EX-4.3



 Exhibit 4.3 

EXECUTION VERSION 
 SCF RC
FUNDING I LLC, 
 as an Issuer, 

SCF RC FUNDING II LLC, 
 as an
Issuer, 
 and 
 CITIBANK, N.A.,

 as Indenture Trustee 
  

 
 AMENDED AND
RESTATED SERIES 2016-1 SUPPLEMENT 
 Dated as of July 11, 2017 

to 
 MASTER INDENTURE 

Dated as of December 7, 2016 
  

 
 NET-LEASE MORTGAGE NOTES, SERIES 2016-1, CLASS A AND CLASS B 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I
	  	 DEFINITIONS
	  	 	2	 
			
	 Section 1.01
	  	 Definitions
	  	 	2	 
			
	 ARTICLE II
	  	 CREATION OF THE SERIES 2016-1 NOTES; PAYMENTS ON THE
SERIES 2016-1 NOTES
	  	 	7	 
			
	 Section 2.01
	  	 Designation
	  	 	7	 
	 Section 2.02
	  	 Payments on the Series 2016-1 Notes
	  	 	8	 
	 Section 2.03
	  	 Voluntary Prepayment
	  	 	9	 
	 Section 2.04
	  	 Early Refinancings
	  	 	9	 
	 Section 2.05
	  	 Unscheduled Principal Payments
	  	 	9	 
			
	 ARTICLE III
	  	 REPRESENTATIONS AND WARRANTIES
	  	 	10	 
			
	 Section 3.01
	  	 Representations and Warranties
	  	 	10	 
	 Section 3.02
	  	 Conditions Precedent Satisfied
	  	 	10	 
	 Section 3.03
	  	 Reserved
	  	 	10	 
			
	 ARTICLE IV
	  	 MISCELLANEOUS PROVISIONS
	  	 	11	 
			
	 Section 4.01
	  	 Ratification of Indenture
	  	 	11	 
	 Section 4.02
	  	 Counterparts
	  	 	11	 
	 Section 4.03
	  	 Governing Law
	  	 	11	 
	 Section 4.04
	  	 Beneficiaries
	  	 	11	 
	 Section 4.05
	  	 Non-Petition
	  	 	11	 
	 Section 4.06
	  	 Non-Recourse
	  	 	11	 
	 Section 4.07
	  	 Amendments
	  	 	12	 
	 Section 4.08
	  	 Notice to the Rating Agencies
	  	 	12	 
			
	 ARTICLE V
	  	 AFFILIATE PARTIES
	  	 	12	 
			
	 Section 5.01
	  	 Affiliate Parties
	  	 	12	 

  

			
	 Exhibits
	  	
	 EXHIBIT A
	  	 Additional Representations and Warranties

		
	 Schedules
	  	
	 SCHEDULE I-A
	  	 Properties / Locations

	 SCHEDULE I-B
	  	 Mortgage Loans

	 SCHEDULE I-C
	  	 Representations and Warranties Exception Schedule

	 SCHEDULE II-A
	  	 Amortization Schedule (Series 2016-1 Class A
Notes)

	 SCHEDULE II-B
	  	 Amortization Schedule (Series 2016-1 Class B
Notes)



  
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 AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT, dated as
of July 11, 2017 (the “Series 2016-1 Supplement”), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC (each an “Issuer” and together, the
“Issuers”) and the Indenture Trustee. 
 WHEREAS, Pursuant to the original series
2016-1 supplement, dated as of December 7, 2016 (the “Original Series 2016-1 Supplement”), to the original master indenture, dated as of
December 7, 2016 (the “Original Master Indenture”), between the Issuers and the Indenture Trustee, the Issuers and the Indenture Trustee created a new Series of Notes (the “Series 2016-1 Notes”), which consisted of the Series 2016-1 Class A Notes (as defined below) and the Series 2016-1
Class B Notes (as defined below), and specified the Principal Terms thereof; 
 WHEREAS, pursuant to Section 4.07 of the Original
Series 2016-1 Supplement and Section 8.02 of the Original Master Indenture, with the consent of the Controlling Party of each Series and ten (10) days’ prior written notice to the Rating
Agencies, the parties to the Original Master Indenture, the Notes, the Property Management Agreement, any Mortgage, the Performance Support Agreement or any other Transaction Document, as applicable, may enter into one or more amendments thereto for
the purpose of adding any provisions thereto, changing in any manner or eliminating any of the provisions thereof or modifying in any manner the rights of the Noteholders thereunder; provided, that no such supplemental indenture or amendment
shall be effective unless the Indenture Trustee shall have first received a Tax Opinion to the effect that such amendment will not (x) adversely affect the tax characterization of any Note that was characterized as debt at the time of its
issuance, (y) cause any Issuers to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, and (z) cause or
constitute an event in which any tax gain or loss would be recognized by any Noteholder or any Issuers for federal income tax purposes; 

WHEREAS, the requirements for consent, notice and opinions listed in the preceding paragraph have been complied with and obtained as
applicable; 
 WHEREAS, in connection with the execution of the Amended and Restated Master Indenture, dated as of July 11, 2017 (as
amended and restated, the “Master Indenture”), among the Issuers, SCF RC Funding III LLC, as an Issuer, and the Indenture Trustee, amending and restating the terms of the Original Master Indenture, the parties hereto
desire to amend and restate certain of the terms of the Original Series 2016-1 Supplement; 

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







 NOW THEREFORE, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.01    Definitions. 

Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture or in the Property Management
Agreement, as applicable. 
 “Accrual Period”: With respect to the Series
2016-1 Notes and any Payment Date, the period from and including the 25th day of the preceding month (or, with respect to the initial Accrual Period,
from and including the Series Closing Date) to, but excluding, the 25th day of the month of payment. For the avoidance of doubt, the Accrual Period will always be computed on the basis of a 360-day year consisting of twelve 30-day months. 

“Affiliate Party”: Means (i) SCF Realty Capital, (ii) any of its affiliates or subsidiaries, or
(iii) any party controlling or under common control with any entity specified in clauses (i) and (ii). 
 “Allocated
Loan Amount”: As defined in the Property Management Agreement. 
 “Anticipated Repayment Date”: With
respect to the Series 2016-1 Notes, the Payment Date occurring in November 2021. 

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

“Controlling Party”: With respect to the Series 2016-1 Notes, the Noteholders
representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2016-1 Class A Notes, or, if such Series 2016-1 Class A Notes
have been paid in full, Noteholders representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2016-1 Class B Notes; provided, however, if on any date of
determination one or more Affiliate Parties are Noteholders representing in the aggregate 50% or less of (i) the Outstanding Principal Balance of the Series 2016-1 Class A Notes as of such date or
(ii) if the Series 2016-1 Class A Notes have been paid in full, the Outstanding Principal Balance of the Series 2016-1 Class B Notes as of such date, the
Notes held by such Affiliate Party or Parties will not be included in the calculation of “Controlling Party” and such Affiliate Parties will have no voting rights in connection therewith on such date. 

“Early Refinancing Prepayment”: As defined in Section 2.04. 

“Early Refinancing Notice Date”: As defined in Section 2.04. 

“FCCR”: As defined in the Property Management Agreement. 

“Full Redemption Amount”: The amount specified in Section 2.03(b). 

“Hedge Agreement”: Not applicable to the Series 2016-1 Notes. 

“Hedge Counterparty”: Not applicable to the Series 2016-1 Notes. 

  
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 “Hedge Counterparty Account”: Not applicable to the Series 2016-1 Notes. 
 “Indenture”: The Master Indenture, as supplemented by this Series
2016-1 Supplement and any other Series Supplement, as applicable. 
 “Indenture Trustee
Fee Rate”: With respect to the Series 2016-1 Notes, 0.0085%. 
 “Initial
Purchaser”: Each of Credit Suisse Securities (USA) LLC and Guggenheim Securities, LLC. 
 “Issuer LLC
Agreement”: As the context requires, (i) the second amended and restated limited liability company agreement of SCF RC Funding I LLC, dated as of July 11, 2017 or (ii) the second amended and restated limited liability
company agreement of SCF RC Funding II LLC, dated as of July 11, 2017, in each case as may be amended or restated from time to time. 

“Issuer Manager”: SCF Realty Capital in its capacity as manager of each Issuer, and its permitted successors and
assigns. 
 “Make Whole Amount”: With respect to the Series 2016-1 Notes and
any Voluntary Prepayment or Unscheduled Principal Payment is equal to an amount not less than zero (as calculated two (2) Business Days prior to such Payment Date) equal to: (A) using the Reinvestment Yield, the sum of the discounted
present values of the scheduled payments of principal and interest remaining for such Class of Notes until twenty-four (24) months prior to the applicable Anticipated Repayment Date for the portion of the Class of Notes being prepaid
(calculated prior to the application of the Voluntary Prepayment or Unscheduled Principal Payment), minus (B) the amount of principal repaid by the Voluntary Prepayment or Unscheduled Principal Payment made with respect to such Class of
Notes, as applicable. 
 “Make Whole Date”: The Payment Date occurring in November 2019. 

“Maximum Property Concentration”: Means, with respect to any Determination Date, after giving effect to any Qualified
Substitute Property, Qualified Substitute Loan, Qualified Mortgaged Property, Post-Closing Property, Replacement Property and, in each case, the Leases thereunder, the following percentages equal to the aggregate Allocated Loan Amounts of the
Properties in such concentration over the aggregate Allocated Loan Amounts of the Collateral Pool: (i) (a) with respect to the Restaurants – Casual Dining, Restaurants – Family Dining, and Restaurants – Quick Service
Business Sectors as of any Determination Date, no limit, so long as no related Restaurant Concept exceeds 25.0% as of such Determination Date and (b) with respect to each other Business Sector as of any Determination Date, a percentage equal to
20.0%; (ii) with respect to any Tenant (including affiliates thereof), (a) in the case of the largest Tenant (including affiliates thereof) as of such Determination Date, a percentage equal to 25.0% and (b) in the case of the five
(5) largest Tenants (including affiliates thereof) as of such Determination Date, an aggregate percentage equal to 60.0% as of such Determination Date; (iii) (a) with respect to Properties located in any state (other than Texas,
Florida or Georgia) as of such Determination Date, a percentage equal to 17.5% and (b) with respect to Properties located in Texas, Florida or Georgia as of such Determination Date, a percentage equal to 25.0% as of


  
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such Determination Date; (iv) with respect to Properties with a FCCR less than 1.25 as of such Determination Date, a percentage equal to 10.0% as of such Determination Date; (v) with
respect to Tenant Ground Leases as of such Determination Date, a percentage equal to 3.0% as of such Determination Date; (vi) with respect to Leasehold Properties as of such Determination Date, a percentage equal to 5.0% as of such
Determination Date; (vii) with respect to Percentage Rent as a percentage of total rent as of such Determination Date, a percent equal to 5.0% as of such Determination Date; (viii) with respect to Properties with less than twelve
(12) months of operating history at such location as of such Determination Date, a percentage equal to 10.0% as of such Determination Date and (ix) (a) with respect to Loans, as of such Determination Date prior to the first Related
Series Closing Date occurring after the Series Closing Date, a percentage no greater than 0.0% as of such Determination Date and (b) with respect to Loans, as of such Determination Date on or after the first Related Series Closing Date
occurring after the Series Closing Date, a percentage no greater than 20.0% as of such Determination Date. 
 “Note
Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to each Class of Notes, as applicable. 

“Post-ARD Additional Interest Rate”: With respect to the Series 2016-1 Notes, a rate determined by the Property Manager to be the greater of (i) 5.00% and (ii) the amount, if any, by which the sum of the following exceeds the Note Rate for such Class of Notes:
(A) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on such Anticipated Repayment Date of the United States
Treasury Security having a term closest to ten (10) years, plus (B) 5.00%, plus (C) the applicable Post-ARD Spread. 

“Post-ARD Spread”: With respect to (i) the Series 2016-1 Class A Notes, a percentage equal to 2.73%, and (ii) the Series 2016-1 Class B Notes, a percentage equal to 3.70%. 

“Private Placement Memorandum”: With respect to the Series 2016-1 Notes, the
Private Placement Memorandum dated November 23, 2016. 
 “Qualified Intermediary”: SCF Exchange LLC. 

“Qualified Release Amount”: An amount equal to one hundred fifteen percent (115%) of the Early Refinancing Prepayment.

 “Rated Final Payment Date”: With respect to the Series 2016-1 Notes, the
Payment Date occurring in November 2046. 
 “Rating Agencies”: S&P Global, Inc. and Kroll Bond Rating
Agency, Inc. 
 “Reinvestment Yield”: With respect to any Class of Series
2016-1 Notes, the yield on the United States Treasury Securities having the closest maturity (month and year) to the weighted average life of such Class of Notes as of such Payment Date, measured
twenty-four (24) months prior to the Anticipated Repayment Date of such Class of Notes (prior to the application of any Voluntary Prepayment or Unscheduled Principal Prepayment with respect thereto, plus 0.50%. If more than one such United
States Treasury Security is quoted as maturing on such date, then the yield of the United States Treasury Security quoted closest to par shall be used in the calculation of the Reinvestment Yield. 

  
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 “Related Series Closing Date”: The date of issuance of any Related Series
Notes. 
 “Related Series Notes”: One or more additional series of Notes issued by the Issuers and any applicable co-issuer pursuant to the Indenture and the applicable Series Supplement, each of which will also be secured by the Collateral Pool on a pro rata basis. 

“Requisite Global Majority”: The Noteholders representing more than 66 2/3% of the Aggregate Series Principal Balance;
provided, however, if on any date of determination one or more Affiliate Parties is a Noteholder representing in the aggregate 50% or less of (i) the Outstanding Principal Balances of the Series
2016-1 Class A Notes and any class A notes of any Related Series Notes as of such date or (ii) if the Series 2016-1 Class A Notes and any class A notes of
any Related Series Notes have been paid in full, the Outstanding Principal Balance of the Series 2016-1 Class B Notes and any class B notes of any Related Series Notes as of such date, the Notes held by
such Affiliate Party or Parties will not be included in the calculation of the “Requisite Global Majority” and such Affiliate Party or Parties will have no voting rights in connection therewith on such date; provided further, that
if on any date of determination one or more Affiliate Party or Parties own in the aggregate less than 100% of the Aggregate Series Principal Balance of the Notes as of such date, the Notes held by such Affiliate Party or Parties will not be included
in the calculation of “Requisite Global Majority” for the purpose of exercising any voting rights with respect to directing, waiving, rescinding, declaring, voting or acting with respect to any Event of Default, acceleration of the Notes,
Early Amortization Period, Servicer Replacement Event or the exercise of remedies under the Indenture or any Mortgage. 

“Scheduled Class A Principal Balance”: With respect to any Payment Date and the
Series 2016-1 Class A Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule II-A. 

“Scheduled Class A Principal Payment”: With respect to each Payment Date and the
Series 2016-1 Class A Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A Principal Payment from prior Payment Dates plus (b) the product of (i)(A) the related
Scheduled Class A Principal Balance for the prior Payment Date minus (B) the Scheduled Class A Principal Balance for the current Payment Date multiplied by (ii) a fraction (A) the numerator of which is equal to the
Outstanding Principal Balance of the Series 2016-1 Class A Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this
definition and (B) the denominator of which is the Scheduled Class A Principal Balance for the prior Payment Date. 

“Scheduled Class B Principal Balance”: With respect to any Payment Date and the
Series 2016-1 Class B Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule II-B. 

  
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 “Scheduled Class B Principal Payment”:
With respect to each Payment Date and the Series 2016-1 Class B Notes, an amount equal to (i) on any Payment Date prior to the Anticipated Repayment Date, zero dollars ($0) and (ii) on the
Anticipated Repayment Date, the Outstanding Principal Balance of the Series 2016-1 Class B Notes. 

“Scheduled Series Principal Balance”: The Scheduled Class A Principal Balance or the Scheduled Class B
Principal Balance, as the context requires. 
 “Series 2016-1
Class A Notes”: Any of the $263,500,000 Net-Lease Mortgage Notes, Series 2016-1, Class A, issued pursuant to this
Series 2016-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2 or A-3 attached to the Indenture. 

“Series 2016-1 Class A Note Interest”: On any
Payment Date for the Series 2016-1 Class A Notes, the interest accrued during the related Accrual Period at the Series 2016-1 Class A Note Rate, applied to the
Outstanding Principal Balance of the Series 2016-1 Class A Notes before giving effect to any payments of principal on such Payment Date. 

“Series 2016-1 Class A Note Rate”: The Note
Rate set forth in Section 2.01 hereof that corresponds to the Series 2016-1 Class A Notes. 

“Series 2016-1 Class A Noteholder”: With
respect to any Series 2016-1 Class A Note, the Person in whose name such Note is registered on the Note Register. 

“Series 2016-1 Class B Notes”: Any of the
$17,250,000 Net-Lease Mortgage Notes, Series 2016-1, Class B, issued pursuant to this Series 2016-1 Supplement and the
Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits A-1, A-2 or A-3 attached to the Indenture. 
 “Series 2016-1
Class B Note Interest”: On any Payment Date for the Series 2016-1 Class B Notes, the interest accrued during the related Accrual Period at the Series 2016-1 Class B Note Rate, applied to the Outstanding Principal Balance of the Series 2016-1 Class B Notes before giving effect to any payments of principal on such
Payment Date. 
 “Series 2016-1 Class B Note
Rate”: The Note Rate set forth in Section 2.01 hereof that corresponds to the Series 2016-1 Class B Notes. 

“Series 2016-1 Class B Noteholder”: With
respect to any Series 2016-1 Class B Note, the Person in whose name such Note is registered on the Note Register. 

“Series 2016-1 Early Refinancing Period”: As defined in Section 2.04.

 “Series 2016-1 Note”: Any of the Series
2016-1 Class A Notes and the Series 2016-1 Class B Notes. 

  
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 “Series 2016-1 Noteholder”: Any
of the Series 2016-1 Class A Noteholders and the Series 2016-1 Class B Noteholders. 

“Series Closing Date”: December 7, 2016. 

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

ARTICLE II 
 CREATION OF
THE SERIES 2016-1 NOTES; PAYMENTS ON THE SERIES 2016-1 

NOTES 

Section 2.01    Designation. 

(a)    There is hereby created a Series of Notes consisting of the Series 2016-1
Class A Notes and the Series 2016-1 Class B Notes to be issued by the Issuers pursuant to the Indenture and this Series 2016-1 Supplement to be known as “Net-Lease Mortgage Notes, Series 2016-1.” The Series 2016-1 Notes shall have the following Class designations, Initial
Principal Balances, Note Rates and Ratings: 
  

							
	
Class Designation
	  	 Initial Principal
Balance
	  	 Note Rate
	  	 Ratings
(S&P/KBRA)

	 Series 2016-1 Class A Notes
	  	$263,500,000	  	4.45%	  	A / A(sf)
	 Series 2016-1 Class B Notes
	  	$17,250,000	  	5.43%	  	BBB / BBB(sf)

 The Note Interest with respect to the Series 2016-1 Notes will be computed on the
basis of a 360-day year consisting of twelve 30-day months. 

The Series 2016-1 Notes shall not have preference or priority over the Notes of any other Series
except to the extent set forth in the Indenture. The Series 2016-1 Notes shall not be subordinate to any other Series. 

(b)    The initial Payment Date with respect to the Series 2016-1 Notes shall be
the Payment Date occurring in December 2016. The Rated Final Payment Date with respect to the Series 2016-1 Notes shall be in November 2046. 

(c)    The initial Collection Period with respect to the Series 2016-1 Notes shall
be the period commencing on the Series Closing Date and ending on (and including) the Determination Date in December 2016. 

(d)    On the Series Closing Date, the Series 2016-1 Notes shall be issued in the
form of Book-Entry Notes. For the avoidance of doubt, the Series 2016-1 Notes may be transferred in accordance with Article II of the Master Indenture, subject to the additional requirements set forth
herein. 
 (e)    Each statement, notice or other document related to the Series
2016-1 Notes required to be provided to any applicable Rating Agency pursuant to Section 5.14 of the Indenture via email shall be sent to the following addresses: servicer_reports@sandp.com and
abssurveillance@kbra.com, in each case, with a copy to scfrealtycapitalttqa@17g5.com. 

  
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 (f)    The “Series Disposition Period Date” with
respect to the Series 2016-1 Notes shall be the Payment Date occurring in November 2043. 

Section 2.02    Payments on the Series 2016-1 Notes. On each Payment
Date, the Indenture Trustee will apply the Series Available Amount with respect to the Series 2016-1 Notes for such Payment Date for the following purposes and in the following order of priority: 

(1)    to the Series 2016-1 Class A Noteholders, the Series 2016-1 Class A Note Interest, plus unpaid Series 2016-1 Class A Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2016-1 Class A Note Interest at the Series 2016-1 Class A Note Rate; 

(2)    to the Series 2016-1 Class B Noteholders, the Series 2016-1 Class B Note Interest, plus unpaid Series 2016-1 Class B Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2016-1 Class B Note Interest at the Series 2016-1 Class B Note Rate; 

(3)    (I) for so long as no Early Amortization Period or Event of Default has occurred and is continuing,
to the Series 2016-1 Class A Noteholders, an amount equal to the Scheduled Class A Principal Payment and the Unscheduled Principal Payment allocable to the Series
2016-1 Notes for such Payment Date; or (II) if an Early Amortization Period or Event of Default has occurred and is continuing to the Series 2016-1 Class A
Noteholders all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2016-1 Class A Notes has been reduced to zero; 

(4)    (I) for so long as no Early Amortization Period or Event of Default has occurred and is continuing,
to the Series 2016-1 Class B Noteholders, an amount equal to the sum of the Scheduled Class B Principal Payment and the Unscheduled Principal Payments allocable to the Series 2016-1 Notes for such Payment Date remaining after distributions to the Series 2016-1 Class A Noteholders pursuant to clause 3(I) immediately above; or (II) if an
Early Amortization Period or Event of Default has occurred and is continuing, to the Series 2016-1 Class B Noteholders, all remaining Series Available Amounts until the Outstanding Principal Balance of
the Series 2016-1 Class B Notes has been reduced to zero; 

(5)    to the Series 2016-1 Class A Noteholders, the Make
Whole Amounts allocated to the Series 2016-1 Class A Notes, if any, due on such Payment Date; 

(6)    to the Series 2016-1 Class B Noteholders, the Make
Whole Amounts allocated to the Series 2016-1 Class B Notes, if any, due on such Payment Date; 

(7)    to the Series 2016-1 Class A Noteholders any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due on the Series 2016-1 Class A Notes on such
Payment Date; 

  
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 (8)    to the Series
2016-1 Class B Noteholders, any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due on the
Series 2016-1 Class B Notes on such Payment Date; 

(9)    to the Qualified Intermediary, the earned and unpaid Qualified Intermediary Fees; and 

(10)    to the Issuers, all remaining Series Available Amounts (such amounts to be released from the lien
of the Indenture). 
 Section 2.03    Voluntary Prepayment. 

(a)    The Issuers may, at their option, elect to make a Voluntary Prepayment with respect to each Class of Series 2016-1 Notes in whole or in part on the related Redemption Date in accordance with Section 7.01 of the Master Indenture. 

(b)    The Full Redemption Amount in connection with a Voluntary Prepayment of the Series
2016-1 Notes shall be an amount equal to the sum of (i) the then Outstanding Principal Balance of the Series 2016-1 Notes being prepaid, (ii) all accrued and
unpaid interest thereon, (iii) all amounts related to the Series 2016-1 Notes that are outstanding to the Indenture Trustee, the Property Manager, the Special Servicer the
Back-Up Manager and any other parties to the Transaction Documents and (iv) the required Make Whole Amount, if applicable. The Issuers may prepay a Class of Series
2016-1 Notes in full (without prepaying any Related Series Notes or any other Class of Series 2016-1 Notes) on any Business Day that is on or following the Make
Whole Date; provided, that, such Class of Series 2016-1 Notes may only be prepaid in full (without prepaying any other Related Series Notes or other Class of Series 2016-1 Notes) if no other Class of Series 2016-1 Notes or class of Related Series Notes with a higher alphabetical designation and an Anticipated Repayment Date that is
the same as or sooner than the Anticipated Repayment Date of the Series 2016-1 Notes is still outstanding. 

(c)    The Partial Redemption Amount in connection with a Voluntary Prepayment of the Series 2016-1 Notes shall be as defined in Section 7.01(d) of the Master Indenture. 

Section 2.04    Early Refinancings. With respect to the Series 2016-1
Notes and any Payment Date that is greater than thirty-six (36) calendar months after the Series Closing Date, on such Payment Date, the Issuers have the right to prepay an aggregate amount up to 25% of
the Series Principal Balance of the Series 2016-1 Notes as of the Series Closing Date (the “Early Refinancing Prepayment”). No Make Whole Amount will be due in relation to any Early
Refinancing Prepayment; provided, that (i) the prepayment is made with funds obtained from a Qualified Deleveraging Event, (ii) the Issuers provided no less than thirty (30) days’ notice to the Noteholders (such
date, the “Early Refinancing Notice Date”) and (iii) such Early Refinancing Prepayment is used to prepay a portion of the Outstanding Principal Balance of the Notes no later than twelve (12) months following the
Early Refinancing Notice Date (the “Series 2016-1 Early Refinancing Period”). 

Section 2.05    Unscheduled Principal Payments. A Make Whole Amount will be due to Noteholders of each
Class of Notes in connection with the payment of any Unscheduled 

  
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Principal Payment actually paid on the related Payment Date, other than any portion thereof consisting of Insurance Proceeds, Condemnation Proceeds, Early Refinancing Prepayments made in
connection with the Qualified Deleveraging Event, Post-Closing Acquisition Unused Proceeds, amounts disbursed to the Payment Account from the DSCR Reserve Account and amounts received in respect of a Specially Managed Unit or a repurchase due to a
Collateral Defect. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Section 3.01    Representations and Warranties. 

(a)    Reserved. 

(b)    Each of the Issuers and the Indenture Trustee hereby represents and warrants to each other as of the date hereof:

 (i)    it has full corporate power and authority to execute, deliver and perform under this Series 2016-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2016-1 Supplement is in the ordinary
course of its business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or
result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party
or the enforceability of any of the Transaction Documents. The execution, delivery and performance by it of this Series 2016-1 Supplement, and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action. This Series 2016-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable
against it in accordance with its terms; and 
 (ii)    No consent, approval, order or authorization of,
or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance by it of this Series 2016-1 Supplement,
or the consummation by it of the transactions contemplated hereby, except such as have already been obtained. 

Section 3.02    Conditions Precedent Satisfied. The Issuers hereby represent and warrant to the Indenture
Trustee that, as of the date hereof, each of the amendment requirements set forth in the Master Indenture have been satisfied. 

Section 3.03    Reserved. 

  
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 ARTICLE IV 

MISCELLANEOUS PROVISIONS 

Section 4.01    Ratification of Indenture. The Indenture is in all respects ratified and confirmed and the
Indenture, as so supplemented by this Series 2016-1 Supplement shall be read, taken and construed as one and the same instrument. 

Section 4.02    Counterparts. This Series 2016-1 Supplement may be
executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original regardless of whether delivered in physical or electronic form, but all of which shall constitute one and the same
instrument. 
 Section 4.03    Governing Law. THIS SERIES 2016-1
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

Section 4.04    Beneficiaries. As supplemented by this Series 2016-1
Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2016-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have
any right or obligation hereunder. 
 Section 4.05    Non-Petition.
Each Series 2016-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2016-1 Note, not to file or join in filing any petition in any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law in respect of any Issuer for a period of two (2) years and
thirty-one (31) days following payment in full of all of the Notes (including the Series 2016-1 Notes) issued or co-issued
by the Issuers under the Indenture provided, however, that nothing in this Section 4.05 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuers pursuant to the Indenture.
In the event that any such Series 2016-1 Noteholder or the Indenture Trustee takes action in violation of this Section 4.05, the applicable Issuer, shall file or cause to be filed an answer with the
bankruptcy court or otherwise properly contesting the filing of such a petition by any such Series 2016-1 Noteholder or the Indenture Trustee against such Issuer or the commencement of such action and raising
the defense that such Series 2016-1 Noteholder or the Indenture Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its
counsel advises that it may assert. The provisions of this Section 4.05 shall survive the termination of the Indenture, and the resignation or removal of the Indenture Trustee. Nothing contained herein shall preclude participation by any Series
2016-1 Noteholder or the Indenture Trustee in the assertion or defense of its claims in any such proceeding involving any Issuer. 

Section 4.06    Non-Recourse. Notwithstanding anything to the contrary
herein or otherwise in the Indenture, the Series 2016-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable only from the Collateral Pool. Upon the exhaustion of the Collateral
included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. No recourse shall be had for the payment of any amount owing in respect of any fee hereunder or any other obligation or claim arising out of or based
upon the Indenture against any member, 

  
 11 








 
employee, officer or director of the Issuers. Fees, expenses, costs or other obligations payable by the Issues hereunder shall be payable by the Issuers only to the extent that funds are then
available or thereafter become available for such purpose pursuant to Section 2.11 of the Indenture. In the event that sufficient funds are not available for their payment pursuant to Section 2.11 of the Indenture, the excess unpaid amount
of such fees, expenses, costs or other obligations shall in no event constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or corporate obligation of, the Issuers. Nothing in this Section 4.06 shall be construed to
limit the Indenture Trustee, on behalf of the Noteholders, from exercising its rights hereunder and otherwise in accordance with Article IV of the Master Indenture with respect to the Collateral Pool. 

Section 4.07    Amendments. This Series 2016-1 Supplement may, from
time to time, be further amended, modified or waived in accordance with Article VIII of the Master Indenture. 

Section 4.08    Notice to the Rating Agencies. Any communication provided for or permitted hereunder or
otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile
and confirmed in a writing delivered or mailed as aforesaid, to, in the case of (i) S&P, 55 Water Street, 41st Floor, New York, New York, 10004, Attention: Asset-Backed Surveillance
Department, facsimile number: (212) 438-2435 (ii) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York, New York, 10022, in
each case, with an electronic copy to scfrealtycapitalttqa@17g5.com; or, (iii) as to such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing, with an electronic
copy to scfrealtycapitalttqa@17g5.com. 
 ARTICLE V 

AFFILIATE PARTIES 

Section 5.01    Affiliate Parties. In the event that any Affiliate Parties, in the aggregate, own less than
100% of the Outstanding Principal Balance of the Series 2016-1 Notes, such Affiliate Party or Affiliate Parties will have no rights with respect to directing, waiving, rescinding, declaring, voting or acting
with respect to any Early Amortization Period, Servicer Replacement Event, Event of Default, acceleration of the Notes pursuant to Section 4.02 of the Indenture, or the exercise of remedies under the Indenture or any Mortgage. 

For the avoidance of doubt, the Series 2016-1 Notes held by such Affiliate Parties shall be deemed to
be Outstanding for all purposes other than as described in the immediately preceding sentence in this Section 5.01. 

  
 12 








 IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2016-1 Supplement to be duly executed and delivered by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above
written. 
  

			
	SCF RC FUNDING I LLC,
a Delaware limited 1iability company, as Issuer
		
	By:	 	SCF Realty Capital LLC, as Manager
		
	By:	 	 /s/ Peter M. Mavoides

	Name:	 	Peter M. Mavoides
	Title:	 	President
	
	SCF RC FUNDING II LLC,
a Delaware limited 1iability company, as Issuer
		
	By:	 	SCF Realty Capital LLC, as Manager
		
	By:	 	 /s/ Peter M. Mavoides

	Name:	 	Peter M. Mavoides
	Title:	 	President


  

  
 [Indenture Supplement
- SCF 2016-1] 








 
			
	 CITIBANK, N.A.,
 not in its
individual capacity but solely as
 Indenture Trustee

		
	By:	 	 /s/ John Hannon

	Name:	 	John Hannon
	Title:	 	Vice President


  

  
 [Indenture Supplement
- SCF 2016-1] 








 EXHIBIT A 

ADDITIONAL REPRESENTATIONS AND WARRANTIES 

NONE. 
  

  
 A-1 








 SCHEDULE I-A 

PROPERTIES / LOCATIONS 
  

					
	 	 	Prop ID	 	 
		 	
4104
	 	
		 	
4105
	 	
		 	
4107
	 	
		 	
4108
	 	
		 	
4111
	 	
		 	
4112
	 	
		 	
4113
	 	
		 	
4114
	 	
		 	
4118
	 	
		 	
4121
	 	
		 	
6415
	 	
		 	
6419
	 	
		 	
6420
	 	
		 	
6421
	 	
		 	
6422
	 	
		 	
6423
	 	
		 	
6693
	 	
		 	
6696
	 	
		 	
6698
	 	
		 	
6701
	 	
		 	
6703
	 	
		 	
6705
	 	
		 	
6706
	 	
		 	
6707
	 	
		 	
6708
	 	
		 	
6711
	 	
		 	
6715
	 	
		 	
6716
	 	
		 	
6718
	 	
		 	
6719
	 	
		 	
6720
	 	
		 	
6721
	 	
		 	
6722
	 	
		 	
6724
	 	
		 	
6725
	 	
		 	
6726
	 	
		 	
10825
	 	
		 	
16259
	 	
		 	
4662
	 	
		 	4663	 	


  
 I-A-1 









					
	 	 	Prop ID	 	 
		 	4664	 	
		 	4665	 	
		 	4666	 	
		 	4667	 	
		 	4668	 	
		 	4670	 	
		 	4675	 	
		 	4681	 	
		 	4682	 	
		 	4683	 	
		 	4684	 	
		 	4685	 	
		 	4686	 	
		 	4687	 	
		 	4688	 	
		 	4689	 	
		 	4690	 	
		 	4691	 	
		 	4692	 	
		 	4694	 	
		 	4696	 	
		 	4697	 	
		 	4710	 	
		 	4711	 	
		 	4712	 	
		 	4713	 	
		 	4714	 	
		 	4715	 	
		 	4716	 	
		 	4717	 	
		 	4718	 	
		 	4720	 	
		 	4721	 	
		 	4722	 	
		 	4723	 	
		 	4724	 	
		 	4733	 	
		 	4734	 	
		 	4735	 	
		 	4736	 	
		 	4737	 	
		 	4738	 	
		 	4739	 	
		 	4740	 	


  
 I-A-2 









					
	 	 	Prop ID	 	 
		 	4741	 	
		 	4742	 	
		 	4743	 	
		 	4744	 	
		 	4745	 	
		 	4747	 	
		 	4748	 	
		 	4750	 	
		 	4751	 	
		 	4752	 	
		 	4753	 	
		 	4755	 	
		 	4756	 	
		 	4757	 	
		 	4758	 	
		 	4759	 	
		 	4760	 	
		 	4761	 	
		 	4762	 	
		 	4763	 	
		 	4764	 	
		 	4765	 	
		 	4767	 	
		 	4768	 	
		 	4769	 	
		 	4775	 	
		 	4776	 	
		 	4787	 	
		 	4788	 	
		 	4789	 	
		 	4791	 	
		 	4792	 	
		 	4797	 	
		 	4799	 	
		 	3539	 	
		 	3541	 	
		 	3542	 	
		 	3544	 	
		 	3545	 	
		 	3546	 	
		 	3552	 	
		 	3572	 	
		 	3573	 	
		 	3577	 	


  
 I-A-3 









					
	 	 	Prop ID	 	 
		 	3586	 	
		 	3543	 	
		 	3563	 	
		 	3565	 	
		 	3589	 	
		 	7096	 	
		 	7108	 	
		 	4256	 	
		 	4257	 	
		 	4258	 	
		 	4259	 	
		 	4260	 	
		 	4261	 	
		 	4262	 	
		 	4263	 	
		 	4264	 	
		 	4265	 	
		 	4267	 	
		 	4268	 	
		 	4271	 	
		 	113	 	
		 	134	 	
		 	135	 	
		 	252	 	
		 	321	 	
		 	393	 	
		 	397	 	
		 	419	 	
		 	484	 	
		 	533	 	
		 	538	 	
		 	554	 	
		 	575	 	
		 	667	 	
		 	747	 	
		 	844	 	
		 	907	 	
		 	909	 	
		 	1056	 	
		 	1057	 	
		 	1137	 	
		 	1435	 	
		 	1455	 	
		 	1542	 	


  
 I-A-4 









					
	 	 	Prop ID	 	 
		 	1579	 	
		 	1581	 	
		 	1587	 	
		 	1591	 	
		 	1592	 	
		 	2882	 	
		 	3733	 	
		 	3738	 	
		 	3841	 	
		 	3974	 	
		 	4007	 	
		 	4057	 	
		 	4095	 	
		 	4139	 	
		 	4203	 	
		 	4355	 	
		 	4356	 	
		 	4367	 	
		 	4379	 	
		 	4419	 	
		 	4470	 	
		 	4583	 	
		 	4651	 	
		 	4719	 	
		 	4746	 	
		 	4798	 	
		 	5021	 	
		 	5024	 	
		 	5034	 	
		 	5077	 	
		 	5083	 	
		 	5091	 	
		 	5500	 	
		 	5501	 	
		 	5596	 	
		 	6064	 	
		 	6125	 	
		 	6164	 	
		 	6255	 	
		 	6424	 	
		 	6550	 	
		 	6556	 	
		 	6694	 	
		 	6695	 	


  
 I-A-5 









					
	 	 	Prop ID	 	 
		 	7109	 	
		 	55908	 	
		 	56004	 	
		 	56005	 	
		 	56006	 	
		 	56007	 	
		 	56008	 	
		 	56009	 	
		 	56010	 	
		 	56011	 	
		 	56012	 	
		 	56013	 	
		 	56014	 	
		 	56015	 	
		 	56016	 	
		 	56017	 	
		 	56018	 	
		 	56019	 	
		 	56020	 	
		 	56021	 	
		 	56022	 	
		 	56023	 	
		 	56024	 	
		 	56025	 	
		 	56026	 	
		 	56027	 	
		 	56028	 	
		 	56029	 	
		 	1465	 	
		 	4092	 	
		 	4390	 	
		 	4674	 	
		 	6196	 	
		 	56030	 	
		 	56031	 	
		 	56032	 	
		 	56033	 	
		 	56034	 	
		 	56035	 	
		 	56036	 	


  
 I-A-6 








 SCHEDULE I-B 

MORTGAGE LOANS 
 NONE. 


  
 I-B-1 








 SCHEDULE I-C 

REPRESENTATIONS AND WARRANTIES EXCEPTION SCHEDULE 

For the following Leasehold Properties, an estoppel agreement is not in existence. If such defect is not cured within 90 days of the Series Closing Date,
the related Leasehold Property will be subject to a Collateral Defect. 
  

					
	 	 	 Property Number/Location
	 	 
			
		 	 4092 (Mansfield, OH)
	 	
			
		 	 4057 (Westminster, MD)
	 	
			
		 	 1465 (Salem, NH)
	 	
			
		 	 4095 (Clay, NY)
	 	
			
		 	 4139 (Vernon, CT)
	 	
			
		 	 4390 (Springfield, MA)
	 	
			
		 	 4007 (Battleboro, VT)
	 	

 . 

  
 I-C-1 








 SCHEDULE II-A 

SERIES 2016-1 CLASS A NOTES 

AMORTIZATION SCHEDULE 
  

			
	 Payment Date
	  	 Scheduled Class A
Principal Balance
($)

	 Series Closing Date
	  	263,500,000
	 12/25/2016
	  	263,183,392
	 1/25/2017
	  	262,865,464
	 2/25/2017
	  	262,546,212
	 3/25/2017
	  	262,225,630
	 4/25/2017
	  	261,903,712
	 5/25/2017
	  	261,580,452
	 6/25/2017
	  	261,255,846
	 7/25/2017
	  	260,929,887
	 8/25/2017
	  	260,602,570
	 9/25/2017
	  	260,273,889
	 10/25/2017
	  	259,943,839
	 11/25/2017
	  	259,612,413
	 12/25/2017
	  	259,279,606
	 1/25/2018
	  	258,945,413
	 2/25/2018
	  	258,609,827
	 3/25/2018
	  	258,272,843
	 4/25/2018
	  	257,934,455
	 5/25/2018
	  	257,594,657
	 6/25/2018
	  	257,253,443
	 7/25/2018
	  	256,910,807
	 8/25/2018
	  	256,566,744
	 9/25/2018
	  	256,221,247
	 10/25/2018
	  	255,874,311
	 11/25/2018
	  	255,525,929
	 12/25/2018
	  	255,176,095
	 1/25/2019
	  	254,824,804
	 2/25/2019
	  	254,472,049
	 3/25/2019
	  	254,117,824
	 4/25/2019
	  	253,762,123
	 5/25/2019
	  	253,404,940
	 6/25/2019
	  	253,046,269
	 7/25/2019
	  	252,686,103
	 8/25/2019
	  	252,324,437
	 9/25/2019
	  	251,961,264
	 10/25/2019
	  	251,596,578
	 11/25/2019
	  	251,230,372
	 12/25/2019
	  	250,862,640
	 1/25/2020
	  	250,493,376


  
 II-A-1 









			
	 Payment Date
	  	 Scheduled Class A
Principal Balance
($)

	 2/25/2020
	  	250,122,573
	 3/25/2020
	  	249,750,225
	 4/25/2020
	  	249,376,326
	 5/25/2020
	  	249,000,869
	 6/25/2020
	  	248,623,848
	 7/25/2020
	  	248,245,256
	 8/25/2020
	  	247,865,086
	 9/25/2020
	  	247,483,332
	 10/25/2020
	  	247,099,988
	 11/25/2020
	  	246,715,046
	 12/25/2020
	  	246,328,500
	 1/25/2021
	  	245,940,344
	 2/25/2021
	  	245,550,570
	 3/25/2021
	  	245,159,172
	 4/25/2021
	  	244,766,144
	 5/25/2021
	  	244,371,478
	 6/25/2021
	  	243,975,168
	 7/25/2021
	  	243,577,206
	 8/25/2021
	  	243,177,586
	 9/25/2021
	  	242,776,301
	 10/25/2021
	  	242,373,344
	 11/25/2021
	  	-


  
 II-A-2 








 SCHEDULE II-B 

SERIES 2016-1 CLASS B NOTES 

AMORTIZATION SCHEDULE 
  

			
	 Payment Date
	 	 Scheduled Class B
Principal Balance
($)

	Series Closing Date	 	17,250,000
	12/25/2016	 	17,250,000
	1/25/2017	 	17,250,000
	2/25/2017	 	17,250,000
	3/25/2017	 	17,250,000
	4/25/2017	 	17,250,000
	5/25/2017	 	17,250,000
	6/25/2017	 	17,250,000
	7/25/2017	 	17,250,000
	8/25/2017	 	17,250,000
	9/25/2017	 	17,250,000
	10/25/2017	 	17,250,000
	11/25/2017	 	17,250,000
	12/25/2017	 	17,250,000
	1/25/2018	 	17,250,000
	2/25/2018	 	17,250,000
	3/25/2018	 	17,250,000
	4/25/2018	 	17,250,000
	5/25/2018	 	17,250,000
	6/25/2018	 	17,250,000
	7/25/2018	 	17,250,000
	8/25/2018	 	17,250,000
	9/25/2018	 	17,250,000
	10/25/2018	 	17,250,000
	11/25/2018	 	17,250,000
	12/25/2018	 	17,250,000
	1/25/2019	 	17,250,000
	2/25/2019	 	17,250,000
	3/25/2019	 	17,250,000
	4/25/2019	 	17,250,000
	5/25/2019	 	17,250,000
	6/25/2019	 	17,250,000
	7/25/2019	 	17,250,000
	8/25/2019	 	17,250,000
	9/25/2019	 	17,250,000
	10/25/2019	 	17,250,000
	11/25/2019	 	17,250,000
	12/25/2019	 	17,250,000
	1/25/2020	 	17,250,000


  
 II-B-1 









			
	 Payment Date
	 	 Scheduled Class B
Principal Balance
($)

	2/25/2020	 	17,250,000
	3/25/2020	 	17,250,000
	4/25/2020	 	17,250,000
	5/25/2020	 	17,250,000
	6/25/2020	 	17,250,000
	7/25/2020	 	17,250,000
	8/25/2020	 	17,250,000
	9/25/2020	 	17,250,000
	10/25/2020	 	17,250,000
	11/25/2020	 	17,250,000
	12/25/2020	 	17,250,000
	1/25/2021	 	17,250,000
	2/25/2021	 	17,250,000
	3/25/2021	 	17,250,000
	4/25/2021	 	17,250,000
	5/25/2021	 	17,250,000
	6/25/2021	 	17,250,000
	7/25/2021	 	17,250,000
	8/25/2021	 	17,250,000
	9/25/2021	 	17,250,000
	10/25/2021	 	17,250,000
	11/25/2021	 	-


  
 II-B-2