Exhibit 10.1


 


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,


 


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


 


SIXTH AMENDED AND RESTATED PROPERTY MANAGEMENT
AND

SERVICING AGREEMENT


 





 



 
 Dated as of November 13, 2019


 


 


Net-Lease Mortgage Notes 


 






     


     


    

 


TABLE OF
CONTENTS


 


Page


 




	ARTICLE I DEFINITIONS	2
	Section 1.01	 	Defined Terms	2
	Section 1.02	 	Other Definitional Provisions	33
	Section 1.03	 	Certain Calculations in Respect of the Leases and the Mortgage Loans	34
	Section 1.04	 	Fee Calculations	35
	ARTICLE II REPRESENTATIONS AND WARRANTIES; RECORDINGS AND FILINGS; BOOKS AND RECORDS; DEFECT, BREACH, CURE, REPURCHASE AND SUBSTITUTION	36
	Section 2.01	 	Representations and Warranties of STORE Capital, the Back-Up Manager and the Issuers	36
	Section 2.02	 	Recordings and Filings; Books and Records; Document Defects	40
	Section 2.03	 	Repurchase or Transfer and Exchange for Document Defects, Collateral Defects and Breaches of Representations and Warranties	42
	Section 2.04	 	Non Petition Agreement	43
	ARTICLE III ADMINISTRATION AND SERVICING OF PROPERTIES, LEASES AND MORTGAGE LOANS	44
	Section 3.01	 	Administration of the Properties, Leases and Mortgage Loans	44
	Section 3.02	 	Collection of Monthly Lease Payments and Monthly Loan Payments; General Receipts Accounts; Lockbox Transfer Accounts; Collection
Account;  Release Account	45
	Section 3.03	 	Advances	49
	Section 3.04	 	Withdrawals From the Collection Account, Release Account and Liquidity Reserve Account	51
	Section 3.05	 	Investment of Funds in the Collection Account, the Release Account, the Exchange Reserve Account and the Liquidity Reserve Account	52
	Section 3.06	 	Maintenance of Insurance Policies: Errors and Omissions and Fidelity Coverage	54
	Section 3.07	 	DSCR Reserve Account	57
	Section 3.08	 	Issuers, Custodian and Indenture Trustee to Cooperate; Release of Lease Files and Loan Files	57
	Section 3.09	 	Servicing Compensation: Interest on Advances	58
	Section 3.10	 	Property Inspections; Collection of Financial Statements; Delivery of Certain Reports	60



 






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	Section 3.11	 	Quarterly Statement as to Compliance	61
	Section 3.12	 	Reports by Independent Public Accountants	61
	Section 3.13	 	Access to Certain Information; Delivery of Certain Information	61
	Section 3.14	 	Management of REO Properties and Properties Relating to Defaulted Assets	62
	Section 3.15	 	Release, Sale and Exchange of Defaulted Assets and Terminated Lease Properties	63
	Section 3.16	 	Renewals, Modifications, Waivers, Amendments; Consents and Other Matters	66
	Section 3.17	 	Transfer of Servicing Between Property Manager and Special Servicer; Record Keeping	69
	Section 3.18	 	Sub-Management Agreements	70
	Section 3.19	 	Casualty	72
	Section 3.20	 	Condemnation	74
	Section 3.21	 	Separateness Provisions	77
	Section 3.22	 	Estoppels	78
	Section 3.23	 	Environmental Matters	78
	ARTICLE IV REPORTS	80
	Section 4.01	 	Reports to the Issuers and the Indenture Trustee	80
	Section 4.02	 	Use of Agents	82
	ARTICLE V THE PROPERTY MANAGER AND THE SPECIAL SERVICER	83
	Section 5.01	 	Liability of the Property Manager, the Special Servicer and the Back-Up Manager	83
	Section 5.02	 	Merger, Consolidation or Conversion of the Property Manager, the Special Servicer and the Back-Up Manager	83
	Section 5.03	 	Limitation on Liability of the Property Manager, the Special Servicer and the Back-Up Manager	83
	Section 5.04	 	Term of Service; Property Manager and Special Servicer Not to Resign	84
	Section 5.05	 	Rights of Certain Persons in Respect of the Property Manager and the Special Servicer	85
	Section 5.06	 	Designation of Special Servicer by the Indenture Trustee	85
	Section 5.07	 	Property Manager or Special Servicer as Owner of Notes	86
	ARTICLE VI SERVICER REPLACEMENT EVENTS	86
	Section 6.01	 	Servicer Replacement Events	86
	Section 6.02	 	Appointment of Successor Servicer	89
	Section 6.03	 	Back-Up Manager	91
	Section 6.04	 	Additional Remedies of Issuers and the Indenture Trustee upon a Servicer Replacement Event	93



 






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	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	96
	Section 7.03	 	Transfer of Lease to New Property	96
	Section 7.04	 	Release of Property by an Issuer	97
	Section 7.05	 	Terminated Lease Property and REO Property	97
	Section 7.06	 	Risk-Based or Credit Risk Substitution	98
	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	99
	Section 7.11	 	Exchange Reserve Account	101
	Section 7.12	 	Triple A Release Event	102
	Section 7.13	 	 	102
	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	104
	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	106
	Section 9.12	 	Cooperation	106
	Section 9.13	 	Acknowledgment of Receipts by Indenture Trustee	106



 






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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-1	 	FORM OF MASTER EXCHANGE AGREEMENT
	 	 	 
	EXHIBIT J-2	 	FORM OF EXCHANGE AGREEMENT
	 	 	 
	EXHIBIT K-1	 	FORM OF ESCROW AGREEMENT
	 	 	 
	EXHIBIT K-2	 	FORM OF ESCROW AGREEMENT





 






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This SIXTH AMENDED AND
RESTATED PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of November 13, 2019 (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”), STORE Master Funding XIV, 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 certain of the Issuers owned certain Properties and related Leases and, as of each successive Series Closing Date, the applicable
Issuer will own certain 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”);


 


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, STORE Master Funding VII, 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 as of October 22, 2018 (the “Sixth 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, the Fourth Predecessor Property
Management Agreement and the Fifth 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).


 






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“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.


 


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


 


“Additional
Subsidies”: Funds deposited in or held in an Exchange Account other than funds that constitute Relinquished Property
Proceeds; provided any such funds may not be already subject to the lien of the Indenture.


 


“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 Sixth 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.


 






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“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.


 


“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 (other than amounts relating to
any Excluded Asset) 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 connection with the 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, (h) amounts on deposit in the Exchange Account
that have not been transferred to the Release Account for such Payment Date, if applicable and (i) any amounts received on account
of payments relating to any Excluded Asset.


 






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“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.


 






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“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.


 


“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);


 






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(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;


 


(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, as
further amended by that certain Joinder Agreement, 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, the Indenture Trustee, the Custodian and each joining party
thereto, each such joining party, as an Issuer,1
and as the same may be further amended or supplemented from time to time.


 





 



1 NTD:
Joinder to be added to closing checklist. 


 






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“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).


 


“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”: A disbursement of funds in an Exchange Account pursuant to the terms of a 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 applicable Master Exchange Agreement.


 






    8 


     


    

 


“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-1 or Exhibit K-2 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”:
An exchange transaction pursuant to the terms of a Master Exchange Agreement.


 


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


 


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


 


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


 


“Exchange
Commencement Date”: The date on which a Relinquished Property is transferred in connection with an Exchange pursuant
to a 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.


 






    9 


     


    

 


“Excluded
Asset”: A Property owned by an Issuer that has been identified by the applicable Issuer as not included in the Collateral
Pool and that has been certified by the applicable Issuer in an Officer’s Certificate delivered to the Property Manager and
the Indenture Trustee as satisfying the following conditions: (i) such Property complies, in all material respects, with all of
the representations and warranties made with respect to Owned Properties under the Indenture (with each date therein referring
to the date of acquisition of such Property), (ii) such Property has received an environmental site assessment in connection with
the acquisition of the related Excluded Asset that did not identify any material environmental items, (iii) the contractual amount
of any third party option price with respect to such Property is at least equal to the fair market value of such Property, (iv)
such Property is leased pursuant to a “triple-net” lease or Hybrid Lease, (v) such Property is consistent with STORE
Capital’s investment criteria and does not present any material risk or contingent obligations, taking into account the Servicing
Standard and the best interests of the Noteholders and (vi) such Property has an Appraised Value that, when combined with all Excluded
Assets then owned by the Issuers, would not exceed 5% of the Aggregate Collateral Value (for purposes of this provision, the Aggregate
Collateral Value as measured as of the most recent Issuance Date).


 


“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.


 


“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.


 






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“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 Seventh Amended and Restated Master Indenture, 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, 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).


 


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


 


“Interest
Carry-Forward Amount”: As defined in the Indenture.


 


“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.


 






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“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:


 


(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;


 






    12 


     


    

 


(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;


 


(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;


 






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(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.


 


“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.


 






    14 


     


    

 


“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;


 


(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;


 






    15 


     


    

 


(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;


 


(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;


 






    16 


     


    

 


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 or exchange agreement, entered into by STORE Capital, the Issuers, the Qualified
Intermediary and/or the owner of the Qualified Intermediary, as amended, restated, supplemented or otherwise modified from time
to time, substantially in the form of Exhibit J-1 or Exhibit J-2 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.


 


“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.


 






    17 


     


    

 


“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.


 


“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.


 






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“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.


 


“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.


 






    19 


     


    

 


“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.


 


“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.


 






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“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
(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.


 


“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.


 


“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).


 






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(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.


 


“Qualified
Insurer”: An insurance company or security or bonding company qualified to write the related Property Insurance Policy
in the relevant jurisdiction.


 


“Qualified
Intermediary”: The intermediary specified in a Master Exchange Agreement.


 






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“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 2019-1
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.


 


“Qualified
Substitute Property”: A Property not relating to a Hybrid Lease and acquired by an Issuer in substitution for any
Exchanged Asset or with the Release Price (or any portion of the Release Price) from a Released Property that, in each case, on
the date such Qualified Substitute Property is added to the Collateral Pool, (i)(A) in connection with any Exchanged Asset, 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 the Issuers 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) and (B) in connection with any Property acquired with the Release Price (or
a portion thereof) from a Released Property, has a Collateral Value equal to the Release Price (or portion thereof) applied to
purchase such Qualified Substitute Property, (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 acquired
by the Issuers since the most recent Issuance Date, the same or greater aggregate Monthly Lease Payments and Monthly Loan Payments
as the Exchanged Assets and Released Assets since the most recent Issuance Date (each measured on the date of their respective
removals), (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, Released Properties, Exchanged Hybrid Leases and Released Hybrid Leases and the Mortgage Loans associated
with the Exchanged Loans and Released Loans since the most recent Issuance Date (each 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 Assets and
Released Assets 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, 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.


 






    24 


     


    

 


“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).


 


“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.


 






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“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 applicable Master Exchange Agreement.


 


“Relinquished
Property Proceeds”: Funds derived from or otherwise attributable to the transfer of Relinquished Property pursuant
to a 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.


 


“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 applicable 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.


 






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“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


 


(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, (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), and (iv) shall not cause the Weighted Average Unit FCCR
of the properties remaining in the Collateral Pool to be less than the Weighted Average Unit FCCR of the Collateral Pool prior
to the Series Collateral Release.


 






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“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.


 


“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.


 






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“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.


 


“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


 






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(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-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.


 


“Sub-Manager”:
Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.


 


“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.


 






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“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”: The termination date or end date specified in a 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 all Note Interest with respect to each Class of
Series Notes, assuming for the Class B Notes there is no Class B Note Adjustment Amount, (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.


 


“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 the lesser of (i) 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 (or, 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,
since the most recent Issuance Date) by paying the Release Price and (ii) the outstanding balance of all Triple A Notes.


 






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“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) any proceeds transferred from the Exchange Account to the Release Account pursuant to the Exchange Program, (viii)
any proceeds with respect to a Triple A Release Event, (ix) any Post-Closing Acquisition Unused Proceeds, and (x) all amounts transferred
from the Release Account to the Collection Account during the related Collection Period.


 


“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.


 


“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 November 13, 2019.


 






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“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.


 






    34


     


    

 


(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.


 






    36


     


    

 


(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;


 






    37


     


    

 


(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;


 






    38


     


    

 


(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


 






    39


     


    

 


(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.


 






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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.


 


(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.


 






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(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.


 


(e)              
The Property Manager agrees to service and administer Excluded
Assets on behalf of the applicable Issuers, in accordance with any and all applicable
laws, 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. Unless and until an Excluded
Asset is added to the Collateral Pool as a Qualified
Substitute Property, the terms of this Agreement that relate to the Collateral
Pool, including Articles III (other than this
Section 3.01(e)), Article IV, Article V,
Article VI and Article VII, shall not apply with
respect to any Excluded Assets.


 


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; provided,
however, that the Property Manager may, on behalf of the applicable Issuer,
at any time make withdrawals from the Collection Account in respect of amounts relating
to Excluded Assets. 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;


 






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(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.


 


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 applicable 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.


 






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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.


 


(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, (D) Deferred Post-ARD Additional Interest or (E) the Interest
Carry-Forward Amount. 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.


 






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(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.


 


(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.


 






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(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.


 


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:


 






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(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.


 


(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 applicable 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, 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.


 






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(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.


 


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. For the avoidance of doubt,
no compensation shall be due to the Property Manager with respect to any Excluded
Assets.


 






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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.


 






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(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.


 


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.


 






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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.


 


Section 3.12       
Reports by Independent Public Accountants.


 


On or before April 30
of each year, beginning April 30, 2020, 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.


 






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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.


 


(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.


 






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(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.


 


(k)               
For the avoidance of doubt, if the Special Servicer determines that, with
respect to a Defaulted Asset, a lease assumption
with modification, or a re-lease, would maximize revenue received by the related Issuer,
and the terms of such new or modified lease will include
rent that is 60% or less than the rent previously received on the Defaulted Asset,
then the Special Servicer shall enter into any such lease
for no more than 10 years, so long as the Special Servicer determines that entering
into such lease term would be in accordance with the Servicing
Standard and in the best interests of the Noteholders.


 


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.


 






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(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:


 


(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.


 






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(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.


 


(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.


 






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(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.


 


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.


 






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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.


 


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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(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).


 






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(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.


 


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.


 






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(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.


 


(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.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 


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.


 






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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.


 


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


 






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(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


 


(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


 






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(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


 


(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.


 






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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.


 


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.


 






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(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.


 


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.


 






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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.


 


(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.


 






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(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.


 


(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.


 









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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.


 


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 Released Assets and
Exchanged Assets 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, solely to the extent such Release Price was applied to any of the Notes
as Unscheduled Principal Payments, 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. In the event that Released
Properties in an amount greater than 25% of the Aggregate Collateral Value are released,
the Property Manager will use best efforts to invest the related excess Release
Price in the Release Account to purchase Qualified
Substitute Properties in exchange for such Released
Assets; provided, in the event the Property Manager
is not able to purchase Qualified Substitute Properties in exchange,
after 12 months, the proceeds will be required to be paid to Noteholders in accordance with
this Agreement. 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 a 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, a Qualified Substitute Property may be added to the Collateral
Pool prior to the removal of the related Exchanged Asset. In addition, a Qualified
Substitute Property may be added to the Collateral Pool prior to the payment of the
related Release Price, so long as all of the requirements set forth in this Section 7.01
are completed.


 






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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.


 


(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.


 






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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.


 


(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, solely to the extent such Release
Price was applied to any of the Notes as Unscheduled
Principal Payments, shall not exceed 25% of the Aggregate Collateral Value (as 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.


 






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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 five (5) 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 credit risk or risk of default by the Tenant under such Lease or the Borrower under
such Mortgage Loan, as applicable, that could reasonably be likely to result in shortfalls to Noteholders in the Priority of Payments
(“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.


 


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 35% 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; (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) and (iv)
shall not cause the Weighted Average Unit FCCR of the properties remaining in the Collateral Pool to be less than the Weighted
Average Unit FCCR of the Collateral Pool prior 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 35% 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 35% 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,
the Series 2016-1 Notes and the Series 2018-1 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, the Series
2016-1 Notes and the Series 2018-1 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 accordance with the terms of the applicable Master Exchange Agreement,
the following restrictions shall apply:


 


(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.


 






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(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.


 


(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.


 






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(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 connection with any Exchange Program established pursuant to 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, STORE Capital shall
deposit or cause to be deposited into the Exchange Reserve Account, Exchange
Cash Collateral in accordance with this Section 7.11. Proceeds received in connection
with the sale of an Excluded Asset may, in STORE Capital’s
discretion, be transferred to the Exchange Account; provided,
however, that unless such Excluded Asset has been added to the Collateral
Pool as a Qualified Substitute Property, STORE Capital
shall not be required to make an equivalent deposit into the Exchange Reserve Account for
any Excluded Asset whose sale proceeds have been deposited into the Exchange
Account.


 


(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 applicable 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”).


 






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(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 applicable 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.


 






    102


     


    

 


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.


 


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.


 






    103


     


    

 


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.


 


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.


 






    104


     


    

 


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


 


(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.


 






    105


     


    

 


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.


 


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.


 






    106


     


    

 


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:	/s/
    Chad A. Freed 
	 	Name:  	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING I, LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING II, LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING III, LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING IV, LLC, a Delaware limited, liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING V, LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING VI LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING VII LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel
	 	 	 
	 	STORE MASTER FUNDING XIV LLC, a Delaware limited liability company, as Issuer
	 	 	 
	 	By: 	/s/ Chad A. Freed
	 	Name:	Chad A. Freed
	 	Title:	Executive Vice President - General Counsel




 





Sixth A&R Property Management Agreement
(STORE 2019-1)


 






    


     


    

 


	 	CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee
	 	 	 
	 	By:	/s/
    James Polcari 
	 	Name:	
    James Polcari
	 	Title:	Senior Trust Officer




 


 





Sixth A&R Property Management Agreement
(STORE 2019-1)


 






    


     


    

 





	 	KEYBANK
    NATIONAL ASSOCIATION, as Back-Up Manager
	 	 	 
	 	By:  	/s/
    W.     Todd Reynolds  
	 	Name:	W. Todd Reynolds 
	 	Title:	Senior Vice President


 


 





Sixth A&R Property Management Agreement
(STORE 2019-1)


 






    


     


    

 



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


STORE Master Funding XIV, 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 Sixth Amended and
Restated Property Management and Servicing Agreement, dated as of November 13, 2019 (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, STORE Master Funding XIV, 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.:]


 


[Borrower’s Name:


Address:


Mortgage Loan No.:]


 






    EXHIBIT B-1-1


     


    

 


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.       [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

STORE Master Funding XIV, 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 Sixth Amended and Restated
Property Management and Servicing Agreement, dated as of November 13, 2019 (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, STORE Master Funding XIV, 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 Sixth Amended and Restated Property Management and Servicing Agreement, dated as
of November 13, 2019 (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 Master
Funding XIV, 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.


 






    EXHIBIT C-1-1


     


    

 


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.


 


	 	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

STORE Master Funding XIV, 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 Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019 (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 Master Funding XIV, 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: .


 


	 	[NAME OF ENTITY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    EXHIBIT C-2-1


     


    

 


EXHIBIT D


 


FORM OF LIMITED POWERS OF ATTORNEY

FROM ISSUER OR INDENTURE TRUSTEE


 


KNOW ALL MEN BY THESE PRESENTS:


 


WHEREAS, pursuant to
a certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019 ( 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 Master Funding XIV, 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 Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	                                               	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]
	 	 
	 	[STORE Master Funding II, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]
	 	 
	 	[STORE Master Funding III, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]













 






    EXHIBIT D-3


     


    

 





	 	[STORE Master Funding IV, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	                                       	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]
	 	 
	 	[STORE Master Funding V, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]
	 	 
	 	[STORE Master Funding VI, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]












 






    EXHIBIT D-4


     


    

 





	 	[STORE Master Funding VII, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	                                       	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]
	 	 
	 	[STORE Master Funding XIV, LLC, as Issuer under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019
	 	 	 
	 	By:	[ISSUER MEMBER], its [      ]
	 	 	 
	 	 	By:	[_________________]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	]







 





	 	[CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee under that certain Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019	 
	 	 	 
	 	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][XIV],
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.


 






    EXHIBIT E-3


     


    

 


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:


 


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:


 


NONE


 







    EXHIBIT E-4


     


    

 





(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:


 


NONE


 







    EXHIBIT E-5


     


    

 





(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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 


[SIGNATURES FOLLOW ON NEXT PAGE]


 






    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 Sixth
Amended and Restated Property Management and Servicing Agreement, dated as of [__], 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, 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 Sixth Amended and Restated Property Management and Servicing Agreement, dated as of [__], 2019



 





	                         	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 Sixth Amended and Restated Property Management and Servicing Agreement, dated as of November 13, 2019 (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 Master Funding XIV, 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 Sixth Amended and Restated Property Management Agreement, dated November 13, 2019 (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, STORE Master Funding XIV, 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 November 13, 2019 (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 [__], 2019 (the “Series 2019-1 Closing Date”) is equal to at least
5% of the aggregate Collateral Value of the Collateral Pool as measured on the Series 2019-1 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 2019-1 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-1


 


FORM OF MASTER EXCHANGE AGREEMENT


 


[to be attached]


 






    EXHIBIT J-1


     


    

 


EXHIBIT J-2


 


FORM OF MASTER EXCHANGE AGREEMENT


 


[to be attached]


 






    EXHIBIT J-1


     


    

 


EXHIBIT K-1


 


FORM OF ESCROW AGREEMENT


 


[to be attached]


 






    EXHIBIT K-1


     


    

 


EXHIBIT K-2


 


FORM OF ESCROW AGREEMENT


 


[to be attached]


 






    EXHIBIT K-1