by the Series 2018-1 Supplement (as amended by the Omnibus Amendment, “Series 2018-1 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, STORE Master Funding VII, LLC and the Indenture Trustee, as further supplemented by the Series 2019-1 Supplement (as amended by the Omnibus Amendment, “Series 2019-1 Supplement”), dated as of November 13, 2019, 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, STORE Master Funding XIV, LLC and the Indenture Trustee, as further supplemented by the Series 2021-1 Supplement (as amended by the Omnibus Amendment, “Series 2021-1 Supplement”), dated as of June 29, 2021, 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, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC and the Indenture Trustee, and as further supplemented by the Series 2023-1 Supplement (as amended by the Omnibus Amendment, “Series 2023-1 Supplement”), dated as of May 31, 2023, 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, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXIV, LLC and the Indenture Trustee issued the Net-Lease Mortgage Notes, Series 2023-1 (the “Series 2023-1 Notes”), with an initial series principal balance equal to $548,000,000.

 

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Pursuant to the Eighth Amended and Restated Master Indenture, dated as of June 29, 2021, as supplemented by the Series 2015-1 Supplement, as further supplemented by the Series 2016-1 Supplement, as further supplemented by the Series 2018-1 Supplement, as further supplemented by the Series 2019-1 Supplement, and as further supplemented by the Series 2021-1 Supplement, dated as of June 29, 2021, 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, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC and the Indenture Trustee issued the Net-Lease Mortgage Notes, Series 2021-1 (the “Series 2021-1 Notes”), with an initial series principal balance equal to $550,000,000.

Pursuant to the Seventh Amended and Restated Master Indenture, dated as of November 19, 2019, as supplemented by the Series 2015-1 Supplement, as further supplemented by the Series 2016-1 Supplement, as further supplemented by the Series 2018-1 Supplement and as further supplemented by the Series 2019-1 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, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, and STORE Master Funding XIV, LLC issued the Net-Lease Mortgage Notes, Series 2019-1 (the “Series 2019-1 Notes”), with an initial series principal balance equal to $663,000,000.

Pursuant to the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, as supplemented by the Series 2015-1 Supplement, as further supplemented by the Series 2016-1 Supplement and as further supplemented by the Series 2018-1 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, STORE Master Funding VI, LLC and STORE Master Funding VII, LLC issued the Net-Lease Mortgage Notes, Series 2018-1 (the “Series 2018-1 Notes”), with an initial series principal balance equal to $626,000,000.

Pursuant to the Fifth Amended and Restated Master Indenture, dated as of October 18, 2016, as supplemented by the Series 2015-1 Supplement, and as further supplemented by the Series 2016-1 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, STORE Master Funding VI, LLC and STORE Master Funding VII, LLC 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.

Pursuant to the Fourth Amended and Restated Master Indenture, dated as of April 16, 2015, as 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. The Series 2015-1 Class A-1 Notes were previously redeemed.

The Series 2015-1 Class B Notes, Series 2016-1 Class B Notes and Series 2018-1 Class B Notes were cancelled in November 2019.

 

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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 2024-1 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 2024-1 Class A-1 (AAA) Notes and the Series 2024-1 Class A-3 (AA) Notes, the Payment Date occurring in April 2029 and with respect to the Series 2024-1 Class A-2 (AAA) and the Series 2024-1 Class A-4 (AA) Notes, the Payment Date occurring in April 2031.

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

“Controlling Party”: With respect to the Series 2024-1 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 2024-1 Class A (AAA) Notes, or, if such Series 2024-1 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 2024-1 Class A (AA) Notes.

“Double-Net Lease Properties”: Properties for which the Tenant is responsible for property taxes, insurance and ordinary repairs and maintenance, and the lessor is responsible for structural repairs and maintenance.

“Early Amortization Period”: With respect to the Series 2024-1 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 2024-1 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.

“Eligible Office Properties”: Single tenant property primarily used as office space and essential to a Tenant’s operating business.

“Guaranty”: With respect to the Series 2024-1 Notes, the 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 amended and as may be further amended or restated from time to time.

“Indenture”: With respect to the Series 2024-1 Notes, the Tenth Amended and Restated Master Indenture, dated as of April 18, 2024, as supplemented by the Series 2015-1 Supplement, the Series 2016-1 Supplement, the Series 2018-1 Supplement, the Series 2019-1 Supplement, the Series 2021-1 Supplement, the Series 2023-1 and this Series 2024-1 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 2024-1 Notes, 0.0104%.

“Initial Principal Balance”: With respect to each Class of the Series 2024-1 Notes, as set forth on the table in Section 2.01(a) hereof.

“Initial Purchaser”: Each of Atlas SP Securities, a division of Apollo Global Securities, LLC, Citigroup Global Markets Inc., BofA Securities, Inc., Truist Securities, Inc., Capital One Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Scotia Capital (USA) Inc.

“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, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC and STORE Master Funding XXIV, LLC.

“Issuer Member”: With respect to the Series 2024-1 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; (vii) the Amended and Restated Limited

 

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Liability Company Agreement of STORE Master Funding VII, dated as of October 13, 2016, LLC; (viii) the Limited Liability Company Agreement of STORE Master Funding XIV, LLC, dated as of October 21, 2016; (ix) the Limited Liability Company Agreement of STORE Master Funding XIX, LLC, dated as of November 18, 2019; (x) the Limited Liability Company Agreement of STORE Master Funding XX, LLC, dated as of November 18, 2019, each as may be amended or restated from time to time; (xi) the Limited Liability Company Agreement of STORE Master Funding XXII, LLC, dated as of April 9, 2021, each as may be amended or restated from time to time; and (xii) the Limited Liability Company Agreement of STORE Master Funding XXIV, LLC, dated as of October 8, 2021, each as may be amended or restated from time to time.

“Make Whole Amount”: With respect to the Series 2024-1 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) with respect to the Series 2024-1 Class A-1 (AAA) Notes or the Series 2024-1 Class A-3 (AA) Notes, that occurs more than twenty-four (24) months, and with respect to the Series 2024-1 Class A-2 (AAA) Notes or the Series 2024-1 Class A-4 (AA) Notes, that occurs more than thirty-six (36) months, prior to the Anticipated Repayment Date for such Class of Series 2024-1 Notes, upon which a Voluntary Prepayment is made, the payment due to each Series 2024-1 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: (i)(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 8.0% and (b) in the case of the five (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 ground leases as of any Determination

 

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Date, a percentage equal to 2.0% as of such Determination Date; (v) with respect to Tenants which pay Percentage Rent only as of any Determination Date, a percent equal to 5.0% as of such Determination Date; (vi) with respect to Properties with less than twelve (12) months of operating history at such location as of any Determination Date, a percentage equal to 10.0% as of such Determination Date; (vii) with respect to Construction Properties as of any Determination Date, a percentage equal to 3.0% as of such Determination Date, (viii) (a) with respect to Loans, as of any Determination Date prior to the first Series closing date occurring after the Series Closing Date, a percentage no greater than 0.0% as of such Determination Date and (b) with respect to Loans, as of any Determination Date on or after the first Series closing date occurring after the Series Closing Date, a percentage no greater than 20.0% as of such Determination Date, (ix) with respect to Eligible Office Properties, a percentage equal to 5.0% as of such Determination Date, provided, that such limit shall exclude such single tenant properties (a) that are part of a master lease and used as office headquarters, or (b) where the majority of the property is not being used as office space, (x) with respect to Double-Net Lease Properties, a percentage equal to 5.0% as of such Determination Date and (xi) with respect to Single Net Lease Properties, a percentage equal to 5.0% as of such Determination Date.

“Note Interest”: The Series 2024-1 Class A-1 (AAA) Note Interest, the Series 2024-1 Class A-2 (AAA) Note Interest, the Series 2024-1 Class A-3 (AA) Note Interest or the Series 2024-1 Class A-4 (AA) Note Interest, as applicable.

“Note Rate”: The Series 2024-1 Class A-1 (AAA) Note Rate, the Series 2024-1 Class A-2 (AAA) Note Rate, the Series 2024-1 Class A-3 (AA) Note Rate or the Series 2024-1 Class A-4 (AA) Note Rate, as applicable.

“Post-ARD Additional Interest Rate”: With respect to the Series 2024-1 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 2024-1 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 2024-1 Class A-1 (AAA) Notes, a percentage equal to 1.40%, (ii) with respect to the Series 2024-1 Class A-2 (AAA) Notes, a percentage equal to 1.40%, (iii) with respect to the Series 2024-1 Class A-3 (AA) Notes, a percentage equal to 1.65% and (iv) with respect to the Series 2024-1 Class A-4 (AA) Notes, a percentage equal to 1.65%.

“Private Placement Memorandum”: With respect to the Series 2024-1 Notes, the Private Placement Memorandum dated April 8, 2024.

“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 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.

 

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“Rated Final Payment Date”: With respect to the Series 2024-1 Notes, the Payment Date occurring in May 2054.

“Reinvestment Yield”: With respect to any Class of Series 2024-1 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%.

“Scheduled Class A Principal Payment”: The sum of (i) the Scheduled Class A-1 (AAA) Principal Payment, (ii) the Scheduled Class A-2 (AAA) Principal Payment, (iii) the Scheduled Class A-3 (AA) Principal Payment and (iv) the Scheduled Class A-4 (AA) Principal Payment.

“Scheduled Class A-1 (AAA) Principal Balance”: With respect to any Payment Date and the Series 2024-1 Class A-1 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-G.

“Scheduled Class A-1 (AAA) Principal Payment”: With respect to each Payment Date and the Series 2024-1 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 2024-1 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 2024-1 Class A-2 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-H.

“Scheduled Class A-2 (AAA) Principal Payment”: With respect to each Payment Date and the Series 2024-1 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 2024-1 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.

 

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“Scheduled Class A-3 (AA) Principal Balance”: With respect to any Payment Date and the Series 2024-1 Class A-3 (AA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-I.

“Scheduled Class A-3 (AA) Principal Payment”: With respect to each Payment Date and the Series 2024-1 Class A-3 (AA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-3 (AA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-3 (AA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-3 (AA) 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 2024-1 Class A-3 (AA) 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 (AA) Principal Balance for the prior Payment Date.

“Scheduled Class A-4 (AA) Principal Balance”: With respect to any Payment Date and the Series 2024-1 Class A-4 (AA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-J.

“Scheduled Class A-4 (AA) Principal Payment”: With respect to each Payment Date and the Series 2024-1 Class A-4 (AA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-4 (AA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related Scheduled Class A-4 (AA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-4 (AA) 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 2024-1 Class A-4 (AA) 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 (AA) Principal Balance for the prior Payment Date.

“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 (AAA) Principal Balance, the Scheduled Class A-3 (AA) Principal Balance and the Scheduled Class A-4 (AA) Principal Balance.

“Series 2024-1 Class A (AAA) Notes”: The Series 2024-1 Class A-1 (AAA) Notes and the Series 2024-1 Class A-2 (AAA) Notes.

“Series 2024-1 Class A (AA) Notes”: The Series 2024-1 Class A-3 (AA) Notes and the Series 2024-1 Class A-4 (AA) Notes.

“Series 2024-1 Class A (AAA) Noteholder”: With respect to any Series 2024-1 Class (AAA) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.

 

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“Series 2024-1 Class A (AA) Noteholder”: With respect to any Series 2024-1 Class A (AA) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.

“Series 2024-1 Class A-1 (AAA) Noteholder”: With respect to any Series 2024-1 Class A-1 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“Series 2024-1 Class A-1 (AAA) Note Interest”: On any Payment Date for the Series 2024-1 Class A-1 (AAA) Notes, the interest accrued during the related Accrual Period at the Series 2024-1 Class A-1 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2024-1 Class A-1 (AAA) Notes before giving effect to any payments of principal on such Payment Date.

“Series 2024-1 Class A-1 (AAA) Note Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2024-1 Class A-1 (AAA) Notes.

“Series 2024-1 Class A-1 (AAA) Notes”: Any of the Series 2024-1 Class A-1 (AAA) Notes, issued pursuant to this Series 2024-1 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 or A-3 attached to the Indenture.

“Series 2024-1 Class A-2 (AAA) Noteholder”: With respect to any Series 2024-1 Class A-2 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“Series 2024-1 Class A-2 (AAA) Note Interest”: On any Payment Date for the Series 2024-1 Class A-2 (AAA) Notes, the interest accrued during the related Accrual Period at the Series 2024-1 Class A-2 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2024-1 Class A-2 (AAA) Notes before giving effect to any payments of principal on such Payment Date.

“Series 2024-1 Class A-2 (AAA) Note Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2024-1 Class A-2 (AAA) Notes.

“Series 2024-1 Class A-2 (AAA) Notes”: Any of the Series 2024-1 Class A-2 (AAA) Notes, issued pursuant to this Series 2024-1 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 or A-3 attached to the Indenture.

“Series 2024-1 Class A-3 (AA) Noteholder”: With respect to any Series 2024-1 Class A-3 (AA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“Series 2024-1 Class A-3 (AA) Note Interest”: On any Payment Date for the Series 2024-1 Class A-3 (AA) Notes, the interest accrued during the related Accrual Period at the Series 2024-1 Class A-3 (AA) Note Rate, applied to the Outstanding Principal Balance of the Series 2024-1 Class A-3 (AA) Notes before giving effect to any payments of principal on such Payment Date.

 

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“Series 2024-1 Class A-3 (AA) Note Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2024-1 Class A-3 (AA) Notes.

“Series 2024-1 Class A-3 (AA) Notes”: Any of the Series 2024-1 Class A-3 (AA) Notes, issued pursuant to this Series 2024-1 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 or A-3 attached to the Indenture.

“Series 2024-1 Class A-4 (AA) Noteholder”: With respect to any Series 2024-1 Class A-4 (AA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.

“Series 2024-1 Class A-4 (AA) Note Interest”: On any Payment Date for the Series 2024-1 Class A-4 (AA) Notes, the interest accrued during the related Accrual Period at the Series 2024-1 Class A-4 (AA) Note Rate, applied to the Outstanding Principal Balance of the Series 2024-1 Class A-4 (AA) Notes before giving effect to any payments of principal on such Payment Date.

“Series 2024-1 Class A-4 (AA) Note Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2024-1 Class A-4 (AA) Notes.

“Series 2024-1 Class A-4 (AA) Notes”: Any of the Series 2024-1 Class A-4 (AA) Notes, issued pursuant to this Series 2024-1 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 or A-3 attached to the Indenture.

“Series 2024-1 Note”: Any of the Series 2024-1 Class A-1 (AAA) Notes, the Series 2024-1 Class A-2 (AAA) Notes, the Series 2024-1 Class A-3 (AA) Notes and Series 2024-1 Class A-4 (AA) Notes.

“Series 2024-1 Noteholder”: Any of the Series 2024-1 Class A-1 (AAA) Noteholders, the Series 2024-1 Class A-2 (AAA) Noteholders, the Series 2024-1 Class A-3 (AA) Noteholders and Series 2024-1 Class A-4 (AA) Noteholders.

“Series 2024-1 Redemption Date”: As defined in Section 2.03(a).

“Series Closing Date”: April 18, 2024.

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

“Single Net Lease Properties”: Properties for which the Tenant is responsible for property taxes, and the lessor is responsible for insurance and repairs and maintenance (including structural repairs and maintenance.

“Unscheduled Principal Payment”: With respect to any Payment Date, the sum of (A) all Unscheduled Proceeds (other than any Unscheduled Proceeds described in clause (viii) 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.

 

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ARTICLE II

CREATION OF THE SERIES 2024-1 NOTES; PAYMENTS ON THE SERIES 2024-1 NOTES

Section 2.01. Designation.

(a) There is hereby created a Series of Notes consisting of the Series 2024-1 Class A-1 (AAA) Notes, the Series 2024-1 Class A-2 (AAA) Notes, the Series 2024-1 Class A-3 (AA) Notes and the Series 2024-1 Class A-4 (AA) Notes to be issued by the Issuers pursuant to the Indenture and this Series 2024-1 Supplement to be known as “Net-Lease Mortgage Notes, Series 2024-1.” The Series 2024-1 Notes shall have the following Class Designations, Initial Principal Balances, Note Rates, and Ratings, where applicable:

 

Class Designation		Initial Principal Balance				Note Rate				Ratings (S&P)
Series 2024-1 Class A-1 (AAA) Notes		$	74,400,000				5.69	%			AAA(sf)
Series 2024-1 Class A-2 (AAA) Notes		$	260,600,000				5.70	%			AAA(sf)
Series 2024-1 Class A-3 (AA) Notes		$	25,600,000				5.93	%			AA(sf)
Series 2024-1 Class A-4 (AA) Notes		$	89,400,000				5.94	%			AA(sf)

The Note Interest with respect to the Series 2024-1 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The Series 2024-1 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 2024-1 Notes shall not be subordinate to any other Series.

(b) The initial Payment Date with respect to the Series 2024-1 Notes shall be the Payment Date occurring in May 2024. The Rated Final Payment Date with respect to the Series 2024-1 Notes shall be the Payment Date occurring in May 2054.

(c) The initial Collection Period with respect to the Series 2024-1 Notes shall be the period commencing on the Series Closing Date and ending on the Determination Date in May 2024.

(d) On the Series Closing Date, the Series 2024-1 Class A Notes shall be issued in the form of Book-Entry Notes. For the avoidance of doubt, the Series 2024-1 Notes may be transferred in accordance with Article II of the Master Indenture, subject to the additional requirements set forth herein.

(e) Each statement, notice or other document related to the Series 2024-1 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.

 

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(f) The “Series Disposition Period Date” with respect to the Series 2024-1 Notes shall be the Payment Date occurring in April 2051.

Section 2.02. Payments on the Series 2024-1 Notes. On each Payment Date, the Indenture Trustee will apply and distribute the Series Available Amount with respect to the Series 2024-1 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 2024-1 Class A-1 (AAA) Noteholders, the Series 2024-1 Class A-1 (AAA) Note Interest, plus unpaid Series 2024-1 Class A-1 (AAA) Note Interest from any prior Payment Date, together with interest on any such unpaid Note Interest at the Series 2024-1 Class A-1 (AAA) Note Rate, and (b) to the Series 2024-1 Class A-2 (AAA) Noteholders, the Series 2024-1 Class A-2 (AAA) Note Interest, plus unpaid Series 2024-1 Class A-2 (AAA) Note Interest from any prior Payment Date, together with interest on any such unpaid Note Interest at the Series 2024-1 Class A-2 (AAA) Note Rate;

(2) on a pro rata basis (a) to the Series 2024-1 Class A-3 (AA) Noteholders, the Series 2024-1 Class A-3 (AA) Note Interest, plus unpaid Series 2024-1 Class A-3 (AA) Note Interest from any prior Payment Date, together with interest on any such unpaid Note Interest at the Series 2024-1 Class A-3 (AA) Note Rate, and (b) to the Series 2024-1 Class A-4 (AA) Noteholders, the Series 2024-1 Class A-4 (AA) Note Interest, plus unpaid Series 2024-1 Class A-4 (AA) Note Interest from any prior Payment Date, together with interest on any such unpaid Note Interest at the Series 2024-1 Class A-4 (AA) Note Rate;

(3) (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 2024-1 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 2024-1 Class A-1 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2024-1 Class A (AAA) Notes of any Unscheduled Principal Payment allocable to the Series 2024-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2024-1 Class A-1 (AAA) Notes has been reduced to zero ($0)), and (ii) to the Series 2024-1 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 2024-1 Class A-2 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2024-1 Class A (AAA) Notes of any Unscheduled Principal Payment allocable to the Series 2024-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2024-1 Class A-1 (AAA) Notes has been reduced to zero ($0)), or (b) if an Early Amortization Period or Event of Default has occurred and is continuing, on a pro rata basis (based on the Outstanding Principal Balance of each Class of a percentage of the Outstanding Principal Balance of the Series 2024-1 Class A (AAA) Notes, to the Series 2024-1 Class A-1 (AAA) Noteholders and the Series 2024-1 Class A-1 (AAA) Noteholders all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2024-1 Class A (AAA) Notes has been reduced to zero ($0);

 

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(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 2024-1 Class A-3 (AA) Noteholders, an amount equal to the Scheduled Class A-3 (AA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2024-1 Class A-3 (AA) Notes as a percentage of the Outstanding Principal Balance of the Class A (AA) Notes of any Unscheduled Principal Payment allocable to the Series 2024-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2024-1 Class A-3 (AA) Notes has been reduced to zero ($0)) and (ii) to the Series 2024-1 Class A-4 (AA) Noteholders, an amount equal to the Scheduled Class A-4 (AA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2024-1 Class A-4 (AA) Notes as a percentage of the Outstanding Principal Balance of the Class A (AA) Notes of any Unscheduled Principal Payment allocable to the Series 2024-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2024-1 Class A-4 (AA) Notes has been reduced to zero ($0)), or (b) if an Early Amortization Period or 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 Class A (AA) Notes), to the Series 2024-1 Class A-3 (AA) Noteholders and the Series 2024-1 Class A-4 (AA) Noteholders all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2024-1 Class A (AA) Notes has been reduced to zero ($0);

(5) to the Series 2024-1 Class A-1 (AAA) Noteholders and the Series 2024-1 Class A-2 (AAA) Noteholders, pro rata, based on the amount payable, the Make Whole Amount allocated to the Series 2024-1 Class A-1 (AAA) Notes and the Series 2024-1 Class A-2 (AAA) Notes, if any, due on such Payment Date;

(6) to the Series 2024-1 Class A-3 (AA) Noteholders and the Series 2024-1 Class A-4 (AA) Noteholders, pro rata, based on the amount payable, the Make Whole Amount allocated to the Series 2024-1 Class A-3 (AA) Notes and the Series 2024-1 Class A-4 (AA) Notes, if any, due on such Payment Date;

(7) to the Series 2024-1 Class A-1 (AAA) Noteholders and the Series 2024-1 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 2024-1 Class A-1 (AAA) Notes and the Series 2024-1 Class A-2 (AAA) Notes on such Payment Date;

(8) to the Series 2024-1 Class A-3 (AA) Noteholders and the Series 2024-1 Class A-4 (AA) 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 2024-1 Class A-3 (AA) Notes and the Series 2024-1 Class A-4 (AA) Notes on such Payment Date; and

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

 

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Section 2.03. Redemption of the Series 2024-1 Notes.

(a) The Issuers may, at their option, elect to purchase the Outstanding Principal Balance of the Series 2024-1 Notes, in whole or in part, on any Business Day commencing with the Series Closing Date (such date, the “Series 2024-1 Redemption Date”) in an amount sufficient to pay (i) the then Outstanding Principal Balance of the Series 2024-1 Notes, plus all accrued and unpaid interest thereon, (ii) all amounts related to the Series 2024-1 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 2024-1 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 2024-1 Redemption Date. The Issuers may purchase the Outstanding Principal Balance of the Series 2024-1 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.

(b) On any Business Day that is less than or equal to, with respect to the Series 2024-1 Class A-1 (AAA) Notes or the Series 2024-1 Class A-3 (AA) Notes, twenty-four (24) months, and with respect to the Series 2024-1 Class A-2 (AAA) Notes or the Series 2024-1 Class A-4 (AA) Notes, thirty-six (36) months, prior to the Anticipated Repayment Date of such Class of Series 2024-1 Notes, the Issuers may purchase the Outstanding Principal Balance of any such Class of Series 2024-1 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 2024-1 Notes, in whole, if there shall be Outstanding (i) any other Series 2024-1 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 2024-1 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 2024-1 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 2024-1 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 2024-1 Noteholders based on their respective Outstanding Principal Balances.

(d) In the event the Issuers elect to prepay a Class of the Series 2024-1 Notes pursuant to Section 2.03(b) above, the Issuers shall deposit into the Collection Account not later than the applicable Series 2024-1 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).

 

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(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 of the Master Indenture and hereof. Any excess proceeds remaining after prepaying such Series of Notes will be remitted to the Release Account as a Release Price. 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 2024-1 Notes or the Notes of any other Series pursuant to this Section 2.03.

Section 2.04. Exceptions to Payment of Make Whole Amount.

With respect to the Series 2024-1 Notes, no Make Whole Amount shall be due with respect to (i) any portion of any Unscheduled Principal Payment allocable to the Series 2024-1 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 2024-1 Notes; provided, however, that when combined with any Early Refinancing Prepayments made since the Series Closing Date, such Allocated Release Amounts shall not exceed thirty-five percent (35%) of the Initial Principal Balance of the Series 2024-1 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 2024-1 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 2024-1 Notes, minus (B) the aggregate amount of Allocated Release Amounts and Early Refinancing Prepayments previously made since the Series Closing Date. In addition, in connection with an Early Refinancing Prepayment, an Issuer may release Properties subject to the limitations set forth in the definition of Qualified Release Amounts.

 

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Section 2.06. [Reserved].

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 2024-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2024-1 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 2024-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2024-1 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 2024-1 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 2024-1 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 2024-1 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.

 

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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 2024-1 Supplement, the Series 2023-1 Supplement, the Series 2021-1 Supplement, the Series 2019-1 Supplement, the Series 2018-1 Supplement, the Series 2016-1 Supplement, the Series 2015-1 Supplement, shall be read, taken and construed as one and the same instrument.

Section 4.03. [Reserved].

Section 4.04. Counterparts. This Series 2024-1 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 2024-1 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 2024-1 Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2024-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.

Section 4.07. Limited Recourse. Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2024-1 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 2024-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2024-1 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 2024-1 Notes) issued or co-issued by the Issuers under the Indenture.

Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2024-1 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 2024-1 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts constituting gross negligence or willful misconduct or bad faith of

 

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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 2015-1 Notes, the Series 2016-1 Notes, the Series 2018-1 Notes, the Series 2019-1 Notes, the Series 2021-1 Notes, the Series 2023-1 Notes and the Series 2024-1 Notes and each Issuer shall have all the rights and obligations of each other Issuer under each of the Transaction Documents.

 

19

IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2024-1 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.

 

 

Indenture Supplement (STORE 2024-1)

 

Indenture Supplement (STORE 2024-1)

 

Indenture Supplement (STORE 2024-1)

 

Indenture Supplement (STORE 2024-1)

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(1)
Cadence Education, LLC			57			$	146,715,000				3.55	%		$	992,900				3.46	%			2.29
Zips Holdings, LLC			43			$	142,870,000				3.46	%		$	962,326				3.35	%			2.51
At Home Group Inc.			11			$	135,783,457				3.29	%		$	876,307				3.05	%			1.54
Equipmentshare.com Inc.			37			$	123,486,806				2.99	%		$	1,024,655				3.57	%			15.79
EOS Fitness OPCO Holdings, LLC			13			$	121,937,000				2.95	%		$	819,509				2.86	%			2.08
Automotive Remarketing Group, Inc.			8			$	119,570,000				2.90	%		$	838,697				2.92	%			3.61
CWGS Group, LLC			12			$	99,010,000				2.40	%		$	622,565				2.17	%			1.96
Spring Education Group Inc.			15			$	95,580,000				2.31	%		$	715,649				2.49	%			2.43
Dufresne Spencer Group Holdings, LLC			16			$	93,100,000				2.25	%		$	690,742				2.41	%			3.04
Gilmer Warehouse LLC			9			$	75,010,000				1.82	%		$	386,334				1.35	%			1.10
American Multi-Cinema, Inc.			8			$	74,580,000				1.81	%		$	560,087				1.95	%			1.48
National Veterinary Associates, Inc.			51			$	71,940,000				1.74	%		$	539,204				1.88	%			3.90
Bish’s RV, LLC			7			$	62,170,000				1.51	%		$	391,016				1.36	%			1.69
Idaho Pacific US Intermediate Holding, LLC			3			$	55,600,000				1.35	%		$	295,370				1.03	%			3.41
KUEHG Corp.			36			$	53,300,000				1.29	%		$	419,341				1.46	%			3.27
TGS Parent, LLC			10			$	52,010,000				1.26	%		$	319,815				1.11	%			2.53
Flanders CR Acquisition, Inc.			6			$	50,720,000				1.23	%		$	328,193				1.14	%			5.49
Conn’s, Inc.			8			$	50,130,000				1.21	%		$	401,191				1.40	%			4.26
Alta Enterprises, LLC			14			$	46,200,000				1.12	%		$	358,403				1.25	%			9.64
Tru Fit Holdings, LLC			10			$	45,050,000				1.09	%		$	340,309				1.19	%			1.44
PF Purchaser Corp.			51			$	43,330,000				1.05	%		$	313,484				1.09	%			1.80
RMH Franchise Holdings, Inc.			16			$	39,970,000				0.97	%		$	270,919				0.94	%			1.82
GenesisCare USA Holdings, Inc.			13			$	39,350,000				0.95	%		$	304,197				1.06	%			3.31
LBM Acquisition, LLC			14			$	38,560,000				0.93	%		$	257,410				0.90	%			4.01
Pace Industries Holdings, Inc.			10			$	38,490,000				0.93	%		$	332,626				1.16	%			1.04
Dave & Buster’s, Inc.			4			$	37,430,000				0.91	%		$	285,165				0.99	%			4.40

 

I-A-1

Tenant		Number of Owned Properties*				Collateral Value				% of Aggregate Collateral Value				Monthly Rent				% of Monthly Rent				WA Unit FCCR(1)
Firebird Investment Company			5			$	36,410,000				0.88	%		$	272,538				0.95	%			2.07
The Sunshine House, Inc.			32			$	35,820,000				0.87	%		$	282,515				0.98	%			2.42
US Fitness Holdings, LLC			3			$	35,600,000				0.86	%		$	211,827				0.74	%			2.20
QW Holding Corporation			16			$	34,790,000				0.84	%		$	236,100				0.82	%			7.89
Lakeview Health Holdings, Inc.			2			$	34,770,000				0.84	%		$	206,412				0.72	%			0.51
Union Corrugating Company Holdings, Inc.			10			$	33,631,787				0.81	%		$	230,696				0.80	%			10.42
Gateway Plastics LLC			1			$	32,950,000				0.80	%		$	214,205				0.75	%			37.62
PetVet Care Centers, LLC			17			$	32,550,000				0.79	%		$	242,474				0.84	%			2.73
Evolve Growth Initiatives, LLC			13			$	32,405,000				0.78	%		$	253,892				0.88	%			2.76
Titan Machinery Inc.			6			$	32,320,000				0.78	%		$	267,636				0.93	%			4.17
Children’s Learning Adventure USA, LLC			4			$	31,250,000				0.76	%		$	142,310				0.50	%			2.59
Best Friends Pet Care Intermediate Holdings, Inc.			16			$	30,040,000				0.73	%		$	224,231				0.78	%			2.59
Southeast Dental Partners, LLC			23			$	29,880,000				0.72	%		$	167,481				0.58	%			2.42
TM Restaurant Group LLC			7			$	28,000,000				0.68	%		$	201,429				0.70	%			2.02
BBQ Holdings, Inc.			6			$	27,800,000				0.67	%		$	112,500				0.39	%			1.74
Kids & Company, Ltd.			18			$	27,070,000				0.66	%		$	163,506				0.57	%			2.05
Redbuilt, LLC			3			$	26,870,000				0.65	%		$	137,696				0.48	%			24.02
WDS Holdings, LLC			6			$	25,790,000				0.62	%		$	181,772				0.63	%			2.41
Foss Intermediate Holdings, LLC			7			$	24,615,000				0.60	%		$	186,234				0.65	%			4.09
Medical Management Resource Group, L.L.C.			7			$	24,570,000				0.60	%		$	165,592				0.58	%			2.83
Buddy’s Newco, LLC			19			$	24,320,000				0.59	%		$	202,697				0.71	%			1.12
FCA, LLC			6			$	23,960,000				0.58	%		$	132,317				0.46	%			5.73
Thunderbird Manufacturing, LLC			4			$	21,320,000				0.52	%		$	142,155				0.50	%			10.80
New Creations Child Care and Learning Center, LLC			7			$	21,020,000				0.51	%		$	164,418				0.57	%			0.62
BWT, LLC			8			$	20,400,000				0.49	%		$	162,335				0.57	%			5.51
Ruby Tuesday Operations LLC			13			$	20,150,000				0.49	%		$	108,240				0.38	%			2.24
Studio Movie Grill Holdings, LLC			2			$	20,060,000				0.49	%		$	170,020				0.59	%			1.99
APX Sahara Sam’s Oasis, LLC			1			$	19,750,000				0.48	%		$	148,154				0.52	%			0.55
Pretium PKG Holdings, Inc.			1			$	19,600,000				0.47	%		$	105,190				0.37	%			2.37

 

I-A-2

Tenant		Number of Owned Properties*				Collateral Value				% of Aggregate Collateral Value				Monthly Rent				% of Monthly Rent				WA Unit FCCR(1)
Stars and Strikes, LLC			4			$	19,500,000				0.47	%		$	135,233				0.47	%			2.85
Soderstrom Intermediate Holdings, Inc.			4			$	19,280,000				0.47	%		$	140,563				0.49	%			1.63
R&B SHH, Inc.			3			$	18,770,000				0.45	%		$	114,963				0.40	%			4.57
GT Technologies, Inc.			4			$	18,210,000				0.44	%		$	123,801				0.43	%			3.38
Gibson Brands, Inc.			2			$	18,170,000				0.44	%		$	199,497				0.70	%			1.64
EL Academies, Inc.			8			$	17,730,000				0.43	%		$	125,751				0.44	%			2.21
HOA Holdco, LLC			6			$	17,240,000				0.42	%		$	134,717				0.47	%			1.86
AdaptHealth, LLC			1			$	17,150,000				0.42	%		$	108,801				0.38	%			2.02
LPAC Broadway Building LLC			1			$	17,050,133				0.41	%		$	140,540				0.49	%			0.82
Aetius Companies, LLC			6			$	17,050,000				0.41	%		$	62,000				0.22	%			-0.68
LABL, Inc.			5			$	17,040,000				0.41	%		$	124,173				0.43	%			10.87
Eastern Vault Holdings, LLC			5			$	16,230,000				0.39	%		$	109,004				0.38	%			3.82
Exeter Image Holdings, LLC			3			$	16,110,000				0.39	%		$	104,022				0.36	%			1.64
West Star Aviation, LLC			1			$	16,060,000				0.39	%		$	121,807				0.42	%			7.48
Harbor Logistics, LLC			1			$	16,010,000				0.39	%		$	109,949				0.38	%			1.24
Arthur H. Thomas Company			2			$	15,920,000				0.39	%		$	105,546				0.37	%			6.16
Michaels Stores, Inc.			2			$	15,810,000				0.38	%		$	79,000				0.28	%			0.45
Alco Manufacturing Holding Corporation			3			$	15,715,000				0.38	%		$	112,661				0.39	%			7.56
Piccadilly Holdings LLC			5			$	15,387,777				0.37	%		$	104,502				0.36	%			1.77
Cooper’s Hawk Intermediate Holding, LLC			3			$	15,125,000				0.37	%		$	144,097				0.50	%			4.92
Electrical Source Holdings, LLC			3			$	15,060,000				0.36	%		$	109,437				0.38	%			4.48
Tabletrust Brands LLC			3			$	15,000,000				0.36	%		$	103,634				0.36	%			1.35
Four Corners Holdings, Inc.			3			$	14,600,000				0.35	%		$	117,772				0.41	%			1.84
Incredible Pizza Co., Inc.			2			$	14,500,000				0.35	%		$	122,324				0.43	%			1.66
Wiscon Corp.			1			$	14,160,000				0.34	%		$	92,075				0.32	%			1.37
Trident Holdings LLC			16			$	14,100,000				0.34	%		$	107,934				0.38	%			2.15
Cole’s Quality Foods, Inc.			1			$	14,000,000				0.34	%		$	77,350				0.27	%			4.87
Pearl Street Dental Management, LLC			3			$	14,000,000				0.34	%		$	75,491				0.26	%			0.81
Ashley Furniture Corporate Stores			2			$	13,900,000				0.34	%		$	84,465				0.29	%			0.37

 

I-A-3

Tenant		Number of Owned Properties*				Collateral Value				% of Aggregate Collateral Value				Monthly Rent				% of Monthly Rent				WA Unit FCCR(1)
SRG PLK OpCo, LLC			12			$	13,840,000				0.34	%		$	100,642				0.35	%			2.05
The Eye Center of Central PA, LLP			10			$	13,300,000				0.32	%		$	94,094				0.33	%			1.37
Taco John’s of Iowa, Inc.			12			$	13,190,000				0.32	%		$	95,074				0.33	%			1.88
EyeSouth Eye Care Holdco LLC			5			$	13,100,000				0.32	%		$	88,920				0.31	%			6.26
PRCC Holdings, Inc.			4			$	12,790,000				0.31	%		$	93,507				0.33	%			5.90
DWC Healthcare Holdings LLC			1			$	12,780,000				0.31	%		$	74,779				0.26	%			7.21
The Works at Wyomissing, LLC			1			$	12,680,000				0.31	%		$	84,543				0.29	%			1.30
Car Wash Partners, Inc.			5			$	12,250,000				0.30	%		$	80,570				0.28	%			2.21
Viking Restaurants, LLC			11			$	11,960,000				0.29	%		$	106,365				0.37	%			1.75
Crystal Steel Fabricators, Incorporated			4			$	11,940,000				0.29	%		$	78,603				0.27	%			1.67
Vehicle Accessories, Inc.			2			$	11,900,000				0.29	%		$	82,140				0.29	%			11.99
Main Street Gourmet, LLC			1			$	11,480,000				0.28	%		$	69,654				0.24	%			5.99
Rancho Solano Education, LLC			1			$	11,200,000				0.27	%		$	83,187				0.29	%			1.23
Red Mountain Retail, Inc.			2			$	11,190,000				0.27	%		$	94,619				0.33	%			-2.01
Promises Behavioral Health, LLC			1			$	11,100,000				0.27	%		$	107,346				0.37	%			2.50
Other			291			$	691,641,996				16.75	%		$	4,991,016				17.39	%			3.79
N/R - Vacant			10			$	24,190,000				0.59	%		$	0				0.00	%			0.00
Total:			1221			$	4,129,013,956				100.00	%		$	28,699,152				100.00	%			3.89

 

*	May not sum to total due to Property with multiple Leases

Columns may not sum due to rounding

(1)	For certain other properties where Unit FCCR is not available for the unit relating to the individual Mortgaged Property, FCCR is calculated on a corporate level.

 

I-A-4

SCHEDULE I-B

MORTGAGE LOANS

NONE.

 

I-B-1

SCHEDULE I-C

REPRESENTATIONS AND WARRANTIES EXCEPTION SCHEDULE

Pg. 115 (v)(i) The related Owned Properties are not subject to any leases other than the Leases (and the subleases and assignments as permitted thereunder) as described in the Lease Schedule attached to the applicable Series Supplement and made a part of the Master Indenture. No person has any possessory interest in any Owned Property or right to occupy the same except under and pursuant to the provisions of the Leases and subleases or assignments permitted thereunder. The Leases are in full force and effect and there are no material defaults thereunder by the related Issuer or any Tenant. No rent (other than security deposits) has been paid more than one (1) month in advance of its due date. All material work, if any, 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 Owned Property or Leases in the Collateral or hypothecation or pledge by such Issuer of any Lease or of the rents received therein, except for such hypothecation or pledges to the Indenture Trustee for the benefit of the holders of the Notes and any Related Series Notes or that have been released. Except as permitted under certain leases referenced on a schedule to the applicable Series Supplement, no Tenant listed on the Lease Schedule attached to the Series Supplement has assigned its Lease, and no such Tenant holds its leased premises under assignment or sublease. Such Lease Schedule to the applicable Series Supplement sets forth a true and correct list of each Owned 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;

P0004490 (Conn’s Home Plus) – Tenant is provided a limited right to terminate only in the event that, as a result of a partial condemnation or casualty event, Tenant shall reasonably estimate in the exercise of good faith business judgment that the Owned Property cannot be used for the same purpose as before such partial condemnation or casualty event, or if Issuer does not timely make the net award available to Tenant to cause any restoration and reconstruction to make the Owned Property a whole operating unit of substantially the same size and to the same operational level as existed prior to the partial condemnation or casualty event.

P0004191 (Calpine) – A small portion of property (.32 acres) is subject to an option to purchase granted by the prior owner in favor of a third party. Such third party has the right to provide 180 days prior written notice of its intent to purchase. The option to purchase does not impact the obligations of the related Tenant under the Lease and the related Tenant must cover all costs incurred by the related Issuer in connection with the closing (including reasonable attorney’s fees and costs). The option to purchase terminates December 31, 2024.

 

II-1

SCHEDULE II

RESERVED

 

PAGE 2

SCHEDULE III-A

SERIES 2015-1 NOTES

AMORTIZATION SCHEDULE

 

Date		Scheduled Class A-2 Principal Balance ($)
Series Closing Date Balance			257,962,500.00
4/20/2024			257,850,000.00
5/20/2024			257,737,500.00
6/20/2024			257,625,000.00
7/20/2024			257,512,500.00
8/20/2024			257,400,000.00
9/20/2024			257,287,500.00
10/20/2024			257,175,000.00
11/20/2024			257,062,500.00
12/20/2024			256,950,000.00
1/20/2025			256,837,500.00
2/20/2025			256,725,000.00
3/20/2025			256,612,500.00
4/20/2025			—

 

III-F-1

SCHEDULE III-B

SERIES 2016-1 NOTES

AMORTIZATION SCHEDULE

 

Date		Scheduled Class A-1 Principal Balance ($)				Scheduled Class A-2 Principal Balance ($)
Series Closing Date Balance			170,200,692.00				116,436,674.00
4/20/2024			169,813,197.00				116,180,286.00
5/20/2024			169,424,411.00				115,923,043.00
6/20/2024			169,034,328.00				115,664,942.00
7/20/2024			168,642,945.00				115,405,981.00
8/20/2024			168,250,258.00				115,146,157.00
9/20/2024			167,856,261.00				114,885,467.00
10/20/2024			167,460,952.00				114,623,908.00
11/20/2024			167,064,324.00				114,361,477.00
12/20/2024			166,666,375.00				114,098,171.00
1/20/2025			166,267,099.00				113,833,988.00
2/20/2025			165,866,492.00				113,568,924.00
3/20/2025			165,464,549.00				113,302,976.00
4/20/2025			165,061,267.00				113,036,142.00
5/20/2025			164,656,641.00				112,768,419.00
6/20/2025			164,250,666.00				112,499,803.00
7/20/2025			163,843,338.00				112,230,292.00
8/20/2025			163,434,651.00				111,959,882.00
9/20/2025			163,024,603.00				111,688,571.00
10/20/2025			162,613,188.00				111,416,355.00
11/20/2025			162,200,401.00				111,143,233.00
12/20/2025			161,786,238.00				110,869,199.00
1/20/2026			161,370,695.00				110,594,253.00
2/20/2026			160,953,767.00				110,318,390.00
3/20/2026			160,535,449.00				110,041,607.00
4/20/2026			160,115,737.00				109,763,902.00
5/20/2026			159,694,625.00				109,485,271.00
6/20/2026			159,272,110.00				109,205,711.00
7/20/2026			158,848,186.00				108,925,219.00
8/20/2026			158,422,850.00				108,643,793.00
9/20/2026			157,996,095.00				108,361,428.00
10/20/2026			—				108,078,122.00
11/20/2026			—				107,793,872.00
12/20/2026			—				107,508,674.00
1/20/2027			—				107,222,526.00
2/20/2027			—				106,935,424.00
3/20/2027			—				106,647,364.00
4/20/2027			—				—

 

III-G-1

SCHEDULE III-C

SERIES 2018-1 NOTES

AMORTIZATION SCHEDULE

 

Date		Scheduled Class A-2 (AAA) Principal Balance ($)				Scheduled Class A-4 (A+) Principal Balance ($)
Series Closing Date Balance			210,788,413.00				156,756,667.00
4/20/2024			210,598,413.00				156,620,000.00
5/20/2024			210,408,413.00				156,483,333.00
6/20/2024			210,218,413.00				156,346,667.00
7/20/2024			210,028,413.00				156,210,000.00
8/20/2024			209,838,413.00				156,073,333.00
9/20/2024			209,648,413.00				155,936,667.00
10/20/2024			209,458,413.00				155,800,000.00
11/20/2024			209,268,413.00				155,663,333.00
12/20/2024			209,078,413.00				155,526,667.00
1/20/2025			208,888,413.00				155,390,000.00
2/20/2025			208,698,413.00				155,253,333.00
3/20/2025			208,508,413.00				155,116,667.00
4/20/2025			208,318,413.00				154,980,000.00
5/20/2025			208,128,413.00				154,843,333.00
6/20/2025			207,938,413.00				154,706,667.00
7/20/2025			207,748,413.00				154,570,000.00
8/20/2025			207,558,413.00				154,433,333.00
9/20/2025			207,368,413.00				154,296,667.00
10/20/2025			207,178,413.00				154,160,000.00
11/20/2025			206,988,413.00				154,023,333.00
12/20/2025			206,798,413.00				153,886,667.00
1/20/2026			206,608,413.00				153,750,000.00
2/20/2026			206,418,413.00				153,613,333.00
3/20/2026			206,228,413.00				153,476,667.00
4/20/2026			206,038,413.00				153,340,000.00
5/20/2026			205,848,413.00				153,203,333.00
6/20/2026			205,658,413.00				153,066,667.00
7/20/2026			205,468,413.00				152,930,000.00
8/20/2026			205,278,413.00				152,793,333.00
9/20/2026			205,088,413.00				152,656,667.00
10/20/2026			204,898,413.00				152,520,000.00
11/20/2026			204,708,413.00				152,383,333.00
12/20/2026			204,518,413.00				152,246,667.00
1/20/2027			204,328,413.00				152,110,000.00
2/20/2027			204,138,413.00				151,973,333.00
3/20/2027			203,948,413.00				151,836,667.00
4/20/2027			203,758,413.00				151,700,000.00
5/20/2027			203,568,413.00				151,563,333.00
6/20/2027			203,378,413.00				151,426,667.00
7/20/2027			203,188,413.00				151,290,000.00
8/20/2027			202,998,413.00				151,153,333.00
9/20/2027			202,808,413.00				151,016,667.00
10/20/2027			—				—

 

III-H-1

SCHEDULE III-D

SERIES 2019-1 NOTES

AMORTIZATION SCHEDULE

 

Date		Scheduled Class A-1 (AAA) Principal Balance ($)				Scheduled Class A-2 (AAA) Principal Balance ($)				Scheduled Class A-3 (A+) Principal Balance ($)				Scheduled Class A-4 (A+) Principal Balance ($)				Scheduled Class B Principal Balance ($)
Series Closing Date Balance			77,667,746.00				231,108,902.00				45,003,329.00				133,053,319.00				155,000,000.00
4/20/2024			77,633,579.00				231,007,235.00				44,984,162.00				132,996,652.00				155,000,000.00
5/20/2024			77,599,412.00				230,905,568.00				44,964,995.00				132,939,985.00				155,000,000.00
6/20/2024			77,565,245.00				230,803,901.00				44,945,828.00				132,883,318.00				155,000,000.00
7/20/2024			77,531,078.00				230,702,234.00				44,926,661.00				132,826,651.00				155,000,000.00
8/20/2024			77,496,912.00				230,600,566.00				44,907,494.00				132,769,984.00				155,000,000.00
9/20/2024			77,462,745.00				230,498,899.00				44,888,328.00				132,713,316.00				155,000,000.00
10/20/2024			77,428,578.00				230,397,232.00				44,869,161.00				132,656,649.00				155,000,000.00
11/20/2024			77,394,411.00				230,295,565.00				44,849,994.00				132,599,982.00				155,000,000.00
12/20/2024			77,360,244.00				230,193,898.00				44,830,827.00				132,543,315.00				155,000,000.00
1/20/2025			77,326,077.00				230,092,231.00				44,811,660.00				132,486,648.00				155,000,000.00
2/20/2025			77,291,911.00				229,990,563.00				44,792,493.00				132,429,981.00				155,000,000.00
3/20/2025			77,257,744.00				229,888,896.00				44,773,327.00				132,373,313.00				155,000,000.00
4/20/2025			77,223,577.00				229,787,229.00				44,754,160.00				132,316,646.00				155,000,000.00
5/20/2025			77,189,410.00				229,685,562.00				44,734,993.00				132,259,979.00				155,000,000.00
6/20/2025			77,155,243.00				229,583,895.00				44,715,826.00				132,203,312.00				155,000,000.00
7/20/2025			77,121,076.00				229,482,228.00				44,696,659.00				132,146,645.00				155,000,000.00
8/20/2025			77,086,910.00				229,380,560.00				44,677,492.00				132,089,978.00				155,000,000.00
9/20/2025			77,052,743.00				229,278,893.00				44,658,326.00				132,033,310.00				155,000,000.00
10/20/2025			77,018,576.00				229,177,226.00				44,639,159.00				131,976,643.00				155,000,000.00
11/20/2025			76,984,409.00				229,075,559.00				44,619,992.00				131,919,976.00				155,000,000.00
12/20/2025			76,950,242.00				228,973,892.00				44,600,825.00				131,863,309.00				155,000,000.00
1/20/2026			76,916,075.00				228,872,225.00				44,581,658.00				131,806,642.00				155,000,000.00
2/20/2026			76,881,909.00				228,770,557.00				44,562,491.00				131,749,975.00				155,000,000.00
3/20/2026			76,847,742.00				228,668,890.00				44,543,325.00				131,693,307.00				155,000,000.00
4/20/2026			76,813,575.00				228,567,223.00				44,524,158.00				131,636,640.00				155,000,000.00
5/20/2026			76,779,408.00				228,465,556.00				44,504,991.00				131,579,973.00				155,000,000.00
6/20/2026			76,745,241.00				228,363,889.00				44,485,824.00				131,523,306.00				155,000,000.00
7/20/2026			76,711,074.00				228,262,222.00				44,466,657.00				131,466,639.00				155,000,000.00
8/20/2026			76,676,908.00				228,160,554.00				44,447,490.00				131,409,972.00				155,000,000.00
9/20/2026			76,642,741.00				228,058,887.00				44,428,324.00				131,353,304.00				155,000,000.00
10/20/2026			76,608,574.00				227,957,220.00				44,409,157.00				131,296,637.00				155,000,000.00
11/20/2026			—				227,855,553.00				—				131,239,970.00				155,000,000.00
12/20/2026			—				227,753,886.00				—				131,183,303.00				155,000,000.00
1/20/2027			—				227,652,219.00				—				131,126,636.00				155,000,000.00
2/20/2027			—				227,550,551.00				—				131,069,969.00				155,000,000.00
3/20/2027			—				227,448,884.00				—				131,013,301.00				155,000,000.00
4/20/2027			—				227,347,217.00				—				130,956,634.00				155,000,000.00
5/20/2027			—				227,245,550.00				—				130,899,967.00				155,000,000.00
6/20/2027			—				227,143,883.00				—				130,843,300.00				155,000,000.00
7/20/2027			—				227,042,216.00				—				130,786,633.00				155,000,000.00
8/20/2027			—				226,940,548.00				—				130,729,966.00				155,000,000.00
9/20/2027			—				226,838,881.00				—				130,673,298.00				155,000,000.00
10/20/2027			—				226,737,214.00				—				130,616,631.00				155,000,000.00

 

III-I-1

Date		Scheduled Class A-1 (AAA) Principal Balance ($)				Scheduled Class A-2 (AAA) Principal Balance ($)				Scheduled Class A-3 (A+) Principal Balance ($)				Scheduled Class A-4 (A+) Principal Balance ($)				Scheduled Class B Principal Balance ($)
11/20/2027			—				226,635,547.00				—				130,559,964.00				155,000,000.00
12/20/2027			—				226,533,880.00				—				130,503,297.00				155,000,000.00
1/20/2028			—				226,432,213.00				—				130,446,630.00				155,000,000.00
2/20/2028			—				226,330,545.00				—				130,389,963.00				155,000,000.00
3/20/2028			—				226,228,878.00				—				130,333,295.00				155,000,000.00
4/20/2028			—				226,127,211.00				—				130,276,628.00				155,000,000.00
5/20/2028			—				226,025,544.00				—				130,219,961.00				155,000,000.00
6/20/2028			—				225,923,877.00				—				130,163,294.00				155,000,000.00
7/20/2028			—				225,822,210.00				—				130,106,627.00				155,000,000.00
8/20/2028			—				225,720,542.00				—				130,049,960.00				155,000,000.00
9/20/2028			—				225,618,875.00				—				129,993,292.00				155,000,000.00
10/20/2028			—				225,517,208.00				—				129,936,625.00				155,000,000.00
11/20/2028			—				225,415,541.00				—				129,879,958.00				155,000,000.00
12/20/2028			—				225,313,874.00				—				129,823,291.00				155,000,000.00
1/20/2029			—				225,212,207.00				—				129,766,624.00				155,000,000.00
2/20/2029			—				225,110,539.00				—				129,709,957.00				155,000,000.00
3/20/2029			—				225,008,872.00				—				129,653,289.00				155,000,000.00
4/20/2029			—				224,907,205.00				—				129,596,622.00				155,000,000.00
5/20/2029			—				224,805,538.00				—				129,539,955.00				155,000,000.00
6/20/2029			—				224,703,871.00				—				129,483,288.00				155,000,000.00
7/20/2029			—				224,602,204.00				—				129,426,621.00				155,000,000.00
8/20/2029			—				224,500,536.00				—				129,369,954.00				155,000,000.00
9/20/2029			—				224,398,869.00				—				129,313,287.00				155,000,000.00
10/20/2029			—				224,297,202.00				—				129,256,619.00				155,000,000.00
11/20/2029			—				224,195,535.00				—				129,199,952.00				155,000,000.00
12/20/2029			—				224,093,868.00				—				129,143,285.00				155,000,000.00
1/20/2030			—				223,992,201.00				—				129,086,618.00				155,000,000.00
2/20/2030			—				223,890,533.00				—				129,029,951.00				155,000,000.00
3/20/2030			—				223,788,866.00				—				128,973,284.00				155,000,000.00
4/20/2030			—				223,687,199.00				—				128,916,616.00				155,000,000.00
5/20/2030			—				223,585,532.00				—				128,859,949.00				155,000,000.00
6/20/2030			—				223,483,865.00				—				128,803,282.00				155,000,000.00
7/20/2030			—				223,382,198.00				—				128,746,615.00				155,000,000.00
8/20/2030			—				223,280,530.00				—				128,689,948.00				155,000,000.00
9/20/2030			—				223,178,863.00				—				128,633,281.00				155,000,000.00
10/20/2030			—				223,077,196.00				—				128,576,613.00				155,000,000.00
11/20/2030			—				222,975,529.00				—				128,519,946.00				155,000,000.00
12/20/2030			—				222,873,862.00				—				128,463,279.00				155,000,000.00
1/20/2031			—				222,772,195.00				—				128,406,612.00				155,000,000.00
2/20/2031			—				222,670,527.00				—				128,349,945.00				155,000,000.00
3/20/2031			—				222,568,860.00				—				128,293,278.00				155,000,000.00
4/20/2031			—				222,467,193.00				—				128,236,610.00				155,000,000.00
5/20/2031			—				222,365,526.00				—				128,179,943.00				155,000,000.00
6/20/2031			—				222,263,859.00				—				128,123,276.00				155,000,000.00
7/20/2031			—				222,162,192.00				—				128,066,609.00				155,000,000.00
8/20/2031			—				222,060,524.00				—				128,009,942.00				155,000,000.00
9/20/2031			—				221,958,857.00				—				127,953,275.00				155,000,000.00
10/20/2031			—				221,857,190.00				—				127,896,607.00				155,000,000.00
11/20/2031			—				221,755,523.00				—				127,839,940.00				155,000,000.00
12/20/2031			—				221,653,856.00				—				127,783,273.00				155,000,000.00
1/20/2032			—				221,552,189.00				—				127,726,606.00				155,000,000.00
2/20/2032			—				221,450,521.00				—				127,669,939.00				155,000,000.00

 

III-I-2