8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

April 26, 2016

Date of Report (Date of earliest event reported)

STORE Capital Corporation

(Exact name of registrant as specified in its charter)

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

8501 East Princess Drive, Suite 190 Scottsdale, AZ	85255
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

Item 1.01   Entry into a Material Definitive Agreement.

Note Purchase Agreement and Guaranty Agreement

On April 28, 2016, STORE Capital Corporation, a Maryland corporation (the “Company”), entered into a Note Purchase Agreement, dated as of April 28, 2016, with the purchasers named therein (the “Note Purchase Agreement”), in connection with the issuance and sale of $200,000,000 aggregate principal amount of the Company’s 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes”).   For a brief description of the material terms of the Note Purchase Agreement and the Series C Notes, please see Item 2.03 of this Current Report on Form 8-K, which is incorporated by reference into this Item 1.01.  A copy of the Note Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The payment by the Company of all amounts due with respect to the Series C Notes and the performance by the Company of its obligations under the Note Purchase Agreement are absolutely and unconditionally guaranteed by STORE Capital Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“SCA”), pursuant to a Guaranty Agreement dated as of April 28, 2016 (the “NPA Guaranty Agreement”).  A copy of the NPA Guaranty Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Term Credit Agreement and Guaranty Agreement

On April 26, 2016, the Company entered into a floating-rate, five-year Term Credit Agreement with KeyBank National Association and the other lenders named or to be named therein (the “Term Credit Agreement”).  The Term Credit Agreement is an unsecured term loan facility that allows the Company to borrow an initial amount of $100,000,000 and includes an “accordion” feature that allows the facility to be increased by an additional $200,000,000 for a maximum of $300,000,000.  The Term Credit Agreement expires in April 2021.  For a brief description of the material terms of the Term Credit Agreement, please see Item 2.03 of this Current Report on Form 8-K, which is incorporated by reference into this Item 1.01.  A copy of the Term Credit Agreement, including the form of term loan note, is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

The payment by the Company of all amounts due under the Term Credit Agreement and the performance by the Company of its obligations thereunder are absolutely and unconditionally guaranteed by SCA, pursuant to a Guaranty Agreement dated as of April 26, 2016 (the “Term Credit Guaranty Agreement”).  A copy of the Term Credit Guaranty Agreement is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Certain parties to the Note Purchase Agreement and the Term Credit Agreement, directly or through affiliates, have pre-existing relationships with the Company and have provided commercial lending, advisory and other services to the Company and its affiliates from time to time, for which such parties have received customary fees and expenses.  Certain parties to the

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Note Purchase Agreement and the Term Credit Agreement, directly or through affiliates, have also provided investment banking services to the Company, including acting as underwriter or agent in connection with certain of the Company’s offerings of securities, for which such parties have received customary fees and expenses.  These parties may, from time to time, engage in future transactions with, and perform services for, the Company and its affiliates in the ordinary course of their business.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information reported under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The Note Purchase Agreement and the 4.73% Senior Series C Notes

On April 28, 2016, the Company issued $200,000,000 aggregate principal amount of its Series C Notes pursuant to the Note Purchase Agreement.  The Series C Notes mature on April 28, 2026, unless earlier redeemed or prepaid pursuant to the terms of the Note Purchase Agreement.  Interest on the Series C Notes is payable semi-annually in arrears on May 21 and November 21 of each year beginning May 21, 2016.

The Series C Notes are senior unsecured obligations of the Company.  The Company intends to use the net proceeds from the offering of the Series C Notes to reduce amounts outstanding under its unsecured revolving credit facility and for general corporate purposes.

The Company may, at its option and upon notice to the purchasers of the applicable Series  C Notes, prepay at any time all, or from time to time any part, of the Series C Notes (in an amount not less than 5% of the aggregate principal amount of the Series C Notes then outstanding in the case of a partial prepayment), at 100% of the principal amount so prepaid, plus the make-whole amount determined for the prepayment date with respect to such principal amount as set forth in the Note Purchase Agreement.

The payment by the Company of all amounts due with respect to the Series C Notes and the performance by the Company of its obligations under the Note Purchase Agreement are absolutely and unconditionally guaranteed by SCA pursuant to the NPA Guaranty Agreement.

The Notes were offered and sold to accredited investors in an exempt transaction not involving a public offering in accordance with Section 4(2) of the Securities Act of 1933, as amended.

The foregoing descriptions of the material terms of the Note Purchase Agreement, the Series C Notes and the NPA Guaranty Agreement, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2, respectively, which are attached to this Current Report on Form 8-K and are incorporated herein by reference.

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Term Credit Agreement

On April 26, 2016, the Company entered into the Term Credit Agreement.  KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC acted as Joint Lead Arrangers and Joint Book Runners under the Term Credit Agreement, with KeyBank National Association as the Administrative Agent and Wells Fargo Bank, National Association, as the Syndication Agent.  BMO Harris Bank, N.A., Capital One Bank, Regions Bank, and SunTrust Bank are the Co-Documentation Agents under the Term Credit Agreement.  Concurrent with the closing of the Term Credit Agreement, the Company entered into interest rate swap agreements that effectively convert the floating rate to a fixed rate, which was approximately 2.7% at closing.

The Term Credit Agreement is an unsecured term loan facility that allows the Company to borrow an initial amount of $100,000,000 and includes an “accordion” feature that allows the facility to be increased by an additional $200,000,000 for a maximum of $300,000,000.  The Term Credit Agreement matures on April 26, 2021.  The Company intends to use net proceeds from the Term Credit Agreement to reduce amounts outstanding under its unsecured revolving credit facility and for general corporate purposes.

The payment by the Company of all amounts due under the Term Credit Agreement and the performance by the Company of its obligations thereunder are absolutely and unconditionally guaranteed by SCA pursuant to the Term Credit Guaranty Agreement.

The foregoing descriptions of the material terms of the Term Credit Agreement and the Term Credit Guaranty Agreement, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.3 and Exhibit 10.4, respectively, which are attached to this Current Report on Form 8-K and are incorporated herein by reference.

Credit Facility Commitment Increase

As previously reported on its Current Report on Form 8-K dated September 22, 2015 and filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2015 (Commission File No. 001-36739), the Company amended its unsecured revolving Credit Agreement, dated as of September 19, 2014, by that certain First Amendment to Credit Agreement and other Loan Documents dated as of September 22, 2015 (as amended, the “Amended Credit Agreement”).  Under the terms of the Amended Credit Agreement, the Company may borrow, re-pay and re-borrow up to a maximum principal amount of $800,000,000, consisting of a $400,000,000 commitment and an additional $400,000,000 available under the “accordion” feature of the Amended Credit Agreement.

On April 26, 2016, the Company increased its total commitment under the Amended Credit Agreement from $400,000,000 to $500,000,000 by accessing $100,000,000 of availability under the accordion feature of the Amended Credit Agreement (the “Credit Facility Commitment Increase”).

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The Credit Agreement dated as of September 19, 2014, is attached as Exhibit 10.21 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 dated and filed with the SEC as of September 23, 2014 (File No. 333-198486), and is incorporated herein by reference.  The First Amendment to Credit Agreement and other Loan Documents dated as of September 22, 2015, is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 22, 2015 and filed with the SEC on September 25, 2015 (Commission File No. 001-36739), and is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure.

On April 29, 2016, the Company issued a press release announcing the closing of the offering of the Series C Notes, the entering into of the Term Credit Agreement and the Credit Facility Commitment Increase.  A copy of the press release is attached hereto as Exhibit 99.1. The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No.	Description
10.1	Note Purchase Agreement dated as of April 28, 2016
10.2	NPA Guaranty Agreement dated as of April 28, 2016
10.3	Term Credit Agreement dated as of April 26, 2016
10.4	Term Credit Guaranty Agreement dated as of April 26, 2016
10.5	Credit Agreement dated as of September 19, 2014, by and among STORE Capital Corporation, as Borrower, KeyBank National Association, the other Lenders which are parties thereto and other Lenders that may become parties thereto, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, BMO Harris Bank, N.A. and Regions Bank, as Co-Documentation Agents, and KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 dated and filed with the SEC as of September 23, 2014 (File No. 333-198486))
10.6	First Amendment to Credit Agreement and other Loan Documents, dated as of September 22, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 22, 2015 and filed with the SEC on September 25, 2015 (Commission File No. 001-36739)
99.1	Press release dated April 29, 2016

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SIGNATURES

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

	STORE Capital Corporation
Dated: April 29, 2016
	By:	/s/Michael T. Bennett
		Michael T. Bennett
		Executive Vice President-General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Note Purchase Agreement dated as of April 28, 2016
10.2	NPA Guaranty Agreement dated as of April 28, 2016
10.3	Term Credit Agreement dated as of April 26, 2016
10.4	Term Credit Guaranty Agreement dated as of April 26, 2016
10.5	Credit Agreement dated as of September 19, 2014, by and among STORE Capital Corporation, as Borrower, KeyBank National Association, the other Lenders which are parties thereto and other Lenders that may become parties thereto, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, BMO Harris Bank, N.A. and Regions Bank, as Co-Documentation Agents, and KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 dated and filed with the SEC as of September 23, 2014 (File No. 333-198486))
10.6	First Amendment to Credit Agreement and other Loan Documents, dated as of September 22, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 22, 2015 and filed with the SEC on September 25, 2015 (Commission File No. 001-36739)
99.1	Press release dated April 29, 2016

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EX-10.1

Exhibit 10.1

EXECUTION COPY

STORE CAPITAL CORPORATION

$200,000,000

4.73% Senior Notes, Series C, due April 28, 2026

NOTE PURCHASE AGREEMENT

Dated April 28, 2016

TABLE OF CONTENTS

SECTION	HEADING	PAGE
SECTION 1.	AUTHORIZATION OF NOTES	1
Section 1.1.	Notes	1
Section 1.2.	Subsidiary Guaranty	1
Section 1.3.	Changes in Interest Rate	1
SECTION 2.	SALE AND PURCHASE OF NOTES	2
SECTION 3.	CLOSING	2
SECTION 4.	CONDITIONS TO CLOSING	3
Section 4.1.	Representations and Warranties	3
Section 4.2.	Performance; No Default	3
Section 4.3.	Compliance Certificates	3
Section 4.4.	Opinions of Counsel	3
Section 4.5.	Purchase Permitted By Applicable Law, Etc.	4
Section 4.6.	Sale of Other Notes	4
Section 4.7.	Payment of Special Counsel Fees	4
Section 4.8.	Private Placement Number	4
Section 4.9.	Changes in Corporate Structure	4
Section 4.10.	Funding Instructions	4
Section 4.11.	Proceedings and Documents	5
Section 4.12.	Rating	5
Section 4.13.	Subsidiary Guaranty	5
SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	5
Section 5.1.	Organization; Power and Authority	5
Section 5.2.	Authorization, Etc.	5
Section 5.3.	Disclosure	5
Section 5.4.	Organization and Ownership of Shares of Subsidiaries	6
Section 5.5.	Financial Statements; Material Liabilities	7
Section 5.6.	Compliance with Laws, Other Instruments, Etc.	7
Section 5.7.	Governmental Authorizations, Etc.	7
Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
Section 5.9.	Taxes	8
Section 5.10.	Title to Property; Leases	8
Section 5.11.	Licenses, Permits, Etc.	8
Section 5.12.	Compliance with ERISA	8
Section 5.13.	Private Offering by the Company	9
Section 5.14.	Use of Proceeds; Margin Regulations	9
Section 5.15.	Existing Indebtedness; Future Liens	10

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Section 5.16.	Foreign Assets Control Regulations, Etc.	10
Section 5.17.	Status under Certain Statutes	12
Section 5.18.	Environmental Matters	12
Section 5.19.	Solvency	13
Section 5.20.	Real Estate Investment Trust Status	13
SECTION 6.	REPRESENTATIONS OF THE PURCHASERS	13
Section 6.1.	Purchase for Investment	13
Section 6.2.	Source of Funds	13
SECTION 7.	INFORMATION AS TO COMPANY	15
Section 7.1.	Financial and Business Information	15
Section 7.2.	Officer’s Certificate	18
Section 7.3.	Visitation	19
Section 7.4.	Electronic Delivery	19
SECTION 8.	PAYMENT AND PREPAYMENT OF THE NOTES	20
Section 8.1.	Maturity	20
Section 8.2.	Optional Prepayments with Make-Whole Amount	20
Section 8.3.	Allocation of Partial Prepayments	21
Section 8.4.	Maturity; Surrender, Etc.	21
Section 8.5.	Purchase of Notes	21
Section 8.6.	Make-Whole Amount	21
Section 8.7.	Change of Control	23
Section 8.8.	Payments Due on Non-Business Days	24
SECTION 9.	AFFIRMATIVE COVENANTS	24
Section 9.1.	Compliance with Laws	24
Section 9.2.	Insurance	24
Section 9.3.	Maintenance of Properties	24
Section 9.4.	Payment of Taxes and Claims	24
Section 9.5.	Corporate Existence, Etc.	25
Section 9.6.	Books and Records	25
Section 9.7.	Subsidiary Guarantors	25
Section 9.8.	Maintenance of Status	26
Section 9.9.	Priority of Obligations	27
Section 9.10.	Rating Confirmation	27
SECTION 10.	NEGATIVE COVENANTS	27
Section 10.1.	Transactions with Affiliates	27
Section 10.2.	Merger, Consolidation, Etc.	27
Section 10.3.	Line of Business	28
Section 10.4.	Terrorism Sanctions Regulations	28
Section 10.5.	Liens	29

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Section 10.6.	Financial Covenants	31
Section 10.7.	Indebtedness	32
Section 10.8.	Sale of Assets	32
Section 10.9.	Most Favored Lender Status	34
SECTION 11.	EVENTS OF DEFAULT	36
SECTION 12.	REMEDIES ON DEFAULT, ETC.	38
Section 12.1.	Acceleration	38
Section 12.2.	Other Remedies	39
Section 12.3.	Rescission	39
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	39
SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	40
Section 13.1.	Registration of Notes	40
Section 13.2.	Transfer and Exchange of Notes	40
Section 13.3.	Replacement of Notes	41
SECTION 14.	PAYMENTS ON NOTES	41
Section 14.1.	Place of Payment	41
Section 14.2.	Home Office Payment	41
SECTION 15.	EXPENSES, ETC.	42
Section 15.1.	Transaction Expenses	42
Section 15.2.	Survival	42
SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	42
SECTION 17.	AMENDMENT AND WAIVER	43
Section 17.1.	Requirements	43
Section 17.2.	Solicitation of Holders of Notes	43
Section 17.3.	Binding Effect, Etc.	44
Section 17.4.	Notes Held by Company, Etc.	44
SECTION 18.	NOTICES	44
SECTION 19.	REPRODUCTION OF DOCUMENTS	45
SECTION 20.	CONFIDENTIAL INFORMATION	45
SECTION 21.	SUBSTITUTION OF PURCHASER	46
SECTION 22.	MISCELLANEOUS	46

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Section 22.1.	Successors and Assigns	47
Section 22.2.	Accounting Terms	47
Section 22.3.	Severability	48
Section 22.4.	Construction, Etc.	48
Section 22.5.	Counterparts	48
Section 22.6.	Governing Law	48
Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	48
Signature		50

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SCHEDULE A	—	DEFINED TERMS
SCHEDULE 1	—	FORM OF 4.73% SENIOR NOTE, SERIES C, DUE APRIL 28, 2026
SCHEDULE 1.2	—	FORM OF SUBSIDIARY GUARANTY
SCHEDULE 4.4(a) (x) and (y)	—	FORM OF OPINIONS OF SPECIAL COUNSEL TO THE NOTE PARTIES
SCHEDULE 4.4(b)	—	FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS
SCHEDULE 5.3	—	DISCLOSURE MATERIALS
SCHEDULE 5.4	—	SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
SCHEDULE 5.5	—	FINANCIAL STATEMENTS
SCHEDULE 5.15	—	EXISTING INDEBTEDNESS
SCHEDULE 10.5(xii)	—	EXISTING LIENS
SCHEDULE B	—	INFORMATION RELATING TO PURCHASERS

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STORE CAPITAL CORPORATION

8501 E. Princess Drive, Suite 190
Scottsdale, Arizona  85255

4.73% Senior Notes, Series C, due April 28, 2026

April 28, 2016

TO EACH OF THE PURCHASERS LISTED IN

SCHEDULE B HERETO:

Ladies and Gentlemen:

STORE CAPITAL CORPORATION, a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

SECTION 1.AUTHORIZATION OF NOTES.

Section 1.1.           Notes.  The Company will authorize the issue and sale of $200,000,000 aggregate principal amount of its 4.73% Senior Notes, Series C, due April 28, 2026 (as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13, the “Notes”).  The Notes shall be substantially in the form set out in Schedule 1.  Certain capitalized and other terms used in this Agreement are defined in Schedule A.  References to a “Schedule” are references to a Schedule attached to this Agreement unless otherwise specified.  References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Section 1.2.           Subsidiary Guaranty.  The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by certain of its Subsidiaries pursuant to the guaranty agreement substantially in the form of Schedule 1.2 attached hereto and made a part hereof (each as the same may be amended, modified, extended or renewed, the “Subsidiary Guaranty”).

Section 1.3.           Changes in Interest Rate.  (a) If as of any Interest Payment Date, the Applicable Credit Rating then in effect is not an Investment Grade Rating, then commencing as of such Interest Payment Date and to but excluding the first Interest Payment Date immediately following the date on which the Applicable Credit Rating is an Investment Grade Rating (such following Interest Payment Date, a “Reset Date”), the Notes shall accrue interest at the Adjusted Interest Rate; provided that, at any time that the Company does not have a Credit Rating from any Rating Agency, for purposes of this Section 1.3, the Applicable Credit Rating shall be deemed to be less than an Investment Grade Rating.  On each Reset Date, the Notes shall revert

STORE CAPITAL CORPORATION NOTE PURCHASE AGREEMENT

to accruing interest at the Base Interest Rate, until the first Interest Payment Date after such Reset Date on which the Applicable Credit Rating again fails to be an Investment Grade Rating, at which time the adjustments set forth in this Section 1.3(a) shall again apply.

(b)       The Company shall not less than five Business Days before any Interest Payment Date on which the interest then payable will reflect a change to or from the Adjusted Interest Rate, so notify the holders of the Notes in writing, sent in the manner provided in Section 18, which written notice shall, in the case of a change from the Adjusted Interest Rate, be accompanied by evidence satisfactory to the Required Holders demonstrating that such change is consistent with the provisions of the preceding clause (a).

(c)       The fees and expenses of the Rating Agency and all other costs incurred in connection with obtaining or appealing a rating of the Notes pursuant to this Section 1.3 shall be borne by the Company.

SECTION 2.SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule B at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3.CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler, LLP, 111 W. Monroe, Chicago, Illinois 60603, at 9:00 a.m., Chicago time, at a closing (the “Closing”) on April 28, 2016 or on such other Business Day thereafter on or prior to April 29, 2016 as may be agreed upon by the Company and the Purchasers.  At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 4123820508 at Wells Fargo Bank, N.A., 420 Montgomery, San Francisco, CA 94104, ABA: 121000248.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Company to tender such Notes.

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SECTION 4.CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1.           Representations and Warranties.  (a) The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.

(b)       The representations and warranties in the Subsidiary Guaranty with respect to the Subsidiary Guarantors shall be correct when made and at the time of such Closing.

Section 4.2.           Performance; No Default.  (a) The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing.  Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.  Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Presentation that would have been prohibited by Section 10 had such Section applied since such date.

(b)       Each Subsidiary Guarantor shall have performed and complied with all agreements and conditions contained in the applicable Subsidiary Guaranty required to be performed and complied with by it prior to or at Closing.

Section 4.3.           Compliance Certificates.

(a)       Officer’s Certificate.  The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)       Secretary’s Certificate.  The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

(c)       Guarantor Officer’s Certificate.  Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date of the Closing, certifying as to the resolutions attached thereto and other legal proceedings relating to the authorization, execution and delivery of the applicable Subsidiary Guaranty.

Section 4.4.           Opinions of Counsel.  Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (x) Latham & Watkins LLP, special counsel for the Company and Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a)(x) and (y) Venable LLP, special Maryland counsel for the

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Company, covering the matters set forth in Schedule 4.4(a)(y), and in each case covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other customary matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5.           Purchase Permitted By Applicable Law, Etc.  On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.  If requested by such Purchaser at least ten Business Days prior to the Closing, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6.           Sale of Other Notes.  Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule B.

Section 4.7.           Payment of Special Counsel Fees.  Without limiting Section 15.1, the Company shall have paid on or before the Closing the reasonable and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8.           Private Placement Number.  A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4.9.           Changes in Corporate Structure.  The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Section 4.10.          Funding Instructions.  At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

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Section 4.11.Proceedings and Documents.  All corporate, limited liability company and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Section 4.12.Rating.  Such Purchaser shall have received evidence reasonably satisfactory in form and substance to such Purchaser that the Notes shall have received a Credit Rating from Fitch that is an Investment Grade Rating and such Credit Rating shall remain in full force and effect at the time of Closing.

Section 4.13.Subsidiary Guaranty.  The Subsidiary Guaranty shall have been executed and delivered by the Subsidiary Guarantors and shall be in full force and effect.

SECTION 5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser on the date of the Closing that:

Section 5.1.Organization; Power and Authority.  The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Company has the corporate power and authority (a) to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact and (b) to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

Section 5.2.Authorization, Etc.  This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3.Disclosure.  The Company, through its agents, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, has delivered to each Purchaser a copy of an Investor Presentation, dated April 2016 (the “Presentation”), relating to the transactions contemplated hereby.  The Presentation fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries.  This Agreement, the Presentation, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company prior to April 13, 2016 in connection

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with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Presentation and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, estimates and other forward-looking information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.  Except as disclosed in the Disclosure Documents, since December 31, 2015, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4.Organization and Ownership of Shares of Subsidiaries.  (a) Schedule 5.4 contains (except as noted therein) as of the date hereof complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and (ii) the Company’s directors and senior officers.

(b)All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.

(c)Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d)No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes and limitations imposed by the terms of any agreements governing Non-Recourse Indebtedness) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

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Section 5.5.Financial Statements; Material Liabilities.  The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5.  All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnotes).  The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Section 5.6.Compliance with Laws, Other Instruments, Etc.  The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) (A) contravene, result in any breach of, or constitute a default under, or (B) result in the creation of any Lien in respect of, any property of the Company or any Subsidiary under, (x) any indenture, mortgage, deed of trust, loan, purchase agreement, credit agreement or lease, in any material respect, or (y) the corporate charter, by-laws or shareholders agreement or (z) any other agreement or instrument, in any material respect, to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary in any material respect or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary in any material respect.

Section 5.7.Governmental Authorizations, Etc.  No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes, except for consents, approvals, authorizations, filings and declarations which have been duly obtained, given or made and are in full force and effect.

Section 5.8.Litigation; Observance of Agreements, Statutes and Orders.  (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Company, threatened in writing against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)Neither the Company nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 5.9.Taxes.  The Company and its Subsidiaries have filed all material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate.  The U.S. federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2011.

Section 5.10.Title to Property; Leases.  The Company and its Subsidiaries have good and marketable title in fee simple to, or valid leasehold interests in, their respective real properties necessary or used in the ordinary course of their business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and in each case free and clear of Liens prohibited by this Agreement.

Section 5.11.Licenses, Permits, Etc.  (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

(b)To the best knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

(c)To the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

Section 5.12.Compliance with ERISA.  (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the

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rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b)The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities.  The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d)The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e)The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13.Private Offering by the Company.  Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than not more than sixty-five (65) Institutional Investors (including the Purchasers), each of which has been offered the Notes at a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14.Use of Proceeds; Margin Regulations.  The Company will apply the proceeds of the sale of the Notes hereunder as set forth in the Presentation.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of

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Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets.  As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15.Existing Indebtedness; Future Liens.  (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2015 (including descriptions of the obligors and obligees (or the agent, trustee or other entity acting in a similar capacity on behalf of the obligees), principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries.  Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c)Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Section 5.16.Foreign Assets Control Regulations, Etc.  (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act

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(“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii) or a Canada Blocked Person, a “Blocked Person”).  Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state or provincial list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions or sanctions under Canadian Economic Sanctions Laws.

(b)No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions or sanctions under Canadian Economic Sanctions Laws.

(c)Neither the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States or Canadian law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations or violation of Canadian Economic Sanctions Laws, (ii) to the Company’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations or violation of Canadian Economic Sanctions Laws, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions or violation of Canadian Economic Sanctions Laws, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic Sanctions or Canadian Economic Sanctions Laws.

(d)(1) Neither the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any European Union country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to the Company’s actual knowledge after making due inquiry, is under investigation by any U.S. or European Union Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is the target of sanctions imposed by the United Nations or the European Union;

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(2)To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Governmental Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in violation in any material respect of any applicable law or regulation or which would cause any holder to be in violation in any material respect of any law or regulation applicable to such holder; and

(3)No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage.  The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws.

Section 5.17.Status under Certain Statutes.  Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18.Environmental Matters.  (a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any written notice of any claim and no proceeding has been instituted asserting any claim against the Company or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b)Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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(d)Neither the Company nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e)All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19.Solvency.  As of the date of this Agreement and after giving effect to the transactions contemplated by this Agreement and the other Note Documents, the Company and its consolidated Subsidiaries, on a consolidated basis, are Solvent.

Section 5.20.Real Estate Investment Trust Status.  The Company is qualified as a Real Estate Investment Trust under the Code.  The shares of common Equity Interests of the Company are listed on the New York Stock Exchange.

SECTION 6.REPRESENTATIONS OF THE PURCHASERS.

Section 6.1.Purchase for Investment.  Each Purchaser severally represents (i) that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control and (ii) that it is an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2.Source of Funds.  Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

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(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

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(g)         the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)        the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7.INFORMATION AS TO COMPANY.

Section 7.1.           Financial and Business Information.  The Company shall deliver to each holder of a Note that is an Institutional Investor:

(a)        Quarterly Statements — within 45 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Primary Credit Facility or the date on which such corresponding financial statements are delivered under the Primary Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i)         a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter, and

(ii)         consolidated statements of income or operations of the Company and its consolidated Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter and consolidated statements of cash flows of the Company and its consolidated subsidiaries for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);

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(b)        Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Primary Credit Facility or the date on which such corresponding financial statements are delivered under the Primary Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of

(i)         a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year, and

(ii)         consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based (except for a qualification or an exception to the extent related to the maturity or refinancing of the loans under the Primary Credit Facility, the Existing Notes or the Notes)) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);

(c)        SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability or requests or consents to the eligibility of unencumbered assets, customary or routine periodic financial and servicing statements and compliance certificates and similar matters) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

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(d)        Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)        ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i)         with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii)         the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)         any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f)        Notices from Governmental Authority — promptly, and in any event within 30 days after receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(g)         Resignation or Replacement of Auditors — within ten days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Required Holders may request;

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(h)        Credit Rating — promptly upon becoming aware thereof, notice of a change in the Credit Rating given by any Rating Agency or any announcement that any Credit Rating is “under review” or that such Credit Rating has been placed on a watch list or that any similar action has been taken by a Rating Agency; and

(i)         Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note; provided, that, except as set forth in Section 22.2 or as would otherwise be required to be delivered pursuant to Section 7.1(c), so long as no Default or Event of Default has occurred and is continuing, the Company and its Subsidiaries shall not be required to prepare or deliver monthly financial statements or any other financial statements other than those (i) described in Section 7.1(a) and (b) above or (ii) included in their Form 10-Qs and Form 10-Ks.

Section 7.2.           Officer’s Certificate.  Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:

(a)        Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10, including, without limitation, any term incorporated herein pursuant to Section 10.9, during the quarterly or annual period covered by the statements then being furnished, (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence.  In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; and

(b)        Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law),

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specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3.           Visitation.  The Company shall permit the representatives of each holder of a Note that is an Institutional Investor:

(a)        No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Company shall be permitted to be present at any such meeting), and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and

(b)        Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries (provided that the Company shall receive notice of such meeting and representatives of the Company shall be entitled (but not required) to be present at any such meeting)), all at such times and as often as may be reasonably requested.

Section 7.4.           Electronic Delivery.  Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:

(i)           such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail;

(ii)           the Company shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate

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satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://www.storecapital.com as of the date of this Agreement;

(iii)           such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or

(iv)           the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

SECTION 8.PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1.           Maturity.  As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2.           Optional Prepayments with Make-Whole Amount.  The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount.  The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the holders of more than 50% of the principal amount of the Notes to be prepaid then outstanding agree to another time period pursuant to Section 17.  Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount (if any) due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.  Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

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Section 8.3.           Allocation of Partial Prepayments.  (a) In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

(b)           Any prepayments pursuant to Section 8.7 shall be applied only to the Notes of the holders electing to participate in such prepayment.

Section 8.4.           Maturity; Surrender, Etc.  In the case of each optional prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5.           Purchase of Notes.  The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or any other Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions.  Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days.  If the holders of more than 50% of the principal amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such fact and the expiration date for the acceptance by holders of the Notes shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of notice to accept such offer.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.6.           Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.  For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

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“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

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“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7.Change of Control.

(a)Notice of Change of Control.  The Company will, within ten (10) Business Days after the occurrence of any Change of Control, give written notice (the “Change of Control Notice”) of such Change of Control to each holder of Notes.  Such Change of Control Notice shall contain and constitute an offer to prepay the Notes as described in Section 8.7(b) hereof and shall be accompanied by the certificate described in Section 8.7(e).

(b)Offer to Prepay Notes.  The offer to prepay Notes contemplated by Section 8.7(a) shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such Change of Control Notice (the “Proposed Prepayment Date”).  Such date shall be not fewer than 30 days and not more than 60 days after the date of delivery of the Change of Control Notice.

(c)Acceptance.  Any holder of Notes may accept the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance to be delivered to the Company not fewer than 10 days prior to the Proposed Prepayment Date.  A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(d)Prepayment.  Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes together with accrued and unpaid interest thereon but without any Make-Whole Amount or other premium.  The prepayment shall be made on the Proposed Prepayment Date.

(e)Officer’s Certificate.  Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of delivery of the Change of Control Notice, specifying:  (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount of each Note offered to be prepaid (which shall be 100% of the outstanding principal balance of each such Note); (iv) the interest that would be due on each Note offered to be prepaid, accrued to the

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Proposed Prepayment Date; (v) that the conditions of this Section 8.7 required to be fulfilled prior to the giving of notice have been fulfilled; and (vi) in reasonable detail, the general nature and date of the Change of Control.

Section 8.8.Payments Due on Non-Business Days.  Anything in this Agreement or the Notes to the contrary notwithstanding, (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

SECTION 9.AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1.Compliance with Laws.  Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.Insurance.  The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3.Maintenance of Properties.  The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4.Payment of Taxes and Claims.  The Company will, and will cause each of its Subsidiaries to, file all material tax returns required to be filed in any jurisdiction and to pay

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and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5.Corporate Existence, Etc.  Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect.  Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate, limited partnership or limited liability company existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6.Books and Records.  The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and in conformity in all material respects with all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.  The Company will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect in all material respects all transactions and dispositions of assets.  The Company and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

Section 9.7.Subsidiary Guarantors.  (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Primary Credit Facility, the Existing Notes or other Indebtedness with a principal amount in excess of $250,000,000 to concurrently therewith:

(i)enter into a Subsidiary Guaranty or joinder thereto; and

(ii)deliver the following to each of holder of a Note:

(A)an executed counterpart of such Subsidiary Guaranty or joinder thereto;

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(B)to the extent required under the Primary Credit Facility, under the Existing Notes or under such other Indebtedness with a principal amount in excess of $250,000,000, a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);

(C)to the extent required under the Primary Credit Facility, under the Existing Notes or under such other Indebtedness with a principal amount in excess of $250,000,000, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

(D)to the extent required under the Primary Credit Facility, under the Existing Notes or under such other Indebtedness with a principal amount in excess of $250,000,000, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.

(b)Release of Guarantors.  The Company may request in writing that the holders of the Notes release a Subsidiary Guarantor, if: (i) after giving effect to such release, such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or otherwise with respect to any Indebtedness under the Primary Credit Facility, the Existing Notes or other Indebtedness with a principal amount in excess of $250,000,000, (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; and (iii) if any fee or other form of consideration is given to any holder of Indebtedness under the Primary Credit Facility, the Existing Notes or other Indebtedness with a principal amount in excess of $250,000,000 directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders).  Together with any such request, the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii), and (iii) will be true and correct upon the release of such Subsidiary Guarantor.  No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Company, such documents as the Company may reasonably request to evidence such release.

Section 9.8.Maintenance of Status.  The Company will at all times remain qualified as a Real Estate Investment Trust under the Code and remain in compliance in all material respects with all provisions applicable to the qualification of the Company as a Real Estate Investment Trust under the Code.

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Section 9.9.Priority of Obligations.  The Company will ensure that its payment obligations under this Agreement and the Notes, and the payment obligations of any Subsidiary Guarantor under its Subsidiary Guaranty, will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company and such Subsidiary Guarantor, as applicable.

Section 9.10.Rating Confirmation.  The Company covenants and agrees that, at its sole cost and expense, it shall cause to be maintained at all times a Credit Rating from at least one Rating Agency that indicates that it will monitor the rating on an ongoing basis.  During November of each year the Company further covenants and agrees it shall provide a notice to each of the holders of the Notes sent in the manner provided in Section 18 with respect to any then current Credit Ratings.

SECTION 10.NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1.Transactions with Affiliates.  The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 10.2.Merger, Consolidation, Etc.  The Company will not, nor will it permit any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a)in the case of a consolidation or merger involving a Subsidiary, or conveyance, transfer or lease of all or substantially all of the assets of a Subsidiary in a single transaction or series of transactions, (i) such merger or consolidation of one or more of the Subsidiaries of the Company is with and into the Company (it being understood and agreed that in any such event the Company will be the surviving Person), (ii) such merger or consolidation involves two or more Subsidiaries of the Company or entities that will become Subsidiaries after giving effect to the merger or consolidation (provided that no such merger or consolidation shall involve a Guarantor unless such Guarantor is the surviving entity), or (iii) such transaction involves the liquidation or dissolution of any Subsidiary of the Company (but specifically excluding any Guarantor unless the assets of such Guarantor will become owned by another Guarantor or the Company) that (A) would be permitted to sell or dispose of its assets in accordance with this Agreement (and thereafter is treated under this Agreement as if sold or disposed of pursuant to Section 10.8 hereof) or (B) owns assets that will become owned by another Subsidiary or the Company upon such liquidation or dissolution;

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(b)in the case of a consolidation or merger involving the Company, or conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation, limited liability company or limited partnership organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation, limited liability company or limited partnership, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation, limited liability company or limited partnership shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(c)in the case of a consolidation or merger involving the Company, or conveyance, transfer or lease of all or substantially all of the assets of the Company in a single transaction or series of transactions, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and

(d)immediately before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation, limited liability company or limited partnership that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes.

Section 10.3.Line of Business.  The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Presentation.

Section 10.4.Terrorism Sanctions Regulations.  The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any

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investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any U.S. or European Union law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions or Canadian Economic Sanctions Laws, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions or Canadian Economic Sanctions Laws.

Section 10.5.Liens.  The Company will not and will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property, assets or revenues of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, except:

(i)(A) Liens on properties to secure taxes, assessments and other governmental charges or claims for labor, material or supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise required to be paid or discharged under the terms of this Agreement or any of the other Note Documents (unless such amounts are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP) and (B) Liens on assets in respect of judgments which do not constitute an Event of Default under Section 11(i);

(ii)deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations;

(iii)Liens (A) consisting of mortgage liens on Real Estate and other property securing Indebtedness which is Non-Recourse Indebtedness of Subsidiaries of the Company that is secured by Real Estate and other assets (which may include the Equity Interests of Subsidiaries that own Real Estate) or (B) securing Secured Debt that is Recourse Indebtedness, provided that the aggregate amount of (x) all Indebtedness secured by Liens pursuant to this clause (iii)(B) and (y) Recourse Indebtedness of Subsidiaries that are not Subsidiary Guarantors shall not at any time exceed ten percent (10%) of Consolidated Total Adjusted Asset Value (determined as of the end of the then most recently ended fiscal quarter), provided, further, that notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this Section 10.5(iii) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders;

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(iv)encumbrances on Real Estate consisting of easements, tenant leases, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Company or any such Subsidiary is a party, and other non-monetary liens or encumbrances, which do not individually or in the aggregate have a Material Adverse Effect;

(v)cash deposits to secure the performance of bids, trade contracts (other than for Indebtedness), purchase contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(vi)rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;

(vii)(A) Liens under the Primary Credit Facility and the Existing Notes; provided, that notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this Section 10.5(vii) any Indebtedness outstanding under or pursuant to the Primary Credit Facility or the Existing Notes unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders and (B) Liens under the Note Documents;

(viii)the rights of tenants as tenants under leases and subleases of Real Estate, in each case entered into in the ordinary course of business;

(ix)in the case of Equity Interests in Unconsolidated Affiliates, buy/sell rights with respect to such Unconsolidated Affiliates contained in the organizational agreements of such Unconsolidated Affiliate on customary terms and conditions;

(x)Liens created by the Unencumbered Pool Documents which do not in any event secure liabilities for borrowed money and are in favor of a Note Party;

(xi)Permitted Unsecured Debt Restrictions;

(xii)Liens existing on the Closing and listed on Schedule 10.5(xii); and

(xiii)Liens securing intercompany loans and advances owed by Subsidiaries of the Company to Note Parties.

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Section 10.6.Financial Covenants.

(a)Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value.  The Company will not as of the end of any fiscal quarter permit the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value (expressed as a percentage) to exceed sixty-five percent (65.0%).

(b)Consolidated EBITDA to Consolidated Fixed Charges.  The Company will not as of the end of any fiscal quarter permit the ratio of Consolidated EBITDA determined for the most recently ended four (4) calendar quarters to Consolidated Fixed Charges for the most recently ended four (4) calendar quarters, to be less than 1.50 to 1.00.

(c)Consolidated Total Secured Debt to Consolidated Total Adjusted Asset Value.  (i) Subject to clause (ii) below, the Company will not as of the end of any fiscal quarter permit the ratio of Consolidated Total Secured Debt to Consolidated Total Adjusted Asset Value (expressed as a percentage) to exceed sixty percent (60.0%).

(ii)Notwithstanding clause (i) above, in the event as of the end of any fiscal quarter the ratio of Consolidated Total Adjusted Unencumbered Asset Value determined as of such date to Consolidated Total Unsecured Debt determined as of such date, is less than 3.00 to 1.00, the Company will not as of the end of such fiscal quarter permit the ratio of Consolidated Total Secured Debt to Consolidated Total Adjusted Asset Value (expressed as a percentage) to exceed the ratio shown below that is applicable to such fiscal quarter:

FISCAL QUARTER ENDING	RATIO
June 30, 2016 and September 30, 2016	sixty percent (60.0%)
December 31, 2016, March 31, 2017, June 30, 2017, and September 30, 2017	fifty-five percent (55%)
December 31, 2017, March 31, 2018, June 30, 2018, and September 30, 2018	fifty percent (50%)
December 31, 2018, March 31, 2019, June 30, 2019, and September 30, 2019	forty-five percent (45%)
December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and thereafter	forty percent (40%)

(d)Ratio of Unencumbered NOI to Interest Expense on Unsecured Debt.  The Company will not as of the end of any fiscal quarter permit the ratio of (i) Unencumbered NOI of the Company and its Subsidiaries determined on a consolidated basis to (ii) Interest Expense on

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Unsecured Debt of the Company and its Subsidiaries determined on a consolidated basis, to be less than 2.00 to 1.00.

(e)Consolidated Unsecured Leverage Ratio.  The Company will not as of the end of any fiscal quarter permit the ratio of Consolidated Total Adjusted Unencumbered Asset Value determined as of such date to Consolidated Total Unsecured Debt determined as of such date to be less than the Minimum Unsecured Leverage Ratio.

(f)Minimum Consolidated Tangible Net Worth.  The Company will not as of the end of any fiscal quarter permit Consolidated Tangible Net Worth to be less than the sum of (i) $1,000,000,000.00, plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after September 22, 2015.

Section 10.7.Indebtedness.  The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

(a)unsecured Indebtedness of the Company or a Subsidiary Guarantor (including Indebtedness under, and guarantees of, Material Credit Facilities); provided, that after the incurrence thereof, the Company is in compliance with the financial covenants contained in Section 10.6;

(b)Non-Recourse Indebtedness; provided, that after the incurrence thereof, the Company is in compliance with the financial covenants contained in Section 10.6;

(c)intercompany loans and advances; provided that all such intercompany Indebtedness owed by any Note Party (unless owed to another Note Party) shall be unsecured and subordinated in right of payment to the payment in full of the obligations under the Note Documents pursuant to the terms of any applicable promissory notes or an intercompany subordination agreement, in each case, in form and substance reasonably satisfactory to the Required Holders (provided that subordination terms with respect to this Agreement and the Notes that are substantially identical to those subordination terms with respect to the Primary Credit Facility that are reasonably satisfactory to the administrative agent under the Primary Credit Facility shall be deemed to be reasonably satisfactory to the Required Holders);

(d)(x) Recourse Indebtedness of Subsidiaries that are not Subsidiary Guarantors and (y) Secured Debt that is Recourse Indebtedness, provided that the aggregate outstanding principal amount of all outstanding Indebtedness incurred pursuant to this clause (d) shall not at any time exceed ten percent (10%) of Consolidated Total Adjusted Asset Value at such time.

Section 10.8.Sale of Assets.  The Company will not, and will not permit any Subsidiary to, sell, lease, transfer, abandon or otherwise dispose (including pursuant to a liquidation or dissolution transaction described in Section 10.2(a)(iii)(A)) of assets (except (v) any sale, lease, transfer, abandonment or other disposition of obsolete or worn out assets or assets no longer useful in the business of the Company and its Subsidiaries, (w) licenses of intellectual property

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entered into in the ordinary course of business, (x) any conveyance, sale, transfer or other disposition of cash and/or cash equivalents, (y) assets sold or leased in the ordinary course of business for fair market value and (z) as provided in Section 10.2); provided that the foregoing restrictions do not apply to:

(a)the sale, lease, transfer or other disposition of assets to the Company or a Wholly-owned Subsidiary or a liquidation or dissolution of a Subsidiary where all of its assets are distributed to the Company or a Wholly-Owned Subsidiary; or

(b)the sale of assets for cash or other property to a Person or Persons other than the Company or a Wholly-owned Subsidiary if all of the following conditions are met:

(i)the value of such assets (valued at net book value) does not, together with the value of all other assets of the Company and its Subsidiaries previously disposed of during the twelve month period then ending (other than sales or dispositions permitted by clause (a) above), exceed 20% of Consolidated Total Adjusted Asset Value of the Company and its Subsidiaries determined as of the end of the immediately preceding fiscal year;

(ii)in the opinion of a Responsible Officer of the Company, the sale is for fair value; and

(iii)immediately before and immediately after the consummation of the transaction and after giving effect thereto, no Default or Event of Default would exist and be continuing;

provided, however, that for purposes of the foregoing calculation, there shall not be included in the determination of such 20% of Consolidated Total Adjusted Asset Value limitation any assets the Net Cash Proceeds of which were or are applied within 12 months after the date of sale of such assets to either (A) the acquisition of, or reinvestment in, assets useful and intended to be used in the operation of the business of the Company and its Subsidiaries and/or (B) the prepayment or payment of principal and accrued but unpaid interest, if any, and (subject to the following sentence) the applicable prepayment premium, if any, of Senior Debt of the Company and/or its Subsidiaries (other than Senior Debt owed to the Company or a Subsidiary); provided, further, that any such prepayment or payment of Senior Debt pursuant to this clause (B) shall include an offer, which offer shall be on the same terms and conditions to each holder of a Note, from the Company to the holders of all outstanding Notes, to prepay the Notes in an amount not less than the Notes Pro Rata Share of the Net Cash Proceeds to be so used to prepay Senior Debt.  It is understood and agreed by the Company that any such proceeds paid and applied to the prepayment of the Notes as hereinabove provided shall be offered and prepaid as and to the extent provided below:

(w)the offer to prepay Notes contemplated by this Section 10.8 shall be an offer to each of the holders of the Notes to prepay the Notes on a pro rata

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basis on a date specified in such offer, which date shall be not less than 30 days and not more than 60 days after the date of such offer (if the proposed prepayment date shall not be specified in such offer, the proposed prepayment date shall be the first Business Day after the 45th day after the date of such offer), all, or a pro rata part of, the Notes held by such holder at par and without payment of Make-Whole Amount or other premium;

(x)any holder of the Notes may accept or decline any offer of prepayment pursuant to this Section 10.8 by causing a notice of such acceptance or rejection to be delivered to the Company not later than 15 days after receipt by such holder of such offer of prepayment;

(y)the failure of any such holder to accept or decline any such offer of prepayment shall be deemed to be an election by such holder to decline such prepayment; and

(z)if such offer is so accepted, the proceeds so offered towards the prepayment of the Notes and accepted shall be prepaid and applied to 100% of the principal amount to be prepaid, together with interest accrued thereon to the date of such prepayment; provided that such prepayment shall be at par without payment of Make-Whole Amount or other premium.

Section 10.9.Most Favored Lender Status.  (a) If the Company or any Subsidiary Guarantor (i) is as of the date of this Agreement a party to a credit facility, loan agreement or other like financial instrument (an “Existing Credit Facility”) under which the Company or any Subsidiary Guarantor may incur Unsecured Debt in an aggregate amount equal to or greater than $100,000,000 (or the equivalent in the relevant currency), or (ii) after the date of this Agreement enters into any amendment or other modification of any Existing Credit Facility (an “Amended Credit Facility”) or (iii) enters into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or other like agreement (in any such case, a “New Credit Facility”) after the date of this Agreement under which the Company or any Subsidiary Guarantor may incur Unsecured Debt in an amount equal to or greater than $100,000,000 (or the equivalent in the relevant currency), that in any such case has on the date of this Agreement, or after the date of this Agreement results in, one or more additional or more restrictive MFL Provisions (whether constituting a financial covenant or an event of default) than those contained in this Agreement being contained in any such Existing Credit Facility, Amended Credit Facility or New Credit Facility, as the case may be (such additional or more restrictive MFL Provision or event of default, as the case may be, together with all definitions relating thereto, in the case of an Existing Credit Facility, including as amended by an Amended Credit Facility, the “Existing Facility Additional Provision(s)” and in the case of a New Credit Facility, the “New Facility Additional Provision(s)”), then the terms of this Agreement, without any further action on the part of the Company, any Subsidiary Guarantor or any of the holders of the Notes, will unconditionally be deemed on the effective date of such Amended Credit Facility or New Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Provision(s), as the

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case may be, and any event of default in respect of any such additional or more restrictive MFL Provision(s) so included herein shall be deemed to be an Event of Default under Section 11(c) (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation, all rights and remedies exercisable by the holders of the Notes hereunder.

(b)If after the date of execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or otherwise modified under the corresponding Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) theretofore included in this Agreement pursuant to the requirements of this Section 10.9 shall then and thereupon automatically and without any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 10.9 to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated, loosened, tightened, amended or modified under this Section 10.9, the prior written consent thereto of the Required Holders shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s), as the case may be; and provided, further, that in any and all events, the financial covenant(s) and related definitions or any event of default constituting any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in any event be deemed or construed to be excluded, terminated, loosened, relaxed, amended or otherwise modified by operation of the terms of this Section 10.9, and only any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof.

(c)The Company shall from time to time, upon request by the Required Holders, promptly execute and deliver at its expense (including, without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole) an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant to this Section 10.9, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility Additional Provision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.

(d)The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company, any co-obligor or any Subsidiary Guarantor as consideration for or as an inducement to the entering

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into by any such creditor of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Provision(s) or New Facility Additional Provision(s), unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.

SECTION 11.EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c)the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.2, 10.5, 10.6, 10.7 and 10.8 or incorporated herein pursuant to Section 10.9 (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default so incorporated); or

(d)the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any Subsidiary Guaranty and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e)(i) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or

(f)(i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness (other than Indebtedness under the Note Documents) that is outstanding in an aggregate principal amount of at least $100,000,000

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beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness (other than Indebtedness under the Note Documents) in an aggregate outstanding principal amount of at least $100,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be) due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness (other than Indebtedness under the Note Documents) to convert such Indebtedness into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $100,000,000 or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness; or

(g)the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h)a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i)one or more final judgments or orders for the payment of money aggregating in excess of $100,000,000 (to the extent not covered by independent third party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the claim and does not dispute coverage), including, without limitation, any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 60 days

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after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay;

(j)if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed an amount that could reasonably be expected to have a Material Adverse Effect, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.  As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(k)any Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner in writing the validity, binding nature or enforceability of any Subsidiary Guaranty, or the obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Subsidiary Guaranty.

SECTION 12.REMEDIES ON DEFAULT, ETC.

Section 12.1.Acceleration.  (a)  If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b)If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

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(c)If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.  The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2.Other Remedies.  If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3.Rescission.  At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4.No Waivers or Election of Remedies, Expenses, Etc.  No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement, any Subsidiary Guaranty or

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any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable and documented costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable and documented attorneys’ fees, expenses and disbursements.

SECTION 13.REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1.Registration of Notes.  The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.  The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.  If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement.  Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2.Transfer and Exchange of Notes.  Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1.  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

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Section 13.3.Replacement of Notes.  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 14.PAYMENTS ON NOTES.

Section 14.1.Place of Payment.  Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Citibank, N.A. in such jurisdiction.  The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2.Home Office Payment.  So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule B, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1.  Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2.  The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a

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Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

SECTION 15.EXPENSES, ETC.

Section 15.1.Transaction Expenses.  Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with the initial purchase of the Notes by the Purchasers on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000.  The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Section 15.2.Survival.  The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.

SECTION 16.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note.  All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this

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Agreement.  Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 17.AMENDMENT AND WAIVER.

Section 17.1.Requirements.  This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a)no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and

(b)no amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), the prepayment provisions in the provisos contained in the penultimate sentence of Section 10.8(b), the last sentence of Section 10.8(b) or Sections 11(a), 11(b), 12, 17 or 20.

Section 17.2.Solicitation of Holders of Notes.

(a)Solicitation.  The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty.  The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)Payment.  The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

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(c)Consent in Contemplation of Transfer.  Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 17.3.Binding Effect, Etc.  Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of any rights of any holder of such Note.

Section 17.4.Notes Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

SECTION 18.NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

(i)if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule B, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

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(iii)if to the Company, to the Company at its address set forth at the beginning hereof to the attention of its General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19.REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 20.CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.  Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes and such recipient is notified of its obligation to maintain the confidentiality of such information), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its

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receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser (provided that, unless specifically prohibited by applicable law, rule, regulation or order, such Purchaser shall notify the Company prior to disclosure), (x) in response to any subpoena or other legal process Purchaser (provided that, unless specifically prohibited by applicable law, rule, regulation or order, such Purchaser shall notify the Company prior to disclosure), (y) in connection with any litigation to which such Purchaser is a party Purchaser (provided that, unless specifically prohibited by applicable law, rule, regulation or order, such Purchaser shall notify the Company prior to disclosure) or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any Subsidiary Guaranty.  Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement.  On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

SECTION 21.SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6.  Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser.  In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon

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receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SECTION 22.MISCELLANEOUS.

Section 22.1.Successors and Assigns.  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 22.2.Accounting Terms.  (a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.  For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 — Fair Value Option, International Accounting Standard 39 — Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

(b)If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Note Document, and either the Company or the Required Holders shall so request, the holders of the Notes and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the holders of the Notes financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases, whether entered into prior to or after the Closing, shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements listed on Schedule 5.5 for all purposes under the Note Documents, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually agreeable amendment addressing such changes, as provided for above.

(c)Any financial ratios required to be maintained by the Company pursuant to the Note Documents shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in such Note Document and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

47

Section 22.3.Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4.Construction, Etc.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 22.5.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 22.6.Governing Law.  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

Section 22.7.Jurisdiction and Process; Waiver of Jury Trial.  (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.  To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)The Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section.  The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

48

(c)Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

*    *    *    *    *

49

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

Very truly yours,
STORE CAPITAL CORPORATION
By	/s/ Michael T. Bennett
	Name:	Michael T. Bennett
	Title:	Executive Vice President General Counsel

50

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	CATHOLIC FINANCIAL LIFE
	CATHOLIC UNITED FINANCIAL
	CINCINNATI INSURANCE COMPANY
	CINCINNATI LIFE INSURANCE COMPANY
	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	GLEANER LIFE INSURANCE SOCIETY
	GREAT WESTERN INSURANCE COMPANY
	MINNESOTA LIFE INSURANCE COMPANY
	NEW ERA LIFE INSURANCE COMPANY
	TRUSTMARK INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By:	/s/ Drew R. Smith
		Name: Drew R. Smith
		Title: Vice President

51

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	AMERICAN FAMILY LIFE INSURANCE COMPANY
	By	/s/ David L. Voge
		Name:	David L. Voge
		Title:	Fixed Income Portfolio Manager

52

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	ATHENE ANNUITY AND LIFE COMPANY
	By:	Athene Asset Management, L.P., its investment adviser
	By:	AAM GP Ltd., its general partner
	By	/s/ Roger D. Fors
		Roger D. Fors, Senior Vice President, Fixed Income
	ATHENE ANNUITY & LIFE ASSURANCE COMPANY
	By:	Athene Asset Management, L.P., its investment adviser
	By:	AAM GP Ltd., its general partner
	By	/s/ Roger D. Fors
		Roger D. Fors, Senior Vice President, Fixed Income
	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY,
	solely with respect to the Modco Account
	By:	Athene Asset Management, L.P., its investment adviser of that certain modified coinsurance account (the “Modco Account”) created pursuant to that certain trust agreement between American Equity Investment Life Insurance Company, Athene Life Re Ltd., and State Street Bank and Trust Company dated as of May 29, 2014
	By:	AAM GP Ltd., its general partner
	By	/s/ Roger D. Fors
		Roger D. Fors, Senior Vice President, Fixed Income

53

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	INTEGRITY LIFE INSURANCE COMPANY
	By:	/s/James J. Vance
		Name: James J. Vance
		Title: Sr. Vice President, Treasurer
	By:	/s/ Kevin L. Howard
		Name: Kevin L. Howard
		Title: Sr. Vice President and General Counsel
	THE LAFAYETTE LIFE INSURANCE COMPANY
	By:	/s/James J. Vance
		Name: James J. Vance
		Title: Sr. Vice President, Treasurer
	By:	/s/ Kevin L. Howard
		Name: Kevin L. Howard
		Title: Sr. Vice President and General Counsel

54

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
	By	/s/ Brian Keating
		Name: Brian Keating
		Title: Managing Director

55

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	OCM CREDIT PORTFOLIO LP, by its general partner, OCM CREDIT PORTFOLIO G.P. INC.
	By	/s/ Ken Milner
		Name: Ken Milner
		Title: Director
	By	/s/ Kim Bursey
		Name: Kim Bursey
		Title: Director

56

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:	/s/ Brad Wiginton
		Vice President
	PENSIONSKASSE DES BUNDES PUBLICA
	By:	PGIM Limited, as Investment Manager
	By:	Pricoa Capital Group Limited, as Sub-Advisor
		By:	[ILLEGIBLE]
			Director
	BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA
	By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
	By:	Prudential Private Placement Investors, Inc. (as its General Partner)
		By:	/s/ Brad Wiginton
			Vice President

57

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	SUN LIFE ASSURANCE COMPANY OF CANADA
	By:	/s/ Deborah J. Foss
		Name:	Deborah J. Foss
		Title:	Managing Director, Head of Private Debt Private Fixed Income
	By:	/s/ Ann C. King
		Name:	Ann C. King
		Title:	Assistant Vice President and Senior Counsel

58

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
	By:	/s/ Laura Parrott
		Name: Laura Parrott
		Title: Senior Director

59

This Agreement is hereby
accepted and agreed to as
of the date hereof.
	USAA LIFE INSURANCE COMPANY
	By	/s/ James F. Jackson Jr.
		Name:	James F. Jackson Jr.
			Executive Director

60

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Adjusted Interest Rate” means the Base Interest Rate increased by 100 basis points (1.00%) to 5.73% per annum.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person.  As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Amended Credit Facility” is defined in Section 10.9.

“Anti-Corruption Laws” is defined in Section 5.16(d)(1).

“Anti-Money Laundering Laws” is defined in Section 5.16(c).

“Applicable Credit Rating” means, as of any date of determination, (a) if only one Rating Agency is then providing a Credit Rating, such Credit Rating, (b), if two Rating Agencies are then providing a Credit Rating, the lower of such Credit Ratings and (c) if three or more Rating Agencies are then providing a Credit Rating, the second lowest of such Credit Ratings.

“Base Interest Rate” means 4.73% per annum.

“Blocked Person” is defined in Section 5.16(a).

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Phoenix, Arizona are required or authorized to be closed.

“Canada Blocked Person” means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended or (ii) a Person identified in or pursuant to (x) Part II.1 of the Criminal Code (Canada), as amended or (y) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as

SCHEDULE A
(to Note Purchase Agreement)

amended, in any case pursuant to this clause (ii) as a Person in respect of whose property or benefit a holder of Notes would be prohibited from entering into or facilitating a related financial transaction.

“Canadian Economic Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations administered and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act (Canada), as amended, and the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action.

“Capitalized Lease” means a lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Lease Obligations” means with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capitalized Lease.

“Cash Revenues” means, for any calculation date, the base rent and interest, annualized based on contract rates in effect as of such calculation date, for all leases, loans, notes and direct financing receivables (and similar revenue streams) in place as of that date.

“Change of Control” means:

(a)any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) other than the Permitted Holders, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of the Company equal to at least fifty percent (50%) of the then outstanding voting stock or voting interests of the Company;

(b)the Company fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of SCA or fails to control all decisions of SCA; or

(c)a “change of control” or similar event occurs under any Material Credit Facility.

“CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.

2

“Class B Master Funding Notes” means the “Class B Notes” issued by STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and any other Subsidiary which issues “Class B Notes” under the Company’s master funding trust program.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means STORE CAPITAL CORPORATION, a Maryland corporation or any successor that becomes such in the manner prescribed in Section 10.2.

“Confidential Information” is defined in Section 20.

“Consolidated” means with reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means with respect to any period, an amount equal to the EBITDA of the Company and its Subsidiaries for such period determined on a Consolidated basis.

“Consolidated Fixed Charges” means on any date of determination for the period of four (4) fiscal quarters most recently ended, the sum of (a) Consolidated Interest Expense for such period (both expensed and capitalized), plus (b) all of the scheduled payments of principal due and payable with respect to Indebtedness of the Company and its Subsidiaries during such period, other than (x) any balloon, bullet or similar principal payment which repays such Indebtedness in full and (y) any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the scheduled principal payment on any Capital Lease Obligations.  Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates shall be included in the determination of Consolidated Fixed Charges.

“Consolidated Interest Expense” means on any date of determination, without duplication, (a) total Interest Expense of the Company and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for the period of determination, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

“Consolidated Tangible Net Worth” means the amount by which Consolidated Total Adjusted Asset Value exceeds Consolidated Total Indebtedness.

“Consolidated Total Adjusted Asset Value” means as of any date of determination, the sum of the undepreciated value of all assets of Company and its Subsidiaries minus goodwill calculated on a Consolidated basis in accordance with GAAP, provided that all real estate assets

3

shall be valued at undepreciated cost (minus any write downs or impairments) as determined in accordance with GAAP.  Consolidated Total Adjusted Asset Value will be adjusted to include an amount equal to the Equity Percentage of the Consolidated Total Adjusted Asset Value attributable to the assets owned by the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates, calculated in the same manner as above.

“Consolidated Total Adjusted Unencumbered Asset Value” means as of any date of determination, the sum of the undepreciated value of all Unencumbered Assets minus goodwill calculated on a Consolidated basis in accordance with GAAP, provided that all real estate assets shall be valued at undepreciated cost (minus any write downs or impairments) as determined in accordance with GAAP.  Consolidated Total Adjusted Unencumbered Asset Value will be adjusted to include an amount equal to the Equity Percentage of the Consolidated Total Adjusted Unencumbered Asset Value attributable to the assets owned by the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates, calculated in the same manner as above.

“Consolidated Total Indebtedness” means, as at any date of determination, the sum of (i) the aggregate amount of all Indebtedness of the types described in clauses (a), (b), (c), (d) (to the extent such letter of credit is drawn and not reimbursed), (f), (h) (in the case of clause (h), as it applies to each of the foregoing clauses only) and (i) (in the case of clause (i), as it applies to each of the foregoing clauses only) of the definition of “Indebtedness” of the Company and its Subsidiaries determined on a Consolidated basis in accordance with GAAP plus (ii) the Equity Percentage of such types of Indebtedness of the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates.

“Consolidated Total Secured Debt” means, as at any date of determination, the sum of (i) the aggregate amount of all Secured Debt of the types described in clauses (a), (b), (c), (d) (to the extent such letter of credit is drawn and not reimbursed), (f), (h) (in the case of clause (h), as it applies to each of the foregoing clauses only) and (i) (in the case of clause (i), as it applies to each of the foregoing clauses only), of the definition of “Indebtedness” of the Company and its Subsidiaries on a Consolidated basis in accordance with GAAP plus (ii) the Equity Percentage of such types of Secured Debt of the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates.

“Consolidated Total Unsecured Debt” means, as at any date of determination, the sum of (i) the aggregate amount of all Unsecured Debt of the types described in clauses (a), (b), (c), (d) (to the extent such letter of credit is drawn and not reimbursed), (f) and (h) (in the case of clause (h), as it applies to each of the foregoing clauses only), of the definition of “Indebtedness” of the Company and its Subsidiaries on a Consolidated basis (including Indebtedness outstanding under the Notes) in accordance with GAAP plus (ii) the Equity Percentage of such types of Unsecured Debt of the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates.

“Controlled Entity” means any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates.  As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

4

“Credit Rating” means the public credit rating of the Notes issued by a Rating Agency, which credit rating identifies the Notes by Private Placement Number issued by Standard & Poor’s CUSIP Bureau (a “CUSIP”).

“CUSIP” is defined in the definition of “Credit Rating.”

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means with respect to a Note that rate of interest that is the greater of (i) 2.00% per annum above the interest rate including, without limitation, the Adjusted Interest Rate (if otherwise then applicable), then in effect for such Note or (ii) 2.00% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “base” or “prime” rate.

“Derivatives Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.  Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master agreement.

“Derivatives Termination Value” means in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Chatham Financial, the administrative agent under the Primary Credit Facility or any lender under the Primary Credit Facility).

“Disclosure Documents” is defined in Section 5.3.

“Distribution” means any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Company or any of its Subsidiaries now or hereafter

5

outstanding, except a dividend payable solely in Equity Interests of Company or any of its Subsidiaries to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Company or any of its Subsidiaries now or hereafter outstanding other than with another Equity Interest of Company or any of its Subsidiaries; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Company or any of its Subsidiaries now or hereafter outstanding other than with another Equity Interest of Company or any of its Subsidiaries.  Distributions from any Subsidiary of Company to Company or any Subsidiary of Company shall be excluded from this definition.

“Dollars or $” means Dollars in lawful currency of the United States of America.

“EBITDA” means with respect to Company and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)):  (i) depreciation and amortization expense; (ii) Interest Expense (including any amounts excluded from the definition of Interest Expense due to being non-cash interest expense); (iii) income tax expense; (iv) fees, costs and expenses incurred during such period in sourcing, investigating, reviewing and making acquisitions and dispositions permitted hereunder (in each case, whether or not completed); (v) extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets); (vi) distributions to minority owners; (vii) gains and losses resulting from currency exchange effects and hedging arrangements and (viii) other non-cash items to the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below.  With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of items (i) through (viii) above.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“Equity Interests” means with respect to any Person, (i) any share of capital stock of (or other ownership or profit interests in) such Person; (ii) any warrant, option or other right for the purchase or other acquisition from such Person of (a) any share of capital stock of (or other ownership or profit interests in) such Person, or (b) any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests) and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination; and (iii) any other ownership or

6

profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting; provided, that Equity Interests shall not include any debt securities or other Indebtedness convertible into, or exchangeable for, Equity Interests.

“Equity Offering” means the issuance and sale after the Closing Date by the Company or any of its Subsidiaries of any Equity Interests of such Person (other than Equity Interests issued (i) to Company or any one or more of its Subsidiaries in its respective Subsidiaries, and (ii) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement).

“Equity Percentage” means the aggregate ownership percentage of the Company or its Subsidiaries in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) the Company’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) the Company’s direct or indirect economic ownership interest in the Unconsolidated Affiliate reflecting the Company’s current allocable share of income and expenses of the Unconsolidated Affiliate.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Existing Credit Facility” is defined in Section 10.9.

“Existing Facility Additional Provisions” is defined in Section 10.9.

“Existing Note Purchase Agreement” means that certain note purchase agreement dated November 19, 2015 among the Company and the purchasers named in Schedule B thereto.

“Existing Notes” means the (a) 4.95% Senior Notes, Series A, due November 21, 2022 in the aggregate original principal amount of $75,000,000, and (b) 5.24% Senior Notes, Series B, due November 21, 2024 in the aggregate original principal amount of $100,000,000, each of the Company issued under the Existing Note Purchase Agreement.

“Fitch” means Fitch, Inc., and any successor thereto.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

7

“Governmental Authority” means

(a)the government of

(i)the United States of America or any state or other political subdivision thereof, or

(ii)any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Guarantors” means collectively, SCA and the other Subsidiary Guarantors, and individually any one of them.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a)to purchase such indebtedness or obligation or any property constituting security therefor;

(b)to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c)to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d)otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.  The amount of any Guaranty shall be deemed to be an amount

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equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Improvements” means all buildings, structures, improvements and fixtures now erected on, attached to, or used or adapted for use in the operation of any Real Estate.

“Indebtedness” with respect to any Person means, at any time, without duplication,

(a)all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than ninety (90) days past due);

(b)all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered;

(c)obligations of such Person as a lessee or obligor under a Capitalized Lease;

(d)all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment);

(e)all Off-Balance Sheet Obligations of such Person;

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(f)all obligations of such Person in respect of any purchase obligation (but excluding obligations to purchase Real Estate entered into in the ordinary course of business), repurchase obligation, takeout commitment (excluding commitments to fund construction or purchase real property upon the completion of construction in the ordinary course of business) or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied solely by the issuance of Equity Interests);

(g)net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof;

(h)all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a written claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder (unless such liabilities are expressly made non-recourse to such general partner until a written claim is made with respect to any matters for which such general partner may be liable, and then shall be included only to the extent of the amount of such claim), any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase Indebtedness, or to assure the owner of Indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise; and

(i)all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; provided, however, that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured.

“Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board in June of 2001.  For the avoidance of doubt the obligations under any repurchase agreement shall constitute Indebtedness.

“INHAM Exemption” is defined in Section 6.2(e).

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“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Interest Expense” means on any date of determination, with respect to the Company and its Subsidiaries, without duplication, total interest expense accruing or paid on Indebtedness of the Company and its Subsidiaries, on a Consolidated basis, during such period (including interest expense attributable to Capital Lease Obligations and amounts attributable to interest incurred under Derivatives Contracts), determined in accordance with GAAP, and including (without duplication) the Equity Percentage of Interest Expense for the Company’s Unconsolidated Affiliates.  Interest Expense shall not include non-cash interest expense, but includes capitalized interest not funded under a construction loan by the Company.

“Interest Expense on Unsecured Debt” means, for any calculation date, the annualized interest expense for all outstanding Unsecured Debt as of the calculation date at the interest rate in effect thereon as of the calculation date (for the avoidance of doubt, Interest Expense on Unsecured Debt excludes noncash interest expense, such as the amortization of deferred financing costs).

“Interest Payment Date” means May 21 and November 21.

“Investment Grade Rating” means a rating of BBB- or better by S&P or Fitch or Baa3 or better by Moody’s.

“Investments” means with respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, and all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person; provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms, or (iii) operating leases (of real or personal property) entered into by such Person in the ordinary course of business as a lessee.  In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be deducted in respect of each Investment any amount received as a return of capital; (b) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise; and (c) the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value thereof.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capitalized Lease, upon or with respect to any property or asset of such Person (including in the

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case of stock, stockholder agreements, voting trust agreements and all similar arrangements), in each case, other than any provisions of a document, instrument or agreement (other than any Note Document) which prohibits or purports to prohibit the creation or assumption of any Lien on any assets of such Person as security for Indebtedness of such Person.

“Make-Whole Amount” is defined in Section 8.6.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under the Note Documents, or (c) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty.

“Material Credit Facility” means, as to the Company and its Subsidiaries,

(a)        the Primary Credit Facility, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and

(b)        the Existing Note Purchase Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof; and

(c)        any other agreement(s) creating or evidencing indebtedness for borrowed money (other than Non-Recourse Indebtedness) entered into on or after the date of Closing by the Company or any Guarantor, or in respect of which the Company or any Guarantor is an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $250,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency).

“Maturity Date” is defined in the first paragraph of each Note.

“MFL Provision” means any (a) covenant (whether constituting a covenant or an event of default) that requires the Company or any Subsidiary to (i) maintain any level of financial performance (including without limitation, any specified level of net worth, total assets, cash flows or net income, however expressed), (ii) maintain any relationship of any component of its capital structure to any other component thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth, however expressed), (iii) maintain any measure of its ability to service its indebtedness (including, without limitation, exceeding any specified ratio of revenues, cash flow or income to interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness, however expressed) or (iv) not to exceed any maximum level of indebtedness,

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however expressed; provided, that a MFL Provision shall not include any level of fixed charge coverage or measurement of borrowing availability based on “Unencumbered Pool Property” (or similar term) determinations or valuations under the Primary Credit Facility or (b) threshold in any “cross-default”, “cross acceleration” or “judgment” event of default.

“Minimum Unsecured Leverage Ratio” means, (a) if the ratio of Consolidated Total Secured Debt to Consolidated Total Adjusted Asset Value (expressed as a percentage) as of the end of the applicable fiscal quarter is not greater than forty percent (40%), 1.50 to 1.00 and (b) otherwise, 2.00 to 1.00.

“Moody’s” means Moody’s Investor Service, Inc., and any successor thereto.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“Negative Pledge” means with respect to a given Person, any provisions of a document, instrument or agreement (other than any Note Document) which prohibits or purports to prohibit the creation or assumption of any Lien on any assets of such Person as security for Indebtedness of such Person; provided, however, that an agreement that (a) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum ratio of unsecured debt to unencumbered assets) that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge for purposes of this Agreement; or (b) requires the grant of a Lien to secure Unsecured Debt permitted hereunder of such Person if a Lien is granted to secure the Obligations or other Unsecured Debt permitted hereunder of such Person shall not constitute a “Negative Pledge” for purposes of this Agreement.

“Net Cash Proceeds” means with respect to any sale or disposition of assets, the aggregate cash proceeds (including cash proceeds received by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by the Company or a Subsidiary pursuant to such transaction net of (i) the reasonable direct costs relating to such transaction (including sales and brokerage commissions and legal, accounting, finder’s and investment banking discounts, fees, commissions and expenses, and survey costs, title insurance premiums and fees for appraisals and other similar fees and commissions), (ii) any portion of such proceeds deposited in an escrow account or constituting “hold-backs” in respect of post-closing adjustments, pursuant, in each case, to the documentation relating to such transaction (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account or upon payment of such “hold-back”, as applicable, to the Company or the applicable Subsidiary), (iii) taxes paid or reasonably estimated by the Company to be payable (directly or indirectly) as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), and (iv) amounts

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required to be applied to the repayment of any Indebtedness secured by a Lien on the asset subject to such transaction.

“Net Income (or Loss)” means with respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

“Net Offering Proceeds” means the gross cash proceeds received by the Company or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs, expenses and discounts paid by the Company or such Subsidiary in connection therewith.

“New Credit Facility” is defined in Section 10.9.

“New Facility Additional Provisions” is defined in Section 10.9.

“Non-Recourse Exclusions” means with respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Estate securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Materials on the Real Estate securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (v) result from the borrowing Subsidiary and/or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding.

“Non-Recourse Indebtedness” means with respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person.  A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if such Indebtedness is cross-defaulted and cross-collateralized with the loans to such other Single Asset Entities.

“Note Documents” means this Agreement, the Notes, the Subsidiary Guaranty, and all other documents, certificates, requests, reports instruments or agreements now or hereafter executed or delivered by or on behalf of the Company or the Subsidiary Guarantors in connection with the Notes or pursuant to the Note Documents.

“Note Parties” means, collectively, the Company and each Guarantor.

“Notes Pro Rata Share” shall mean, on any date of determination, a fraction, the numerator of which is the aggregate principal amount of the Notes outstanding on such date and the denominator of which is the aggregate principal amount of all Senior Debt of the Company

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and/or its Subsidiaries (other than Senior Debt owed to the Company or a Subsidiary) outstanding on such date.

“Notes” is defined in Section 1.

“OFAC” is defined in Section 5.16(a).

“OFAC Listed Person” is defined in Section 5.16(a).

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing.  A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Off-Balance Sheet Obligations” means liabilities and obligations of the Company or any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which Company would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Company’s report on Form 10-Q or Form 10-K (or their equivalents) which Company is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor).

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Holders” means Oaktree Capital Management, L.P., its Affiliates and their respective managed investment funds.

“Permitted Unsecured Debt Restrictions” means restrictions or provisions that are contained in documentation evidencing or governing Unsecured Debt permitted hereunder which restrictions or provisions are the result of (i) limitations on the ability of the Company or any Subsidiary thereof to transfer property to the Company or any Guarantor, (ii) limitations on Negative Pledges, or (iii) any requirement that other Unsecured Debt permitted hereunder be secured on an “equal and ratable basis” to the extent that the Notes are secured.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

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“Preferred Distributions” means for any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Company or any of its Subsidiaries.  Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Company or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

“Preferred Securities” means with respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

“Presentation” is defined in Section 5.3.

“Primary Credit Facility” means Credit Agreement, dated as of September 19, 2014, by and among the Company, the lenders party thereto and KeyBank National Association, as administrative agent, including any renewals, extensions, amendments, supplements, restatements, replacements, increases or refinancing thereof (whether such renewal, extension, amendment, restatement, replacement, increases or refinancing of such agreement is entered into substantially concurrently with the termination of the existing agreement or at any time before or after if no new agreement is then substantially concurrently entered into).

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“QPAM Exemption” is defined in Section 6.2(d).

“Rating Agencies” means S&P, Moody’s and Fitch, collectively, and Rating Agency means either S&P, Moody’s or Fitch.

“Real Estate” means all real property and related improvements at the time of determination then owned or leased (as lessee or sublessee) in whole or in part or operated by the Company or any of its Subsidiaries, or an Unconsolidated Affiliate of the Company.

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“Recourse Indebtedness” means as of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to the Company or any of its Subsidiaries.  Recourse Indebtedness shall not include Non-Recourse Indebtedness.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means at any time on or after the Closing, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Reset Date” is defined in Section 1.3.

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“SCA” means STORE Capital Acquisitions, LLC, a Delaware limited liability company.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Secured Debt” means with respect to the Company or any of its Subsidiaries as of any given date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien on assets of the Company or any of its Subsidiaries.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Debt” means all Indebtedness which is not expressed to be subordinate or junior in rank to any other Indebtedness.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of the Closing) of the Company; provided that each Subsidiary Guarantor shall be deemed to be a “Significant Subsidiary.”

“Single Asset Entity” means a bankruptcy remote, single purpose entity which is a Subsidiary of the Company, which owns real property and related assets which are security for

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Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).  In addition, if the assets of a Person that is a bankruptcy remote, single purpose entity which is a Subsidiary of the Company and which is not a Guarantor consist solely of (i) Equity Interests in one or more other Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes hereof.

“Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Source” is defined in Section 6.2.

“S&P” means Standard & Poor’s Ratings Group, and any successor thereto.

“State” means a state of the United States of America and the District of Columbia.

“SIC” means STORE Investment Corporation, a Delaware corporation.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantor” means each Subsidiary (including SCA) that has executed and delivered a Subsidiary Guaranty.

“Subsidiary Guaranty” is defined in Section 1.2.

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“Substitute Purchaser” is defined in Section 21.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Unconsolidated Affiliate” means in respect of the Company and its Subsidiaries, any Person in whom the Company or a Subsidiary holds an Investment, which Investment is accounted for in the financial statements of the Company and its Subsidiaries on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of the Company and its Subsidiaries on the consolidated financial statements of the Company and its Subsidiaries if such financial statements were prepared in accordance with the full consolidation method of GAAP as of such date.

“Unencumbered Assets” means all assets of Company and its Subsidiaries on a consolidated basis in accordance with GAAP (and for the avoidance of doubt, including, without limitation, Real Estate, notes, cash and cash equivalents, securities, rights under leases, mortgages or other contracts, other Investments and any other property) for which:

(a)        such assets (and the income therefrom and proceeds thereof) are not subject to any Liens securing Indebtedness for borrowed money (other than Indebtedness

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owing to a Note Party), and such assets are in good order and condition and are free of all title, survey and environmental defects that would have a material adverse effect on the operation of the applicable asset;

(b)        the Equity Interests of each Person that directly owns or ground leases an interest in such assets (the “Direct Owner”), and those of each Subsidiary of the Company that directly or indirectly owns any Equity Interests of each Direct Owner (each an “Indirect Owner”), are not junior in any manner to any other class of Equity Interests in such Person or subject to any Liens securing Indebtedness for borrowed money (other than Indebtedness owing to a Note Party); and

(c)        no Direct Owner or Indirect Owner of such assets shall have any Indebtedness for borrowed money (other than (i) the obligations under the Notes or a Subsidiary Guaranty, (ii) the “Obligations” under the Primary Credit Facility, (iii) obligations in respect of other unsecured Indebtedness permitted under this Agreement, (iv) obligations under Indebtedness owing to a Note Party and (v) other Secured Debt permitted hereunder so long as such Secured Debt is not in any manner secured by such assets) and shall not be subject to any proceedings under any Debtor Relief Law.

Notwithstanding the foregoing, (a) any Real Estate asset that is released from a Lien securing Non-Recourse Indebtedness and proposed to be included as an Unencumbered Asset shall not constitute an “Unencumbered Asset” prior to the first date after such release that it is 100% leased (under leases for which no payment or bankruptcy default is then continuing) to one or more third party tenants and (b) any asset shall not be deemed an “Unencumbered Asset” if any Direct Owner or Indirect Owner that, in either case, is not a Guarantor is obligated in respect of any outstanding Indebtedness for borrowed money that constitutes Recourse Indebtedness.  For the avoidance of doubt, “Unencumbered Assets” shall not include the Class B Master Funding Notes.

“Unencumbered NOI” means, for any calculation date, the aggregate net operating income as of such date for all Unencumbered Assets calculated as (a) annualized Cash Revenues on the Unencumbered Assets calculated as of the end of the most recent quarter minus (b) annualized property expenses (those expenses of the Company and its Subsidiaries related to the ownership, operation or maintenance of such Unencumbered Assets, including but not limited to, real estate taxes, assessments, insurance, utilities, maintenance, repair and landscaping expenses, marketing expenses and any property management fees) of such Unencumbered Assets calculated based on property expenses as of the most recent quarter and minus (c) annualized corporate general and administrative expenses of the Company and its Subsidiaries on a consolidated basis multiplied by a fraction, the numerator of which shall be Consolidated Total Adjusted Unencumbered Asset Value as of the calculation date and the denominator of which shall be Consolidated Total Adjusted Asset Value as of the calculation date.  For the purposes of this definition, Unencumbered NOI shall include the Equity Percentage of the Unencumbered NOI for the Unencumbered Assets of the Company’s or any of its Subsidiaries’ Unconsolidated Affiliates.

20

“Unencumbered Pool Documents” means originals of all documents, instruments, agreements, assignments and certificates, including without limitation, any and all loan or credit agreements, notes, allonges or endorsements, master loan agreements, mortgages, assignments of leases and rents, security agreements, pledge agreements, assignments of contracts, environmental indemnities, guaranties, mortgagee’s title insurance policies, opinions of counsel, evidences of authorization or incumbency, escrow instructions and UCC-1 financing statements, evidencing, securing or otherwise relating to the assets of the Company and its Subsidiaries and Unconsolidated Affiliates included in the calculation of Consolidated Total Adjusted Unencumbered Asset Value.

“Unsecured Debt” means Indebtedness of the Company and its Subsidiaries outstanding at any time which is not Secured Debt.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions” is defined in Section 5.16(a).

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

21

[FORM OF SERIES C NOTE]

STORE CAPITAL CORPORATION

4.73% SENIOR NOTE, SERIES C, DUE APRIL 28, 2026

No. [     ]	[Date]
$[       ]	PPN 862121 A#7

FOR VALUE RECEIVED, the undersigned, STORE CAPITAL CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [            ], or registered assigns, the principal sum of [                     ] DOLLARS (or so much thereof as shall not have been prepaid) on April 28, 2026 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.73% per annum, as may be adjusted per the hereinafter defined Note Purchase Agreement, from the date hereof, payable semiannually in arrears, on the 21st day of May and November in each year, commencing with May 21, 2016, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Citibank, N.A. in New York, New York, or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes, Series C (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of April 28, 2016 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement.  Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in

SCHEDULE 1
(to Note Purchase Agreement)

writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

STORE CAPITAL CORPORATION
By
	Name:
	Title:

1-2

FORM OF SUBSIDIARY GUARANTY

[see attached]

SCHEDULE 1.2
(to Note Purchase Agreement)

Execution Version

SUBSIDIARY GUARANTY AGREEMENT

Dated as of April 28, 2016

of

STORE CAPITAL ACQUISITIONS, LLC

relating to

$200,000,000 4.73% SENIOR NOTES, SERIES C, DUE APRIL 28, 2026

OF

STORE CAPITAL CORPORATION

TABLE OF CONTENTS

SECTION	HEADING	PAGE
SECTION 1.	GUARANTY	1
SECTION 2.	OBLIGATIONS ABSOLUTE	3
SECTION 3.	WAIVER	3
SECTION 4.	OBLIGATIONS UNIMPAIRED	4
SECTION 5.	SUBROGATION AND SUBORDINATION	4
SECTION 6.	REINSTATEMENT OF GUARANTY	5
SECTION 7.	RANK OF GUARANTY	6
SECTION 8.	ADDITIONAL COVENANTS OF THE GUARANTOR	6
SECTION 9.	REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR	6
Section 9.1.	Organization; Power and Authority	6
Section 9.2.	Authorization, Etc.	6
Section 9.3.	[Reserved]	6
Section 9.4.	Compliance with laws, Other Instruments, Etc.	6
Section 9.5.	Governmental Authorizations, Etc.	7
Section 9.6.	Information Regarding the Company	7
Section 9.7.	Solvency	7
SECTION 10.	[RESERVED]	7
SECTION 11.	TERM OF GUARANTY AGREEMENT	7
SECTION 12.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	8
SECTION 13.	AMENDMENT AND WAIVER	8
Section 13.1.	Requirements	8
Section 13.2.	Solicitation of Holders of Notes	8
Section 13.3.	Binding Effect	9
Section 13.4.	Notes held by Company, Etc.	9
SECTION 14.	NOTICES	9
SECTION 15.	MISCELLANEOUS	9
Section 15.1.	Successors and Assigns; Joinders	9

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Section 15.2.	Severability	10
Section 15.3.	Construction	10
Section 15.4.	Further Assurances	10
Section 15.5.	Governing Law	10
Section 15.6.	Jurisdiction and Process; Waiver of Jury Trial	10
Section 15.7.	[Reserved]	11
Section 15.8.	Reproduction of Documents; Execution	11

ii

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT, dated as of April 28, 2016 (this “Guaranty Agreement”), is made by STORE Capital Acquisitions, LLC, a Delaware limited liability company (the “Initial Guarantor” and, together with any other entities from time to time parties hereto pursuant to Section 15.1 hereof, each a “Guarantor” and, collectively, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

PRELIMINARY STATEMENTS:

I.STORE Capital Corporation, a Maryland corporation (the “Company”), is entering into a Note Purchase Agreement dated April 28, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Purchase Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”) simultaneously with the delivery of this Guaranty Agreement. Capitalized terms used herein have the meanings specified in the Note Purchase Agreement unless otherwise defined herein.

II.The Company has authorized the issuance of and proposes to issue and sell, pursuant to the Note Purchase Agreement, of $200,000,000 aggregate principal amount of the Company’s 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes”).  The Series C Notes and any other Notes that may from time to time be issued pursuant to the Note Purchase Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and each individually a “Note.”

III.It is a condition to the purchase by the Purchasers of the Notes under the Note Purchase Agreement that this Guaranty Agreement shall have been executed and delivered by the Initial Guarantor and shall be in full force and effect.

IV.Each Guarantor is a direct or indirect Subsidiary of the Company and will receive direct and indirect benefits from the financing arrangements contemplated by the Note Purchase Agreement. The governing body of each Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor.

NOW THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by each of the Purchasers, each Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

SECTION 1.GUARANTY.

Each Guarantor hereby irrevocably and unconditionally guarantees to each holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due

under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) any other sums which may become due under the terms and provisions of the Notes or the Note Purchase Agreement and (c) the performance of all other obligations of the Company under the Note Purchase Agreement, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”).  The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever.  In the event that the Company shall fail so to pay any of such Guaranteed Obligations when due, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement.  Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement.

Each Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement.

Each Guarantor hereby acknowledges and agrees that each Guarantor’s liability hereunder is joint and several with each other Guarantor and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and each Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations of such Guarantor to the Maximum Guaranteed Amount.  Such amendment shall not require the written consent of any Guarantor or any holder and shall be deemed to have been automatically consented to by each Guarantor and each holder.  Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor.  “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

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SECTION 2.OBLIGATIONS ABSOLUTE.

The obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes or the Note Purchase Agreement, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation:  (a) any amendment to, modification of, supplement to or restatement of the Notes or the Note Purchase Agreement (it being agreed that the obligations of each Guarantor hereunder shall apply to the Notes and the Note Purchase Agreement as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein in accordance with the Note Purchase Agreement, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes or the Note Purchase Agreement; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of any Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with such Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing) other than the indefeasible payment in full in cash of the Guaranteed Obligations, and in any event however material or prejudicial it may be to such Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise have.  Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

SECTION 3.WAIVER.

Each Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes or the Note Purchase Agreement, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or such Guarantor with respect to any Note, notice to the Company or to such Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Purchase Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of the Guarantor

3

or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder other than the indefeasible payment in full in cash of the Guaranteed Obligations.

SECTION 4.OBLIGATIONS UNIMPAIRED.

Each Guarantor authorizes the holders, without notice or demand to such Guarantor and without affecting its obligations hereunder, from time to time:  (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes or the Note Purchase Agreement; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes or the Note Purchase Agreement, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes or the Note Purchase Agreement, for the performance of this Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company and others; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder.  The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, any Guarantor or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Purchase Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

SECTION 5.SUBROGATION AND SUBORDINATION.

(a)Each Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)Each Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other Guarantor owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in

4

clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations.  If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(c)If any amount or other payment is made to or accepted by a Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(d)Each Guarantor acknowledges that it is a direct or indirect Subsidiary of the Company and will receive direct and indirect benefits from the financing arrangements contemplated by the Note Purchase Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

(e)Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations.  Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed.  Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of any Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

SECTION 6.REINSTATEMENT OF GUARANTY.

This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other Guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

5

SECTION 7.RANK OF GUARANTY.

Each Guarantor will ensure that its payment obligations under this Guaranty Agreement will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Guarantor now or hereafter existing.

SECTION 8.ADDITIONAL COVENANTS OF THE GUARANTORS.

So long as any Notes are outstanding or the Note Purchase Agreement shall remain in effect, each Guarantor agrees to comply with the covenants and agreements of the Note Purchase Agreement, insofar as such covenants and agreements apply to such Guarantor, as if such covenants and agreements were set forth herein in full.

SECTION 9.REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.

Each Guarantor represents and warrants to each holder as follows:

Section 9.1.Organization; Power and Authority. Such Guarantor is a corporation, limited liability company or other legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Such Guarantor has the corporate, limited liability company or other legal entity power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty Agreement and to perform the provisions hereof.

Section 9.2.Authorization, Etc.  This Guaranty Agreement has been duly authorized by all necessary corporate, limited liability company or other legal entity action on the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 9.3.[Reserved].

Section 9.4.Compliance with Laws, Other Instruments, Etc.  The execution, delivery and performance by such Guarantor of this Guaranty Agreement will not (i) (A) contravene, result in any breach of, or constitute a default under, or (B) result in the creation of any Lien in respect of, any property of such Guarantor or any of its Subsidiaries under, (x) any indenture, mortgage, deed of trust, loan, purchase agreement, credit agreement or lease, in any material respect, or (y) its corporate charter, by-laws, limited liability agreement or other governing document or any shareholders agreement to which it is subject or (z) any other agreement or instrument, in any material respect, to which such Guarantor or any Subsidiary of such Guarantor

6

is bound or by which such Guarantor or any Subsidiary of such Guarantor or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any Subsidiary of such Guarantor in any material respect or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any Subsidiary of such Guarantor in any material respect.

Section 9.5.Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty Agreement.

Section 9.6.Information Regarding the Company.  The Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company.  No holder shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders.  The Guarantor has executed and delivered this Guaranty Agreement without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 9.7.Solvency.  Assuming the limitation  of the Guaranteed Obligations to the Maximum Guaranteed Amount, upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

SECTION 10.[RESERVED].

SECTION 11.TERM OF GUARANTY AGREEMENT.

This Guaranty Agreement and all guarantees, covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6; provided, however, any Guarantor shall be released from its obligations hereunder if all requirements of Section 9.7(b) of the Note Purchase Agreement are met.

7

SECTION 12.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other instrument delivered by or on behalf of any Guarantor pursuant to this Guaranty Agreement shall be deemed representations and warranties of such Guarantor under this Guaranty Agreement.  Subject to the preceding sentence, this Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantor and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 13.AMENDMENT AND WAIVER.

Section 13.1.       Requirements.  Except as otherwise provided in the fourth paragraph of Section 1 of this Guaranty Agreement, this Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that no amendment or waiver which results in the limitation of the liability of any Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 or in Section 11 of this Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing.

Section 13.2.       Solicitation of Holders of Notes.

(a)       Solicitation.  Each Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof.  Each Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)       Payment.  Each Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

(c)       Consent in Contemplation of Transfer.  Any consent made pursuant to this Section 13 by a holder that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate (including the Guarantor) of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted

8

or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 13.3.       Binding Effect.  Any amendment or waiver consented to as provided in this Section 13 applies equally to all holders and is binding upon them and upon each future holder and upon each Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon.  No course of dealing between any Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder.  As used herein, the term “this Guaranty Agreement” and references thereto shall mean this Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time.

Section 13.4.       Notes Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

SECTION 14.NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

(a)        if to a Guarantor, to in care of the Company at the Company’s address set forth in the Note Purchase Agreement, or such other address as such Guarantor shall have specified to the holders in writing, or

(b)        if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Purchase Agreement, or such other address as such holder shall have specified to the Guarantors in writing.

SECTION 15.MISCELLANEOUS.

Section 15.1.       Successors and Assigns; Joinder.  All covenants and other agreements contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not.

It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit A attached hereto and

9

delivering the same to the Holders.  Any such Person shall thereafter be a “Guarantor” for all purposes under this Guaranty Agreement.

Section 15.2.       Severability.  Any provision of this Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.3.       Construction.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant.  Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

The section and subsection headings in this Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof.  All references herein to numbered sections, unless otherwise indicated, are to sections of this Guaranty Agreement.  Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

Section 15.4.       Further Assurances.  The Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guaranty Agreement.

Section 15.5.       Governing Law.  This Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

Section 15.6.       Jurisdiction and Process; Waiver of Jury Trial.  (a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement.  To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)       Each Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 14 or at such other address of which such holder shall then have been notified pursuant to Section 14.  The

10

Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)            Nothing in this Section 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)       EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Section 15.7.       [Reserved].

Section 15.8.       Reproduction of Documents; Execution.  This Guaranty Agreement may be reproduced by any holder by any photographic, photostatic, electronic, digital, or other similar process and such holder may destroy any original document so reproduced.  Each Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 15.8 shall not prohibit any Guarantor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.  A facsimile or electronic transmission of the signature page of a Guarantor shall be as effective as delivery of a manually executed counterpart hereof and shall be admissible into evidence for all purposes.

11

IN WITNESS WHEREOF, the Initial Guarantor has caused this Guaranty Agreement to be duly executed and delivered as of the date and year first above written.

STORE Capital Acquisitions, LLC, a Delaware limited liability company
By:	/s/ Michael T. Bennett
	Name:	Michael T. Bennett
	Title:	Executive Vice President General Counsel

12

EXHIBIT A

FORM OF GUARANTOR SUPPLEMENT

THIS GUARANTOR SUPPLEMENT (the “Guarantor Supplement”), dated as of [          , 20  ] is made by [          ], a [            ] (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Purchase Agreement described below:

PRELIMINARY STATEMENTS:

I.       Pursuant to the Note Purchase Agreement dated as of April 28, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Purchase Agreement”), by and among STORE Capital Corporation, a Maryland corporation (the “Company”), and the Persons listed on the signature pages thereto (the “Purchasers”), the Company has issued and sold $200,000,000 aggregate principal amount of the Company’s 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes”) (the “Notes” and individually a “Note”).

II.       The Company is required pursuant to the Note Purchase Agreement to cause the Additional Guarantor to deliver this Guarantor Supplement in order to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guaranty Agreement dated as of April 28, 2016 executed by STORE Capital Acquisitions, LLC (together with the Additional Guarantor and each other entity that from time to time becomes a party thereto by executing a Guarantor Supplement pursuant to Section 15.1 thereof, collectively, the “Guarantors”) in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”).

III.      The Additional Guarantor in a direct or indirect Subsidiary of the Company and has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms and conditions of the Note Purchase Agreement and the Notes issued thereunder.

IV.       Capitalized terms used and not otherwise defined herein have the definitions set forth in the Note Purchase Agreement.

Now Therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Purchase Agreement and the Notes and to enable the Company to comply with the terms of the Note Purchase Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders as follows:

The Additional Guarantor hereby becomes a Guarantor (as defined in the Guaranty Agreement) for all purposes of the Guaranty Agreement.  Without limiting the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantors under the Guaranty Agreement, guarantees to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance of all Guaranteed

Obligations (as defined in Section 1 of the Guaranty Agreement) in the same manner and to the same extent as is provided in the Guaranty Agreement, (b) accepts and agrees to perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Guaranty Agreement, (d) agrees to perform and observe the covenants contained in Section 8 of the Guaranty Agreement, (e) makes the representations and warranties set forth in Section 9 of the Guaranty Agreement as of the date hereof and (f) waives the rights, submits to jurisdiction, and waives service of process as described in Section 15.6 of the Guaranty Agreement.

Notice of acceptance of this Guarantor Supplement and of the Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor.

The address for notices and other communications to be delivered to the Additional Guarantor shall be made pursuant to Section 15 of the Guaranty Agreement or as set forth below.

This Guarantor Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

[Add other relevant provisions as necessary.]

IN WITNESS WHEREOF, the Additional Guarantor has caused this Guarantor Supplement to be duly executed and delivered as of the date and year first above written.

[NAME OF GUARANTOR]
By:
	Name:
	Title:
Notice Address for such Guarantor

2

FORM OF OPINIONS OF SPECIAL COUNSEL
TO THE NOTE PARTIES

Schedule 4.4(a)(x)

Matters To Be Covered in
Opinion of Latham & Watkins LLP

1.       The Subsidiary Guarantor is a corporation under the DGCL with corporate power and authority to enter into the Note Documents and perform its obligations thereunder.  With your consent, based solely on certificates from public officials, we confirm that the Subsidiary Guarantor is validly existing and in good standing under the laws of the State of Delaware.

2.       The execution, delivery and performance of the Note Documents by the Subsidiary Guarantor have been duly authorized by all necessary corporate action of the Subsidiary Guarantor and the Note Documents have been duly executed and delivered by the Subsidiary Guarantor.

3.       Each of the Note Documents constitutes a legally valid and binding obligation of each Note Party that is a party thereto, enforceable against such Note Party in accordance with its terms.

4.       The execution and delivery of the Note Documents by the Note Parties party thereto, the issuance of the Notes, and granting of guarantees pursuant to the Note Documents by the relevant Note Party, do not on the date hereof:

(i)         in the case of the Subsidiary Guarantor, violate its certificate of formation or limited liability company agreement;

(ii)        violate any federal or New York statute, rule, or regulation applicable to any Note Party (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System, assuming the Company complies with the provisions of the Note Documents relating to the use of proceeds), or in the case or the Subsidiary Guarantor, the DGCL; or

(ii)        require any consents, approvals, or authorizations to be obtained by any Note Party from, or any registrations, declarations or filings to be made by any Note Party with, any governmental authority under any federal or New York statute, rule or regulation applicable to any Note Party, or in the case of the Subsidiary Guarantor, the DGCL, on or prior to the date hereof that have not been obtained or made.

5.       No Note Party is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SCHEDULE 4.4(a)(x)
(to Note Purchase Agreement)

6.       The Notes and the Subsidiary Guaranty not requiring registration under the Securities Act of 1933, as amended; no need to qualify an indenture under the Trust Indenture Act of 1939, as amended.

2

SCHEDULE 4.4(a)(y)

MATTERS TO BE COVERED IN
OPINION OF VENABLE LLP

1.       The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.       The Company has the corporate power to execute and deliver the Note Documents to which it is a party and to perform its obligations thereunder.

3.       The execution and delivery by the Company of the Note Documents to which it is a party, and the performance by the Company of its respective obligations thereunder, have been duly authorized by all necessary corporate action and all necessary limited partnership action on the part of the Company.

4.       The Company has duly executed and, to the extent Maryland law is applicable, delivered each of the Note Documents to which it is a party.

5.       The execution and delivery by the Company of the Note Documents to which it is a party do not, and the performance by the Company of its respective obligations thereunder will not, (a) conflict with the Charter or the Bylaws or (b) violate any Maryland law, rule or regulation applicable to the Company.

6.       No approval, authorization, consent or order of, or filing with, any Maryland governmental authority having jurisdiction over the Company is required in connection with the execution and delivery by the Company of the Note Documents to which it is a party or the performance by the Company of its respective obligations thereunder, other than those which have been obtained or waived.

SCHEDULE 4.4(a)(y)
(to Note Purchase Agreement)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

[To Be Provided on a Case by Case Basis]

SCHEDULE 4.4(b)
(to Note Purchase Agreement)

DISCLOSURE MATERIALS

·Confidential Private Placement Memorandum dated September 2015

SCHEDULE 5.3
(to Note Purchase Agreement)

SUBSIDIARIES OF STORE CAPITAL CORPORATION

SUBSIDIARY NAME	JURISDICTION OF  FORMATION OR  INCORPORATION	COMPANY’S DIRECT  OR INDIRECT  OWNERSHIP  INTEREST	RESTRICTIONS ON ABILITY TO PAY DIVIDENDS  (OTHER THAN  LIMITATIONS IMPOSED BY NON- RECOURSE DEBT  AGREEMENTS)
STORE Capital Advisors, LLC	Arizona	100%	None
STORE Capital Acquisitions, LLC	Delaware	100%	None
STORE Investment Corporation	Delaware	100%	None
STORE Master Funding I, LLC	Delaware	100%	None
STORE Master Funding II, LLC	Delaware	100%	None
STORE Master Funding III, LLC	Delaware	100%	None
STORE Master Funding IV, LLC	Delaware	100%	None
STORE Master Funding V, LLC	Delaware	100%	None
STORE Master Funding VI, LLC	Delaware	100%	None
STORE Master Funding VII, LLC	Delaware	100%	None
STORE Master Funding VIII, LLC	Delaware	100%	None
STORE SPE Warehouse Funding, LLC	Delaware	100%	None
STORE SPE 1200 Lincoln, LLC	Delaware	100%	None
STORE SPE Applebee’s 2013-1, LLC	Delaware	100%	None
STORE SPE Ashley CA, LLC	Delaware	100%	None
STORE SPE Austin 2013-6, LLC	Delaware	100%	None
STORE SPE Belle, LLC	Delaware	100%	None
STORE SPE Berry 2014-4, LLC	Delaware	100%	None
STORE SPE Byron 2013-3, LLC	Delaware	100%	None
STORE SPE Cicero 2013-4, LLC	Delaware	100%	None
STORE SPE Columbia, LLC	Delaware	100%	None
STORE SPE Corinthian, LLC	Delaware	100%	None
STORE SPE Jackson 2015-1, LLC	Delaware	100%	None
STORE SPE Kitchener Holding ULC	Ontario, Canada	100%	None
STORE SPE LA Fitness 2013-7, LLC	Delaware	100%	None
STORE SPE Live Oak 2013-5, LLC	Delaware	100%	None
STORE SPE O’Charley’s, LLC	Delaware	100%	None
STORE SPE Parker 2014-3, LLC	Delaware	100%	None
STORE SPE Perth Amboy 2014-1, LLC	Delaware	100%	None
STORE SPE Securities Holding, LLC	Delaware	100%	None
STORE SPE Starplex, LLC	Delaware	100%	None
STORE SPE State College 2013-8, LLC	Delaware	100%	None

SCHEDULE 5.4
(to Note Purchase Agreement)

SUBSIDIARY NAME	JURISDICTION OF  FORMATION OR  INCORPORATION	COMPANY’S DIRECT  OR INDIRECT  OWNERSHIP  INTEREST	RESTRICTIONS ON ABILITY TO PAY DIVIDENDS  (OTHER THAN  LIMITATIONS IMPOSED BY NON- RECOURSE DEBT  AGREEMENTS)
STORE SPE St. Augustine 2013-2, LLC	Delaware	100%	None
STORE SPE Sunrise, LLC	Delaware	100%	None
STORE SPE Visalia, LLC	Delaware	100%	None
STORE Master Funding IX, LLC	Delaware	100%	None
STORE Master Funding X, LLC	Delaware	100%	None
STORE Master Funding XI, LLC	Delaware	100%	None
STORE Master Funding XII, LLC	Delaware	100%	None
STORE SPE Mills Fleet 2016-1, LLC	Delaware	100%	None

5.4-2

COMPANY’S DIRECTORS AND SENIOR OFFICERS

DIRECTORS:

1.	Morton H. Fleischer, Independent Director, Chairman of the Board
2.	Christopher H. Volk, President & Chief Executive Officer and Director
3.	Joseph M. Donovan, Independent Director
4.	William F. Hipp, Independent Director
5.	Einar A. Seadler, Independent Director
6.	Rajath Shourie, Oaktree Director
7.	Derek Smith, Oaktree Director
8.	Quentin P. Smith Jr., Independent Director

EXECUTIVE OFFICERS:

1.	Christopher H. Volk	President, Chief Executive Officer, Assistant Secretary and Assistant Treasurer
2.	Catherine Long	Chief Financial Officer, Executive Vice President, Treasurer and Assistant Secretary
3.	Mary Fedewa	Executive Vice President - Acquisitions, Assistant Secretary and Assistant Treasurer
4.	Michael J. Zieg	Executive Vice President - Portfolio Management, Assistant Secretary and Assistant Treasurer
5.	Michael T. Bennett	Executive Vice President — General Counsel, Chief Compliance Officer, Secretary and Assistant Treasurer
6.	Christopher Burbach	Executive Vice President — Underwriting

5.4-3

FINANCIAL STATEMENTS

·Audited financial statements for the fiscal year ended December 31, 2015 - filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015

SCHEDULE 5.5

(to Note Purchase Agreement)

STORE CAPITAL CORPORATION

INDEBTEDNESS LISTING

AS OF DECEMBER 31, 2015

STORE Capital Corporation

Indebtedness Listing

As of December 31, 2015

														Gross Investment
														Amount of
	Original Principal						Contractual			Extension				Collateral at
Reporting Entity	Balance of Loan		Ending Principal Balance		Lender - Primary	Debt Type	Maturity Date	Ending Interest Rate		Option		Guarantee Type		12/31/2015
STORE SPE Visalia, LLC	(4,000,000.00	)	(3,208,308.63	)	Wells Fargo Bank, National Association	Mortgage Loan	01-Sep-2016	6.3300	%	No		Recourse Carve Outs		6,310,000.00
STORE SPE Live Oak 2013-5, LLC	(3,800,000.00	)	(3,453,983.06	)	Barclays Capital Real Estate Finance Inc.	Mortgage Loan	01-Oct-2016	6.4700	%	No		Recourse Carve Outs		5,948,080.00
STORE SPE CICERO 2013-4, LLC	(7,088,000.00	)	(6,568,985.33	)	Barclays Capital Real Estate, Inc.	Mortgage Loan	01-May-2017	6.0000	%	No		Recourse Carve Outs		8,946,115.92
STORE SPE Parker 2014-3, LLC	(4,400,000.00	)	(3,700,049.33	)	JPMorgan Chase Bank, N.A.	Mortgage Loan	01-Sep-2017	6.7665	%	No		Recourse Carve Outs		6,550,164.78
STORE SPE Austin 2013-6, LLC	(8,000,000.00	)	(7,241,948.65	)	First State Bank Central Texas	Mortgage Loan	05-Jan-2018	4.7758	%	No		Recourse Carve Outs	(A)	10,040,663.30
STORE SPE O’CHARLEY’S, LLC	(21,530,000.00	)	(18,850,762.00	)	Wells Fargo Bank, National Association	Mortgage Loan	05-Jan-2019	3.6600	%(B)	No		Recourse Carve Outs		31,730,954.48
STORE SPE Sunrise, LLC	(6,500,000.00	)	(6,057,083.05	)	Alliance Bank of Arizona	Mortgage Loan	20-Dec-2019	4.8050	%	No		Recourse Carve Outs		10,062,173.30
STORE SPE Byron 2013-3, LLC	(2,956,250.00	)	(2,744,433.26	)	Union Bank and Trust Company	Mortgage Loan	01-Jun-2020	3.243	%(C)	No		Recourse Carve Outs		6,314,441.00
STORE SPE LA Fitness 2013-7, LLC	(16,100,000.00	)	(15,515,855.62	)	KeyBank National Association	Mortgage Loan	05-Mar-2021	4.8300	%	No		Recourse Carve Outs		26,445,630.65
STORE SPE Corinthian, LLC	(13,000,000.00	)	(12,038,254.71	)	German American Capital Corporation	Mortgage Loan	06-May-2022	5.1950	%	No		Recourse Carve Outs		20,358,142.71
STORE SPE Belle, LLC	(14,950,000.00	)	(13,507,282.56	)	Wells Fargo Bank, National Association	Mortgage Loan	01-Aug-2022	4.9500	%	No		Recourse Carve Outs		21,987,464.81
STORE SPE Starplex, LLC	(26,000,000.00	)	(24,228,511.89	)	German American Capital Corporation	Mortgage Loan	06-Sep-2022	5.0500	%	No		Recourse Carve Outs		40,030,562.23
STORE SPE Ashley CA, LLC	(6,400,000.00	)	(5,979,876.70	)	UBS REAL ESTATE SECURITIES INC.	Mortgage Loan	06-Dec-2022	4.7070	%	No		Recourse Carve Outs		10,727,809.77
STORE SPE 1200 Lincoln, LLC	(7,750,000.00	)	(7,294,870.74	)	PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC	Mortgage Loan	05-Mar-2023	4.8100	%	Yes	(D)	Recourse Carve Outs		14,126,266.00
STORE SPE Columbia, LLC	(11,895,000.00	)	(11,210,166.64	)	UBS REAL ESTATE SECURITIES INC.	Mortgage Loan	06-Apr-2023	4.7315	%	No		Recourse Carve Outs		18,920,000.00
STORE SPE St Augustine 2013-2, LLC	(17,500,000.00	)	(16,744,317.01	)	RMF Commercial, LLC	Mortgage Loan	06-Sep-2023	5.4600	%	No		Recourse Carve Outs		29,835,000.00
STORE SPE State College 2013-8, LLC	(10,075,000.00	)	(9,840,731.81	)	Rialto Mortgage Finance, LLC	Mortgage Loan	06-Apr-2024	5.1000	%	No		Recourse Carve Outs		15,900,148.73
STORE SPE Perth Amboy 2014-1, LLC(E)	(21,125,000.00	)	(21,125,000.00	)	Cantor Commercial Real Estate Lending, L.P.	Mortgage Loan	06-Aug-2025	4.3600	%	No		Recourse Carve Outs		32,823,000.00
STORE SPE Applebees 2013-1, LLC	(1,703,000.00	)	(1,595,027.26	)	Standard Insurance Company	Mortgage Loan	01-Apr-2038	4.5000	%	No		Recourse Carve Outs
STORE SPE Applebees 2013-1, LLC	(1,189,000.00	)	(1,113,614.51	)	Standard Insurance Company	Mortgage Loan	01-Apr-2038	4.5000	%	No		Recourse Carve Outs
STORE SPE Applebees 2013-1, LLC	(1,385,000.00	)	(1,297,168.61	)	Standard Insurance Company	Mortgage Loan	01-Apr-2038	4.5000	%	No		Recourse Carve Outs		11,104,178.38
STORE SPE Applebees 2013-1, LLC	(1,380,000.00	)	(1,292,492.90	)	Standard Insurance Company	Mortgage Loan	01-Apr-2038	4.5000	%	No		Recourse Carve Outs
STORE SPE Applebees 2013-1, LLC	(1,287,000.00	)	(1,205,391.57	)	Standard Insurance Company	Mortgage Loan	01-Apr-2038	4.5000	%	No		Recourse Carve Outs
Total Discrete			(195,814,115.84	)
STORE Master Funding I, LLC	(214,500,000.00	)	(204,218,000.00	)	STORE Master Funding	Private Placement Note	20-Aug-2019	5.7700	%	No		Non Recourse
STORE Master Funding II, LLC	(150,000,000.00	)	(143,361,310.00	)	STORE Master Funding	Private Placement Note	20-Mar-2020	4.1600	%	No		Non Recourse
STORE Master Funding II, LLC	(102,000,000.00	)	(97,485,690.00	)	STORE Master Funding	Private Placement Note	20-Mar-2023	4.6500	%	No		Non Recourse
STORE Master Funding III, LLC	(107,000,000.00	)	(103,045,720.00	)	STORE Master Funding	Private Placement Note	20-Jul-2020	4.3700	%	No		Non Recourse
STORE Master Funding III, LLC	(97,000,000.00	)	(93,415,279.00	)	STORE Master Funding	Private Placement Note	20-Jul-2023	5.3300	%	No		Non Recourse
STORE Master Funding IV, LLC	(77,000,000.00	)	(74,567,587.00	)	STORE Master Funding	Private Placement Note	20-Nov-2020	4.2400	%	No		Non Recourse		2,089,002,627.19
STORE Master Funding IV, LLC	(100,000,000.00	)	(96,841,023.00	)	STORE Master Funding	Private Placement Note	20-Nov-2023	5.2100	%	No		Non Recourse
STORE Master Funding V, LLC	(120,000,000.00	)	(119,050,000.00	)	STORE Master Funding	Private Placement Note	20-Apr-2021	4.2100	%	No		Non Recourse
STORE Master Funding V, LLC	(140,000,000.00	)	(138,891,666.67	)	STORE Master Funding	Private Placement Note	20-Apr-2024	5.0000	%	No		Non Recourse
STORE Master Funding VI, LLC	(95,000,000.00	)	(94,683,334.00	)	STORE Master Funding	Private Placement Note	20-Apr-2022	3.7500	%	No		Non Recourse
STORE Master Funding VI, LLC	(270,000,000.00	)	(269,100,000.00	)	STORE Master Funding	Private Placement Note	20-Apr-2025	4.1700	%	No		Non Recourse
Total Master Funding			(1,434,659,609.67	)
Key Bank- Unsecured Revolver(F)			—		KeyBank National Association	Revolver	22-Sep-2019	1.55% + LIBOR	(F)	Yes		Full Recourse
Key Bank- Unsecured Revolver (Swingline)(F)			—		KeyBank National Association	Revolver	19-Sep-2017	0.0000	%	Yes		Full Recourse		1,562,778,879.33
Total Revolver			—
STORE - Senior Unsecured Notes	(75,000,000.00	)	(75,000,000.00	)	Various	Senior Note	21-Nov-2022	4.9500	%			Non Recourse
STORE - Senior Unsecured Notes	(100,000,000.00	)	(100,000,000.00	)	Various	Senior Note	21-Nov-2024	5.2400	%			Non Recourse
Total Senior Unsecured Notes			(175,000,000.00	)
Grand Total			(1,805,473,725.51	)

(A)The loan documents provide that this is a recourse loan but that the original borrower (Trails Cinema - STORE’s tenant) is not released as an obligor and remains jointly and severally liable with STORE SPE Austin for the obligations under the loan.  STORE SPE Austin, Trails Cinema and First State Bank entered into a Tri-Party Agreement whereby Trails Cinema has the right to buy the property back and take over the loan in its entirety in the event the lender declares a default under the loan.

(B)Note is a variable rate note which resets monthly at 1-month LIBOR plus 3.50%.  The Company has entered into two interest rate swap agreements that effectively convert the floating rate on $12.4 million portion and a $6.5 million portion of this mortgage note payable to fixed rates of 5.299% and 5.230% with a blended rate at 5.275%. Rate shown is rate in effect as of December 31, 2015 without the interest rate hedge.

(C)Note is a variable-rate note which resets monthly at 1-month LIBOR plus 3.00%.  Rate shown is the rate in effect as of December 31, 2015.

(D)Note is reported at Anticipated Repayment Date. The Stated Maturity Date is 3/5/2038. Extension option as “Yes” represents extension from Anticipated Repayment Date to Stated Maturity Date.

(E)Note refinanced with Cantor Commercial Real Estate on July 30, 2015 in the amount of $21,125,000. Initial two-year period ending August 6, 2017 is interest only and on each payment date thereafter, aconstant monthly payment until maturity.

(F)$400 million unsecured, revolving credit facility which has been syndicated to additional banks as lenders under the facility. Facility has an accordion feature up to $800 million under certain circumstances.  Borrowings on this facility require monthly payments of interest based on a leverage-based spread, ranging from 1.35% to 2.15%, plus 1-month LIBOR.

SCHEDULE 5.15

(to Note Purchase Agreement)

EXISTING LIENS

None

SCHEDULE 10.5(xii)

(to Note Purchase Agreement

STORE CAPITAL CORPORATION

INFORMATION RELATING TO PURCHASERS

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CATHOLIC FINANCIAL LIFE c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$500,000

The Notes being purchased for Catholic Financial Life should be registered in the nominee name of “US Bank FBO Catholic Financial Life”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Catholic Financial Life

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 39-0201015

SCHEDULE B
(to Note Purchase Agreement)

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CATHOLIC UNITED FINANCIAL c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$500,000

The Notes being purchased for Catholic United Financial should be registered in the name of “Wells Fargo Bank N.A. FBO Catholic United Financial”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Catholic United Financial

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 41-0182070

B-2

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CINCINNATI INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$3,000,000

The Notes being purchased for Cincinnati Insurance Company should be registered in the name of “Cincinnati Insurance Company”. The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Cincinnati Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 31-0542366

B-3

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CINCINNATI LIFE INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$3,000,000

The Notes being purchased for Cincinnati Life Insurance Company should be registered in the name of “Cincinnati Life Insurance Company”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Cincinnati Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 31-1213778

B-4

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101		$3,000,000

The Notes being purchased for Farm Bureau Life Insurance Company of Michigan should be registered in the name of “Farm Bureau Life Insurance Company of Michigan”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Farm Bureau Life Insurance Company of Michigan

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 38-6056370

B-5

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
GLEANER LIFE INSURANCE SOCIETY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$1,000,000

The Notes being purchased for Gleaner Life Insurance Society should be registered in the name of “Wells Fargo Bank N.A. FBO Gleaner Life Insurance Society”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Gleaner Life Insurance Society

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 38-0580730

B-6

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
GREAT WESTERN INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$1,000,000

The Notes being purchased for Great Western Insurance Company should be registered in the nominee name of “Wells Fargo Bank N.A. FBO Great Western Insurance Company”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Great Western Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 87-0395954

B-7

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
MINNESOTA LIFE INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$5,500,000

The Notes being purchased on behalf of Minnesota Life Insurance Company should be registered in the name of “Minnesota Life Insurance Company”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Minnesota Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, Minnesota  55101

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 41-0417830

B-8

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
NEW ERA LIFE INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$500,000

The Notes being purchased for New Era Life Insurance Company should be registered in the nominee name of “Band & Co.”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

New Era Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 74-2552025

B-9

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
TRUSTMARK INSURANCE COMPANY c/o Advantus Capital Management, Inc. 400 Robert Street North St. Paul, MN 55101	$2,000,000

The Notes being purchased for Trustmark Insurance Company should be registered in the nominee name of “ELL & Co.”.  The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.

All notices and statements should be sent electronically via Email to: privateplacements@advantuscapital.com.  If Email is unavailable or if the Email is returned for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following address:

Trustmark Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN  55101

Attn:  Client Administrator

All payments on account of the Notes shall be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel prior to Closing.  If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com

Tax ID # 36-0792925

B-10

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
AMERICAN FAMILY LIFE INSURANCE COMPANY 6000 American Parkway Madison, Wisconsin 53783-0001 Attention: Investment Division-Private Placements dvoge@amfam.com	$2,250,000

Name of Nominee in which Notes are to be issued:  BAND & CO.

Payments

All payments on or in respect of the Notes to be by Federal Funds Wire Transfer to:

Accompanying Information:

Name of Issuer: STORE Capital Corporation

Description of Security: 4.73% Senior Notes, Series C, due April 28, 2026

PPN:  862121 A#7

Due date and application (as among principal, premium and interest) of the payment being made

Notices Related to Payments:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

All Other Notices:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

B-11

Notices Regarding Audit Confirmations:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Private Placements

dvoge@amfam.com

Name of Nominee in which Notes are to be issued:  BAND & CO.

Taxpayer I.D. Number:  39-6039160

Physical Delivery:

with a copy to:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

B-12

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
AMERICAN FAMILY LIFE INSURANCE COMPANY 6000 American Parkway Madison, Wisconsin 53783-0001 Attention: Investment Division-Private Placements dvoge@amfam.com	$600,000

Name of Nominee in which Notes are to be issued:  BAND & CO.

Payments

All payments on or in respect of the Notes to be by Federal Funds Wire Transfer to:

Accompanying Information:

Name of Issuer: STORE Capital Corporation

Description of Security: 4.73% Senior Notes, Series C, due April 28, 2026

PPN:  862121 A#7

Due date and application (as among principal, premium and interest) of the payment being made

Notices Related to Payments:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

All Other Notices:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

B-13

Notices Regarding Audit Confirmations:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Private Placements

dvoge@amfam.com

Name of Nominee in which Notes are to be issued:  BAND & CO.

Taxpayer I.D. Number:  39-6039160

Physical Delivery:

with a copy to:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

B-14

NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT
OF NOTES
TO BE PURCHASED

AMERICAN FAMILY LIFE INSURANCE COMPANY	$150,000
6000 American Parkway
Madison, Wisconsin 53783-0001
Attention:  Investment Division-Private Placements
dvoge@amfam.com

Name of Nominee in which Notes are to be issued:  BAND & CO.

Payments

All payments on or in respect of the Notes to be by Federal Funds Wire Transfer to:

Accompanying Information:

Name of Issuer: STORE Capital Corporation

Description of Security: 4.73% Senior Notes, Series C, due April 28, 2026

PPN:  862121 A#7

Due date and application (as among principal, premium and interest) of the payment

being made

Notices Related to Payments:
	American Family Life Insurance Company
	6000 American Parkway
	Madison, Wisconsin 53783-0001
	Attention: Investment Division-Private Placements
	dvoge@amfam.com
All Other Notices:
	American Family Life Insurance Company
	6000 American Parkway
	Madison, Wisconsin 53783-0001
	Attention: Investment Division-Private Placements
	dvoge@amfam.com

B-15

Notices Regarding Audit Confirmations:
	American Family Life Insurance Company
	6000 American Parkway
	Madison, Wisconsin 53783-0001
	Attention:  Private Placements
	dvoge@amfam.com

Name of Nominee in which Notes are to be issued:  BAND & CO.

Taxpayer I.D. Number:  39-6039160

Physical Delivery:

with a copy to:

American Family Life Insurance Company

6000 American Parkway

Madison, Wisconsin 53783-0001

Attention:  Investment Division-Private Placements

dvoge@amfam.com

B-16

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
ATHENE ANNUITY AND LIFE COMPANY		$5,000,000

Name in which to register  Note(s)	GERLACH & CO F/B/O ATHENE ANNUITY AND LIFE  COMPANY
Payment on Account of Note Method Wiring Instructions	Federal Funds Wire Transfer Reference:  Please reference the Name of Company, Description of Security, PPN, Due Date and Application (as among principal, make-whole and interest) of the payment being made.
Address for all Notices, including Financials, Compliance and Requests	PREFERRED REMITTANCE:  privateplacements@atheneLP.com Athene Annuity and Life Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 7700 Mills Civic Parkway West Des Moines, IA  50266
Instructions for Delivery of Notes
Tax Identification Number	42-0175020 (Athene Annuity and Life Company)

B-17

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
ATHENE ANNUITY AND LIFE COMPANY		$5,000,000

Name in which to register Note(s)	GERLACH & CO F/B/O ATHENE ANNUITY AND LIFE COMPANY
Payment on Account of Note Method Wiring Instructions	Federal Funds Wire Transfer Reference:  Please reference the Name of Company, Description of Security, PPN, Due Date and Application (as among principal, make-whole and interest) of the payment being made.
Address for all Notices, including Financials, Compliance and Requests	PREFERRED REMITTANCE: privateplacements@atheneLP.com Athene Annuity and Life Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 7700 Mills Civic Parkway West Des Moines, IA  50266
Instructions for Delivery of Notes
Tax Identification Number	42-0175020 (Athene Annuity and Life Company)

B-18

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
ATHENE ANNUITY & LIFE ASSURANCE COMPANY		$10,000,000

Name in which to register Note(s)	GERLACH & CO F/B/O ATHENE ANNUITY & LIFE ASSURANCE COMPANY
Payment on Account of Note Method Wiring Instructions	Federal Funds Wire Transfer Reference:  Please reference the Name of Company, Description of Security, PPN, Due Date and Application (as among principal, make-whole and interest) of the payment being made.
Address for all Notices, including Financials, Compliance and Requests	PREFERRED REMITTANCE:  privateplacements@athenelp.com Athene Annuity & Life Assurance Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 7700 Mills Civic Parkway West Des Moines, IA  50266
Instructions for Delivery of Notes
Tax Identification Number	44-0188050 (Athene Annuity & Life Assurance Company)

B-19

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY		$5,000,000

Name in which to register Note(s)	TILLERSHIP & CO. F/B/O AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
Payment on Account of Note Method Wiring Instructions	Federal Funds Wire Transfer Reference:  Please reference the Name of Company, Description of Security, PPN, Due Date and Application (as among principal, make-whole and interest) of the payment being made.
Address for all Notices, including Financials, Compliance and Requests	PREFERRED REMITTANCE:  privateplacements@athenelp.com American Equity Investment Life Insurance Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 7700 Mills Civic Parkway West Des Moines, IA  50266
Instructions for Delivery of Notes
Tax Identification Number	42-1153896 (American Equity Investment Life Insurance Company)

B-20

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
ATHENE ANNUITY & LIFE ASSURANCE COMPANY		$2,000,000

Name in which to register Note(s)	GERLACH & CO F/B/O ATHENE ANNUITY & LIFE ASSURANCE COMPANY
Payment on Account of Note Method Wiring Instructions	Federal Funds Wire Transfer Reference:  Please reference the Name of Company, Description of Security, PPN, Due Date and Application (as among principal, make-whole and interest) of the payment being made.
Address for all Notices, including Financials, Compliance and Requests	PREFERRED REMITTANCE:  privateplacements@athenelp.com Athene Annuity & Life Assurance Company c/o Athene Asset Management L.P. Attn: Private Fixed Income 7700 Mills Civic Parkway West Des Moines, IA  50266
Instructions for Delivery of Notes
Tax Identification Number	44-0188050 (Athene Annuity & Life Assurance Company)

B-21

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
INTEGRITY LIFE INSURANCE COMPANY c/o Fort Washington Investment Advisors Suite 1200 - Private Placements 303 Broadway Cincinnati, OH 45202		$5,000,000

Payments

Please contact invacctg@wslife.com to securely obtain wire transfer instructions for Integrity Life Insurance Company.  All payments on account of Notes help by Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the interest and/or redemption (as applicable) and the identity of the security as to which payment is being made.

Notices

All notices with respect to payments, wire transfers and audit confirmations, to be addressed:

Integrity Life Insurance Company

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

All other notices and communications to be addressed as first provided above, with a copy sent electronically to: privateplacements@fortwashington.com.

Name of Nominee in which Notes are to be issued:  Hare & Co LLC

Taxpayer I.D. Number for Hare & Co LLC:  13-6062616

Physical Delivery of Note:

B-22

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE LAFAYETTE LIFE INSURANCE COMPANY		$5,000,000
c/o Fort Washington Investment Advisors
Suite 1200 - Private Placements
303 Broadway
Cincinnati, OH 45202

Payments

Please contact invacctg@wslife.com to securely obtain wire transfer instructions for The Lafayette Life Insurance Company.  All payments on account of Notes help by Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the interest and/or redemption (as applicable) and the identity of the security as to which payment is being made.

Notices

All notices with respect to payments, wire transfers and audit confirmations, to be addressed:

The Lafayette Life Insurance Company

400 Broadway, MS 80

Cincinnati, OH 45202-3341

invacctg@wslife.com

All other notices and communications to be addressed as first provided above, with a copy sent electronically to: privateplacements@fortwashington.com.

Name of Nominee in which Notes are to be issued:  Hare & Co LLC

Taxpayer I.D. Number for Hare & Co LLC:  13-6062616

Physical Delivery of Note:

B-23

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA		$10,000,000

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

Payment by wire to:

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department  9-A

FAX #  (212) 919-2658

Email address: brian_keating@glic.com

B-24

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
OCM CREDIT PORTFOLIO LP		$30,000,000

Notes to be registered in the name of:

OCM Credit Portfolio LP

And deliver to:

Jeremy Ehrlich

OMERS Capital Markets

Royal Bank Plaza, North Tower

200 Bay Street, Suite 2300

Toronto ON M5J 2J2

Wire transfer instructions:

Address for all communications and notices should be sent to:

OMERS Capital Markets

Royal Bank Plaza, North Tower

200 Bay Street, Suite 2300

Toronto ON M5J 2J2

Attention:	Angela Lam - ALam@Omers.com
	Ben Benawra - BBenawra@Omers.com
	Jeremy Ehrlich - JEhrlich@Omers.com

B-25

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA		$15,640,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	Account Name:                                                                 Account No.:
	Each such wire transfer shall set forth the name of the Company, a reference to “4.73% Senior Notes due April 28, 2026, Security No. INV       , PPN 862121 A#7” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
(2)	Address for all communications and notices:
	The Prudential Insurance Company of America c/o Prudential Capital Group 2029 Century Park East, Suite 715 Los Angeles, California  90067 Attention:  Managing Director
	and for all notices relating solely to scheduled principal and interest payments to:
	The Prudential Insurance Company of America c/o PGIM, Inc. Prudential Tower 655 Broad Street 14th Floor - South Tower Newark, New Jersey  07102 Attention:  PIM Private Accounting Processing Team Email:  PIM.Private.Accounting.Processing.Team@prudential.com

B-26

(3)	Address for Delivery of Notes:
	Send physical security by nationwide overnight delivery service to: Prudential Capital Group 4 Embarcadero Center, Suite 2700 San Francisco, California  94111 Attention:  Jim Evert Telephone:  (415) 291-5055
(4)	Tax Identification No.:  22-1211670
(5)	Email addresses for electronic deliveries:
	pcg.lacf@prudential.com brad.wiginton@prudential.com

B-27

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
PENSIONSKASSE DES BUNDES PUBLICA		$7,860,000

(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	Each such wire transfer shall set forth the name of the Company, a reference to “4.73% Senior Notes due April 28, 2026, PPN 862121 A#7” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.
(2)	Address for all communications and notices:
	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group 2029 Century Park East, Suite 715 Los Angeles, California  90067 Attention:  Managing Director
	and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:
	ASC.GSA.Delivery.Team@jpmorgan.com Swiss.IFAS.Service.Team@jpmorgan.com
(3)	Address for Delivery of Notes:
	(a)           Send physical security by nationwide overnight delivery service to: Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (           ; Account Number:            ).

B-28

	(b)           Send copy by nationwide overnight delivery service to: PGIM, Inc. 655 Broad Street 14th Floor -  South Tower Newark, NJ 07102 Attention: Michael Iacono -  Trade Management
(4)	Email addresses for electronic deliveries:
	pcg.lacf@prudential.com brad.wiginton@prudential.com

B-29

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
BLUE CROSS AND BLUE SHIELD OF MINNESOTA	$1,500,000

Notes to be registered in the name of CUDD & CO.

(1)All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Each such wire transfer shall set forth the name of the Company, a reference to “4.73% Senior Notes due April 28, 2026, Note No.       , PPN 862121 A#7” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2)Address for all communications and notices:

Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2029 Century Park East, Suite 715

Los Angeles, California  90067

Attention:  Managing Director

and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:

Blue Cross and Blue Shield of Minnesota

1303 Corporate Center Drive

Eagan, MN 55121-1204

Attention: John E.Q. Orner, VP, Treasury & CIO

Telephone: (651) 662-8381

Facsimile: (651) 662-8381

B-30

(3)Address for Delivery of Notes:

(a)Send physical security by nationwide overnight delivery service to:

(b)Send copy by nationwide overnight delivery service to:

PGIM, Inc.

655 Broad Street

14th Floor -  South Tower

Newark, NJ 07102

Attention: Michael Iacono -  Trade Management

(4)Tax Identification No.:   41-0984460

(5)Email addresses for electronic deliveries:

pcg.lacf@prudential.com

brad.wiginton@prudential.com

B-31

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
SUN LIFE ASSURANCE COMPANY OF CANADA	$10,000,000

Note registered in the name of:  Sun Life Assurance Company of Canada

Wire Transfers of Principal and Interest are to be directed to:

Tax Identification number: 38-1082080

All wire transfers are to be accompanied by the PPN and by the source and the principal and interest application of the funds.  Written notice of each routine payment and any audit confirmation is to be sent to:

Sun Life Financial

Attn: Investments/Private Fixed Income — SC302D26

227 King Street South

Waterloo, ON N2J 4C5 Canada

All other notices and correspondence, including notices of non-routine payments, are to be forwarded to SUN LIFE ASSURANCE COMPANY OF CANADA at:

Attention: SC1303/Investments/Private Fixed Income

1 Sun Life Executive Park

Wellesley Hills, MA 02481

AND

Dave.belanger@sunlife.com

Private.placement.mailbox@sunlife.com

Physical delivery of Notes:

Linda R. Guillette

Associate Investment Analyst

Private Fixed Income

SUN LIFE ASSURANCE COMPANY OF CANADA

One Sun Life Executive Park — SC1303

Wellesley Hills, MA 02481

B-32

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
SUN LIFE ASSURANCE COMPANY OF CANADA	$20,000,000

Note registered in the name of:  Sun Life Assurance Company of Canada

Wire Transfers of Principal and Interest are to be directed to:

Tax Identification number: 38-1082080

All wire transfers are to be accompanied by the PPN and by the source and the principal and interest application of the funds.  Written notice of each routine payment and any audit confirmation is to be sent to:

Sun Life Financial

Attn: Investments/Private Fixed Income — SC302D26

227 King Street South

Waterloo, ON N2J 4C5 Canada

All other notices and correspondence, including notices of non-routine payments, are to be forwarded to SUN LIFE ASSURANCE COMPANY OF CANADA at:

Attention: SC1303/Investments/Private Fixed Income

1 Sun Life Executive Park

Wellesley Hills, MA 02481

AND

Dave.belanger@sunlife.com

Private.placement.mailbox@sunlife.com

Physical delivery of Notes:

Linda R. Guillette

Associate Investment Analyst

Private Fixed Income

SUN LIFE ASSURANCE COMPANY OF CANADA

One Sun Life Executive Park — SC1303

Wellesley Hills, MA 02481

B-33

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 Third Avenue New York, New York 10017	$35,000,000

Payments

All payments on or in respect of the Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to:

Payment Notices

All notices with respect to payments and prepayments of the Notes shall be sent to:

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attention: Securities Accounting Division

Phone: (212) 916-5504

Facsimile: (212) 916-4699

With a copy to:

Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent.

B-34

Notices and Communications

All notices and communications, including notices with respect to payments and prepayments, shall be delivered or mailed to:

Teachers Insurance and Annuity Association of America

8500 Andrew Carnegie Blvd

Charlotte, NC  28262

Attention: Global Private Markets

Telephone:(704) 988-4349 (Name: Ho Young-Lee)

(212) 916-4000 (General Number)

Facsimile:(704) 988-4916

Taxpayer Identification Number:  13-1624203

Physical Delivery of Notes:

B-35

NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
USAA LIFE INSURANCE COMPANY	$10,000,000

(Notes to be registered in the name of: ELL & CO.)

(1)All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

With sufficient information to identify the source and application of such funds, including the issuer name, the PPN of the issue, interest rate, payment due date, maturity date, interest amount, principal and premium amount.

(2)Address for notices relating to payments:

(3)Address for all other communications:

John Spear

VP Insurance Portfolios

9800 Fredericksburg Road

San Antonio, TX 78288

(210) 498-8661

Email: privates@usaa.com

B-36

(4)Physical Delivery of Notes:

(5)Tax Identification Number:

74-1472662

B-37

EX-10.2

Exhibit 10.2

Execution Version

SUBSIDIARY GUARANTY AGREEMENT

Dated as of April 28, 2016

of

STORE CAPITAL ACQUISITIONS, LLC

relating to

$200,000,000 4.73% SENIOR NOTES, SERIES C, DUE APRIL 28, 2026

OF

STORE CAPITAL CORPORATION

TABLE OF CONTENTS

SECTION		HEADING	PAGE
SECTION 1.		GUARANTY	1
SECTION 2.		OBLIGATIONS ABSOLUTE	3
SECTION 3.		WAIVER	3
SECTION 4.		OBLIGATIONS UNIMPAIRED	4
SECTION 5.		SUBROGATION AND SUBORDINATION	4
SECTION 6.		REINSTATEMENT OF GUARANTY	5
SECTION 7.		RANK OF GUARANTY	6
SECTION 8.		ADDITIONAL COVENANTS OF THE GUARANTOR	6
SECTION 9.		REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR	6
	Section 9.1.	Organization; Power and Authority	6
	Section 9.2.	Authorization, Etc.	6
	Section 9.3.	[Reserved]	6
	Section 9.4.	Compliance with laws, Other Instruments, Etc.	6
	Section 9.5.	Governmental Authorizations, Etc	7
	Section 9.6.	Information Regarding the Company	7
	Section 9.7.	Solvency	7
SECTION 10.		[RESERVED]	7
SECTION 11.		TERM OF GUARANTY AGREEMENT	7
SECTION 12.		SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	8
SECTION 13.		AMENDMENT AND WAIVER	8
	Section 13.1.	Requirements	8
	Section 13.2.	Solicitation of Holders of Notes	8
	Section 13.3.	Binding Effect	9
	Section 13.4.	Notes held by Company, Etc.	9
SECTION 14.		NOTICES	9
SECTION 15.		MISCELLANEOUS	9
	Section 15.1.	Successors and Assigns; Joinders	9

i

Section 15.2.	Severability	10
Section 15.3.	Construction	10
Section 15.4.	Further Assurances	10
Section 15.5.	Governing Law	10
Section 15.6.	Jurisdiction and Process; Waiver of Jury Trial	10
Section 15.7.	[Reserved]	11
Section 15.8.	Reproduction of Documents; Execution	11

ii

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT, dated as of April 28, 2016 (this “Guaranty Agreement”), is made by STORE Capital Acquisitions, LLC, a Delaware limited liability company (the “Initial Guarantor” and, together with any other entities from time to time parties hereto pursuant to Section 15.1 hereof, each a “Guarantor” and, collectively, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

PRELIMINARY STATEMENTS:

I.STORE Capital Corporation, a Maryland corporation (the “Company”), is entering into a Note Purchase Agreement dated April 28, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Purchase Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”) simultaneously with the delivery of this Guaranty Agreement. Capitalized terms used herein have the meanings specified in the Note Purchase Agreement unless otherwise defined herein.

II.The Company has authorized the issuance of and proposes to issue and sell, pursuant to the Note Purchase Agreement, of $200,000,000 aggregate principal amount of the Company’s 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes”).  The Series C Notes and any other Notes that may from time to time be issued pursuant to the Note Purchase Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and each individually a “Note.”

III.It is a condition to the purchase by the Purchasers of the Notes under the Note Purchase Agreement that this Guaranty Agreement shall have been executed and delivered by the Initial Guarantor and shall be in full force and effect.

IV.Each Guarantor is a direct or indirect Subsidiary of the Company and will receive direct and indirect benefits from the financing arrangements contemplated by the Note Purchase Agreement. The governing body of each Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor.

NOW THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by each of the Purchasers, each Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

SECTION 1.GUARANTY.

Each Guarantor hereby irrevocably and unconditionally guarantees to each holder the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due

under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) any other sums which may become due under the terms and provisions of the Notes or the Note Purchase Agreement and (c) the performance of all other obligations of the Company under the Note Purchase Agreement, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”).  The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever.  In the event that the Company shall fail so to pay any of such Guaranteed Obligations when due, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Purchase Agreement.  Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued in connection with the Note Purchase Agreement may (but need not) make reference to this Guaranty Agreement.

Each Guarantor agrees to pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with enforcing or defending (or determining whether or how to enforce or defend) the provisions of the Note Purchase Agreement, the Notes and this Guaranty Agreement.

Each Guarantor hereby acknowledges and agrees that each Guarantor’s liability hereunder is joint and several with each other Guarantor and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Purchase Agreement.

Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and each Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations of such Guarantor to the Maximum Guaranteed Amount.  Such amendment shall not require the written consent of any Guarantor or any holder and shall be deemed to have been automatically consented to by each Guarantor and each holder.  Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor.  “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

2

SECTION 2.OBLIGATIONS ABSOLUTE.

The obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes or the Note Purchase Agreement, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation:  (a) any amendment to, modification of, supplement to or restatement of the Notes or the Note Purchase Agreement (it being agreed that the obligations of each Guarantor hereunder shall apply to the Notes and the Note Purchase Agreement as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein in accordance with the Note Purchase Agreement, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes or the Note Purchase Agreement; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of any Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with such Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing) other than the indefeasible payment in full in cash of the Guaranteed Obligations, and in any event however material or prejudicial it may be to such Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise have.  Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

SECTION 3.WAIVER.

Each Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes or the Note Purchase Agreement, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or such Guarantor with respect to any Note, notice to the Company or to such Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Purchase Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of the Guarantor

3

or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder other than the indefeasible payment in full in cash of the Guaranteed Obligations.

SECTION 4.OBLIGATIONS UNIMPAIRED.

Each Guarantor authorizes the holders, without notice or demand to such Guarantor and without affecting its obligations hereunder, from time to time:  (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes or the Note Purchase Agreement; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes or the Note Purchase Agreement, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes or the Note Purchase Agreement, for the performance of this Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company and others; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder.  The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, any Guarantor or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Purchase Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

SECTION 5.SUBROGATION AND SUBORDINATION.

(a)Each Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)Each Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other Guarantor owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in

4

clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations.  If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(c)If any amount or other payment is made to or accepted by a Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(d)Each Guarantor acknowledges that it is a direct or indirect Subsidiary of the Company and will receive direct and indirect benefits from the financing arrangements contemplated by the Note Purchase Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

(e)Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations.  Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed.  Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of any Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

SECTION 6.REINSTATEMENT OF GUARANTY.

This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other Guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

5

SECTION 7.RANK OF GUARANTY.

Each Guarantor will ensure that its payment obligations under this Guaranty Agreement will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Guarantor now or hereafter existing.

SECTION 8.ADDITIONAL COVENANTS OF THE GUARANTORS.

So long as any Notes are outstanding or the Note Purchase Agreement shall remain in effect, each Guarantor agrees to comply with the covenants and agreements of the Note Purchase Agreement, insofar as such covenants and agreements apply to such Guarantor, as if such covenants and agreements were set forth herein in full.

SECTION 9.REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.

Each Guarantor represents and warrants to each holder as follows:

Section 9.1.Organization; Power and Authority. Such Guarantor is a corporation, limited liability company or other legal entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Such Guarantor has the corporate, limited liability company or other legal entity power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty Agreement and to perform the provisions hereof.

Section 9.2.Authorization, Etc.  This Guaranty Agreement has been duly authorized by all necessary corporate, limited liability company or other legal entity action on the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 9.3.[Reserved].

Section 9.4.Compliance with Laws, Other Instruments, Etc.  The execution, delivery and performance by such Guarantor of this Guaranty Agreement will not (i) (A) contravene, result in any breach of, or constitute a default under, or (B) result in the creation of any Lien in respect of, any property of such Guarantor or any of its Subsidiaries under, (x) any indenture, mortgage, deed of trust, loan, purchase agreement, credit agreement or lease, in any material respect, or (y) its corporate charter, by-laws, limited liability agreement or other governing document or any shareholders agreement to which it is subject or (z) any other agreement or instrument, in any material respect, to which such Guarantor or any Subsidiary of such Guarantor

6

is bound or by which such Guarantor or any Subsidiary of such Guarantor or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any Subsidiary of such Guarantor in any material respect or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any Subsidiary of such Guarantor in any material respect.

Section 9.5.Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Guarantor of this Guaranty Agreement.

Section 9.6.Information Regarding the Company.  The Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company.  No holder shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders.  The Guarantor has executed and delivered this Guaranty Agreement without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 9.7.Solvency.  Assuming the limitation of the Guaranteed Obligations to the Maximum Guaranteed Amount, upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

SECTION 10.[RESERVED].

SECTION 11.TERM OF GUARANTY AGREEMENT.

This Guaranty Agreement and all guarantees, covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6; provided, however, any Guarantor shall be released from its obligations hereunder if all requirements of Section 9.7(b) of the Note Purchase Agreement are met.

7

SECTION 12.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other instrument delivered by or on behalf of any Guarantor pursuant to this Guaranty Agreement shall be deemed representations and warranties of such Guarantor under this Guaranty Agreement.  Subject to the preceding sentence, this Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantor and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 13.AMENDMENT AND WAIVER.

Section 13.1.Requirements.  Except as otherwise provided in the fourth paragraph of Section 1 of this Guaranty Agreement, this Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that no amendment or waiver which results in the limitation of the liability of any Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 or in Section 11 of this Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing.

Section 13.2.Solicitation of Holders of Notes.

(a)Solicitation.  Each Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof.  Each Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)Payment.  Each Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer.  Any consent made pursuant to this Section 13 by a holder that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate (including the Guarantor) of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted

8

or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 13.3.Binding Effect.  Any amendment or waiver consented to as provided in this Section 13 applies equally to all holders and is binding upon them and upon each future holder and upon each Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon.  No course of dealing between any Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder.  As used herein, the term “this Guaranty Agreement” and references thereto shall mean this Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time.

Section 13.4.Notes Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

SECTION 14.NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:

(a)if to a Guarantor, to in care of the Company at the Company’s address set forth in the Note Purchase Agreement, or such other address as such Guarantor shall have specified to the holders in writing, or

(b)if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Purchase Agreement, or such other address as such holder shall have specified to the Guarantors in writing.

SECTION 15.MISCELLANEOUS.

Section 15.1.Successors and Assigns; Joinder.  All covenants and other agreements contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not.

It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit A attached hereto and

9

delivering the same to the Holders.  Any such Person shall thereafter be a “Guarantor” for all purposes under this Guaranty Agreement.

Section 15.2.Severability.  Any provision of this Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.3.Construction.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant.  Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

The section and subsection headings in this Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof.  All references herein to numbered sections, unless otherwise indicated, are to sections of this Guaranty Agreement.  Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

Section 15.4.Further Assurances.  The Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guaranty Agreement.

Section 15.5.Governing Law.  This Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

Section 15.6.Jurisdiction and Process; Waiver of Jury Trial.  (a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement.  To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)Each Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 14 or at such other address of which such holder shall then have been notified pursuant to Section 14.  The

10

Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)Nothing in this Section 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)EACH GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Section 15.7.[Reserved].

Section 15.8.Reproduction of Documents; Execution.  This Guaranty Agreement may be reproduced by any holder by any photographic, photostatic, electronic, digital, or other similar process and such holder may destroy any original document so reproduced.  Each Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 15.8 shall not prohibit any Guarantor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.  A facsimile or electronic transmission of the signature page of a Guarantor shall be as effective as delivery of a manually executed counterpart hereof and shall be admissible into evidence for all purposes.

11

IN WITNESS WHEREOF, the Initial Guarantor has caused this Guaranty Agreement to be duly executed and delivered as of the date and year first above written.

STORE Capital Acquisitions, LLC, a Delaware limited liability company
By:	/s/ Michael T. Bennett
	Name:	Michael T. Bennett
	Title:	Executive Vice President General Counsel

12

EXHIBIT A

FORM OF GUARANTOR SUPPLEMENT

THIS GUARANTOR SUPPLEMENT (the “Guarantor Supplement”), dated as of [          , 20  ] is made by [          ], a [            ] (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Purchase Agreement described below:

PRELIMINARY STATEMENTS:

I.Pursuant to the Note Purchase Agreement dated as of April 28, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Purchase Agreement”), by and among STORE Capital Corporation, a Maryland corporation (the “Company”), and the Persons listed on the signature pages thereto (the “Purchasers”), the Company has issued and sold $200,000,000 aggregate principal amount of the Company’s 4.73% Senior Notes, Series C, due April 28, 2026 (the “Series C Notes”) (the “Notes” and individually a “Note”).

II.The Company is required pursuant to the Note Purchase Agreement to cause the Additional Guarantor to deliver this Guarantor Supplement in order to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guaranty Agreement dated as of April 28, 2016 executed by STORE Capital Acquisitions, LLC (together with the Additional Guarantor and each other entity that from time to time becomes a party thereto by executing a Guarantor Supplement pursuant to Section 15.1 thereof, collectively, the “Guarantors”) in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”).

III.The Additional Guarantor in a direct or indirect Subsidiary of the Company and has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms and conditions of the Note Purchase Agreement and the Notes issued thereunder.

IV.Capitalized terms used and not otherwise defined herein have the definitions set forth in the Note Purchase Agreement.

Now Therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Purchase Agreement and the Notes and to enable the Company to comply with the terms of the Note Purchase Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders as follows:

The Additional Guarantor hereby becomes a Guarantor (as defined in the Guaranty Agreement) for all purposes of the Guaranty Agreement.  Without limiting the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantors under the Guaranty Agreement, guarantees to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance of all Guaranteed Obligations (as defined in Section 1 of the Guaranty Agreement) in the same manner and to the same extent as is provided in the Guaranty Agreement, (b) accepts and agrees to

perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Guaranty Agreement, (d) agrees to perform and observe the covenants contained in Section 8 of the Guaranty Agreement, (e) makes the representations and warranties set forth in Section 9 of the Guaranty Agreement as of the date hereof and (f) waives the rights, submits to jurisdiction, and waives service of process as described in Section 15.6 of the Guaranty Agreement.

Notice of acceptance of this Guarantor Supplement and of the Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor.

The address for notices and other communications to be delivered to the Additional Guarantor shall be made pursuant to Section 15 of the Guaranty Agreement or as set forth below.

This Guarantor Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the law of a jurisdiction other than such State.

[Add other relevant provisions as necessary.]

IN WITNESS WHEREOF, the Additional Guarantor has caused this Guarantor Supplement to be duly executed and delivered as of the date and year first above written.

[NAME OF GUARANTOR]
By:
	Name:
	Title:
Notice Address for such Guarantor

2

EX-10.3

Exhibit 10.3

TERM CREDIT AGREEMENT

DATED AS OF APRIL 26, 2016

by and among

STORE CAPITAL CORPORATION,
AS BORROWER,

KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT
AND
OTHER LENDERS THAT MAY BECOME
PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS SYNDICATION AGENT,

BMO HARRIS BANK N.A., CAPITAL ONE BANK, REGIONS BANK AND SUNTRUST BANK,

AS CO-DOCUMENTATION AGENTS,

AND

KEYBANC CAPITAL MARKETS INC.
AND
WELLS FARGO SECURITIES, LLC,
AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION		1
§1.1	Definitions	1
§1.2	Rules of Interpretation	30
ARTICLE II THE CREDIT FACILITY		31
§2.1	Term Loans	31
§2.2	[Intentionally Omitted.]	33
§2.3	Rates and Payment of Interest on Loans	33
§2.4	Repayment of Principal	34
§2.5	[Intentionally Omitted.]	35
§2.6	Other Fees	35
§2.7	Conversion Options	35
§2.8	Increase in Total Commitment	36
§2.9	[Intentionally Omitted]	38
§2.10	[Intentionally Omitted]	38
ARTICLE III [INTENTIONALLY OMITTED]		38
ARTICLE IV CHANGE IN CIRCUMSTANCES; YIELD PROTECTION		38
§4.1	Change in Capital Adequacy Regulations	38
§4.2	Additional Costs, Etc.	39
§4.3	Lender’s Suspension of LIBOR Rate Loans	40
§4.4	Illegality	40
§4.5	Breakage Costs	40
§4.6	Certain Provisions Relating to Increased Costs; Affected Lenders	40
§4.7	Certificate; Delay in Requests	41
ARTICLE V PAYMENTS AND CERTAIN OTHER GENERAL PROVISIONS		42
§5.1	Payments by Borrower	42
§5.2	Taxes; Foreign Lenders	43
§5.3	Obligations Absolute and Unconditional	43
§5.4	Computations	43
§5.5	Usury; Limitations on Interest	44
§5.6	Unsecured Obligations	44
§5.7	Defaulting Lenders	44
§5.8	[Intentionally Omitted.]	46

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TABLE OF CONTENTS

(continued)

§5.9	Appraisals	46
§5.10	Additional Subsidiary Guarantors	47
§5.11	Release of a Subsidiary Guarantor	48
ARTICLE VI REPRESENTATIONS AND WARRANTIES		48
§6.1	Corporate Authority, Etc.	48
§6.2	Enforceability	49
§6.3	Governmental Approvals	49
§6.4	Title to Properties	49
§6.5	Financial Statements	50
§6.6	No Material Changes	50
§6.7	Franchises, Patents, Copyrights, Etc.	50
§6.8	Litigation	50
§6.9	No Material Adverse Contracts, Etc.	51
§6.10	Compliance with Other Instruments, Laws, Etc.	51
§6.11	Tax Status	51
§6.12	No Event of Default	51
§6.13	Investment Company Act	51
§6.14	Ownership of Guarantors	52
§6.15	Certain Transactions	52
§6.16	Employee Benefit Plans	52
§6.17	Disclosure	52
§6.18	Regulations T, U and X	53
§6.19	Subsidiaries; Organizational Structure	53
§6.20	Brokers	53
§6.21	Other Debt	53
§6.22	Solvency	54
§6.23	No Bankruptcy Filing	54
§6.24	No Fraudulent Intent	54
§6.25	OFAC; Anti-Corruption	54
§6.26	Origination and Acquisition of Unencumbered Pool Assets and Intercompany Loans	55
§6.27	[Intentionally Omitted.]	55

ii

TABLE OF CONTENTS

(continued)

§6.28	No Liens	55
§6.29	Unencumbered Pool Assets and Intercompany Loans	55
§6.30	REIT Status	55
§6.31	Unencumbered Pool Assets	55
§6.32	Contribution Agreement	56
§6.33	Transaction in Best Interests of Borrower and Guarantors; Consideration	56
ARTICLE VII AFFIRMATIVE COVENANTS		56
§7.1	Financial Reporting	56
§7.2	Other Information	60
§7.3	Punctual Payment	61
§7.4	Maintenance of Office	61
§7.5	Records and Accounts	61
§7.6	Existence; Maintenance of Properties	62
§7.7	Insurance	62
§7.8	Taxes; Liens	62
§7.9	Inspection of Properties and Books	63
§7.10	Compliance with Laws, Contracts, Licenses, and Permits	63
§7.11	Further Assurances	64
§7.12	[Intentionally Omitted.]	64
§7.13	Business Operations	64
§7.14	Distributions of Income to Borrower	64
§7.15	Plan Assets	64
§7.16	Servicing	64
§7.17	Maintenance of Property; Insurance	64
§7.18	Breach of Representations and Warranties	65
§7.19	Use of Proceeds	65
§7.20	Unencumbered Pool Asset Eligibility	65
§7.21	Intentionally Omitted	72
§7.22	Future Advance Properties	72
§7.23	UPREIT	72
§7.24	Sanctions Laws and Regulations	72

iii

TABLE OF CONTENTS

(continued)

ARTICLE VIII NEGATIVE COVENANTS		73
§8.1	Financial Covenants	73
§8.2	Restrictions on Indebtedness	74
§8.3	Restrictions on Liens, Etc.	75
§8.4	Restrictions on Investments	77
§8.5	Limiting Agreements	78
§8.6	Merger, Consolidation	79
§8.7	Sale and Leaseback	79
§8.8	Distributions	80
§8.9	Asset Sales	80
§8.10	Restriction on Prepayment of Indebtedness	80
§8.11	Derivatives Contracts	81
§8.12	Transactions with Affiliates	81
§8.13	Equity Pledges	81
§8.14	Amendment of Unencumbered Pool Assets	81
§8.15	Partial Prepayments	83
§8.16	Restrictions on Intercompany Transfers	83
ARTICLE IX CONDITIONS PRECEDENT		84
§9.1	Initial Conditions Precedent	84
§9.2	Conditions Precedent to All Loans	86
ARTICLE X EVENTS OF DEFAULT; ACCELERATION; ETC.		86
§10.1	Events of Default	86
§10.2	Remedies Upon Event of Default	89
§10.3	Allocation and Distribution of Proceeds	90
§10.4	Rescission of Acceleration by Majority Lenders	91
ARTICLE XI SETOFF		92
§11.1	Setoff	92
ARTICLE XII THE AGENT		92
§12.1	Authorization	92
§12.2	Employees and Agents	93
§12.3	No Liability	93
§12.4	No Representations	93

iv

TABLE OF CONTENTS

(continued)

§12.5	Payments	94
§12.6	Holders of Notes	94
§12.7	Indemnity	94
§12.8	Agent as Lender	95
§12.9	Resignation	95
§12.10	Duties in the Case of Enforcement	95
§12.11	Agent May File Proofs of Claim	96
§12.12	Reliance by Agent	96
§12.13	Approvals	96
§12.14	Borrower Not Beneficiary	98
ARTICLE XIII ASSIGNMENT AND PARTICIPATION		98
§13.1	Conditions to Assignment by Lenders	98
§13.2	Register	99
§13.3	New Notes	99
§13.4	Participations	99
§13.5	Pledge by Lender	100
§13.6	No Assignment by Borrower or the Guarantors	100
§13.7	Mandatory Assignment	100
§13.8	Amendments to Loan Documents	101
§13.9	Titled Agents	101
§13.10	No Registration	101
ARTICLE XIV MISCELLANEOUS		101
§14.1	Notices	101
§14.2	Relationship	103
§14.3	Governing Law, Consent to Jurisdiction and Service	104
§14.4	Headings	104
§14.5	Counterparts	104
§14.6	Entire Agreement, Etc.	104
§14.7	Waiver of Jury Trial and Certain Damage Claims	105
§14.8	Dealings with the Borrower and the Guarantors	105
§14.9	Consents, Amendments, Waivers, Etc.	105
§14.10	Severability	106

v

TABLE OF CONTENTS

(continued)

§14.11	Time of the Essence	106
§14.12	No Unwritten Agreements	107
§14.13	Replacement Notes	107
§14.14	No Third Parties Benefited	107
§14.15	Expenses	107
§14.16	Indemnification	108
§14.17	Survival of Covenants, Etc.	109
§14.18	Confidentiality	109
§14.19	Patriot Act	110

vi

EXHIBITS AND SCHEDULES

Exhibit A	FORM OF TERM LOAN NOTE
Exhibit B	[RESERVED]
Exhibit C	[RESERVED]
Exhibit D	FORM OF REQUEST FOR TERM LOAN
Exhibit E	FORM OF UNENCUMBERED POOL CERTIFICATE
Exhibit F	FORM OF COMPLIANCE CERTIFICATE
Exhibit G	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit H-1	FORM OF STRATIFICATION REPORT
Exhibit I	[RESERVED]
Exhibit J	FORM OF JOINDER AGREEMENT
Schedule 1.1	LENDERS AND COMMITMENTS
Schedule 1.2	INITIAL UNENCUMBERED POOL ASSETS
Schedule 1.3	UNENCUMBERED POOL QUALIFICATION DOCUMENTS
Schedule 6.4	TITLE TO PROPERTIES
Schedule 6.6	NO MATERIAL CHANGES
Schedule 6.8	PENDING LITIGATION
Schedule 6.11(a)	TAX MATTERS
Schedule 6.11(b)	TAXPAYER IDENTIFICATION NUMBERS
Schedule 6.15	CERTAIN TRANSACTIONS
Schedule 6.19(a)	SUBSIDIARIES OF BORROWER
Schedule 6.19(b)	UNCONSOLIDATED AFFILIATES OF BORROWER AND ITS SUBSIDIARIES
Schedule 6.21	MATERIAL LOAN AGREEMENTS
Schedule 6.29	REPRESENTATIONS AND WARRANTIES (QUALIFYING NOTE RECEIVABLES)

vii

Schedule 6.30	REPRESENTATIONS AND WARRANTIES (UNENCUMBERED POOL PROPERTIES)
Schedule 6.31	REPRESENTATIONS AND WARRANTIES (INTERCOMPANY LOANS)
Schedule 6.32	REPRESENTATIONS AND WARRANTIES (HYBRID LEASES)
Schedule 9	EXAMPLE OF DEBT SERVICE COVERAGE AMOUNT CALCULATION
Schedule 10	FORM OF UNENCUMBERED POOL ASSET SCHEDULE

viii

TERM CREDIT AGREEMENT

THIS TERM CREDIT AGREEMENT (this “Agreement”) is made as of the 26th day of April, 2016 by and among STORE CAPITAL CORPORATION, a Maryland corporation (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as the administrative agent for the Lenders (the “Agent”).

RECITALS

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower;

WHEREAS, the Agent and the Lenders desire to make available to the Borrower an unsecured term loan facility in the initial amount of $100,000,000.00, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows:

ARTICLE I
DEFINITIONS AND RULES OF INTERPRETATION

§1.1        Definitions.  The following terms shall have the meanings set forth in this Article I or elsewhere in the provisions of this Agreement referred to below:

Additional Commitment Request Notice.  See §2.8(a).

Additional Subsidiary Guarantor.  Each additional Subsidiary of the Borrower which is structured as a single purpose, bankruptcy remote entity which becomes a Subsidiary Guarantor pursuant to §5.10.  For the avoidance of doubt, SCA shall not be required to be structured as a single purpose, bankruptcy remote entity.

Advance Percentage.  Fifty percent (50%), provided that following written notice from Borrower to Agent and provided further that (i) there is no Default or Event of Default and (ii) the Advance Percentage under the Revolving Credit Agreement is also at least sixty percent (60%) (provided however that this clause (ii) shall only be required to be satisfied if the Revolving Credit Agreement is then in effect and contains an “Advance Percentage” provision substantially similar to this definition at such time), the Advance Percentage shall not more than two (2) times during the term of this Agreement increase to sixty percent (60%), each time for a period of two consecutive calendar quarters, and provided further that such two separate periods shall not be consecutive.

Affiliate.  An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the

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possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

Agent.  KeyBank National Association, acting as administrative agent for the Lenders, its successors, and any replacement agent appointed pursuant to §12.9.

Agent’s Head Office.  The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.

Agent’s Special Counsel.  Dentons US LLP or such other counsel as selected by Agent.

Agreement.  This Term Credit Agreement, including the Schedules and Exhibits hereto.

Agreement Regarding Fees.  That certain fee letter dated April 5, 2016 between the Borrower, Agent, and KCM and that certain fee letter dated April 5, 2016 between the Borrower, Syndication Agent and Wells Fargo Securities, LLC.

Applicable Margin.

(a)           On any date from and after the date of this Agreement (and unless and until the Borrower obtains an Investment Grade Rating and irrevocably elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin for LIBOR Rate Loans and Base Rate Loans shall be as set forth below based on the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value:

Pricing Level	Ratio	LIBOR Rate Loans		Base Rate Loans
Pricing Level 1	Less than 45%	1.35	%	0.35	%
Pricing Level 2	Greater than or equal to 45% but less than 50%	1.55	%	0.55	%
Pricing Level 3	Greater than or equal to 50% but less than 55%	1.70	%	0.70	%
Pricing Level 4	Greater than or equal to 55% but less than 60%	1.90	%	0.90	%
Pricing Level 5	Greater than or equal to 60%	2.15	%	1.15	%

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The initial Applicable Margin shall be at Pricing Level 1.  At such time as this subparagraph (a) is applicable, the Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar quarter.  In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the date required by §7.1(c), then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Required Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt of such Compliance Certificate.

In the event that the Agent or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin pursuant to this subparagraph (a) for any period (an “Applicable Period”) than the Applicable Margin that was applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to the Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be determined as if the Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the Borrower shall within three (3) Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.

(b)           From and after the time that Agent first receives written notice from Borrower that it has first obtained an Investment Grade Rating and that Borrower irrevocably elects to use such Investment Grade Rating as the basis for the Applicable Margin, the Applicable Margin shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below (provided that any accrued interest payable at the Applicable Margin determined by reference to the ratio of Consolidated Total Indebtedness to the Consolidated Total Adjusted Asset Value shall be payable as provided in §2.3):

Pricing Level	Credit Rating Level	LIBOR Rate Loans		Base Rate Loans
I	Credit Rating Level 1	0.90	%	0.00	%
II	Credit Rating Level 2	0.95	%	0.00	%
III	Credit Rating Level 3	1.10	%	0.10	%
IV	Credit Rating Level 4	1.35	%	0.35	%
V	Credit Rating Level 5	1.75	%	0.75	%

At such time as this subparagraph (b) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating Level in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising

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part of the same borrowing shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels or a change in such Credit Rating Level.  From and after the first time that the Applicable Margin is based on Borrower’s Investment Grade Rating, the Applicable Margin shall no longer be calculated by reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value.

Appraisal.  An MAI appraisal of the value of an Unencumbered Pool Property or other Real Estate, determined on an “as-is” value basis, performed by an independent appraiser.

Appraised Value.  The “as-is” value of an Unencumbered Pool Property or other Real Estate determined by the most recent Appraisal of such Unencumbered Pool Property or other Real Estate, obtained pursuant to §5.9 or §9.1(l).

Arrangers.  Collectively KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, or any successor.

Assignment and Acceptance Agreement.  See §13.1.

Authorized Officer.  Any of the following officers of Borrower:  Chief Executive Officer, President, Chief Financial Officer, or any Executive Vice President, and such other Persons as Borrower shall designate in a written notice to Agent.

Balance Sheet Date.  The date of the balance sheet of the Borrower most recently furnished to the Agent by the Borrower under this Agreement.

Bankruptcy Code.  Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.

Base Rate.  The greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) LIBOR for an Interest Period of one (1) month plus one percent (1%).  The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.  Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the Business Day on which such change in the Base Rate becomes effective, without notice or demand of any kind.

Base Rate Loans.  Collectively, the Term Credit Loans bearing interest by reference to the Base Rate.

Borrower.  STORE Capital Corporation, a Maryland corporation.

Breakage Costs.  The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable

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Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of the Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which the Borrower has elected a LIBOR Rate Loan.

Building.  With respect to each Unencumbered Pool Property or other parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.

Business Day.  Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

Capitalized Lease.  A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.

Capital Lease Obligations.  With respect to any Person, the obligations of such Person to pay rent or other amounts under any Capitalized Lease.

CERCLA.  The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder.

Change in Law.  The occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Change of Control.  A Change of Control shall exist upon the occurrence of any of the following:

(a)           any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) other than the Permitted Holders, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of the Borrower equal to at least fifty percent (50%) of the then outstanding voting stock or voting interests of the Borrower; or

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(b)           as of any date a majority of the Board of Directors (the “Board”) of the Borrower consists of individuals who were not either (i) directors of the Borrower as of the corresponding date of the previous year, or (ii) selected or nominated to become directors by the Board of the Borrower of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors by the Board of the Borrower, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above; or

(c)           the Borrower fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, one hundred percent (100%) of the economic, voting and beneficial interest of SCA or fails to control all decisions of SCA.

Closing Date.  The first date on which all of the conditions set forth in §9.1 have been satisfied.

Code.  The Internal Revenue Code of 1986, as amended.

Co-Documentation Agent.  Collectively BMO Harris Bank N.A., Capital One Bank, Regions Bank and SunTrust Bank in their capacity as Co-Documentation Agents.

Commitment.  With respect to each Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Lender’s Commitment to make or maintain Loans to the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Commitment Increase.  An increase in the Total Commitment to not more than $300,000,000.00 pursuant to §2.8.

Commitment Increase Date.  See §2.8(a).

Commitment Percentage.  With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

Compliance Certificate.  See §7.1(c).

Consolidated.  With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Consolidated EBITDA.  With respect to any period, an amount equal to the EBITDA of the Borrower and its Subsidiaries for such period determined on a Consolidated basis.

Consolidated Fixed Charges.  On any date of determination for the period of four (4) fiscal quarters most recently ended, the sum of (a) Consolidated Interest Expense for such period

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(both expensed and capitalized), plus (b) all of the scheduled payments of principal due and payable with respect to Indebtedness of the Borrower and its Subsidiaries during such period, other than (x) any balloon, bullet or similar principal payment which repays such Indebtedness in full and (y) any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the scheduled principal payment on any Capital Lease Obligations.  Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates shall be included in the determination of Consolidated Fixed Charges.

Consolidated Interest Expense.  On any date of determination, without duplication, (a) total Interest Expense of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for the period of determination, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

Consolidated Tangible Net Worth.  The amount by which Consolidated Total Adjusted Asset Value exceeds Consolidated Total Indebtedness.

Consolidated Total Adjusted Asset Value.  As of any date of determination, the sum of the undepreciated value of all assets of Borrower and its Subsidiaries minus goodwill calculated on a Consolidated basis in accordance with GAAP, provided that all real estate assets shall be valued at (a) undepreciated cost (minus any write downs or impairments) as determined in accordance with GAAP, or (b) in the event that Borrower has obtained (or as provided in this Agreement Agent has obtained) an Appraisal of Real Estate owned in fee simple by Borrower or one of its Subsidiaries, the Appraised Value thereof.  Consolidated Total Adjusted Asset Value will be adjusted to include an amount equal to Borrower’s or any of its Subsidiaries’ pro rata share (based upon such Person’s Equity Percentage in such Unconsolidated Affiliate) of the Consolidated Total Adjusted Asset Value attributable to the assets owned by such Unconsolidated Affiliate, calculated in the same manner as above.

Consolidated Total Indebtedness.  All Indebtedness of the Borrower and its Subsidiaries determined on a Consolidated basis and shall include (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.

Contract Interest Payments.  With respect to any period of determination and any Hybrid Mortgage or Qualifying Note Receivable, the next scheduled monthly interest payment payable by the related borrower under the terms of the applicable loan documents, annualized.

Contract Rent.  With respect to any period of determination and any Lease, the fixed or “base” rent payment for such month in which the determination is made, annualized, that is actually payable by the related Tenant from time to time under the terms of such Lease (excluding any Percentage Rent, prepaid rents and security deposits), after giving effect to any provision of such Lease which applies to the applicable period of determination 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.  Contract Rent shall exclude rent from ancillary leases such as a billboards or cell towers.

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Contribution Agreement.  The Contribution Agreement dated as of even date herewith between the Borrower and the Guarantors (including each Additional Subsidiary Guarantor which may hereafter become a party thereto), as the same may be modified, amended or ratified from time to time.

Conversion/Continuation Request.  A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §2.7.

Credit Rating.  As of any date of determination, the higher of the credit ratings (or their equivalents) then assigned to Borrower’s long-term senior unsecured non-credit enhanced debt by, subject to the terms hereof, any of the Rating Agencies.  A credit rating of BBB- from S&P or Fitch is equivalent to a credit rating of Baa3 from Moody’s and vice versa.  A credit rating of BBB from S&P or Fitch is equivalent to a credit rating of Baa2 from Moody’s and vice versa.  A credit rating of BBB+ from S&P or Fitch is equivalent to a credit rating of Baa1 by Moody’s and vice versa.  A credit rating of A- from S&P or Fitch is equivalent to a credit rating of A3 from Moody’s and vice versa.  It is the intention of the parties that if Borrower shall only obtain a credit rating from S&P or Moody’s without seeking or obtaining a credit rating from the other of S&P or Moody’s, the Borrower shall be entitled to the benefit of the Credit Rating Level for such Credit Rating.  If the Borrower has a credit rating from S&P or Moody’s, it may also include a credit rating from Fitch in determining its Credit Rating.  In the event the only credit rating is from Fitch, Borrower shall be deemed to not have a Credit Rating.  If Borrower shall have obtained a credit rating from more than one of the Rating Agencies, the highest of the ratings shall control.  In the event, subject to the terms hereof, that Borrower shall have obtained a credit rating from more than one of the Rating Agencies and shall thereafter lose such rating or ratings (whether as a result of a withdrawal, suspension, election to not obtain a rating, or otherwise) such that only one rating from S&P or Moody’s is remaining, the operative rating would be deemed to be the remaining rating.  In the event that Borrower shall have obtained a credit rating from one or more of the Rating Agencies and shall thereafter lose such rating or ratings (whether as a result of withdrawal, suspension, election to not obtain a rating, or otherwise) from such Rating Agencies and as a result does not have a credit rating from one or more of S&P or Moody’s, Borrower shall be deemed for the purposes hereof not to have a Credit Rating.  If at any time any of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrower and the Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating of the other of S&P or Moody’s, if one has been provided, shall continue to apply.

Credit Rating Level.  One of the following five pricing levels, as applicable, and provided, further, that, from and after the time that Agent receives written notice that Borrower has first obtained an Investment Grade Rating and elected to use such Investment Grade Rating as the basis for the Applicable Margin, during any period that Borrower has no Credit Rating, Credit Rating Level 5 shall be the applicable Credit Rating Level:

“Credit Rating Level 1” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to A- by S&P or Fitch or A3 by Moody’s;

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“Credit Rating Level 2” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to BBB+ by S&P or Fitch or Baa1 by Moody’s and Credit Rating Level 1 is not applicable;

“Credit Rating Level 3” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to BBB by S&P or Fitch or Baa2 by Moody’s and Credit Rating Levels 1 and 2 are not applicable;

“Credit Rating Level 4” means the Credit Rating Level applicable for so long as the Credit Rating is greater than or equal to BBB- by S&P or Fitch or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable; and

“Credit Rating Level 5” means the Credit Rating Level which would be applicable for so long as the Credit Rating is less than BBB- by S&P (if S&P has issued a Credit Rating) and Baa3 by Moody’s (if Moody’s has issued a Credit Rating) or there is no Credit Rating.

Debt Service Coverage Amount.  At any date of determination, an amount equal to the maximum principal loan amount which is payable at the greater of (a) interest at a rate per annum equal to the then-current annual yield on seven (7) year obligations issued by the United States Treasury most recently prior to the date of determination plus two hundred fifty (250) basis points (2.5%) and being amortized over a thirty (30) year period and (b) interest at a rate per annum equal to seven percent (7.0%) and being amortized over a thirty (30) year period, that would be payable by the monthly principal and interest payment amount resulting from dividing (a) Operating Cash Flow from the Unencumbered Pool Properties divided by 1.50, by (b) 12.  Attached hereto as Schedule 9 is an example of the calculation of Debt Service Coverage Amount (such example is meant only as an illustration based upon the assumptions set forth in such example, and shall not be interpreted so as to limit the Agent in its good faith determination of the Debt Service Coverage Amount hereunder).  The determination of the Debt Service Coverage Amount and the components thereof by the Agent shall, so long as the same shall be determined in good faith, be conclusive and binding absent demonstrable error.

Default.  See Article X.

Default Rate.  See §2.3(d).

Defaulted Loan.  An Unencumbered Pool Asset or Intercompany Loan with respect to which a default (other than a payment default) occurs, under or with respect to such Unencumbered Pool Asset, Intercompany Loan or related Lease, that materially and adversely affects the interests of Borrower or a Guarantor and that continues unremedied for the applicable grace period under the terms of such Loan or related Lease, as applicable (or, if no grace period is specified, for thirty-two (32) days).

Defaulting Lender.  Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such Lender notifies the Agent and the Borrower in writing of such Lender’s good faith determination that the Borrower has failed to satisfy a condition precedent to funding

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(each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing), (b) has notified the Borrower, the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect, unless with respect to this clause (b), such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or statement) cannot be satisfied, (c) has failed, within three (3) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent that it will comply with its funding obligations; provided that, notwithstanding the provisions of §5.7, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person).  Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to §5.7(i)) upon delivery of written notice of such determination to the Borrower and each Lender.

Delinquent Loan.  An Unencumbered Pool Asset or Intercompany Loan for which (a) any related loan payment or tenant lease payment has not been received on or before the date thirty-two (32) days after the date on which such payment is due pursuant to the related Unencumbered Pool Documents or Lease, as applicable, without regard to any grace period; provided, that a Delinquent Loan shall remain a Delinquent Loan until the related Unencumbered Pool Asset Owner or related Tenant cures such delinquency and makes two (2) successive monthly payments on a timely basis, including any related grace period, or (b) any payment due on the scheduled maturity date of such Unencumbered Pool Asset or Intercompany Loan has not been received on or before the date on which such payment is due.

Derivatives Contract.  Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward

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commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.  Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master agreement.

Derivatives Termination Value.  In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include Chatham Financial, the Agent or any Lender).

Designated Person.  See §6.25.

Development Property.  Any Real Estate owned or acquired by Borrower or its Subsidiaries and on which such Person is pursuing construction of one or more buildings for commercial, single-tenant income producing properties and for which construction is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary course of business of Borrower or its Subsidiaries, and remains less than one hundred percent (100%) leased to an unaffiliated third party.

Distribution.  Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Borrower or any of its Subsidiaries now or hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding, and (d) distributions permitted under §8.8(a).  Distributions from any Subsidiary of Borrower to Borrower or any Subsidiary of Borrower shall be excluded from this definition, except for the purposes of §8.13.

Dollars or $.  Dollars in lawful currency of the United States of America.

Domestic Lending Office.  Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.

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Double Net Lease.  A Lease of all of the leasable area of an Unencumbered Pool Property under which the Tenant pays all operating expenses of the property, including, without limitation, insurance, taxes, maintenance and capital expenditures, except for certain limited maintenance or capital expenditure obligations (such as roof repairs) retained by the landlord under such Lease.

Drawdown Date.  The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Maturity Date, as applicable, is converted in accordance with §2.7.

EBITDA.  With respect to Borrower and its Subsidiaries for any period (without duplication):  (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)):  (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) acquisition closing costs for acquisitions closed during such period and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and distributions to minority owners); and (v) other non-cash items to the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below.  With respect to Unconsolidated Affiliates, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) acquisition closing costs for acquisitions closed during such period and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and distributions to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense.

Employee Benefit Plan.  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by Borrower, any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Laws.  Any judgment, decree, order, law, license, rule or regulation pertaining to human health or the pollution or protection of the environment or the release or discharge of any Hazardous Substances into the environment, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), CERCLA, the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to the environment.

Equity Interests.  With respect to any Person, (i) any share of capital stock of (or other ownership or profit interests in) such Person; (ii) any warrant, option or other right for the purchase or other acquisition from such Person of (a) any share of capital stock of (or other ownership or profit interests in) such Person, or (b) any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests) and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination; and (iii) any other ownership or

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profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting.

Equity Offering.  The issuance and sale after September 22, 2015 by the Borrower or any of its Subsidiaries of any Equity Interests of such Person (other than Equity Interests issued (i) to Borrower or any one or more of its Subsidiaries in its respective Subsidiaries, and (ii) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement).

Equity Percentage.  The aggregate ownership percentage of the Borrower or its Subsidiaries in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) the Borrower’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) the Borrower’s direct or indirect economic ownership interest in the Unconsolidated Affiliate reflecting the Borrower’s current allocable share of income and expenses of the Unconsolidated Affiliate.

ERISA.  The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and all regulations and formal guidance issued thereunder.

ERISA Affiliate.  Any Person which is treated as a single employer with Borrower, the Guarantors or their respective Subsidiaries under §414 of the Code or §4001 of ERISA and any predecessor entity of any of them.

ERISA Reportable Event.  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived or any other event with respect to which Borrower or an ERISA Affiliate could have liability under §4062(e) or §4063 of ERISA.

Event of Default.  See Article X.

Excluded FATCA Tax.  Any tax, assessment or other governmental charge imposed on a Lender under FATCA, to the extent applicable to the transactions contemplated by this Agreement, that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the requirements of FATCA.

Excluded Subsidiary.  Any Subsidiary (a) that either (i) holds title to assets (other than any Unencumbered Pool Asset or any direct or indirect interest in a Person which owns an Unencumbered Pool Asset) that are or are to become collateral for any Secured Debt of such Subsidiary or (ii) owns Equity Interests of another Excluded Subsidiary but has no assets other than such Equity Interests and other assets of nominal value incidental thereto, and (b) that is prohibited from guaranteeing the Indebtedness of any other Person pursuant to (i) any document, instrument, or agreement evidencing such Secured Debt or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of (or pursuant to the terms of) such Secured Debt.  In no event shall the Borrower or any Guarantor be considered to be an Excluded Subsidiary.

FATCA.  Sections 1471 through 1474 of the Internal Revenue Code.

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Federal Funds Effective Rate.  For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”  In the event that the Federal Funds Effective Rate is less than zero, then it shall be deemed to be zero for the purposes of this Agreement.

Fitch.  Fitch, Inc., and any successor thereto.

Funds from Operations.  With respect to any Person for any period, an amount equal to (a) the Net Income (or Loss) of such Person computed in accordance with GAAP, calculated without regard to (i) gains (or losses) from debt restructuring and sales of property during such period, and (ii) charges for impairment of real estate, plus (b) depreciation with respect to such Person’s real estate assets and amortization (other than amortization of deferred financing costs) of such Person for such period, plus (c) non-cash items (other than amortization of deferred financing costs, straight line rent and other above and below market rent adjustments), all after adjustment for unconsolidated partnerships and joint ventures.  Adjustments for Unconsolidated Affiliates will be calculated to reflect funds from operations on the same basis.  Except as provided above, Funds from Operations shall be reported in accordance with NAREIT policies as amended from time to time.

Future Advance Property.  An Unencumbered Pool Asset or Intercompany Loan which otherwise satisfies the requirements of this Agreement to be treated as an Unencumbered Pool Asset or Intercompany Loan, but which provides for the future advance of funds to be used by a Tenant at the related Real Estate, which future advances are detailed in the applicable Unencumbered Pool Documents, or if there are no Unencumbered Pool Documents, in a separate disbursement agreement with the Tenant, and which Future Advance Property satisfies all other requirements of this Agreement (including, without limitation, §7.20(a)(xviii) and §7.22) and is included by Borrower as an Unencumbered Pool Asset or Intercompany Loan.

GAAP.  Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) except as a result of changes permitted in §7.5, consistently applied with past financial statements of the Person adopting the same principles.

Governmental Authority.  Any foreign, federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility (including any supra-national bodies such as the European Union or European Central Bank).

Ground Lease.  An unsubordinated ground lease pursuant to which an Unencumbered Pool Asset Owner leases an Unencumbered Pool Property as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur and containing the following terms and conditions: (a) a remaining term (exclusive of any

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unexercised extension options) of thirty (30) years or more from the date of inclusion of such property in the Unencumbered Pool Assets unless otherwise approved by Agent in writing; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

Guaranteed Pension Plan.  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guarantors.  Collectively, SCA and the Subsidiary Guarantors, and individually any one of them.

Guaranty.  The Unconditional Guaranty of Payment and Performance dated of even date herewith made by SCA and the Subsidiary Guarantors which may hereafter become a party thereto in favor of the Agent and the Lenders, as the same may be modified, amended, restated or ratified.

Hazardous Substances.  Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substance, oil, petroleum and petroleum byproduct, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law.  Without limiting the generality of the foregoing, the term shall mean and include:

(a)           “hazardous substances” as defined under CERCLA;

(b)           “hazardous waste” and “regulated substances” as defined in RCRA and regulations promulgated thereunder;

(c)           “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(d)           “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

Hybrid Lease.  An Unencumbered Pool Property pursuant to which (a) the Hybrid Lease Fee Owner owns fee simple title to the Real Estate, the Tenant owns fee simple title to the Improvements on such Real Estate, and the Hybrid Lease Fee Owner leases such Real Estate to the Tenant, (b) such Tenant is the borrower under a Hybrid Mortgage from Borrower or a Guarantor and which loan is secured by a first-priority mortgage on the Improvements and such Tenant’s interest in the ground lease of such Real Estate, and (c) the Hybrid Lease Fee Owner, if not a Guarantor, is the borrower under a loan from Borrower or a Guarantor and which loan is

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secured by a first-priority mortgage on the Hybrid Lease Fee Owner’s fee interest in the real estate and the lease to the Tenant.

Hybrid Lease Fee Owner.  A Guarantor or a Wholly Owned Subsidiary of Borrower which is structured as a single purpose, bankruptcy remote entity which owns fee simple title to a parcel of Real Estate in connection with a Hybrid Lease.

Hybrid Mortgage.  A first-priority mortgage loan on the Improvements owned by the Tenant of a completed single-tenant commercial real estate property which is operationally essential to such Tenant, which includes, without limitation, such Tenant’s interest in the ground lease of such Real Estate.

Improvements.  All buildings, structures, improvements and fixtures now erected on, attached to, or used or adapted for use in the operation of any Real Estate or Unencumbered Pool Property.

Increase Notice.  See §2.8(a).

Indebtedness.  With respect to a Person, at the time of computation thereof, all of the following (without duplication):  (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than ninety (90) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation (but excluding obligations to purchase Real Estate entered into in the ordinary course of business), repurchase obligation, takeout commitment (excluding commitments to fund construction or purchase real property upon the completion of construction in the ordinary course of business) or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied solely by the issuance of Equity Interests); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a written claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder (unless such liabilities are expressly made non-recourse to such general partner until a written claim is made with respect to any matters for which such general partner may be liable, and then shall be included only to the extent of the amount of such claim), any obligation to supply funds

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to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase Indebtedness, or to assure the owner of Indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; provided, however, that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to the lesser of the fair market value of such property and the amount of the Indebtedness secured; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliates) of any Unconsolidated Affiliate of such Person.  “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board in June of 2001.  For the avoidance of doubt the obligations under any repurchase agreement shall constitute Indebtedness.  All Loans shall constitute Indebtedness of the Borrower.

Information Materials.  See §7.1.

Intercompany Loan.  Each of the loans related to an Unencumbered Pool Property included in the Unencumbered Pool Assets and which is made by Borrower or a Guarantor to a Wholly Owned Subsidiary of Borrower that is structured as a single purpose, bankruptcy remote entity, and which is secured by a first priority mortgage loan on the Unencumbered Pool Property which satisfies the conditions of §7.20 and which such mortgage loans are made pursuant to and are evidenced by Qualifying Intercompany Loan Documents.

Intercompany Revolver.  The unsecured revolving loan agreements between Borrower, as lender, and a Subsidiary of Borrower, as the borrower; provided that the borrower under such Intercompany Revolver shall also be a borrower under an Intercompany Loan and shall not be a Guarantor.

Interest Expense.  On any date of determination, with respect to the Borrower and its Subsidiaries, without duplication, total interest expense accruing or paid on Indebtedness of the Borrower and its Subsidiaries, on a Consolidated basis, during such period (including interest expense attributable to Capital Lease Obligations and amounts attributable to interest incurred under Derivatives Contracts), determined in accordance with GAAP, and including (without duplication) the Equity Percentage of Interest Expense for the Borrower’s Unconsolidated Affiliates.  Interest Expense shall not include non-cash interest expense, but includes capitalized interest not funded under a construction loan by the Borrower.

Interest Payment Date.  As to each Loan, the first (1st) day of each calendar month during the term of such Loan.

Interest Period.  With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one day, or one, two,

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three or six months (in each case, subject to availability) thereafter, and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)            if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;

(ii)           if the Borrower shall fail to give notice as provided in §2.7, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan as a Base Rate Loan on the last day of the then current Interest Period with respect thereto;

(iii)          any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and

(iv)          no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.

Investment Grade Rating.  A Credit Rating from, subject to the terms of the definition of Credit Rating, at least one (1) of the Rating Agencies of BBB- or better by S&P or Fitch or Baa3 or better by Moody’s.

Investments.  With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, (ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms, or (iii) operating Leases (of real or personal property) entered into by such Person in the ordinary course of business as a lessee.  In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) shall be deducted when paid; and (d) the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value thereof.

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Joinder Agreement.  The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.10 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit J.

KeyBank.  As defined in the preamble hereto.

KCM.  KeyBanc Capital Markets Inc. or any successor.

Land Assets.  Land to be developed as a commercial single-tenant income producing property with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months.

Lease.  Each lease entered into between an Unencumbered Pool Asset Owner which owns Real Estate and a Tenant, and each lease from a Hybrid Lease Fee Owner to a Tenant in a Hybrid Lease structure, each as amended or restated.

Lenders.  KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to this Agreement (but not including any participant as described in §13.4).

LIBOR.  For any LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR 01 Page (or any successor service, or if such Person no longer reports such rate as determined by Agent, by another commercially available source providing such quotations approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations.  If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Base Rate Loan.  For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.  Notwithstanding the foregoing, if LIBOR determined pursuant to this definition shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.

LIBOR Business Day.  Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.

LIBOR Lending Office.  Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate Loans.  Those Loans bearing interest calculated by reference to LIBOR.

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Lien.  See §8.3.

Loan Documents.  This Agreement, the Notes, the Guaranty, the Joinder Agreements and all other documents, certificates, requests, reports, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or the Guarantors in connection with the Loans or pursuant to the Loan Documents (excluding any Derivatives Contracts).

Loan Request.  See §2.1(c).

Loan and Loans.  An unsecured individual loan or the aggregate loans, as the case may be, in the maximum principal amount of $100,000,000.00 (subject to increase in §2.8) to be made by the Lenders hereunder.  All Loans shall be made in Dollars.

Majority Lenders.  As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

Master Lease.  A master lease pursuant to which multiple Unencumbered Pool Properties or other parcels of Real Estate are leased.

Master Lease FCCR.  With respect to the fixed charge coverage ratio for the related Unencumbered Pool Properties subject to a Master Lease as of any date of determination, the ratio of (1) the sum of the related Unencumbered Pool Properties’ (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 or corporate overhead fees, and (vi) all operating lease or rent expense (including with respect to any equipment loans) less (vii) all non-recurring income and normalized overhead based on estimated industry standards, for the related fiscal period, to (2) the sum of the related Unencumbered Pool Properties’ (i) total operating lease or rent expense, (ii) interest expense and (iii) scheduled principal payments on indebtedness payable in respect of such Unencumbered Pool Properties or obligor, in each case for the period of determination.

Material Adverse Effect.  A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents; or (d) the rights or remedies of Agent or the Lenders thereunder.

Material Renovation.  Any renovation or improvements (whether separately or as part of an overall plan or similar related renovation or improvements, even if not performed at the same time) which has resulted or is expected to result in a material adverse effect upon, or a complete stoppage for a period of thirty (30) days or more, of the core operating business at the property.

Maturity Date.  April 26, 2021, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.

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Moody’s.  Moody’s Investor Service, Inc., and any successor thereto.

Mortgage Note Receivables.  A mortgage loan on a completed single-tenant commercial real estate property which is operationally essential to such tenant, and which Mortgage Receivable includes, without limitation, the indebtedness secured by a related first priority security instrument.  A Hybrid Lease shall not be considered a Mortgage Note Receivable.

Multiemployer Plan.  Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by Borrower, any Guarantor or any ERISA Affiliate.

NAICS.  The North American Industry Classification System, as published by the Executive Office of the President Office of Management and Budget, United States 2012.

NAICS Industry Group.  Any “Industry Group” as defined by NAICS.

Negative Pledge.  With respect to a given Person, any provisions of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on any assets of such Person as security for Indebtedness of such Person; provided, however, that an agreement that (a) conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum ratio of unsecured debt to unencumbered assets) that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge for purposes of this Agreement; or (b) requires the grant of a Lien to secure Unsecured Debt permitted hereunder of such Person if a Lien is granted to secure the Obligations or other Unsecured Debt permitted hereunder of such Person shall not constitute a “Negative Pledge” for purposes of this Agreement.

Net Income (or Loss).  With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.

Net Offering Proceeds.  The gross cash proceeds received by the Borrower or any of its Subsidiaries as a result of an Equity Offering less the customary and reasonable costs, expenses and discounts paid by the Borrower or such Subsidiary in connection therewith.

Net Operating Income.  For any Unencumbered Pool Asset (other than an Unencumbered Pool Property relating to a Qualifying Note Receivable) and for a period of determination, an amount equal to the sum of (a) Contract Rent for such Unencumbered Pool Property, minus (b) all rents received from tenants or licensees in default of payment or other material obligations under their lease for thirty-two (32) days or more, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding (and that, with respect to tenants in bankruptcy, have not unconditionally and finally affirmed or assumed their lease in such bankruptcy proceeding or the Required Lenders otherwise consent in writing to include such amounts), and minus (c) unless otherwise agreed to by Agent in its sole discretion, if the Lease applicable to such Unencumbered Pool Property is a Double Net Lease, all expenses and costs paid or accrued by Borrower or any of its Subsidiaries

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related to the maintenance, repair, operation or ownership of such Unencumbered Pool Property, plus (d) with respect to a Hybrid Mortgage, the Contract Interest Payments with respect thereto  during such period for the Hybrid Mortgage that is not a Delinquent Loan or a Defaulted Loan.  With respect to a Qualifying Note Receivable, Net Operating Income shall be an amount equal to Contract Interest Payments for such period for such Qualifying Note Receivable that is not a Delinquent Loan or a Defaulted Loan.

Non-Defaulting Lender.  At any time, any Lender that is not a Defaulting Lender at such time.

Non-Recourse Exclusions.  With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (ii) result from intentional mismanagement of or waste at the Real Estate securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Estate securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (v) result from the borrowing Subsidiary and/or its assets becoming the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding.

Non-Recourse Indebtedness.  With respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person.  A loan secured by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities even if such Indebtedness is cross-defaulted and cross-collateralized with the loans to such other Single Asset Entities.

Notes.  The Term Loan Notes.

Notice.  See §14.1.

Obligations.  All indebtedness, obligations and liabilities of the Borrower to any of the Lenders or the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

OFAC.  Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

Off-Balance Sheet Obligations.  Liabilities and obligations of the Borrower or any of its Subsidiaries or any other Person in respect of “off-balance sheet arrangements” (as defined in

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Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which Borrower is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor).

Operating Cash Flow.  For any period of determination, the Net Operating Income from an Unencumbered Pool Asset, annualized.

Outstanding.  With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

Patriot Act.  The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

PBGC.  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Holders.  Oaktree Capital Management, L.P., its Affiliates and their respective managed investment funds.

Permitted Liens.  Liens, security interests and other encumbrances permitted by §8.3.

Permitted Unsecured Debt Restrictions. Restrictions or provisions that are contained in documentation evidencing or governing Unsecured Debt permitted hereunder which restrictions or provisions are the result of (i) limitations on the ability of the Borrower or any Subsidiary thereof to transfer property to the Borrower or any Guarantor on terms similar to §8.16, (ii) limitations on Negative Pledges, or (iii) any requirement that other Unsecured Debt permitted hereunder be secured on an “equal and ratable basis” to the extent that the Obligations are secured.

Person.  Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Plan Assets.  Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

Preferred Distributions.  For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries.  Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

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Preferred Securities.  With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.

Prepayment.  Any voluntary or involuntary payment or prepayment of principal of an Unencumbered Pool Asset or Intercompany Loan, or any other event (including, without limitation, a casualty to or condemnation of an Unencumbered Pool Property) resulting in a prepayment of an Unencumbered Pool Asset or Intercompany Loan, or any other recovery or monetary return by or for Borrower or a Guarantor, whether directly, through a servicer or collateral agent, or otherwise, with respect to an Unencumbered Pool Asset or Intercompany Loan.

Public Lender.  See §7.1.

Qualifying Intercompany Loan Documents.  In order to be Qualifying Intercompany Loan Documents, (a) the Intercompany Loan shall be originated by Borrower or a Guarantor consistent with the terms of this Agreement to SCA, SIC or a Wholly Owned Subsidiary of Borrower which is structured as a single purpose, bankruptcy remote entity; (b) such Intercompany Loan shall have a term (including any extension options) not later than the Maturity Date and the interest rate payable thereunder shall be not less than 6.0% per annum; (c) the Intercompany Loan shall be cross-defaulted to the Loan Documents in a manner acceptable to Agent, and (d) the Intercompany Loan documents shall be in a form approved by Agent.

Qualifying Note Receivable.  A Qualifying Note Receivable shall be either (a) a loan originated and owned by Borrower or a Guarantor to a Person that is not an Affiliate of Borrower that operates a commercial business and with whom Borrower or a Guarantor simultaneously enters into a sale-leaseback transaction, or (b) a loan originated and owned by Borrower or a Guarantor to a Person that is not an Affiliate of Borrower that operates a single-user commercial business from the real estate that is security for such loan, and which loan is secured by a first-priority mortgage in the related real estate and improvements, and which loans are in each case otherwise approved by Agent to be an Unencumbered Pool Asset.  For the avoidance of doubt, a Hybrid Lease shall not constitute a Qualifying Note Receivable.

Rating Agencies.  S&P, Moody’s, Fitch and any substitute rating agency appointed by Borrower and the Agent pursuant to the definition of “Credit Rating”, collectively, and Rating Agency means either S&P, Moody’s, Fitch or such substitute rating agency.

Real Estate.  All real property and related improvements, including, without limitation, the Unencumbered Pool Properties, at the time of determination then owned or leased (as lessee or sublessee) in whole or in part or operated by the Borrower or any of its Subsidiaries, or an Unconsolidated Affiliate of the Borrower and which is located in the United States of America or the District of Columbia, or as provided in §7.20(a)(xxvi), located in Canada.

Record.  The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.

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Recourse Indebtedness.  As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to the Borrower or any of its Subsidiaries.  Recourse Indebtedness shall not include Non-Recourse Indebtedness, but shall include any Non-Recourse Exclusions at such time a written claim is made with respect thereto.

Register.  See §13.2.

REIT Status.  With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code.

Related Fund.  With respect to any Lender which is a fund that invests in loans, any Affiliate of such Lender or any other fund that invests in loans that is managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such investment advisor.

Required Lenders.  As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent (66.7%) of the Total Commitment; provided, that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

Reserve Percentage.  For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other Governmental Authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

Restricted Unencumbered Pool Documents.  Collectively, the Intercompany Loans and the portion of the Hybrid Leases described in clause (c) of the definition of Hybrid Lease included in the Unencumbered Pool Documents, but for the avoidance of doubt, excluding any Lease related to an Intercompany Loan.

Revolving Credit Agreement.  The Credit Agreement dated as of September 19, 2014 among Borrower, KeyBank as Administrative Agent, KeyBank and the other lenders now or hereafter a party thereto, as amended by that certain First Amendment to Credit Agreement and Other Loan Documents dated as of September 22, 2015, as the same may be further amended, restated, consolidated, modified, extended, refinanced, increased or replaced.

Sanctions Laws and Regulations.  Any sanctions, prohibitions or requirements imposed by any executive order or by any sanctions program administered by OFAC.

SCA.  STORE Capital Acquisitions, LLC, a Delaware limited liability company.

SEC.  The United States Securities and Exchange Commission.

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Secured Debt.  With respect to the Borrower or any of its Subsidiaries as of any given date, the aggregate principal amount of all Indebtedness of such Persons on a Consolidated basis outstanding at such date and that is secured in any manner by any Lien.

Securities Act.  The Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

Single Asset Entity.  A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not an Unencumbered Pool Asset Owner or a Guarantor, which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).  In addition, if the assets of a Person that is a bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not an Unencumbered Pool Asset Owner or a Guarantor consist solely of (i) Equity Interests in one or more other Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes hereof.

Single Tenant Limitation.  See §7.20(a)(xix).

S&P.  Standard & Poor’s Ratings Group, and any successor thereto.

State.  A state of the United States of America and the District of Columbia.

SIC.  STORE Investment Corporation, a Delaware corporation.

Subsidiary.  For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.

Subsidiary Guarantors.  The Persons that are a party to the Guaranty (other than SCA) from time to time, including any and all Additional Subsidiary Guarantors.

Syndication Agent.  Wells Fargo Bank, National Association, in its capacity as Syndication Agent.

Tenant.  The tenant of an Unencumbered Pool Property pursuant to a Lease or sub-lease of such Unencumbered Pool Property, together with such tenant’s Affiliates and any guarantor of such tenant’s obligations under such Lease.  A Tenant shall include each tenant under a Hybrid Lease and their sublessees.

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Term Loan or Term Loans.  An individual Term Loan or the aggregate Term Loans, as the case may be, in the maximum principal amount of $100,000,000.00 (subject to increase as provided in §2.8) to be made by the Lenders hereunder as more particularly described in §2.1.

Term Loan Notes.  Promissory notes of the Borrower evidencing a Term Loan as described in §2.1(b).

Titled Agents.  The Arrangers, any syndication or documentation agent, and any arranger or book runner.

Total Commitment.  The sum of the Commitments of the Lenders, as in effect from time to time.  As of the date hereof, the Total Commitment is One Hundred Million and No/100 Dollars ($100,000,000.00).  The Total Commitment may increase in accordance with §2.8.

Triple Net Lease.  A Lease of all of the leasable area of an Unencumbered Pool Property under which the Tenant pays all operating expenses of the property including, without limitation, insurance, taxes, maintenance and capital expenditures relating to such property.

Type.  As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

Unconsolidated Affiliate.  In respect of the Borrower and its Subsidiaries, any Person in whom the Borrower or Subsidiary holds an Investment, which Investment is accounted for in the financial statements of the Borrower and its Subsidiaries on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries if such financial statements were prepared in accordance with the full consolidation method of GAAP as of such date.

Unencumbered Pool Appraised Value Limit.  The Unencumbered Pool Appraised Value Limit for Unencumbered Pool Property included in the Unencumbered Pool Assets shall be the amount which is the sum of (a) the Appraised Values of each Unencumbered Pool Property as most recently determined under §5.9 or §9.1(l), as applicable, plus (b) the sum of the amounts funded by the Borrower or a Guarantor pursuant to or with respect to a Future Advance Property permitted by this Agreement subsequent to the date of the most recent Appraisal in the foregoing clause (a) and not contemplated or reflected in the Appraised Value.

Unencumbered Pool Asset Owner.  With respect to:

(a)each Unencumbered Pool Property that is not subject to a Qualifying Note Receivable or Hybrid Lease, a Guarantor or a Wholly Owned Subsidiary of Borrower that is structured as a single purpose, bankruptcy remote entity;

(b)each Unencumbered Pool Property that is subject to a Qualifying Note Receivable, the borrower or maker of such loan approved by Agent or the Borrower or Guarantor which is the holder of such loan, as the context permits or requires; and

(c)each Hybrid Lease, collectively, the Hybrid Lease Fee Owner and the Tenant which is the owner of the related Improvements.

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Unencumbered Pool Asset Schedule.  The list of Unencumbered Pool Assets delivered by Borrower to the Agent in the form of, and containing the information required by, Schedule 10.

Unencumbered Pool Assets.  Collectively, Unencumbered Pool Properties, Hybrid Leases and Qualifying Note Receivables which satisfy all conditions set forth in §7.20(a) to be included in the calculation of Unencumbered Pool Availability and which are included in the calculation of the Unencumbered Pool Availability pursuant to §7.20, minus any Unencumbered Pool Properties, Hybrid Leases and Qualifying Note Receivables subsequently removed pursuant to §7.20(b), (c) and (d) of this Agreement. The initial Unencumbered Pool Assets are described in Schedule 1.2 hereto.

Unencumbered Pool Availability.  Subject to the other terms of this definition, the amount which is the sum of:

(a)with respect to each Qualifying Note Receivable, an amount equal to the outstanding principal balance of such Qualifying Note Receivable multiplied by the Advance Percentage; plus

(b)with respect to Unencumbered Pool Properties that are not subject to a Qualifying Note Receivable and are not Hybrid Leases, the lowest of (i) the sum of (A) the Unencumbered Pool Appraised Value Limit for such Unencumbered Pool Properties for which there is an Appraisal multiplied by the Advance Percentage, plus (B) the undepreciated book value of such Unencumbered Pool Properties for which there is no Appraisal as determined in accordance with GAAP multiplied by the Advance Percentage, and (ii) the Debt Service Coverage Amount for such Unencumbered Pool Properties; plus

(c)for Unencumbered Pool Properties that are Hybrid Leases and are not subject to a Qualifying Note Receivable, the lowest of (i) the sum of (A) the Unencumbered Pool Appraised Value Limit for such Unencumbered Pool Properties for which there is an Appraisal (excluding the Improvements) multiplied by the Advance Percentage, plus, (B)(1) the sum of (x) the undepreciated book value of such Unencumbered Pool Properties for which there is no Appraisal (excluding the Improvements) as determined in accordance with GAAP, plus (y) the outstanding principal balance of the Hybrid Mortgages, multiplied by (2) the Advance Percentage, and (ii) the Debt Service Coverage Amount for such Unencumbered Pool Properties.

Notwithstanding anything herein to the contrary, in the event that any Unencumbered Pool Asset or Intercompany Loan, as applicable, shall be a Delinquent Loan or a Defaulted Loan then the book value of the related Unencumbered Pool Property, the Unencumbered Pool Appraised Value Limit, Operating Cash Flow and principal balance with respect thereto shall be deemed to be zero, such that such Unencumbered Pool Asset, Operating Cash Flow and principal balance thereof as applicable, shall contribute $0 to the Unencumbered Pool Availability.  In no event shall the amount attributable to the Unencumbered Pool Availability from any Unencumbered Pool Property subject to an Intercompany Loan, Hybrid Lease or Qualifying Note Receivable  exceed the outstanding principal balance of such Unencumbered Pool Asset or Intercompany Loan, as applicable.

Unencumbered Pool Certificate.  See §7.1(d).

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Unencumbered Pool Documents.  Originals of all documents, instruments, agreements, assignments and certificates, including without limitation, any and all loan or credit agreements, notes, allonges or endorsements, master loan agreements, mortgages, assignments of leases and rents, security agreements, pledge agreements, assignments of contracts, environmental indemnities, guaranties, mortgagee’s title insurance policies, opinions of counsel, evidences of authorization or incumbency, escrow instructions and UCC-1 financing statements, evidencing, securing or otherwise relating to an Intercompany Loan, Hybrid Lease or Qualifying Note Receivable with respect to an Unencumbered Pool Asset, as the same may be amended or otherwise modified from time to time in accordance with this Agreement.  Without limiting the foregoing, the Unencumbered Pool Documents shall include each of the foregoing unless otherwise approved by Agent.

Unencumbered Pool Property or Unencumbered Pool Properties.  At the time of determination, the Real Estate satisfying the terms of §7.20 owned or leased pursuant to a Ground Lease, by an Unencumbered Pool Asset Owner (and Hybrid Lease Fee Owner, as applicable), and collectively, all of them.  In the case of a Hybrid Lease, the Unencumbered Pool Property shall include the fee ownership or ground lease interest in the land and the Improvements secured by the Hybrid Mortgage.

Unencumbered Pool Qualification Documents.  See Schedule 1.3 attached hereto.

Unit-Level FCCR.  With respect to the fixed charge coverage ratio for any Unencumbered Pool Property as of any date of determination, the ratio of (1) the sum of the unit’s (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 or corporate overhead fees, and (vi) all operating lease or rent expense (including with respect to any equipment loans) less (vii) all non-recurring income and normalized overhead based on estimated industry standards for the related fiscal period, to (2) the sum of the unit’s (i) total operating lease or rent expense, (ii) interest expense and (iii) scheduled principal payments on indebtedness payable in respect of the unit or obligor, in each case for the period of determination.

Unsecured Debt.  Indebtedness of the Borrower and its Subsidiaries outstanding at any time which is not Secured Debt.

UPREIT Structure.  See §7.23.

Weighted Average Aggregate FCCR.  The fixed charge coverage ratio calculated by weighting Unit-Level FCCR or Master Lease FCCR, as applicable, by the Unencumbered Pool Appraised Value Limit of the related Unencumbered Pool Property (or if there is no Appraisal for such Unencumbered Pool Property, then by the undepreciated book value of such Unencumbered Pool Property determined in accordance with GAAP).

Wholly Owned Subsidiary.  As to the Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by the Borrower.

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§1.2Rules of Interpretation.

(a)A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(b)The singular includes the plural and the plural includes the singular.

(c)A reference to any law includes any amendment or modification of such law.

(d)A reference to any Person includes its permitted successors and permitted assigns.

(e)Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.

(f)The words “include”, “includes” and “including” are not limiting.

(g)The words “approval” and “approved”, as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.

(h)All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein.

(i)Reference to a particular “§”, refers to that section of this Agreement unless otherwise indicated.

(j)The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

(k)In the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to §7.5 which would materially affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Majority Lenders in their good faith judgment.  Until such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Majority Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

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(l)Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of a Borrower or any of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof

(m)To the extent that any of the representations and warranties contained in this Agreement or any other Loan Document are qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in §2.8(d)(iii), §7.20(a)(xxv)(C), §9.1(h) and §9.2(b) shall not apply solely with respect to any such representations and warranties.

(n)Any Tenant that is not operating from an Unencumbered Pool Property as permitted by §7.20(a)(xviii)(B) shall be excluded from the calculation of the covenant set forth in §8.1(e) until such time as the first to occur of (i) the date that the applicable Tenant commences any operations from the applicable Unencumbered Pool Property, and (ii) the date that is thirty (30) days after the issuance of any certificate of occupancy for the applicable Unencumbered Pool Property after substantial completion of the applicable construction described in §7.20(a)(xviii)(B).

ARTICLE II
THE CREDIT FACILITY

§2.1Term Loans.

(a)Making of Term Loans.  Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower, and the Borrower shall borrow, on the Closing Date such Lender’s Commitment.  The Term Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage.  Each request for a Term Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §9.1 and §9.2 have been satisfied on the date of such request.  The Agent may assume that the conditions in §9.1 and §9.2 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfied.  No Lender shall have any obligation to make Term Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its Term Loan Note.

(b)Term Loan Notes.  The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the “Term Loan Notes”), dated of even date with this Agreement (except as otherwise provided in §13.3) and completed with appropriate insertions.  One Term Loan Note shall be payable to each

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Lender in the principal amount equal to such Lender’s Commitment or, if less, the outstanding amount of all Term Loans made by such Lender, plus interest accrued thereon, as set forth below.  The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Term Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Term Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.

(c)Requests for Term Loans.  Except with respect to the initial Term Loan on the Closing Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit D hereto (or telephonic notice confirmed in writing in the form of Exhibit D hereto) of each Term Loan requested hereunder (a “Loan Request”) by 2:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans.  Each such notice shall specify with respect to the requested Term Loan the proposed principal amount of such Term Loan, the Type of Term Loan, the initial Interest Period (if applicable) for such Term Loan and the Drawdown Date.  Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §7.19) and (ii) a certification by the chief financial officer or chief accounting officer of the Borrower that no Default or Event of Default has occurred and is continuing after giving effect to such Term Loan.  Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof.  Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Term Loan requested from the Lenders on the proposed Drawdown Date.  Nothing herein shall prevent the Borrower from seeking recourse against any Lender that fails to advance its proportionate share of a requested Term Loan as required by this Agreement.

(d)Funding of Term Loans.  Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Term Loans, each of the applicable Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans.  Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §9.1 and §9.2 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Term Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office.  The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the Term Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans.

(e)Assumptions Regarding Funding by Lenders.  Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not

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make available to Agent such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance.  If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent.  The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.

(f)Minimum Amount of Loan Requests.  The initial disbursement of the Term Loan shall be for the Total Commitment, and any subsequent disbursements shall be in such amount as is determined pursuant to §2.8; there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time.

§2.2[Intentionally Omitted.].

§2.3Rates and Payment of Interest on Loans.

(a)Interest Rates.  The Borrower promises to pay the Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender at the following per annum rates:

(i)Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and to but excluding the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans.

(ii)Each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof to but excluding the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin for LIBOR Rate Loans.

(iii)Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §2.7.

(b)Payment of Interest.  All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) monthly in arrears on the Interest Payment Date with respect thereto, commencing with the first Interest Payment Date occurring after the Closing Date and (ii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise).  Interest payable at the Default Rate shall be payable from time to time on demand.  All determinations by the Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

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(c)Additional Interest.  If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §10.2, or if the Borrower fails to draw down on the first day of the applicable Interest Period any amount as to which Borrower has elected a LIBOR Rate Loan, the Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs.  The Borrower understands, agrees and acknowledges the following:  (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) the Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs.  The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.

(d)Default Rate.  Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable on demand at a rate per annum equal to the sum of the Base Rate plus the Applicable Margin for Base Rate Loans plus two percent (2.0%) (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment), or if such amount shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.

§2.4Repayment of Principal.

(a)Stated Maturity.  The Borrower promises to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon.

(b)Mandatory Prepayments.  If at any time the sum of the aggregate outstanding principal amount of the Term Loans exceeds the Unencumbered Pool Availability minus the outstanding principal amount of the Unsecured Debt, then the Borrower shall, within five (5) Business Days of such occurrence, pay the amount of such excess either, at the Borrower’s sole discretion, to reduce any such Unsecured Debt (and Borrower shall provide to Agent evidence reasonably satisfactory to Agent thereof within such five (5) Business Day period) or to the Agent for the respective accounts of the Lenders for application to the Term Loans as provided in §2.4(d), together with any additional amounts payable pursuant to §2.3(c).

(c)Optional Prepayments.

(i)The Borrower shall have the right, at its election, to prepay the outstanding amount of the Term Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this §2.4(c) is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §2.3(c).

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(ii)The Borrower shall give the Agent, no later than 1:00 p.m. (Cleveland time) at least three (3) days prior written notice of any prepayment of any LIBOR Rate Loans pursuant to this §2.4(c) and at least one (1) day’s prior written notice of any prepayment of any Base Rate Loans pursuant to this §2.4(c), in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).

(d)Partial Prepayments.  Each partial prepayment of the Loans under §2.4(c) shall be in a minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment.  Each partial payment under §2.4(b) and §2.4(c) shall be, in the absence of instruction by the Borrower, applied first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans.

(e)Effect of Prepayments.  Amounts of the Term Loans prepaid under §2.4(b) and §2.4(c) may not be reborrowed.

§2.5[Intentionally Omitted.].

§2.6Other Fees.  The Borrower agrees to pay to KeyBank, Syndication Agent, Agent and Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to the Agreement Regarding Fees.  All such fees shall be fully earned when paid and nonrefundable under any circumstances.

§2.7Conversion Options.

(a)Conversion of Loans.  The Borrower may elect from time to time to convert any of its outstanding Term Loans to a Term Loan of another Type and such Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing.  All or any part of the outstanding Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00.  On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be.  Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.

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(b)Continuation.  Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §2.7; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default.

(c)Automatic Conversion of LIBOR Rate Loans.  In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted at the end of the applicable Interest Period to a Base Rate Loan.

§2.8Increase in Total Commitment.

(a)Borrower’s Option to Increase Total Commitment.  Subject to the terms and conditions set forth in this §2.8, the Borrower shall have the option at any time and from time to time prior to the Maturity Date to request an increase in the Total Commitment to not more than $300,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof.  Upon receipt of any Increase Notice, the Agent shall consult with the Arrangers and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in addition to the fees to be paid pursuant to the Agreement Regarding Fees.  If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto.  Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice.  If the requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arrangers shall determine, subject to the consent of the Borrower (such consent not to be unreasonably withheld).  If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arrangers, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arrangers, and the Borrower) to become a Lender and provide an additional Commitment.  The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”).  In no event shall any Lender be obligated to provide an additional Commitment.

(b)Funding of Commitment Increase.  If a new Lender becomes a party to this Agreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or

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increases its Commitment, in the case of an existing Lender) make Term Loans to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of an existing Lender) by making available to the Agent at the Agent’s Head Office, in immediately available funds, in the aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of an existing Lender).  Subject to the satisfaction of the conditions set forth in this §2.8 and §§9.1 and 9.2, the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower.

(c)Issuance of New Notes.  Upon the effective date of each increase in the Total Commitment pursuant to this §2.8, the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Lender’s Term Loan Note shall equal its Commitment.  The Agent shall deliver such replacement Term Loan Note to the respective Lenders in exchange for the Term Loan Notes replaced thereby which shall be surrendered by such Lenders.  Such new Term Loan Notes shall provide that they are replacements for the surrendered Term Loan Notes and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Term Loan Notes.  In connection with the issuance of any new Term Loan Notes pursuant to this §2.8(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Term Loan Notes, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing of this Agreement. The surrendered Term Loan Notes shall be canceled and returned to the Borrower.

(d)Conditions Precedent to Increase Total Commitments.  Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase the Total Commitment pursuant to this §2.8 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:

(i)Payment of Activation Fee.  The Borrower shall pay (A) to the Agent and the Arrangers those fees described in and contemplated by the Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to the Arrangers such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances.  The Arrangers shall pay to the Lenders acquiring the increased Commitment certain fees pursuant to their separate agreement; and

(ii)No Default.  On the date such increase becomes effective, both immediately before and immediately after the Total Commitment is increased, there shall exist no Default or Event of Default; and

(iii)Representations True.  The representations and warranties made by the Borrower and the Guarantors in the Loan Documents shall be true and correct in all material respects on the date the Total Commitment is increased, both immediately before and

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immediately after the Total Commitment is increased, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and

(iv)Additional Documents and Expenses.  The Borrower and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion (including, without limitation, in the case of the Borrower, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase) and the Borrower shall pay the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such increase; and

(v)Other.  The Borrower and the Guarantors shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.

§2.9[Intentionally Omitted].

§2.10[Intentionally Omitted].

ARTICLE III
[INTENTIONALLY OMITTED]

ARTICLE IV
CHANGE IN CIRCUMSTANCES; YIELD PROTECTION

§4.1Change in Capital Adequacy Regulations.  If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding liquidity or capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make Loans hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof.  The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof.  In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender.  For purposes of §4.1 and §4.2, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, publications, orders,

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guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.

§4.2Additional Costs, Etc.  Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:

(a)subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or

(b)materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or

(c)impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

(d)impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is:

(i)to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender’s Commitment, or

(ii)to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans, or

(iii)to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder,

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then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent accompanied by reasonable evidence of the occurrence of the applicable event described in clauses (i), (ii) or (iii) above at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.  Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

§4.3Lender’s Suspension of LIBOR Rate Loans.  In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders.  In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.

§4.4Illegality.  Notwithstanding any other provisions herein, if, on or after the date hereof, any Lender shall reasonably determine that any Change in Law shall make it unlawful, or any central bank or other Governmental Authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law.  Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder.

§4.5Breakage Costs.  The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement.

§4.6Certain Provisions Relating to Increased Costs; Affected Lenders.  If a Lender gives notice of the existence of the circumstances set forth in §4.2 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §5.1(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to

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such Lender under this Agreement), §4.1 or §4.2, then, upon request of the Borrower, such Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by the Borrower under the foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; the Borrower agreeing to pay all reasonably incurred costs and expenses incurred by such Lender in connection with any such action.  Notwithstanding anything to the contrary contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender has given notice of the existence of the circumstances set forth in §4.2 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or more of the provisions of §5.1(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.1 or §4.2 and following the request of the Borrower has been unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”), then, within thirty (30) days after such notice or request for payment or compensation, the Borrower shall have the one-time right as to such Affected Lender, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender within thirty (30) days of receipt of such notice, to elect to cause the Affected Lender to transfer its Commitment (provided further that Borrower shall not have the rights set forth in this §4.6 as to Affected Lenders if the Affected Lenders constitute Majority Lenders).  The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Affected Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent).  In the event that the Lenders do not elect to acquire all of the Affected Lender’s Commitment, then the Agent shall at Borrower’s sole cost and expense endeavor to obtain a new Lender to acquire such remaining Commitment.  Upon any such purchase of the Commitment of the Affected Lender, the Affected Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Affected Lender shall at the sole cost and expense of Borrower promptly execute all documents reasonably requested to surrender and transfer such interest in accordance with §13.1.  The purchase price for the Affected Lender’s Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Affected Lender including principal, prepayment premium or fee, and all accrued and unpaid interest or fees (some of which may be paid by the Borrower, as determined by the Borrower and the replacement Lender).

§4.7Certificate; Delay in Requests.  A certificate setting forth any amounts payable pursuant to §2.3(c), §2.4(d), §4.1, §4.2 or §4.5 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of manifest error, and shall be promptly provided to the Borrower upon their written request.  Failure or delay on the part of any Lender to demand compensation pursuant to §4.1 or §4.2 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender pursuant to §4.1 or §4.2 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender, as the case may be, notifies the Borrower of event giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that if the event giving rise to such increased costs or reductions is

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retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).

ARTICLE V
PAYMENTS AND CERTAIN OTHER GENERAL PROVISIONS

§5.1Payments by Borrower.

(a)General.  All payments of principal, interest, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds.  Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.

(b)No Offset.  All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than income or franchise taxes imposed on any Lender and any Excluded FATCA Tax), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding.  If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Borrower.  If any such Lender, to the extent it may lawfully do so, fails to deliver the above forms or other documentation, then the Agent may withhold from any payments to be made to such Lender under any of the Loan Documents such amounts as are required by the Code.  If any Governmental Authority asserts that the Agent or Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent and/or Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent or by the Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) under this section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent and Borrower (as to Borrower, with respect to Excluded FATCA Taxes only).  The obligation of the Lenders under this section shall survive the termination of the Commitments, repayment of all Obligations and all the resignation or replacement of the Agent.  Without limitation of §5.1(b), if a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting and document provision requirements of FATCA (including those contained in

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Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by either, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower and/or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.  The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under any other Loan Document.

§5.2Taxes; Foreign Lenders.  Each Lender organized under the laws of a jurisdiction outside the United States (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and Agent with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of  (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under §5.1(b).  In the event that the Borrower shall have delivered the certificates or vouchers described above for any payments made by the Borrower and such Lender receives a refund of any taxes paid by the Borrower pursuant to §5.1(b), such Lender will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund.

§5.3Obligations Absolute and Unconditional.  The obligations of the Borrower to the Lenders under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other Person, whether in connection with this Agreement, any other Loan Document, or any unrelated transaction; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (iv) the occurrence of any Default or Event of Default; and (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

§5.4Computations.  All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year (or in the case of Base Rate Loans, based on a 365/366-day year, as applicable) and paid for the actual number of days elapsed.  Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension.  The Outstanding

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Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error.

§5.5Usury; Limitations on Interest.  Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law.  If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded to the Borrower.  All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.  This Section shall control all Loan Documents between or among the Borrower, the Guarantors, the Lenders and the Agent.

§5.6Unsecured Obligations.  The Lenders have agreed to make the Loans to the Borrower for the account of Borrower and its Subsidiaries on an unsecured basis.  Notwithstanding the foregoing, the Obligations shall be guaranteed pursuant to the terms of the Guaranty.

§5.7Defaulting Lenders.

(a)General.  If for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Required Lenders, Majority Lenders, all affected Lenders or all of the Lenders, shall be suspended during the pendency of such failure or refusal.  If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted

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amount and any related interest.  Any amounts received by the Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §5.7(d).

(b)Right of Non-Defaulting Lenders to Acquire Interest.  Any Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s Commitments.  Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender.  If more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s Commitments in proportion to the Commitments of the other Lenders exercising such right.  If after such 5th Business Day, the Lenders have not elected to purchase all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default or Event of Default exists) or the Majority Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §13.1 for the purchase price provided for below.  No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee.  Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §13.1 have been satisfied, the Defaulting Lender’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement.  The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees.  Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §5.7(d).

(c)[Intentionally Omitted.]

(d)Application of Payments.  Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Lender pursuant to Article XI), shall be applied at such time or times as may be determined by the Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, [reserved]; third, [reserved]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, [reserved]; sixth, to the payment of any amounts owing to the Agent or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its

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obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Loans were made at a time when the conditions set forth in §9.1 and §9.2, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis until such time as all Loans are held by the Lenders pro rata in accordance with their Commitment Percentages, prior to being applied to the payment of any Loans of, such Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this §5.7(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement.

(e)[Intentionally Omitted.]

(f)[Intentionally Omitted.]

(g)[Intentionally Omitted.]

(h)[Intentionally Omitted.]

(i)Termination of Defaulting Lender Status.  If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

§5.8[Intentionally Omitted.].

§5.9Appraisals.

(a)Obtaining of Appraisals.  The Agent (or another Lender designated by Agent) may obtain new Appraisals or an update to existing Appraisals with respect to the Unencumbered Pool Properties, or any of them, for which an Appraisal has been delivered or is required to be delivered pursuant to §7.20(a)(xxiii) of this Agreement as the Agent shall determine (i) at any time following a Default or Event of Default, or (ii) if the Agent reasonably believes that there has been a material adverse change or deterioration with respect to any Unencumbered Pool Property; provided that Agent shall give Borrower fifteen (15) days prior

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notice of its intent to obtain Appraisals pursuant to §5.9(a)(ii) with respect to any Unencumbered Pool Property, and Agent shall not order, or request that another Lender order, such Appraisals if Borrower shall remove such Unencumbered Pool Properties from the calculation of Unencumbered Pool Availability prior to the expiration of such 15-day period.  In addition, Borrower shall at all times have Appraisals of not less than seventy percent (70%) by value of the Real Estate included in the calculation of Consolidated Total Adjusted Asset Value.  The Agent may obtain new Appraisals or updates to existing Appraisals with respect to any of such Real Estate included in the calculation of Consolidated Total Adjusted Asset Value if the Agent reasonably believes that a Material Adverse Effect has occurred.  The expense of such Appraisals and/or updates performed pursuant to this §5.9(a) shall be borne by the Borrower and payable to Agent within fifteen (15) days of demand; provided (i) the Agent’s right to obtain an Appraisal of any Unencumbered Pool Property under this §5.9(a) shall not be duplicative of any right of the agent under the Revolving Credit Agreement to obtain an Appraisal of such Unencumbered Pool Property due to the occurrence of the same event (or the occurrence of a “Default” or “Event of Default” or “Material Adverse Effect” under the Revolving Credit Agreement due to the same underlying condition) to the extent that the agent under the Revolving Credit Agreement has ordered such Appraisal and provided that the Agent shall have substantially simultaneous access to and may rely upon such Appraisal) and (ii) the Borrower shall not be obligated to pay for an Appraisal of an Unencumbered Pool Property or other Real Estate obtained pursuant to this §5.9(a) (or to the extent that the agent under the Revolving Credit Agreement has ordered such Appraisal and provided that Agent shall have substantially simultaneous access to and may rely upon such Appraisals, §5.9(a) of the Revolving Credit Agreement (or any similar provision thereof)) more often than once in any period of twelve (12) months.

(b)No Representation Regarding Appraisals.  The Borrower acknowledges that the Agent has the right to approve any Appraisal performed pursuant to this Agreement and ordered by Agent pursuant to §5.9(a).  The Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the subject of such Appraisal given by the local tax assessor’s office, or the Borrower’s idea of the value of such property.

§5.10Additional Subsidiary Guarantors.  In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower that is not subject to an Intercompany Loan be included as an Unencumbered Pool Property, or that a Qualifying Note Receivable or Hybrid Lease owned by a Wholly Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, or that Real Estate that is subject to an Intercompany Loan which loan is owned by a Wholly Owned Subsidiary of Borrower be included as an Unencumbered Pool Property, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly Owned Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder.  Each such Subsidiary that becomes a Subsidiary Guarantor shall not be restricted by its respective organizational documents and applicable law from serving as a Guarantor hereunder.  The Borrower shall further cause all representations, covenants and agreements in

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the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary that is an Unencumbered Pool Asset Owner or owner of an Intercompany Loan.  In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.  Each Guarantor shall be organized under the laws of a State within the United States and shall have its principal place of business in the United States, except that a Guarantor which owns an Unencumbered Pool Property in Canada may be organized under the laws of a Canadian province.  In the event that a Guarantor is organized under the laws of a Canadian province, Borrower shall, as a condition to such Person becoming a Guarantor, cause such Guarantor to enter into such additional agreements as Agent may reasonably require as a result of such Guarantor not being organized under the laws of a State within the United States.

§5.11Release of a Subsidiary Guarantor.  The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (a) no Default or Event of Default shall then be in existence or would occur as a result of such release or the removal of the Real Estate referred to in clause (c) below; (b) the Agent shall have received such written request at least five (5) Business Days prior to the requested date of release; and (c) any and all Unencumbered Pool Assets owned or leased by such Subsidiary Guarantor or Unencumbered Pool Properties subject to an Intercompany Loan held by such Subsidiary Guarantor shall be removed from the Unencumbered Pool Assets in accordance with §7.20.  Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (as of the date of the effectiveness of such request) are true and correct with respect to such request.  Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty.  Notwithstanding the foregoing, the foregoing provisions shall not apply to SCA, which may only be released upon the written approval of Agent and all of the Lenders or the termination of this Agreement.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agent and the Lenders as follows:

§6.1Corporate Authority, Etc.

(a)Incorporation; Good Standing.  Borrower is a Maryland corporation duly organized pursuant to articles of incorporation filed with the Maryland Department of Assessments and Taxation, and is validly existing and in good standing under the laws of Maryland.  Borrower conducts its business in a manner which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, §856 of the Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder.  The Borrower (i) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and (ii) is in good standing and is duly authorized to do business in the jurisdiction of its organization and in each other jurisdiction where a failure to

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be so qualified in such other jurisdiction could reasonably be expected to have a Material Adverse Effect.

(b)Subsidiaries.  Each of the Guarantors and the other Subsidiaries of the Borrower (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its jurisdiction of organization and is validly existing and in good standing (to the extent applicable under the laws of such jurisdiction) under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where it is organized and where an Unencumbered Pool Property owned or leased by it is located, and in each other jurisdiction where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

(c)Authorization.  The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, any Guarantor or any Subsidiary of Borrower is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under (x) any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or (y) any agreement or other instrument binding upon, such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not, as of the date of execution and delivery thereof, require the approval or consent of any Person other than those already obtained and delivered to Agent.

§6.2Enforceability.  This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and the Guarantors, and this Agreement and the other Loan Documents to which the Borrower, any Guarantor or any Subsidiary of Borrower is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’  rights and general principles of equity.

§6.3Governmental Approvals.  The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, any Guarantor or any Subsidiary of Borrower is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained.

§6.4Title to Properties.  Except as indicated on Schedule 6.4 hereto, as of the date hereof, the Borrower and its Subsidiaries own or lease all of the assets reflected in the consolidated balance sheet of Borrower as of December 31, 2015 or acquired or leased since that

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date (except property and assets sold or otherwise disposed of in the ordinary course since that date) subject to no rights of others, including any mortgages, leases pursuant to which the Borrower or any of its Subsidiaries or any of their respective Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

§6.5Financial Statements.  The Borrower has furnished to Agent:  (a) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2013, December 31, 2014, and December 31, 2015, and the related consolidated statement of income and cash flow for the period ended December 31, 2015, each certified by the chief financial officer or chief accounting officer of Borrower, (b) an unaudited statement of EBITDA and Operating Cash Flow for the period ended December 31, 2015 reasonably satisfactory in form to the Agent and certified by the chief financial officer or chief accounting officer of Borrower as fairly presenting the EBITDA and Operating Cash Flow for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors, the Unencumbered Pool Assets and the Intercompany Loans.  The balance sheet and statements referred to in clause (a) have been prepared in accordance with generally accepted accounting principles (except as to the absence of footnotes in quarterly statements), the statements of EBITDA and Operating Cash Flow have been calculated in accordance with the definitions thereof, and such financial statements fairly present the consolidated financial condition of Borrower and its Subsidiaries as of such dates and the consolidated results of the operations of Borrower and its Subsidiaries for such periods.  There were no liabilities, contingent or otherwise, of Borrower or any of its Subsidiaries as of the date thereof involving material amounts not disclosed in said financial statements and the related notes thereto.

§6.6No Material Changes.  Since December 31, 2015 or the date of the most recent financial statements delivered pursuant to §7.1(a), as applicable, there has occurred no materially adverse change in the financial condition or business of the Borrower and its Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of Borrower as of December 31, 2015, or its consolidated statement of income or cash flows for the twelve months then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Effect.  As of the date hereof, except as set forth on Schedule 6.6 hereto, there has occurred no materially adverse change in the financial condition, operations or business activities of the Borrower, its Subsidiaries or any of the Unencumbered Pool Assets from the condition shown on the statements of income delivered to the Agent pursuant to §6.5 other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business, operation or financial condition of Borrower and its Subsidiaries, considered as a whole, or of any of the Unencumbered Pool Assets.

§6.7Franchises, Patents, Copyrights, Etc.  The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others, except as could not reasonably be expected to have a Material Adverse Effect.

§6.8Litigation.  Except as stated on Schedule 6.8, as of the date hereof, there are no actions, suits, proceedings or investigations of any kind pending or to the knowledge of the

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Borrower threatened against the Borrower, any Guarantor or any of their respective Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, or which if adversely determined could reasonably be expected to have a Material Adverse Effect.  Except as set forth on Schedule 6.8, as of the date hereof, there are no judgments, final orders or awards outstanding against or affecting the Borrower, any Guarantor any of their respective Subsidiaries or any Unencumbered Pool Assets or Intercompany Loans, individually or in the aggregate, in excess of $5,000,000.00, or against or affecting the Unencumbered Pool Property.  No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.

§6.9No Material Adverse Contracts, Etc.  None of the Borrower, the Guarantors or any of their respective Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect.

§6.10Compliance with Other Instruments, Laws, Etc.  None of the Borrower, the Guarantors or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

§6.11Tax Status.  Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except for such taxes as are being contested in accordance with the terms of §7.8, and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  Except as set forth on Schedule 6.11(a), as of the date hereof, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers or partners of such Person know of no basis for any such claim.  Except as set forth on Schedule 6.11(a), as of the date hereof, there are no audits pending or to the knowledge of the Borrower or the Guarantors threatened with respect to any tax returns filed by the Borrower, any Guarantor or any of their respective Subsidiaries.  The taxpayer identification numbers for Borrower and the Guarantors (as of the date of this Agreement) are set forth on Schedule 6.11(b) hereto.

§6.12No Event of Default.  No Default or Event of Default has occurred and is continuing.

§6.13Investment Company Act.  None of the Borrower, the Guarantors or any of their respective Subsidiaries is an “investment company”, or an “affiliated company” or a “principal

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underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

§6.14Ownership of Guarantors.  Each Guarantor is a Wholly Owned Subsidiary of Borrower, and Borrower controls all decisions of each Guarantor.

§6.15Certain Transactions.  Except as disclosed on Schedule 6.15 hereto, none of the partners, officers, trustees, managers, members, directors, or employees of the Borrower, the Guarantors or any of their respective Subsidiaries is a party to any transaction with the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates (other than for services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, which are on terms less favorable to the Borrower, any Guarantor or any of their respective Subsidiaries than those that would be obtained in a comparable arm’s-length transaction.

§6.16Employee Benefit Plans.  The Borrower, the Guarantors and each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan.  Neither the Borrower, the Guarantors nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under §412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under §4007 of ERISA.  None of the assets of the Borrower or any of its Subsidiaries, including, without limitation, any Unencumbered Pool Asset or any Intercompany Loan, constitutes a “plan asset” of any Employee Plan, Multiemployer Plan or Guaranteed Pension Plan.

§6.17Disclosure.  All of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and the Borrower has not failed to disclose such information as is necessary to make such representations and warranties not misleading.  All written information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries as supplemented to date and taken as a whole, is and, when delivered, will be true and correct in all material respects and, as supplemented to date, does not, and when delivered will not, contain any untrue statement of a material fact or omit to state a material fact necessary

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to make the statements contained therein not misleading.  The written information, reports and other papers and data with respect to the Borrower, the Guarantors, any Subsidiary, the Unencumbered Pool Assets, the Intercompany Loans and the Unencumbered Pool Documents (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental reports prepared by third parties or legal conclusions or analysis provided by the Borrower’s and Guarantors’ counsel (although the Borrower and Guarantors have no reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) and (b) budgets, projections and other forward-looking speculative information prepared in good faith by the Borrower and the Guarantors (except to the extent the related assumptions were when made manifestly unreasonable).

§6.18Regulations T, U and X.  No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R.  Parts 220, 221 and 224.  None of the Borrower nor the Guarantors is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224.

§6.19Subsidiaries; Organizational Structure.  Schedule 6.19(a) sets forth, as of the date hereof, all of the Subsidiaries of Borrower, the form and jurisdiction of organization of each of the Subsidiaries, and Borrower’s direct and indirect ownership interests therein.  Schedule 6.19(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of Borrower and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, Borrower’s or its Subsidiary’s ownership interest therein and the other owners of the applicable Unconsolidated Affiliate.  No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.19(a) and 6.19(b) except as set forth on such Schedules.

§6.20Brokers.  Neither the Borrower, any Guarantor nor any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.

§6.21Other Debt.  As of the date of this Agreement, (a) neither the Borrower, any Guarantor nor any of their respective Subsidiaries is in default of (i) the payment of any Indebtedness, the performance of any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party, and (b) no Indebtedness of the Borrower, any Guarantor or any of their respective Subsidiaries has been accelerated nor has Borrower, any Guarantor or any of their respective Subsidiaries been asked to repurchase any assets.  Neither the Borrower nor any Guarantor is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time or

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payment of any of the Obligations to any other indebtedness or obligation of the Borrower or a Guarantor.  Schedule 6.21 hereto sets forth all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the Borrower, the Guarantors or any of their respective Subsidiaries or their respective properties and entered into by the Borrower, the Guarantors and/or such Subsidiary as of the date of this Agreement with respect to any Indebtedness of the Borrower, the Guarantors or any Subsidiary in an amount greater than $1,000,000.00, and the Borrower has provided the Agent with such true, correct and complete copies thereof as Agent has requested.

§6.22Solvency.  As of the date of this Agreement and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower, any Guarantor nor any of their respective Subsidiaries is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower, each Guarantor, and each such Subsidiary is able to pay its debts as they become due, and the Borrower, each Guarantor, and each such Subsidiary has sufficient capital to carry on its business.

§6.23No Bankruptcy Filing.  Neither the Borrower, any Guarantor nor any of their respective Subsidiaries (which as to such Subsidiaries, the filing of a petition would give rise to a Default or Event of Default under §10.1(f) or (g)) is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or for the liquidation of its assets or property, and the Borrower and the Guarantors have no knowledge of any Person contemplating the filing of any such petition against it.

§6.24No Fraudulent Intent.  Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by the Borrower, the Guarantors or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity to which any of such Persons is now or will hereafter become indebted.

§6.25OFAC; Anti-Corruption.  Neither the Borrower nor any Guarantor (i) is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism and all other Sanctions Laws and Regulations), or other governmental action or (ii) is engaged (or will engage) in any dealings or transactions or otherwise be associated with such persons (any such Person, a “Designated Person”).  In addition, the Borrower hereby agrees to provide to the Lenders any additional information that a Lender reasonably deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities.  Neither Borrower, any Guarantor, nor any Subsidiary, director or officer of Borrower or Guarantor or, to the knowledge of Borrower, any Affiliate, agent or employee of Borrower or any Guarantor, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction, including without limitation, any Sanctions Laws and Regulations.

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§6.26Origination and Acquisition of Unencumbered Pool Assets and Intercompany Loans.  The Unencumbered Pool Assets and Intercompany Loans were originated or purchased, as applicable, by Borrower or one of its Subsidiaries, as applicable, and the origination, acquisition and collection practices used by Borrower and its Subsidiaries, as applicable, with respect to the Unencumbered Pool Assets and Intercompany Loans have been, in all material respects, conducted in compliance with all applicable laws, and to the Borrower’s belief, proper, prudent and customary in the franchise or commercial, as applicable, mortgage loan and real estate investment origination business.  The servicing of each of the Unencumbered Pool Assets and Intercompany Loans has been, in all material respects, conducted in compliance with all applicable laws, and to the Borrower’s belief, proper, prudent and customary in the commercial mortgage loan and real estate investment, as applicable, servicing business.

§6.27[Intentionally Omitted.].

§6.28No Liens.  Each Unencumbered Pool Asset Owner is and will be the lawful sole owner and beneficiary of its Unencumbered Pool Asset and the related Unencumbered Pool Documents, if applicable, which are consistent with the requirements of §7.20 free, clear and discharged of and from all Liens (other than Liens permitted by §8.3(i)(A), (iv), (vii), (ix), (xi) and (xii)).  The Unencumbered Pool Documents have been delivered to and are being held by the Borrower or a Guarantor or a custodian acting on their behalf.  The applicable Guarantor is and will be the lawful sole owner of the Unencumbered Pool Properties that are not subject to Intercompany Loans or Hybrid Leases free, clear and discharged of and from all Liens except as permitted by §7.20(a)(ii).

§6.29Unencumbered Pool Assets and Intercompany Loans.

(a)The Unencumbered Pool Documents are in the form approved by Agent to the extent required by this Agreement and there have been no amendments, modifications or waivers to such documents except as permitted under §8.14.  Borrower and the applicable Guarantor have performed all of their respective obligations under the Unencumbered Pool Documents, and none of the Unencumbered Pool Documents are Delinquent Loans or Defaulted Loans.

(b)Borrower hereby makes each and every representation and warranty in Schedules 6.29, 6.30, 6.31 and 6.32 attached hereto.

§6.30REIT Status.  The Borrower qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Code to allow the Borrower to maintain status as a REIT.

§6.31Unencumbered Pool Assets.  The Unencumbered Pool Asset Schedule (as amended from time to time in accordance with this Agreement) is a correct and complete list of all Unencumbered Pool Assets.  Each of the Unencumbered Pool Assets, Intercompany Loans and Unencumbered Pool Documents included by the Borrower in the calculation of the compliance of the covenants set forth in §8.1(a), satisfies all of the requirements contained in this Agreement for the same to be included therein.

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§6.32Contribution Agreement.  The Contribution Agreement constitutes the valid and legally binding obligations of the parties thereto enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

§6.33Transaction in Best Interests of Borrower and Guarantors; Consideration.  The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of the Borrower and each of the Guarantors.  The direct and indirect benefits to inure to the Borrower and the Guarantors pursuant to this Agreement and the other Loan Documents constitute at least “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair consideration,” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower and the Guarantors pursuant to this Agreement and the other Loan Documents, and but for the willingness of each Guarantor to be a guarantor of the Obligations, the Borrower would be unable to obtain the financing contemplated hereunder which financing will enable the Borrower, the Guarantors and their respective Subsidiaries to have available financing to conduct and expand their business.  The Borrower and each of the Guarantors further acknowledge and agree that the Borrower and the Guarantors constitute a single integrated and common enterprise and that each receives a benefit from the availability of credit under this Agreement for so long as such Guarantor is a party to the Guaranty.

ARTICLE VII
AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

§7.1Financial Reporting.  The Borrower shall furnish to the Agent and the Lenders:

(a)(i) within fifteen (15) days of the filing of Borrower’s Form 10-K with the SEC, if applicable, but in any event not later than ninety (90) days after the end of each calendar year, the audited consolidated balance sheet of Borrower and its Subsidiaries at the end of such year, and the related audited consolidated statements of income, changes in capital and cash flows for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or chief accounting officer of Borrower, on its behalf, that the information contained in such financial statements fairly presents the financial position of Borrower and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a nationally recognized accounting firm (other than a qualification, if applicable, as to going concern status due to the impending maturity of the Obligations within twelve (12) months), and (ii) within a reasonable period of time following request therefor, any other information the Lenders may reasonably request to complete a financial analysis of Borrower and its Subsidiaries;

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(b)within fifteen (15) days of the filing of Borrower’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five (45) days after the end of each of the first three calendar quarters of each year, copies of the unaudited consolidated balance sheet of Borrower and its Subsidiaries, at the end of such quarter, and the related unaudited consolidated statements of income and cash flows for the portion of Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (provided that such statements need not include footnotes and other presentation items), together with a certification by the chief financial officer or chief accounting officer of Borrower, on its behalf, that the information contained in such financial statements fairly presents the financial position of Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments);

(c)simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of Borrower, on its behalf, in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §8.1 and the other covenants described in such certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP effective since the Balance Sheet Date.  The Compliance Certificate shall be accompanied by copies of the statement of Funds from Operations and Operating Cash Flow for such calendar quarter, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, and a listing of the Appraised Values of not less than seventy percent (70%) by value of the Real Estate included in the calculation of Consolidated Total Adjusted Asset Value, together with a certification by the chief financial officer, chief accounting officer or applicable Executive Vice President of Borrower, on its behalf, that the information contained in such statement fairly presents the Funds from Operations and Operating Cash Flow for such periods and such Appraised Values.  In addition, the Compliance Certificate shall be accompanied by the stratification table report prepared by Borrower grouping its properties and loans by geographic region and concept in substantially the form attached hereto as Exhibit H-1;

(d)simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, an Unencumbered Pool Certificate in the form of Exhibit E attached hereto (an “Unencumbered Pool Certificate”) pursuant to which the Borrower shall calculate the amount of the Unencumbered Pool Appraised Value Limit and the Unencumbered Pool Availability as of the end of the immediately preceding calendar quarter;

(e)simultaneously with the delivery of the financial statements referred to in subsection (a) above, the statement of all contingent liabilities involving amounts of $5,000,000.00 or more of the Borrower, the Guarantors and their respective Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit);

(f)simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) the Unencumbered Pool Asset Schedule, which shall show the calculation of the covenant in §7.20(a)(xix), and (ii) the Unit-Level FCCR or Master Lease

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FCCR of each Unencumbered Pool Property together with a certification by the chief financial officer, the chief accounting officer or the applicable Executive Vice President of the Borrower, on its behalf, that the Borrower, subject to §8.1(e)(iv), has received the applicable financial statements from the Tenants sufficient to permit the calculation of Unit-Level FCCR and Master Lease FCCR, as applicable, and that the calculation of the Unit-Level FCCR or Master Lease FCCR of each Unencumbered Pool Property is true and correct based on statements provided by the Tenant of such Unencumbered Pool Property;

(g)if a schedule of the information described in this subsection (g) reasonably acceptable to Agent is not included in the financial statements referred to in subsections (a) and (b) above, simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement listing the Real Estate owned by the Borrower, the Guarantors and their respective Subsidiaries (or in which the Borrower, the Guarantors or any of their respective Subsidiaries owns an interest) and stating the location (city and state) thereof, and the acquisition cost and the Appraised Value if an Appraisal is available or required under this Agreement;

(h)if a schedule of the information described in this subsection (h) reasonably acceptable to the Agent is not included in the financial statements referred to in subsections (a) and (b) above, then simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement listing the Indebtedness of the Borrower, the Guarantors and their respective Subsidiaries (excluding Indebtedness of the type described in §8.2(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the original lender, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse Indebtedness or Non-Recourse Indebtedness;

(i)simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, quarterly portfolio performance data with respect to the Unencumbered Pool Assets and associated collateral, including, without limitation, outstanding principal balances, any outstanding delinquencies or defaults, amounts remaining to be funded with respect to Future Advance Properties and the estimated date of the completion, and Prepayments in whole or Prepayments in part;

(j)promptly following Agent’s request, after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantors;

(k)promptly upon the filing hereof, copies of any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements and reports which the Borrower shall file with the SEC, if any;

(l)notice of any audits pending or threatened in writing where the amount involved exceeds $1,000,000 with respect to any tax returns filed by the Borrower or the Guarantors promptly following notice of such audit;

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(m)promptly upon receipt thereof, copies of any and all notices of default under any loan document securing or evidencing a mortgage loan made to the Borrower or any of its Subsidiaries secured by a Lien on Real Estate, if such mortgage loan (i) constitutes Recourse Indebtedness, (ii) constitutes Indebtedness and individually or in the aggregate has an outstanding principal balance in excess of $5,000,000.00, or (iii) has been accelerated;

(n)within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion individually or in the aggregate in excess of $5,000,000.00; and

(o)from time to time such other financial data and information in the possession of the Borrower, the Guarantors or any of their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower, any Guarantor or any of their respective Subsidiaries and any settlement discussions relating thereto (to the extent that disclosure of any such letters, litigation or investigation status or settlement discussions would not waive any applicable privilege), property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower, any Guarantor or any of their respective Subsidiaries) as the Agent, or a Lender through the Agent, may reasonably request.

The Borrower shall cooperate with the Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower.  Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.”  Any material to be delivered pursuant to this §7.1 may be delivered electronically directly to Agent and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof.  Upon the request of Agent, the Borrower shall deliver paper copies thereof to Agent and the Lenders.  The Borrower and the Guarantors authorize Agent and Arrangers to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Guarantors release Agent, the Arrangers and the Lenders from any liability in connection therewith.  Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities.  The Borrower hereby agrees that it will identify that portion of the Information Materials that may be distributed to the Public Lenders and that (i) all such Information Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arrangers to treat such Information Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries, its Affiliates or their respective securities for purposes of United

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States Federal and state securities laws (provided, however, that to the extent such Information Materials constitute confidential information, they shall be treated as provided in §14.18); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of any electronic dissemination system designated “Public Investor” or a similar designation; and (iv) the Agent and the Arrangers shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any electronic dissemination system not designated “Public Investor” or a similar designation.

§7.2Other Information.

(a)Defaults.  The Borrower will promptly upon becoming aware of same notify the Agent in writing of the occurrence of any Default or Event of Default, which notice shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of default”.  If any Person shall give any notice to the Borrower or a Guarantor of the existence of a claimed default or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any Guarantor or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Agent and each of the Lenders, describing the notice or action and the nature of the claimed default.

(b)Environmental Events.  The Borrower will give notice to the Agent within ten (10) Business Days of becoming aware of (i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) an Unencumbered Pool Property, or (B) any other Real Estate and could reasonably be expected to have a Material Adverse Effect.

(c)Notification of Claims Against Unencumbered Pool Assets.  The Borrower will give notice to the Agent in writing within ten (10) Business Days of becoming aware of any material setoff, claims, withholdings or other defenses to which any of the Unencumbered Pool Assets or Intercompany Loans are subject.

(d)Notice of Litigation and Judgments.  The Borrower will give notice to the Agent in writing within ten (10) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower, any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries that could either reasonably be expected to cause a Default or could reasonably be expected to have a

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Material Adverse Effect and stating the nature and status of such litigation or proceedings.  The Borrower will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower, any Guarantor or any of their respective Subsidiaries in an amount in excess of $5,000,000.00.

(e)ERISA.  The Borrower will give notice to the Agent within ten (10) Business Days after the Borrower, any Guarantor or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan.

(f)Defaults; Material Adverse Effects.  Borrower shall give notice to the Agent (i) within ten (10) Business Days of Borrower or any Guarantor becoming aware of any monetary default or delinquency in an amount equal to or greater than ten percent (10%) of the aggregate rent and interest payable with respect to the Unencumbered Pool Assets, and (ii) within ten (10) Business Days of Borrower becoming aware of any Material Adverse Effect or any event or change in circumstances which should reasonably be expected to have a Material Adverse Effect.

(g)Notification of Lenders.  Within five (5) Business Days after receiving any notice under this §7.2, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.

(h)Credit Rating.  Borrower shall deliver to Agent, promptly upon becoming aware thereof, notice of a change in the Credit Rating given by a Rating Agency or any announcement that any rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency.

§7.3Punctual Payment.  The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan Documents.

§7.4Maintenance of Office.  The Borrower and the Guarantors will maintain their chief executive office at 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, or at such other place in the United States of America as the Borrower or the Guarantors shall designate upon thirty (30) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrower and the Guarantors in respect of the Loan Documents may be given or made.

§7.5Records and Accounts.  The Borrower and the Guarantors will (a) keep, and cause each of its Subsidiaries to keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts

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and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of its Subsidiaries, contingencies and other reserves.  Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall, without the prior written consent of the Agent, (x) except as may be required by GAAP or other regulation or regulatory agency, make any material change to the accounting policies/principles used by such Person in preparing the financial statements and other information described in §6.5 or §7.1, or (y) change its fiscal year.  Agent and the Lenders acknowledge that Borrower’s fiscal year is a calendar year.

§7.6Existence; Maintenance of Properties.

(a)Except as permitted by §8.6(iii), the Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation or formation.  The Borrower and the Guarantors will preserve and keep in full force all of their respective rights and franchises and those of their Subsidiaries, the preservation of which is necessary to the conduct of their business and the failure to have which could reasonably be expected to have a Material Adverse Effect.  Borrower shall at all times comply with all requirements and applicable laws and regulations necessary to maintain REIT Status and shall continue to receive REIT Status.  The Borrower shall at all times cause its common shares to be listed and traded on the New York Stock Exchange or another national exchange reasonably approved by Agent.

(b)The Borrower and the Guarantors (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted), and (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, except in the case of either (i) and (ii) as they relate to properties that are not Unencumbered Pool Properties, where such failure would not have a Material Adverse Effect.

§7.7Insurance.  The Borrower and the Guarantors and their respective Subsidiaries will, at their expense, procure and maintain insurance covering the Borrower, the Guarantors and their respective Subsidiaries and the Real Estate in such amounts and against such risks and casualties as are customary for properties of similar character and location, due regard being given to the insurance maintained by the Tenant and the type of improvements on the properties, their construction, location, use and occupancy.

§7.8Taxes; Liens.  The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Unencumbered Pool Properties or the other Real Estate, sales and activities, or any part thereof, or upon the income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or other Liens affecting any of the Unencumbered Pool Assets or other property of the Borrower and the Guarantors or their respective Subsidiaries (in each case, other than Liens permitted under this Agreement) and all non-governmental assessments, levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions or otherwise, water

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and sewer rents, charges and assessments on any water stock, utility charges and assessments and owner association dues, fees and levies, provided that any such tax, assessment, charge or levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof with respect to such property and the Borrower, such Guarantor or applicable Subsidiary shall not be subject to any fine, suspension or loss of privileges or rights by reason of such proceeding, neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture, loss or suspension of operation by reason of such proceeding and the Borrower, such Guarantor or any such Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, the Borrower, such Guarantor or any such Subsidiary either (i) will provide a bond issued by a surety reasonably acceptable to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge or levy.

§7.9Inspection of Properties and Books.  The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to the extent provided for below) and upon reasonable prior notice, to visit and inspect any of the Unencumbered Pool Properties of the Borrower, the Guarantors or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the books of account of the Borrower, the Guarantors and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Guarantors and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period.  The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of such Persons.

§7.10Compliance with Laws, Contracts, Licenses, and Permits.  The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, comply in all respects with (i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all truth in lending, real estate settlement procedures and Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i), (iii), (iv) or (v) could not reasonably be expected to result in a Material Adverse Effect.  If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, the Guarantors or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, the Guarantors or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof.  The Borrower shall develop and

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implement such programs, policies and procedures as are necessary to comply with the Patriot Act.

§7.11Further Assurances.  The Borrower and the Guarantors will and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.

§7.12[Intentionally Omitted.].

§7.13Business Operations.  The Borrower, the Guarantors and their respective Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now conducted and in compliance with the terms and conditions of this Agreement and the Loan Documents.  The Borrower and the Guarantors will not, and will not permit any Subsidiary to, directly or indirectly, engage in any line of business other than financing, acquiring, leasing, selling, servicing, developing or exchanging interests in commercial real estate or interests in entities that own, develop, manage or operate commercial real estate.

§7.14Distributions of Income to Borrower.  The Borrower shall cause all of its Subsidiaries (subject to applicable law, the terms of any loan documents under which such Subsidiary is the borrower, and the terms of any organizational documents of a joint venture with a Person that is not an Affiliate of Borrower entered into in the ordinary course of business) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, capital improvements and leasing commissions for such quarter and (b) the establishment of reasonable reserves for the payment of operating expenses not paid on at least a quarterly basis and capital improvements and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of its business consistent with its past practices.

§7.15Plan Assets.  The Borrower, the Guarantors and each of their respective Subsidiaries will do, or cause to be done, all things necessary to ensure that none of its assets will be deemed to be Plan Assets at any time.

§7.16Servicing.  Borrower shall service and collect, or shall cause the Unencumbered Pool Assets and the Intercompany Loans, to be serviced and collected, in all material respects in a legal, proper, prudent and customary manner.  Neither Agent nor any Lender shall be responsible for the servicing, administration, enforcement or collection of any Unencumbered Pool Asset or Intercompany Loan.

§7.17Maintenance of Property; Insurance.  Borrower shall keep or cause the related operator of the Unencumbered Pool Properties to keep the related Unencumbered Pool Property

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in good working order and condition.  Borrower shall maintain or cause the related mortgagor under an Unencumbered Pool Asset or Intercompany Loan or Tenant under a Lease as operator of the Unencumbered Pool Property to maintain the insurance in form and amount as required under the related Unencumbered Pool Documents or other documents evidencing or securing such Unencumbered Pool Asset, Intercompany Loan or Lease of such Unencumbered Pool Property and shall not reduce such coverage without the written consent of Agent, and shall also maintain or cause the Tenant under the terms of the Lease to maintain such insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities.

§7.18Breach of Representations and Warranties.  Upon discovery by Borrower of any breach of any representation or warranty listed in Article VI (including those set forth in Schedules 6.29, 6.30, 6.31 or 6.32), the Borrower shall promptly give notice of such discovery to the Agent.

§7.19Use of Proceeds.  The Borrower will use the proceeds of the Loans solely (a) for the payment of closing costs in connection with this Agreement, (b) to finance capital expenditures and the repayment of Debt of the Borrower and its Subsidiaries, and (c) to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries.

§7.20Unencumbered Pool Asset Eligibility.

(a)Borrower shall cause the Real Estate and related Hybrid Leases and Qualifying Note Receivables, as applicable, included in the Unencumbered Pool Assets and the calculation of the Unencumbered Pool Availability and included as Unencumbered Pool Assets, and any related Intercompany Loans, to at all times satisfy all of the following conditions:

(i)the Unencumbered Pool Property shall be:

(A)located within the 50 States of the United States or the District of Columbia or, subject to the limitation in §7.20(a)(xxvi), Canada, and improved by a completed and operating commercial income-producing property 100% leased to a single Tenant pursuant to a Triple Net Lease or a Double Net Lease (provided that a separate lease at such Real Estate for ancillary space such as a billboard or cellphone tower shall not cause such Real Estate to not be considered 100% leased to a single Tenant, provided further that any revenue from such ancillary lease shall not be included in Net Operating Income);

(B)owned one hundred percent (100%) in fee simple or leased under a Ground Lease by an Unencumbered Pool Asset Owner that is either (1) the borrower under a Qualifying Note Receivable, and such borrower’s Real Estate is security for a Qualifying Note Receivable pursuant to the applicable Unencumbered Pool Documents, (2) a Hybrid Lease Fee Owner and the Tenant which is the owner of the related Improvements and such Persons’ Real Estate (unless the Hybrid Lease Fee Owner is a Guarantor) and Improvements are security for a Hybrid Lease pursuant to the applicable Unencumbered Pool Documents, (3) a Wholly

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Owned Subsidiary of the Borrower which is structured as a single purpose, bankruptcy remote entity and such Person’s Real Estate is security for an Intercompany Loan pursuant to the applicable Unencumbered Pool Documents, or (4) a Guarantor if such Unencumbered Pool Property is not subject to an Intercompany Loan, a Qualifying Note Receivable or a Hybrid Lease; and

(C)the Borrower shall own, directly or indirectly, free of any Lien (other than Liens for taxes permitted by §8.3(i)(A) and Liens permitted by §8.3(vii) and (xii) and customary restrictions on direct or indirect transfers of equity interests in Unencumbered Pool Asset Owners included in the Unencumbered Pool Documents), one hundred percent (100%) of the economic, voting and beneficial interest of each Unencumbered Pool Asset Owner and shall control all decisions of such Persons (other than (1) the Tenant that owns the Improvements under a Hybrid Mortgage and (2) a borrower under a Qualifying Note Receivable);

(ii)such Unencumbered Pool Property shall be free and clear of all Liens other than the Liens for taxes permitted in §§8.3(i)(A) and Liens permitted by §§8.3(iv), (vii), (ix) (xi) and (xii) and the applicable Intercompany Loan, Qualifying Note Receivable or Hybrid Lease, if any, and such Real Estate shall not have applicable to it any Negative Pledge, and Borrower directly, or indirectly through a Subsidiary, shall have the right to sell, transfer or otherwise dispose of the applicable Intercompany Loan, Qualifying Note Receivable or Hybrid Lease, if any, and such Real Estate without the need to obtain the consent of any Person (provided that restrictions on transfer of assets similar to those contained in this Agreement that are no more restrictive than such restrictions shall not be considered a restriction on the Borrower’s ability to transfer property for the purposes of this §7.20(a)(ii)); provided that the limitations in this §7.20(a)(ii) with respect to restrictions on sale, transfer, mortgage or assignment shall not apply to any agreement evidencing other Unsecured Debt of the Borrower or its Subsidiaries permitted by this Agreement which requires the use of the Intercompany Loan, Qualifying Note Receivable, Hybrid Lease and such Real Estate as an unencumbered pool for other Unsecured Debt and which contains financial covenants of a similar type to those in §8.1(a) of this Agreement;

(iii)none of the Unencumbered Pool Property shall have any material environmental, structural, title or other defects and shall not be subject to any condemnation proceeding, that in any event would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property;

(iv)except pursuant to or with respect to a Future Advance Property permitted by this Agreement, such Unencumbered Pool Property is not subject to any ground-up construction or Material Renovation; provided that Real Estate that is undergoing capital improvements by the Tenant which is not being financed through a loan that is an Unencumbered Pool Asset or Intercompany Loan (or otherwise directly or indirectly by Borrower or a Guarantor) which does not constitute ground-up construction or a Material Renovation and to which the Tenant assumes the role of primary builder and is liable for the cost thereof (including any cost overruns) shall be permitted;

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(v)each of the representations and warranties with respect to such Unencumbered Pool Asset and Intercompany Loan (including without limitation those set forth in Schedules 6.29, 6.30, 6.31 and 6.32) shall be true and correct;

(vi)no interest in any Unencumbered Pool Document shall have been assigned to any Person (other than an assignment to Borrower or a Guarantor and which assignment does not violate any other provision of this Agreement or cause a representation to be untrue or incorrect) or pledged to any Person;

(vii)the Unencumbered Pool Documents shall be owned one hundred percent (100%) by the Borrower or a Guarantor free and clear of all participation interests, Liens or other interests (other than Liens for taxes permitted by §8.3(i)(A) and Liens permitted by §8.3(vii) and (xii)), shall be held by the Borrower or Guarantor or a custodian acting solely on their behalf, as applicable, with respect to such Unencumbered Pool Documents and the Borrower or Guarantor shall be the sole beneficiary under the Unencumbered Pool Documents for such Unencumbered Pool Asset or Intercompany Loan;

(viii)the Unencumbered Pool Documents for Intercompany Loans shall be Qualifying Intercompany Loan Documents, and for Qualifying Note Receivables of the type described in clause (a) of the definition thereof and Hybrid Leases shall be in form and substance satisfactory to Agent, and none of such documents shall secure any note or other indebtedness that is not included in the Unencumbered Pool Assets or that is not pursuant to an Intercompany Loan that is only secured by Unencumbered Pool Properties.  All advances under any master loan agreement included in the Unencumbered Pool Assets or that is pursuant to an Intercompany Loan that is secured by Unencumbered Pool Properties shall be made pursuant to the related master note (which is included in the Unencumbered Pool Assets or is such Intercompany Loan) and not pursuant to any other supplemental or separate note;

(ix)the Unencumbered Pool Asset and Intercompany Loan, as applicable, shall not be a Defaulted Loan or a Delinquent Loan;

(x)the original principal balance of an Intercompany Loan and Hybrid Lease shall be for 100% of the Appraised Value of the underlying Real Estate, or if there is no Appraisal of such Real Estate, 100% of the undepreciated book value (or contract price if the book value is not yet available) of the applicable Real Estate (or if such Real Estate is owned by SIC, at least fifty percent (50%) of the Appraised Value of the underlying Real Estate (or if there is no Appraisal of such Real Estate, at least fifty percent (50%) of the undepreciated book value (or contract price if the book value is not yet available) of the applicable Real Estate)), and there shall have been no Prepayment in whole or in part of the related Intercompany Loan or Hybrid Lease;

(xi)the Unencumbered Pool Asset Owner that is a Subsidiary of Borrower shall have no Indebtedness other than the applicable Intercompany Loan, Qualifying Note Receivable or Hybrid Lease, other Indebtedness applicable to the Real Estate and permitted under §8.2(b), (c), or (e) provided that if such Subsidiary is also a Guarantor, such Guarantor shall have no Indebtedness other than Indebtedness permitted under the last paragraph of §8.2, and Indebtedness under the Intercompany Revolver provided that such Unencumbered Pool

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Asset Owner which is the borrower under the Intercompany Revolver is also a borrower under an Intercompany Loan and is not a Guarantor, and the aggregate Indebtedness under the Intercompany Loan and Intercompany Revolver does not exceed the acquisition cost and expenses of the Real Estate owned by such Unencumbered Pool Asset Owner;

(xii)if an Unencumbered Pool Asset or Intercompany Loan is owned or leased by a Guarantor, (A) the only assets of such Guarantor (other than SCA) shall be Unencumbered Pool Assets included in the calculation of the Unencumbered Pool Availability or such Intercompany Loan, and (B) the Borrower shall own, directly or indirectly, free of any Lien (other than Liens for taxes permitted by §8.3(i)(A), Liens permitted by §§8.3(vii) and (xii) and customary restrictions on the transfer of equity interests in an Unencumbered Pool Asset Owner contained in Unencumbered Pool Documents), one hundred percent (100%) of the legal, equitable, economic, voting and beneficial interest of such Guarantor and shall control, directly or indirectly, all decisions of such Guarantor;

(xiii)[Intentionally Omitted];

(xiv)with respect to any Unencumbered Pool Property owned or leased by a Guarantor, such Guarantor shall have no Indebtedness other than Indebtedness pursuant to the Loan Documents and other Indebtedness specifically permitted by §8.2;

(xv)the Unencumbered Pool Asset, Intercompany Loan and Unencumbered Pool Documents shall satisfy each other condition in this Agreement and the other Loan Documents applicable thereto;

(xvi)the Unencumbered Pool Availability attributable to Unencumbered Pool Properties subject to Qualifying Note Receivables shall not exceed an amount equal to the greater of (A) ten percent (10%) of the Total Commitment and (B) ten percent (10%) of the Unencumbered Pool Availability (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (xvi) shall not result in any Unencumbered Pool Properties subject to Qualifying Note Receivables not being included in the calculation of Unencumbered Pool Availability, but any such Unencumbered Pool Availability in excess of such limitation shall be excluded for purposes of calculating Unencumbered Pool Availability);

(xvii)such Unencumbered Pool Asset, has not been removed from the calculation of the Unencumbered Pool Availability pursuant to §7.20(b), (c) or (d); and

(xviii)the aggregate amount to be funded under or with respect to the Future Advance Properties included in the Unencumbered Pool Assets (A) in which the applicable tenant continues normal business operations and which does not involve ground-up construction shall not at any time exceed an amount equal to the greater of (1) twenty percent (20%) of the Total Commitment and (2) twenty percent (20%) of the Unencumbered Pool Availability, and (B) attributable to Unencumbered Pool Properties which involve ground-up construction at the Unencumbered Pool Property and the Tenant is not operating its business from such Unencumbered Pool Property but is still paying rent shall not exceed an amount equal to the greater of ten percent (10%) of the Total Commitment and (2) ten percent (10%) of the Unencumbered Pool Availability; provided, however, that the aggregate amount to be funded

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under clauses (A) and (B) above shall in no event in the aggregate exceed an amount equal to the greater of (x) twenty percent (20%) of the Total Commitment and (y) twenty percent (20%) of the Unencumbered Pool Availability;

(xix)the Unencumbered Pool Availability attributable to any Unencumbered Pool Assets occupied by any single tenant or any group of Affiliates thereof shall not exceed an amount equal to the greater of (A) twenty percent (20%) of the Total Commitment and (B) twenty percent (20%) of the Unencumbered Pool Availability (such applicable amount, the “Single Tenant Limitation”); provided that a single tenant may exceed the Single Tenant Limitation one time for a period not exceeding two (2) consecutive calendar quarters; provided further that a failure to satisfy the requirements of this clause (xix) shall not result in any Unencumbered Pool Asset not being included in the calculation of Unencumbered Pool Availability, but any value or income or other payments accounting for more than the applicable Single Tenant Limitation shall be excluded for purposes of calculating Unencumbered Pool Availability, and the Appraised Value and book value of the related Unencumbered Pool Asset and the Operating Cash Flow corresponding thereto shall be similarly excluded;

(xx)the Unencumbered Pool Availability attributable to the Real Estate associated with any Unencumbered Pool Assets located in any single State of the United States or the District of Columbia shall not exceed an amount equal to the greater of (A) thirty percent (30%) of the Total Commitment and (B) thirty percent (30%) of the Unencumbered Pool Availability (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (xx) shall not result in any Unencumbered Pool Asset not being included in the calculation of Unencumbered Pool Availability, but any such Unencumbered Pool Availability in excess of such limitation shall be excluded for purposes of calculating Unencumbered Pool Availability, and the book value and Appraised Value of such Real Estate and the Operating Cash Flow corresponding thereto shall be similarly excluded);

(xxi)there shall be at all times at least thirty-five (35) Unencumbered Pool Properties included in the calculation of the Unencumbered Pool Availability, and all the Unencumbered Pool Properties taken collectively will at all times have an aggregate Appraised Value or undepreciated book value (minus any writedowns or impairments), whichever is lower (provided that if no Appraisal is required under this Agreement with respect to such Unencumbered Pool Property, the book value shall be used), of not less than $300,000,000.00;

(xxii)the Unencumbered Pool Availability attributable to Unencumbered Pool Properties which have Tenants of the applicable real estate whose business is classified within the same NAICS Industry Group shall not exceed an amount equal to the greater of (A) thirty percent (30%) of the Total Commitment and (B) thirty percent (30%) of the Unencumbered Pool Availability; provided that the foregoing limit shall not apply to Tenants whose business is classified in NAICS Industry Group 7225 (Restaurants and Other Eating Places) (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (xxii) shall not result in any Unencumbered Pool Asset not being included in the calculation of Unencumbered Pool Availability, but any such Unencumbered Pool Availability in excess of such limitation shall be excluded for purposes of calculating Unencumbered Pool Availability, and the book value and Appraised Value of the Unencumbered Pool Property and the Operating Cash Flow corresponding thereto shall be similarly excluded);

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(xxiii)Agent shall have received Appraisals of the Unencumbered Pool Properties contributing not less than seventy percent (70%) of the Unencumbered Pool Availability;

(xxiv)the Unencumbered Pool Availability attributable to Unencumbered Pool Assets owned by SIC that are subject to an Intercompany Loan or Hybrid Lease shall not exceed an amount equal to twenty percent (20%) of the Total Commitment (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (xxiv) shall not result in any Unencumbered Pool Asset not being included in the calculation of Unencumbered Pool Availability, but any such Unencumbered Pool Availability in excess of such limit shall be excluded for purposes of calculating Unencumbered Pool Availability, and the book value and Appraised Value of such Real Estate and the Operating Cash Flow corresponding thereto shall be similarly excluded);

(xxv)The Borrower shall have delivered to the Agent an Unencumbered Pool Asset Schedule including the Unencumbered Pool Asset in the calculation of Unencumbered Pool Availability and the following conditions precedent shall be satisfied:

(A)prior to or contemporaneously with such addition, Borrower shall have submitted to Agent an Unencumbered Pool Certificate, both adjusted to give effect to such addition (but as to the Compliance Certificate, with only the covenants in §8.1(a) and §8.1(e) prepared on a pro forma basis), shall certify that the Unencumbered Pool Asset satisfies all conditions and requirements of this Agreement to be included in the calculation of Unencumbered Pool Availability, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist (including, without limitation, with respect to the covenants in this §7.20 and in §8.1);

(B)the Borrower and Guarantors, as applicable, shall have executed and delivered to the Agent all Unencumbered Pool Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent;

(C)after giving effect to the inclusion of such Unencumbered Pool Asset, each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents, or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects as of the time of the addition of such Unencumbered Pool Asset in the Unencumbered Pool Assets, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing (including, without limitation, any Default under §7.20, §8.1(a) or §8.1(e)), and the Agent shall have received a certificate of the Borrower to such effect; and

(D)with respect to Real Estate subject to a Qualifying Note Receivable of the type described in clause (a) of the definition thereof, the Agent shall have

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approved such Qualifying Note Receivable for inclusion in the calculation of Unencumbered Pool Availability.  The Agent may condition such approval on the execution and delivery by Borrower of such supplemental representations, warranties and covenants relating to such Qualifying Note Receivable as may be required by the Agent; and

(xxvi)the Unencumbered Pool Availability attributable to Unencumbered Pool Properties that are located in Canada shall not exceed an amount equal to the greater of (A) five percent (5%) of the Total Commitment and (B) five percent (5%) of Unencumbered Pool Availability (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (xxvi) shall not result in any Unencumbered Pool Asset not being included in the calculation of Unencumbered Pool Availability, but any such Unencumbered Pool Availability in excess of such limitation shall be excluded for purposes of calculating Unencumbered Pool Availability, and the book value and Appraised Value of the Unencumbered Pool Property and the Operating Cash Flow corresponding thereto shall be similarly excluded).

(b)In the event that all or any material portion of any Unencumbered Pool Property included in the calculation of the Unencumbered Pool Availability and not covered by adequate insurance shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of the Unencumbered Pool Availability unless and until (i) any damage to such real estate is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation or Agent shall approve a new value for such Real Estate to be used in the calculation of Unencumbered Pool Availability.

(c)Upon any asset ceasing to qualify to be included in the calculation of the Unencumbered Pool Availability, such asset shall no longer be included in the calculation of the Unencumbered Pool Availability.  Within five (5) Business Days after any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Unencumbered Pool Availability attributable to such asset.  Simultaneously with the delivery of the items required above, the Borrower shall deliver to the Agent a new Compliance Certificate and Unencumbered Pool Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.20, §8.1(a) and §8.1(e).

(d)In addition, the Borrower may voluntarily remove any Unencumbered Pool Asset from the calculation of the Unencumbered Pool Availability provided that no Default or Event of Default then exists or would, upon the occurrence of such event or with passage of time, result from such removal, Borrower delivers to Agent notice of such removal no later than five (5) Business Days prior to date on which such removal is to be effected, together with a statement that no Default or Event of Default then exists or would, upon the occurrence of such event or with passage of time, result from such removal, the identity of the Unencumbered Pool Asset being removed, and a calculation of the value attributable to such Unencumbered Pool Asset.  Simultaneously with the delivery of the items required above, the Borrower shall deliver

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to the Agent a pro forma Compliance Certificate and Unencumbered Pool Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.20, §§8.1(a), and 8.1(e) (but with only the covenants in §8.1(a) and §8.1(e) prepared on a pro forma basis).  As a condition to such removal, the Borrower shall pay to the Agent for the account of the Lenders, or to the agent, trustee or other holders of other Unsecured Debt, as determined by the Borrower in its sole discretion, a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans or such other Unsecured Debt as provided in §2.4(d), in an amount equal to the amount necessary (if any) to reduce the outstanding principal balance of the Loans or such other Unsecured Debt so that no violation of the covenant set forth in §8.1(a) or §8.1(e) shall occur, and if such payment is not to be applied to the Loans, Borrower shall have given evidence reasonably satisfactory to Agent of such payment.  Notwithstanding anything herein to the contrary, Borrower may not remove any Unencumbered Pool Document or Intercompany Loan (such as a master loan agreement or a note issued pursuant thereto) from the calculation of Unencumbered Pool Availability if such document relates to any other Unencumbered Pool Asset.

§7.21Intentionally Omitted.

§7.22Future Advance Properties.  Borrower and Guarantors shall perform all of their obligations under or with respect to each Future Advance Property (including any funding agreement) relating thereto.  Borrower shall not permit any failure to fund under or with respect to a Future Advance Property or any related agreement (including any funding agreement) to cause a default under a Lease or permit the Tenant to exercise any remedies (including, without limitation, any abatement, setoff or other reduction of rent) thereunder.

§7.23UPREIT.  For the purposes of this Agreement, “UPREIT” means any entity which would be consolidated with Borrower in accordance with GAAP which (i) is organized as a limited partnership, (ii) is taxed as a partnership for federal income tax purposes pursuant to the provisions of the Code, (iii) more than ten percent of the Equity Interests of such entity are owned by Persons not Affiliated with the Borrower, (iv) has Borrower as the sole general partner, and (v) not less than a majority of the interests in such entity are owned by Borrower.  Borrower shall not organize an UPREIT without the prior written approval of the Majority Lenders and which approval may be conditioned upon, among other things, such UPREIT becoming a co-borrower or guarantor with respect to the Obligations and such changes and additional covenants to the Loan Documents as the Majority Lenders may require as a condition to the organization of the UPREIT by the Borrower.

§7.24Sanctions Laws and Regulations.  The Borrower shall not, directly or indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, Unconsolidated Affiliate or other Person (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is itself the subject of territorial sanctions under applicable Sanctions Laws and Regulations, (ii) in any manner that would result in a violation of applicable Sanctions Laws and Regulations by any party to this Agreement, or (iii ) in any manner that would cause the Borrower or any of its Subsidiaries to violate the United States Foreign Corrupt Practices Act.  None of the funds or assets of the Borrower that are used to pay any amount due pursuant to this Agreement shall constitute funds obtained from transactions with or relating to Designated Persons or countries

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which are themselves the subject of territorial sanctions under applicable Sanctions Laws and Regulations.  Borrower shall maintain policies and procedures designed to promote and achieve compliance with Sanctions Laws and Regulations.

ARTICLE VIII
NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any of the Lenders has any obligation to make any Loans:

§8.1Financial Covenants.

(a)Unencumbered Pool Availability.  The Borrower shall not at any time permit the sum of the Outstanding Loans, plus the outstanding principal balance of the Unsecured Debt, to be greater than the Unencumbered Pool Availability.

(b)Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value.  The Borrower will not at any time permit the ratio of Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value (expressed as a percentage) to exceed sixty-five percent (65.0%).

(c)Consolidated EBITDA to Consolidated Fixed Charges.  The Borrower will not at any time permit the ratio of Consolidated EBITDA determined for the most recently ended four (4) calendar quarters to Consolidated Fixed Charges for the most recently ended four (4) calendar quarters, to be less than 1.50 to 1.00.

(d)Minimum Consolidated Tangible Net Worth.  The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $1,000,000,000.00, plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after September 22, 2015.

(e)FCCR Coverage.

(i)At all times the aggregate Weighted Average Aggregate FCCR of the Unencumbered Pool Properties for the most recently ended four (4) calendar quarters (subject to §8.1(e)(iii)) shall be greater than 1.50 to 1.00.

(ii)For purposes of the calculation of Unit-Level FCCR and Master Lease FCCR only, when calculating Unit-Level FCCR and Master Lease FCCR for any Tenant that has not leased an Unencumbered Pool Property for four (4) full calendar quarters, the operating results and rent expense of such Tenant attributable to such Unencumbered Pool Property shall be calculated on an annualized basis using the sum of (i) the actual historical operating results and rent expense for the period that such Unencumbered Pool Property was leased by such Tenant and (ii) the projected operating results and rent expense based on contract rent for such Tenant and the expected future operating results at such Unencumbered Pool Property determined by Borrower, and as approved by the Agent, for the future period necessary to achieve four (4) calendar quarters of results.

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(iii)Notwithstanding the four (4) quarter test period specified in §8.1(e)(i), in the event that the Tenant has leased an Unencumbered Pool Property for four (4) full calendar quarters, such covenants shall be calculated for the most recently ended four (4) calendar quarter period to the extent financial information for such Tenant for such period is available.  If such information is not available, such covenant shall be calculated based on if operating results are not available for four (4) full calendar quarters, the most recent financial information available for a period of not less than eight (8) months nor more than twelve (12) months.

(iv)Any Tenants whose Leases as of the date of the making of the applicable Intercompany Loan, Hybrid Lease or Qualifying Note Receivable (or with respect to an Unencumbered Pool Property that is not subject to an Intercompany Loan, Hybrid Lease or Qualifying Note Receivable, the date of acquisition of the applicable Real Estate), do not require such Tenant to report information adequate to permit the calculation of the covenant pursuant to this §8.1(e) shall be excluded from such calculation, provided that Borrower shall, and shall cause its Subsidiaries to use commercially reasonable efforts to require all Tenants to provide such information pursuant to the applicable Lease.

§8.2Restrictions on Indebtedness.  The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

(a)Indebtedness to the Lenders arising under any of the Loan Documents;

(b)current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services;

(c)Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8;

(d)Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;

(e)endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

(f)subject to the provisions of §8.1, Indebtedness of Borrower in respect of Derivatives Contracts that are entered into in the ordinary course of business and not for speculative purposes;

(g)subject to the provisions of §8.1, Non-Recourse Indebtedness of Subsidiaries of Borrower (other than any Guarantor) that is secured by Real Estate and related assets (which may include the Equity Interests of Subsidiaries that own Real Estate provided that such Real Estate is not an Unencumbered Pool Property);

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(h)subject to the provisions of §8.1, Secured Debt of Borrower that is Recourse Indebtedness, provided that the aggregate amount of all such Secured Debt that is Recourse Indebtedness shall not exceed ten percent (10%) of Consolidated Total Adjusted Asset Value;

(i)subject to the provisions of §8.1, Unsecured Debt of Borrower and Guarantors; and

(j)unsecured intercompany loans and advances to the extent permitted by §8.4; provided that if Borrower or SCA is an obligor with respect to such intercompany loan, such loan shall be subordinated in right and time of payment to the Obligations pursuant to a subordination agreement satisfactory to Agent.

Notwithstanding anything in this Agreement to the contrary, (w) no Subsidiary of Borrower which directly or indirectly owns an Unencumbered Pool Asset or Intercompany Loan shall create, incur, assume, guarantee or be or remain liable, contingently, with respect to any Indebtedness other than Indebtedness under the applicable Intercompany Loan, subject to the terms of §7.20(a)(xi), Intercompany Revolver, Hybrid Lease or Qualifying Note Receivable permitted by this Agreement and the Indebtedness permitted under §8.2(b), (c) and (e), provided that if such Subsidiary is also a Guarantor, such Guarantor shall have no Indebtedness other than Indebtedness under §8.2(a),(b), (c), (e), (i) (to the extent permitted in clause (i) and, as to SCA only, (j), (x) no Indebtedness which is a warehouse facility, repurchase agreement (except as permitted by §8.4(f)) or similar Indebtedness shall be permitted without the prior written consent of the Required Lenders, (y) except as permitted by clause (z) below, no Indebtedness (other than the Obligations) shall have any Unencumbered Pool Asset, Intercompany Loan or direct or indirect ownership interest in any Unencumbered Pool Asset, Intercompany Loan, Borrower, Hybrid Lease Fee Owner or Guarantor as collateral, a borrowing base, unencumbered asset pool or similar form of credit support for such Indebtedness, and (z) other Unsecured Debt of Borrower permitted pursuant to §8.2(i) may have the Unencumbered Pool Assets and Intercompany Loans as an unencumbered borrowing base, unencumbered asset pool or similar unsecured form of credit support for such Indebtedness and may contain restrictions on direct or indirect ownership of Guarantors and Hybrid Lease Fee Owners, which restrictions are no more restrictive than the restrictions contained in this Agreement.

§8.3Restrictions on Liens, Etc.  The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, deed of trust, security deed, pledge, Negative Pledge, charge, restriction or other security interest of any kind upon any of their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (or any financing lease having substantially the same economic effect as any of the foregoing); (c) pledge, encumber or otherwise transfer as part of a financing any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (d) in the case of securities, create or incur or suffer to be created or incurred any purchase option, call or similar right with respect to such securities (collectively, “Liens”); provided that notwithstanding anything to the contrary contained herein,

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the Borrower or any such Subsidiary may create or incur or suffer to be created or incurred or to exist:

(i)(A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise required to be paid or discharged under the terms of this Agreement or any of the other Loan Documents and (B) Liens on assets, other than (I) Unencumbered Pool Assets, Intercompany Loan and Unencumbered Pool Documents and (II) any direct or indirect interest of the Borrower, any Guarantor and any of their respective Subsidiaries in any Guarantor, Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner, in respect of judgments permitted by §8.2(d);

(ii)deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations;

(iii)Liens consisting of mortgage liens on Real Estate, other than Real Estate that constitutes an Unencumbered Pool Property or any interest therein (including the rents, issues and profits therefrom), and related personal property securing Indebtedness which is permitted by §8.2(g) or (h);

(iv)encumbrances on Real Estate consisting of easements, tenant leases, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any such Subsidiary is a party, and other non-monetary liens or encumbrances, which do not individually or in the aggregate have a Material Adverse Effect;

(v)cash deposits to secure the performance of bids, trade contracts (other than for Indebtedness), purchase contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(vi)rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;

(vii)Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations;

(viii)Liens to secure Indebtedness permitted pursuant to §8.2(g) and (h);

(ix)the rights of tenants as tenants under leases and subleases of Real Estate, in each case entered into in the ordinary course of business;

(x)in the case of Equity Interests in Unconsolidated Affiliates, buy/sell rights with respect to such Unconsolidated Affiliates contained in the organizational agreements of such Unconsolidated Affiliate on customary terms and conditions;

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(xi)Liens created by the Unencumbered Pool Documents; and

(xii)Permitted Unsecured Debt Restrictions.

Notwithstanding anything in this Agreement to the contrary, (a) no Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner shall, while its Real Estate is included as an Unencumbered Pool Asset, create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in §§8.3(i)(A), (iv), (vii), (ix), (xi) and (xii), and (b) no Guarantor shall create or incur, or suffer to be created or incurred or to exist, any Lien other than Liens described in §§8.3(i)(A), (ii), (iv) (to the extent and with respect to any Unencumbered Pool Property owned by such Guarantor), (v), (vi), (vii), (ix), (xi) and (xii).

§8.4Restrictions on Investments.  Neither the Borrower will, nor will it permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in:

(a)marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by Borrower or such Subsidiary;

(b)marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America;

(c)demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000;

(d)commercial paper assigned the highest rating by two or more national credit rating agencies and maturing not more than ninety (90) days from the date of creation thereof;

(e)bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A by S&P and A1 by Moody’s issued by or by authority of any state of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing;

(f)repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (c) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; and

(g)shares of so-called “money market funds” registered with the SEC under any mutual fund or other registered investment company that qualifies as a “money market fund”

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under Rule 2a-7 of the SEC, or any successor thereto which have total assets in excess of $50,000,000.

(h)Investments in Land Assets and Development Property;

(i)Investments by Borrower in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates;

(j)Investments in Mortgage Note Receivables secured by completed commercial single tenant income producing properties and other secured or unsecured note receivables relating to loans with customers;

(k)Investments in Wholly-Owned Subsidiaries (or Persons who upon the consummation of such Investment will become Wholly-Owned Subsidiaries) including Intercompany Loans and Intercompany Revolvers;

(l)Investments in Qualifying Note Receivables and Real Estate (other than Land Assets and Development Property);

(m)loans and advances to employees of the Borrower and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000;

(n)Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(o)Investments consisting of debt securities, equity securities and other non-cash consideration received as consideration for a disposition permitted by this Agreement;

(p)Investments in Derivatives Contracts permitted by §8.11; and

(q)other Investments not otherwise permitted hereunder in an aggregate amount not to exceed $10,000,000 at any time outstanding.

Notwithstanding the foregoing, in no event shall the aggregate value of the holdings of Borrower and its Subsidiaries in the Investments described in (x) §8.4(h), (i) and (j) exceed twenty-five percent (25%) of Consolidated Total Adjusted Asset Value at any time or (y) §8.4(n) and (o) exceed five percent (5%) of Consolidated Total Adjusted Asset Value.

For the purposes of this §8.4, the Investment of Borrower or its Subsidiaries in any non-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value.

§8.5Limiting Agreements.

(a)Although neither the Borrower nor any Guarantor is required by this Agreement to pledge any assets as collateral for the Obligations, neither Borrower nor any of its

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Subsidiaries shall enter into, any agreement, instrument or transaction which has or may have the effect of prohibiting or limiting Borrower’s or any Guarantor’s ability to pledge to Agent any of the Unencumbered Pool Assets or Intercompany Loans as security for the Obligations (provided that the requirement to maintain the Unencumbered Pool Assets and Intercompany Loans unencumbered to support Unsecured Debt permitted by this Agreement shall not violate the foregoing covenant).  Borrower shall take, and shall cause its Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower and Guarantors to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower or any of its Subsidiaries.  Notwithstanding anything to the contrary in this §8.5, the provisions of this §8.5 shall not apply to any agreement evidencing Unsecured Debt of the Borrower permitted pursuant to §8.2(i) which requires the use of the Unencumbered Pool Assets or Intercompany Loans as a borrowing base for such permitted Unsecured Debt or which contains financial covenants of a similar type to those in §8.1(a) of this Agreement.

(b)Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §8.5, which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit the Borrower’s or any Guarantor’s ability to pledge the Unencumbered Pool Assets and Intercompany Loans as security for Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise) if any of the Unencumbered Pool Assets or Intercompany Loans are pledged in the future as security for Indebtedness of the Borrower.

§8.6Merger, Consolidation.  Other than with respect to or in connection with any disposition permitted under §8.9, the Borrower will not, nor will it permit any of its Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Agent.  Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower (provided that no such merger or consolidation shall involve a Guarantor unless such Guarantor is the surviving entity), (iii) dispositions permitted by §8.9, and (iv) the liquidation or dissolution of any Subsidiary of the Borrower (but specifically excluding any Guarantor) that does not own any assets so long as such Subsidiary is not the owner of an Unencumbered Pool Asset or Intercompany Loan.

§8.7Sale and Leaseback.  The Borrower will not, and will not permit its Subsidiaries, to enter into any arrangement, directly or indirectly, whereby the Borrower or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter the

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Borrower or any such Subsidiary shall lease back such Real Estate without the prior written consent of Agent, such consent not to be unreasonably withheld.

§8.8Distributions.

(a)The Borrower shall not pay any Distribution to the partners, members or other owners of the Borrower, during any period of four (4) consecutive calendar quarters to the extent that such Distribution would cause the aggregate Distributions paid or declared during such period to exceed ninety-five percent (95%) of Borrower’s Funds from Operations for such period; and provided that the limitations contained in this §8.8(a) shall not preclude the Borrower from making Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of Borrower, or to avoid the payment of taxes imposed under Code Section 857(b)(i) as evidenced by a certification of the principal financial or accounting officer of Borrower containing calculations in detail reasonably satisfactory in form and substance to the Agent.

(b)If a Default or Event of Default shall have occurred and be continuing, the Borrower shall make no Distributions to its partners, members or other owners, other than Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of Borrower, as evidenced by a certification of the principal financial or accounting officer of Borrower containing calculations in detail reasonably satisfactory in form and substance to the Agent.

(c)Notwithstanding the foregoing, at any time when an Event of Default under §10.1(f) or (g) shall have occurred, or the maturity of the Obligations has been accelerated, the Borrower shall not make any Distributions whatsoever, directly or indirectly.

§8.9Asset Sales.  The Borrower will not, and will not permit its Subsidiaries to, sell, transfer or otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction.  Neither the Borrower nor any Subsidiary thereof shall in the aggregate sell, transfer or otherwise dispose of any Real Estate or other assets in one transaction or a series of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to twenty percent (20%) of Consolidated Total Adjusted Asset Value as at the beginning of such four (4) quarter period, except as the result of a condemnation or casualty, without the prior written consent of Agent and the Majority Lenders.

§8.10Restriction on Prepayment of Indebtedness.  The Borrower will not, and will not permit its Subsidiaries to, (a) during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount, in whole or in part, of any Indebtedness other than the Obligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan or other debt instrument which would otherwise be permitted by the terms of §8.2; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate (or the Equity Interests of the Single Asset Entity that owns such Real Estate) securing such Indebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not

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otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness during the existence of an Event of Default.

§8.11Derivatives Contracts.  Neither the Borrower nor any of its Subsidiaries shall contract, create, incur, assume or suffer to exist any Derivatives Contracts except for interest rate swap, collar, cap or similar agreements providing interest rate protection and currency swaps and currency options made in the ordinary course of business and permitted pursuant to §8.1 and §8.2.

§8.12Transactions with Affiliates.  The Borrower shall not, and shall not permit any of its Subsidiaries to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including any Subsidiary of the Borrower), except transactions pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; provided that the foregoing restriction shall not apply to any Distribution permitted hereunder.

§8.13Equity Pledges.  Borrower and the Guarantors will not create or incur or suffer to be created or incurred any Lien (other than Liens for taxes permitted by §8.3(i)(A) and Liens permitted by §8.3(vii), (xi) and (xii)) on any of its direct or indirect legal, equitable or beneficial interest in any Guarantor or any Subsidiary of Borrower or any Guarantor that is an Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner or owns an Unencumbered Pool Asset or Intercompany Loan, including, without limitation, any Distributions or rights to Distributions on account thereof.

§8.14Amendment of Unencumbered Pool Assets.

(a)With respect to any Unencumbered Pool Property, the Unencumbered Pool Asset Owner shall comply with all obligations as landlord under the applicable Lease as and when required thereunder. Neither the Borrower, the Guarantors nor any of their Subsidiaries shall have any obligation to fund money to a Tenant under a Lease or any other agreement related to an Unencumbered Pool Property, except as permitted by this Agreement.

(b)Borrower and Guarantors shall comply with all obligations of Borrower and Guarantors under the Unencumbered Pool Documents as and when required thereunder.  The Borrower and the Guarantors acknowledge and agree that any failure of the Unencumbered Pool Documents to require an Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner to perform an obligation thereunder shall not limit, alter or impair the obligations of the Borrower and the Guarantors hereunder.

(c)The Borrower shall not, and shall not permit any Guarantor, any servicer or any other Person to, abandon, alter, amend, cancel, modify, release, relinquish, supplement, terminate or waive, or enter into or give any agreement, approval or consent with respect to any of the Restricted Unencumbered Pool Documents or any part thereof or any interest therein or

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except as otherwise permitted in this §8.14 with respect to the related Lease, any collateral for the obligations evidenced by the Restricted Unencumbered Pool Documents, and any attempt to do so without the prior written consent of Agent shall be void and ineffective.  Notwithstanding anything herein to the contrary, Borrower, Guarantors or a servicer acting on their behalf may without the approval of Agent (i) grant approvals or consents with respect to administrative matters under the Restricted Unencumbered Pool Documents, (ii) approve requests for advances under any escrows or reserves established under the Restricted Unencumbered Pool Documents, fund advances pursuant to or with respect to Future Advance Properties subject to Restricted Unencumbered Pool Documents and fund such items in accordance with the terms of the applicable Restricted Unencumbered Pool Documents and prudent lending practices, (iii) enter into or consent to modifications of the Restricted Unencumbered Pool Documents that are entered into in the ordinary course of business consistent with prudent lending practices, provided that such modifications are not “Material Modifications” (as hereinafter defined), and (iv) grant waivers or forbear from exercising its rights under the Restricted Unencumbered Pool Documents in the ordinary course of business consistent with prudent lending practices, provided that such waivers or forbearances do not constitute a waiver of recurring future compliance with a provision of the Restricted Unencumbered Pool Documents or are not tantamount to an amendment of the Restricted Unencumbered Pool Documents (except to the extent permitted in clause (iii) above) and such waiver or forbearance would not affect or have an adverse impact on the Unencumbered Pool Asset or Intercompany Loan or the collectability or value thereof or the rights and benefits afforded to the Agent and the Lenders pursuant to the Loan Documents with respect to such Restricted Unencumbered Pool Documents or affect or have an adverse impact on the business, properties or operations of the Borrower or such Guarantor with respect to such Restricted Unencumbered Pool Documents (each such waiver or forbearance pursuant to this clause (iv) a “Permitted Waiver or Forbearance”).  For the purposes hereof, a “Material Modification” shall be any of the following: (A) any forgiveness, reduction, waiver or forbearance from collection of any principal under any Restricted Unencumbered Pool Document, or any interest thereon or fee payable with respect thereto (or any amounts attributable thereto); (B) any reduction in, waiver of or forbearance from collection of the rate of interest payable under any Restricted Unencumbered Pool Document; (C) any extension of a maturity date or postponement or extension of any date fixed for any payment of principal or interest under any Restricted Unencumbered Pool Document; (D) any release of an Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner with respect to an Restricted Unencumbered Pool Document or of any real property or other collateral encumbered by an Restricted Unencumbered Pool Document; (E) the modification of or forbearance from exercising rights under any release provisions contained in any Restricted Unencumbered Pool Documents; (F) the consent to the transfer to a party other than the Borrower or one of its Wholly Owned Subsidiaries (which Subsidiary shall be a Guarantor if required by §5.10 or §7.20) or Lien on any Unencumbered Pool Property, or to a transfer or Lien of any direct or indirect ownership interest in any Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner or waiver of or forbearance from exercising rights under any provision restricting transfer or encumbrance of any Unencumbered Pool Property, any direct or indirect interest in any Unencumbered Pool Asset Owner or Hybrid Lease Fee Owner; (G) any modification of, waiver of, or forbearance from exercising rights with respect to defaults, events of defaults, grace periods, cure periods, or any financial covenants contained in any Restricted Unencumbered Pool Document other than a Permitted Waiver or Forbearance; (H) any waiver of or forbearance from

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exercising rights with respect to a monetary default involving an amount under any Restricted Unencumbered Pool Documents or event of default or failure to comply with a financial covenant; (I) any material modifications to the Unencumbered Pool Property; (J) except as provided in §8.14(d), any consent or approval of any modification, waiver, termination, cancellation, acceptance of surrender or assignment of a Hybrid Lease, (K) any modification or waiver relating to any provision cross-defaulting an Intercompany Loan to the Loan Documents, or (L) any other modification, amendment, waiver, forbearance, approval or consent under such Restricted Unencumbered Pool Documents that may materially increase the obligations of the holder of such Restricted Unencumbered Pool Documents, materially reduce the rights or benefits afforded to such holder thereby, or affect or have an adverse impact on the Unencumbered Pool Asset or Intercompany Loan or the collectability or value thereof or the rights and benefits afforded to the Agent and the Lenders pursuant to the Loan Documents with respect to the Restricted Unencumbered Pool Documents, or have an adverse impact on the business, properties or operations of the Borrower or such Guarantor with respect to the Restricted Unencumbered Pool Documents.

(d)The Borrower, any Guarantor, any servicer or any other Person may (i) enter into modifications and waivers with respect to Qualifying Note Receivables, Hybrid Mortgages and the related Lease; provided that any amendment or waiver which would affect the Contract Rent or Contract Interest Payments shall be reflected in the calculation thereof and (ii) enter into modification, waivers, and releases of Leases subject to such action not causing a breach of any representation in this Agreement and provided further that, without limiting the terms of §5.9 of this Agreement, Borrower shall promptly notify Agent of any amendment or waiver of a Lease (1) that results in the reduction, forgiveness, waiver, forbearance or deferral of any payment obligation for a period in excess of twelve (12) months in an aggregate amount equal to or greater than ten percent (10%) of the rent due under such Lease for such period or (2) that reduces the term of the Lease, and Agent shall have the right to order a new or updated Appraisal as provided in §5.9.

§8.15Partial Prepayments.  Neither Borrower, any Guarantor nor any of their respective Subsidiaries shall, or shall permit to occur, any partial Prepayment of an Intercompany Loan or Hybrid Lease.

§8.16Restrictions on Intercompany Transfers.  Other than as expressly set forth in this Agreement, the Borrower shall not, and shall not permit any Guarantor or any other Subsidiary (other than any Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses (a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) Negative Pledges or other Permitted Unsecured Debt Restrictions contained in any agreement evidencing Unsecured Debt permitted

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by this Agreement so long as such restrictions are substantially similar to, or not more restrictive than, those contained in the Loan Documents or, (ii) with respect to clause (d), (1) customary provisions restricting assignment of any agreement entered into by the Borrower, any Guarantor or any other Subsidiary in the ordinary course of business, (2) restrictions on transfer contained in any agreement relating to the transfer, sale, conveyance or other disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance or other disposition; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such transfer, sale, conveyance or other disposition, (3) customary non-assignment provisions or other customary restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to assets subject to such licenses and contracts, and (4) restrictions on transfer contained in any agreement evidencing Secured Debt secured by a Lien permitted by this Agreement that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions apply only to the assets that are encumbered by such Lien.

ARTICLE IX
CONDITIONS PRECEDENT

§9.1Initial Conditions Precedent.  The obligation of the Lenders to make the Loans shall be subject to the satisfaction or waiver of the following initial conditions precedent:

(a)Loan Documents.  Each of the Loan Documents, including this Agreement, shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect.  The Agent shall have received a fully executed counterpart of each such document.

(b)Certified Copies of Organizational Documents.  The Agent shall have received from the Borrower and the Guarantors a copy, certified as of a recent date by the appropriate officer of each State in which such Person is organized and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower and the Guarantors and its qualification to do business, as applicable, as in effect on such date of certification.

(c)Resolutions.  All action on the part of the Borrower and the Guarantors, as applicable, necessary for the valid execution, delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.

(d)Incumbency Certificate; Authorized Signers.  The Agent shall have received from the Borrower and the Guarantors an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party.  The Agent shall have also received from the Borrower a certificate, dated as of the

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Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

(e)Opinion of Counsel.  The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the Closing Date from counsel to the Borrower and the Guarantors in form and substance reasonably satisfactory to the Agent.

(f)Payment of Fees.  The Borrower shall have paid to the Agent the fees payable pursuant to §2.6.

(g)Performance; No Default.  The Borrower and the Guarantors shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default.

(h)Representations and Warranties.  The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower, Guarantors and their respective Subsidiaries in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing Date.

(i)Proceedings and Documents.  All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require.

(j)Unencumbered Pool Qualification Documents.  The Unencumbered Pool Qualification Documents for each Unencumbered Pool Asset included in the Unencumbered Pool Assets as of the Closing Date shall have been delivered to the Agent at the Borrower’s expense and shall be in form and substance reasonably satisfactory to the Agent (the Agent acknowledges that it has received all such Unencumbered Pool Qualification Documents previously delivered to KeyBank in its capacity as agent under the Revolving Credit Agreement).

(k)Compliance Certificate and Unencumbered Pool Certificate.  The Agent shall have received a Compliance Certificate and an Unencumbered Pool Certificate dated as of the date of the Closing Date demonstrating compliance with each of the covenants calculated therein as of the most recent calendar quarter for which Borrower has provided financial statements under §6.5 adjusted in the best good faith estimate of Borrower as of the Closing Date.

(l)Appraisals.  The Agent shall have received Appraisals of each of the Unencumbered Pool Properties to the extent required by §7.20(a)(xxiii) in form and substance reasonably satisfactory to the Agent.

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(m)Consents.  The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained.

(n)[Intentionally Omitted.]

(o)Commitments.  The Agent shall have received Commitments from Lenders in an aggregate amount of not less than $100,000,000.00.

(p)Other.  The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent’s Special Counsel may reasonably have requested.

§9.2Conditions Precedent to All Loans.  The obligations of the Lenders to make any Loan shall also be subject to the satisfaction of the following conditions precedent:

(a)Prior Conditions Satisfied.  All conditions set forth in §9.1 shall continue to be satisfied.

(b)Representations True; No Default.  The representations and warranties made by the Borrower and the Guarantors in the Loan Documents shall be true and correct in all material respects on such date as if made at such time, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), and no Default or Event of Default shall have occurred and be continuing.

(c)Borrowing Documents.  The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information as required by §2.1(c).

ARTICLE X
EVENTS OF DEFAULT; ACCELERATION; ETC.

§10.1Events of Default.  Each of the following shall constitute an Event of Default (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”):

(a)Default in Principal Payments.  The Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

(b)Default in Interest Payments.  The Borrower shall fail to pay any interest on the Loans or any fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;

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(c)Default in Performance.

(i)The Borrower shall fail to comply with the covenant contained in §8.1(a) and such failure shall continue for five (5) Business Days after such occurrence;

(ii)The Borrower shall fail to perform any other term, covenant or agreement contained in §8.1(b)-(e), and such failure, with respect to §8.1(e) only, shall continue for ten (10) Business Days after such occurrence;

(iii)The Borrower, any Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other subsections or subclauses of this §10.1 or in the other Loan Documents);

(d)Misrepresentations.  Any representation or warranty made by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated;

(e)Debt Cross-Defaults.  The Borrower, any Guarantor or any of their respective Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account of any obligation for borrowed money or credit received or other Indebtedness (other than the Loans, but including under any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under any Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the termination or other settlement of such obligation or require the repurchase of any assets; provided that the events described in §10.1(e) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §10.1(e), involve (x) Non-Recourse Indebtedness in the aggregate in excess of $50,000,000.00, (y) Recourse Indebtedness in the aggregate in excess of $25,000,000.00, or (z) Indebtedness under the Revolving Credit Agreement;

(f)Voluntary Bankruptcy Proceedings.  The Borrower, any Guarantor or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator, receiver or similar official for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any of the foregoing; provided that the events described in this §10.1(f) as to any Subsidiary of the Borrower that is not a Guarantor or Unencumbered Pool Asset Owner shall not constitute an

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Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor or Unencumbered Pool Asset Owner (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Adjusted Asset Value) subject to an event or events described in §10.1(f) and §10.1(g) exceeds $100,000,000.00 individually or in the aggregate;

(g)Involuntary Bankruptcy Proceedings.  (i) A petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, receiver or similar official of the Borrower, any Guarantor or any of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition, application, case or proceeding shall not have been dismissed within ninety (90) days following the filing or commencement thereof; or (ii) a decree or order is entered appointing a trustee, custodian, liquidator, receiver or similar official for the Borrower, any Guarantor or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under foreign or federal bankruptcy, insolvency, debtor relief or similar laws as now or hereafter constituted provided that the events described in this §10.1(g) as to any Subsidiary of the Borrower that is not a Guarantor or Unencumbered Pool Asset Owner shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries that is not a Guarantor or Unencumbered Pool Asset Owner (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Adjusted Asset Value) subject to an event or events described in §10.1(f) and §10.1(g) exceeds $100,000,000.00 individually or in the aggregate;

(h)Judgments.  There shall remain in force, undischarged, unsatisfied and unstayed, for more than fifteen (15) days during any calendar year, whether or not consecutive, one or more uninsured or unbonded final judgments against the Borrower, any Guarantor or any of their respective Subsidiaries that, either individually or in the aggregate, exceed $10,000,000.00;

(i)Revocation of Loan Documents.  Any of the Loan Documents or the Contribution Agreement shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the Contribution Agreement shall be commenced by or on behalf of the Borrower or any Guarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof;

(j)[Intentionally Omitted.]

(k)ERISA. With respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of the

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Borrower, any Guarantor or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $10,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;

(l)[Intentionally Omitted.]

(m)Change of Control.  A Change of Control shall occur.

§10.2Remedies Upon Event of Default.  Upon the occurrence of an Event of Default:

(a)Acceleration.  The Agent may, and, upon the request of the Majority Lenders, shall by notice in writing to the Borrower declare all amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §10.1(f) or §10.1(g), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration.

(b)Certain Cure Periods; Limitation of Cure Periods.  Notwithstanding anything contained in §10.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence of any failure described in §10.1(b) in the event that the Borrower cures such Default within five (5) Business Days after the date such payment is due, provided, however, that Borrower shall not be entitled to receive more than two (2) grace or cure periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date of any such occurrence of Default, and provided further, that no such cure period shall apply to any payments due upon the maturity of the Notes, (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §10.1(c)(iii) in the event that the Borrower cures (or causes to be cured) such Default within thirty (30) days following receipt of written notice of such default, provided that the provisions of this clause (ii) shall not pertain to defaults consisting of, to any default (whether of Borrower or any Subsidiary thereof) consisting of a failure to comply with §7.1(c), §7.1(d), §7.20 (except as provided in §10.2(b)(iii) below), §7.21, §8.2, §8.3, §8.5, §8.6, §8.8, §8.9, §8.10, §8.13, §8.14, §8.15, or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents, and (iii) no Event of Default shall exist hereunder upon the failure of Borrower to comply with §7.20(a)(xxiii) in the event that Borrower cures such Default within thirty (30) days of the occurrence of such Default.  In the event that there shall occur any Default under §7.20 that affects only certain Unencumbered Pool Assets or Intercompany Loans or the owner(s) thereof, then the Borrower may elect to cure such Default (so long as no other Default or Event of Default would arise as a result) by electing to have the Agent remove such Unencumbered Pool Assets or Intercompany Loans from the calculation of the Unencumbered Pool Availability and by reducing, at the sole discretion of the Borrower, either the outstanding Loans or other Unsecured Debt (if necessary) so that no Default exists under this Agreement, in

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which event such removal and reduction shall be completed within five (5) Business Days of the occurrence of such Default; and if such payment is made to other Unsecured Debt, Borrower shall deliver to Agent evidence reasonably satisfactory to Agent of such payment within such five (5) Business Day period; and provided further that the option of Borrower to reduce other Unsecured Debt provided above shall only be permitted if payment thereof would be permitted at such time by §8.10 (provided that for purposes of this proviso, the Default under §7.20 described above shall not in and of itself constitute a Default or Event of Default for purposes of §8.10).

(c)Termination of Commitments.  If any one or more Events of Default specified in §10.1(f) or §10.1(g) shall occur, then immediately and without any action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate and the Lenders shall be relieved of all obligations to make Loans to the Borrower.  If any other Event of Default shall have occurred, the Agent may, and upon the election of the Majority Lenders, shall by notice to the Borrower terminate the obligation to make Loans to the Borrower.  No termination under this §10.2(c) shall relieve the Borrower or the Guarantors of their obligations to the Lenders arising under this Agreement or the other Loan Documents.

(d)Remedies.  In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §10.2, the Agent, on behalf of the Lenders may, and upon the direction of the Majority Lenders, shall proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by applicable law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof.  No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.  Notwithstanding the provisions of this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default.  If the Borrower or the Guarantors fail to perform any agreement or covenant contained in this Agreement or any of the other Loan Documents beyond any applicable period for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained in this Agreement or any of the other Loan Documents which such Person shall fail to perform, and the out-of-pocket costs of such performance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred (including attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by the Borrower and/or the Guarantors upon demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after demand bear interest at the Default Rate.  In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower and the Guarantors shall pay all costs of collection including, but not limited to, reasonable attorney’s fees.

§10.3Allocation and Distribution of Proceeds.  In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in

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connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

(a)First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid or incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies;

(b)Second, to all other Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) in such order or preference as the Majority Lenders shall determine; provided, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §2.6; (ii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §5.7, and (iii) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses shall be made among the Lenders, pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and

(c)Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

§10.4Rescission of Acceleration by Majority Lenders.  If at any time after acceleration of the maturity of the Loans and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by applicable law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived to the satisfaction of the Majority Lenders, then by written notice to the Borrower, the Majority Lenders may elect, in the sole and absolute discretion of such Majority Lenders, to rescind and annul the acceleration and its consequences provided that such rescission or annulment does not relate to a matter requiring the approval of each affected Lender under §14.9.  The provisions of the preceding sentence are intended merely to bind all of the Lenders to a decision which may be made at the election of the Majority Lenders, and are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are satisfied.

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ARTICLE XI
SETOFF

§11.1Setoff.  In addition to any rights of the Lenders under applicable law, during the continuance of any Event of Default, any deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower or any Guarantor and any securities or other property of the Borrower or any Guarantor in the possession of such Lender may, without notice to the Borrower or the Guarantors (any such notice being expressly waived by the Borrower and the Guarantors) but with the prior written approval of Agent, be applied to or set off against the payment of Obligations and any and all other liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower or any Guarantor to such Lender under the Loan Documents; provided that with respect to Borrower’s commercial banking accounts with Wells Fargo Bank, National Association, Wells Fargo Bank, National Association shall not exercise such right pursuant to this Agreement unless an Event of Default under §10.1(a), (b), (f) or (g) shall have occurred or the maturity of the Obligations has been accelerated.  Each of the Lenders agree with each other Lender that if such Lender shall receive from the Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Note or Notes held by such Lender any amount in excess of its ratable portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.  In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

ARTICLE XII
THE AGENT

§12.1Authorization.  The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent.  The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship.  Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any

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Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan Documents.  The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents.

§12.2Employees and Agents.  The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents.  The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower.

§12.3No Liability.  Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any action taken or not taken by Agent with the consent or at the request of the Majority Lenders or Required Lenders (or such other number or percentage of Lenders as shall be necessary under the Loan Documents), as applicable.  The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent has received notice from a Lender or the Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”.

§12.4No Representations.  The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes or any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement, instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any of the other Loan Documents.  The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered to it by the Borrower, any Guarantor, or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete.  The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower, the Guarantors or any of their respective Subsidiaries, or the value of any collateral or any other assets of the Borrower, the Guarantors or any of their respective Subsidiaries.  Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other

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Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents.  Agent’s Special Counsel has only represented Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty of care is between Agent’s Special Counsel and Agent or KeyBank.  Each Lender has been independently represented by separate counsel on all matters regarding the Loan Documents.

§12.5Payments.

(a)A payment by the Borrower or the Guarantors to the Agent hereunder or under any of the other Loan Documents for the account of any Lender shall constitute a payment to such Lender.  The Agent agrees to distribute to each Lender not later than one Business Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder shall be applied in accordance with §5.7(d).

(b)If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction.  If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.  In the event that the Agent shall refrain from making any distribution of any amount received by it as provided in this §12.5(b), the Agent shall endeavor to hold such amounts in an interest bearing account and at such time as such amounts may be distributed to the Lenders, the Agent shall distribute to each Lender, based on their respective Commitment Percentages, its pro rata share of the interest or other earnings from such deposited amount.

§12.6Holders of Notes.  Subject to the terms of Article XIII, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee.

§12.7Indemnity.  The Lenders ratably agree hereby to indemnify and hold harmless the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed by the Borrower as required by §14.15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan

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Documents or the transactions contemplated or evidenced hereby or thereby, or the Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods.  The agreements in this §12.7 shall survive the payment of all amounts payable under the Loan Documents.

§12.8Agent as Lender.  In its individual capacity, KeyBank shall have the same obligations and the same rights, powers and privileges in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent.

§12.9Resignation.  The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the Borrower.  Upon any such resignation, the Majority Lenders, subject to the terms of §13.1, shall have the right to appoint as a successor Agent, any Lender or any bank whose senior debt obligations are rated not less than “A3” or its equivalent by Moody’s or not less than “A-” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00.  Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower.  If no successor Agent shall have been appointed and shall have accepted such appointment within ten (10) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent.  After any retiring Agent’s resignation, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.  Upon any change in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning Agent.

§12.10Duties in the Case of Enforcement.  In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Majority Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best interests of the Lenders.  Without limiting the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may be necessary to be incurred, and Agent shall promptly thereafter notify the Lenders of such action.  Each Lender shall, within thirty (30) days of request

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therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower within such period.  The Majority Lenders may direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction.

§12.11Agent May File Proofs of Claim.  In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower or the Guarantors, the Agent shall have the sole and exclusive right to file and pursue a joint proof of claim on behalf of all Lenders.  Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Majority Lenders, Required Lenders or all of the Lenders as required by this Agreement.  Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Majority Lenders requesting that Agent file such proof of claim.

§12.12Reliance by Agent.  The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer.  The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Agent may consult with legal counsel (who may be counsel for the Borrower and/or the Guarantors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

§12.13Approvals.

(a)If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the affected Lenders, all Lenders, the Majority Lenders or Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of receipt of the written request for action together with all reasonably requested information related thereto requested by such Lender (or such lesser period of time required by the terms of the Loan Documents), notice in writing of approval or disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof.  To the extent that any Lender does not approve any

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recommendation of Agent, such Lender shall in such notice to Agent describe the actions that would be acceptable to such Lender.  If the Agent submits to the Lenders a written request for consent with respect to this Agreement and any Lender fails to provide Directions within ten (10) days after such Lender receives from the Agent such initial request for Directions together with all reasonably requested information related thereto, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT.  FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

If the Agent submits to such Lender a second written request to approve or disapprove such action, and a Lender fails to provide Directions within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

(b)In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by Agent (a “Subsequent Approval Request”), then for the purposes of this paragraph each Lender shall be required to respond to a Subsequent Approval Request within five (5) Business Days of receipt of such request.

If the Agent submits to the Lenders a Subsequent Approval Request and any Lender fails to provide Directions within five (5) Business Days after such Lender receives from the Agent the Subsequent Approval Request, then Agent shall make a second request for approval, which approval shall include the following in all capital, bolded, block letters on the first page thereof:

“THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT.  FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST.”

If the Agent submits to such Lender a second written request to approve or disapprove the Subsequent Approval Request, and the Lender fails to approve or disapprove such Subsequent Approval Request within five (5) Business Days after the Lender receives from the Agent such second request, then any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.

(c)Each request by Agent for a Direction shall include Agent’s recommended course of action or determination.  Notices given by Agent pursuant to this §12.13 may be given through the use of Intralinks, Syndtrak or another electronic information dissemination system.  Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Lenders have otherwise been notified in writing.  Notwithstanding anything in this §12.13 to the contrary, any matter requiring all Lenders’ or each affected Lender’s approval or consent shall not be deemed given by a

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Lender as a result of such Lender’s failure to respond to any approval or consent request within any applicable reply period.

§12.14Borrower Not Beneficiary.  Except for the provisions of §12.9 relating to the appointment of a successor Agent, the provisions of this Article XII are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower, and except for the provisions of §12.9, may be modified or waived without the approval or consent of the Borrower.

ARTICLE XIII
ASSIGNMENT AND PARTICIPATION

§13.1Conditions to Assignment by Lenders.  Except as provided herein, each Lender may assign to one or more banks or other entities (but not to any natural person) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it); provided that (a) the Agent and, so long as no Default or Event of Default exists hereunder, the Borrower shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and if the Borrower does not respond to any such request for consent within five (5) Business Days, Borrower shall be deemed to have consented (provided that such consent shall not be required for any assignment to another Lender, to a Related Fund, to a lender or an Affiliate of a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned Subsidiary of such Lender), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment in the event an interest in the Loans is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit G attached hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to the Borrower or any of the Guarantors or any of their respective Subsidiaries or Affiliates or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) [reserved], and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower.  Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §13.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment.  In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is the Borrower or a Guarantor or any of their respective Subsidiaries or Affiliates and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender.  In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional

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payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.  Any assignment by a Lender that does not comply with the terms of this §13.1 shall be given the effect of a participation pursuant to §13.4 to the extent the terms of §13.4 are otherwise not violated.

§13.2Register.  The Agent shall maintain on behalf of the Borrower a copy of each assignment delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to time.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice.  Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in the sum of $3,500.00.

§13.3New Notes.  Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register.  Within five (5) Business Days after receipt of notice of such assignment from Agent, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder.  Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes.  The surrendered Notes shall be canceled and returned to the Borrower.

§13.4Participations.  Each Lender may sell participations to one or more Lenders or other entities (but not to any natural person) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under §4.1,

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§4.2, §4.5 and Article XI, (c) such participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrower or the Guarantors, (e) such sale is effected in accordance with all applicable laws, and (f) such participant shall not be the Borrower or a Guarantor or any of their respective Subsidiaries or Affiliates and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon, or (v) release a Guarantor (except as provided in this Agreement).  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

§13.5Pledge by Lender.  Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or to such other Person as the Agent may approve to secure obligations of such Lenders.  No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.

§13.6No Assignment by Borrower or the Guarantors.  Neither the Borrower nor the Guarantors shall assign or transfer any of their rights or obligations under this Agreement or the other Loan Documents without the prior written consent of each of the Lenders.

§13.7Mandatory Assignment.  In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected thereby and is approved by the Majority Lenders, but is not approved by one or more of the Lenders (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”), then, within thirty (30) Business Days after the Borrower’s receipt of notice of such disapproval by such Non-Consenting Lender, the Borrower shall have the right as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender within thirty (30) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Commitment.  The Agent shall

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promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent).  In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Commitment.  Upon any such purchase of the Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting Lender shall promptly execute and deliver any and all documents reasonably requested by Agent to surrender and transfer such interest, including, without limitation, an Assignment and Acceptance Agreement in the form attached hereto as Exhibit G and such Non-Consenting Lender’s original Note.  The purchase price for the Non-Consenting Lender’s Commitment shall equal any and all amounts outstanding and owed by Borrower to the Non-Consenting Lender, including principal and all accrued and unpaid interest or fees, plus any applicable amounts payable pursuant to §2.3(c) which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting Lender’s Commitment (provided that the Borrower may pay to such Non-Consenting Lender any interest, fees or other amounts (other than principal) owing to such Non-Consenting Lender).

§13.8Amendments to Loan Documents.  Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment.

§13.9Titled Agents.  The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Lender.

§13.10No Registration.  Each Lender agrees that, without the prior written consent of the Borrower and the Agent, it will not make any assignment hereunder in any manner under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or any other jurisdiction.

ARTICLE XIV
MISCELLANEOUS

§14.1Notices.

(a)Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this Article XIV referred to as “Notice”) must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, electronic mail, telefax or telex, and addressed as follows:

If to the Agent or KeyBank:

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KeyBank National Association
4910 Tiedeman Road, 3rd Floor
Brooklyn, Ohio  44144
Attn:  Real Estate Capital Services

With a copy to:

KeyBank National Association
1200 Abernathy Road, N.E., Suite 1550

Atlanta, Georgia  30328
Attn:  James Komperda
Telecopy No.:  (770) 510-2195
Email:  james_k_komperda@keybank.com

and

Dentons US LLP
Suite 5300, 303 Peachtree Street, N.E.
Atlanta, Georgia  30308
Attn:  William F. Timmons, Esq.
Telecopy No.:  (404) 527-4198
Email:  bill.timmons@dentons.com

If to the Borrower:

STORE Capital Corporation
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona  85255
Attn:  Michael T. Bennett
Telecopy No.:  (480) 256-1101
Email: mbennett@storecapital.com

With a copy to:

Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California  92130
Attn:  Sony Ben-Moshe
Telecopy No.:  (858) 523-5450
Email:  sony.ben-moshe@lw.com

to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which may hereafter become a party to this Agreement, at such address as may be designated by such Lender.  Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telegraph, telecopy, telefax or telex is permitted, upon being sent and confirmation of receipt, or if sent by electronic mail, as provided in §14.1(c).  The time period in which a response to such Notice must be given or any action

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taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt.  Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent.  By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

(b)Loan Documents and notices under the Loan Documents may, with Agent’s approval, be transmitted and/or signed by facsimile and by signatures delivered in “PDF” format by electronic mail.  The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as an original copy with manual signatures and shall be binding on the Borrower, the Guarantors, Agent and Lenders.  Agent may also require that any such documents and signature delivered by facsimile or “PDF” format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile or “PDF” document or signature.

(c)Notices and other communications to the Agent and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to §2 or §3 if such Lender has notified the Agent that it is incapable of receiving notices under such Section by electronic communication.  The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.  Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

§14.2Relationship.  Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantors or their respective Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Lender and Agent, and the Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower.  Agent, each

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Lender, and their Affiliates may have economic interests that conflict with those of the Borrower, the Guarantors, their stockholders and/or their Affiliates.

§14.3Governing Law, Consent to Jurisdiction and Service.  THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN).  THE BORROWER FURTHER ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM.  THE BORROWER FURTHER AGREES THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §14.1 HEREOF.  IN ADDITION TO THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY ASSETS OF THE BORROWER OR THE GUARANTOR EXIST AND THE BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN §14.9 HEREOF.

§14.4Headings.  The captions and headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

§14.5Counterparts.  This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.  In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.  Counterparts may with the consent of Agent be delivered by facsimile, in portable document format (“PDF”) or other similar electronic means.

§14.6Entire Agreement, Etc.  This Agreement and the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the Loan Documents.  All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding not set

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forth in this Agreement and the Loan Documents.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §14.9.

§14.7Waiver of Jury Trial and Certain Damage Claims.  EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §14.7.  THE BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §14.7 WITH LEGAL COUNSEL AND THAT THE BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.

§14.8Dealings with the Borrower and the Guarantors.  The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder.  The Lenders acknowledge that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

§14.9Consents, Amendments, Waivers, Etc.  Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement or any other Loan Document may be given, and any term of this Agreement or of any other Loan Document may be amended, and the performance or observance by the Borrower or the Guarantors of any terms of this Agreement or any other Loan Document or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Majority Lenders.  Notwithstanding the foregoing, none of the following may occur without the written consent of the Required Lenders, a modification or waiver of the definition of Unencumbered Pool Availability or any of the covenants set forth in, §8.1 or §8.8.  Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby: (a) a reduction in the rate of interest on the Notes (other than a reduction or waiver of default interest); (b) an

105

increase in the amount of the Commitments of the Lenders (except as provided in §2.8 and §13.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents; (d) a reduction in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Maturity Date; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower or substantially all of the Guarantors except as otherwise provided in this Agreement; (i) an amendment of the definition of Majority Lenders or Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by the Borrower other than based on its Commitment Percentage; (k) an amendment to this §14.9; or (l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders or the Majority Lenders to require a lesser number of Lenders to approve such action.  The provisions of Article XII may not be amended without the written consent of the Agent.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of any Defaulting Lender may not be increased, nor may the Maturity Date with respect to the Commitment of a Defaulting Lender be extended, in each case, without the consent of such Lender.  The Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision.  The Borrower and the Guarantors agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by KeyBank and the Arrangers in connection with the syndication of the Loan, provided that no such amendment or modification materially affects or increases any of the obligations of the Borrower or the Guarantors hereunder.  No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon.  No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.  No notice to or demand upon the Borrower or the Guarantors shall entitle the Borrower or the Guarantors to other or further notice or demand in similar or other circumstances.

§14.10Severability.  The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

§14.11Time of the Essence.  Time is of the essence with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the other Loan Documents.

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§14.12No Unwritten Agreements.  THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.

§14.13Replacement Notes.  Upon receipt of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer to such replacement Note.

§14.14No Third Parties Benefited.  This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the Lenders, the Agent, the Arrangers and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.  All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans, are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will refuse to make Loans in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so.  In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties concerning the quality of any construction by the Borrower, the Guarantors or any of their respective Subsidiaries of any development or the absence therefrom of defects.

§14.15Expenses.  The Borrower and the Guarantors agree to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (b) any imposed taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross or net income or franchise taxes), including any taxes payable on or with respect to the transactions contemplated by this Agreement, including any such taxes payable by the Agent or any of the Lenders after the Closing Date (the Borrower and the Guarantors hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) the reasonable fees, expenses and disbursements of the counsel to the Agent and KCM (limited to one primary counsel and one local counsel in each reasonably necessary jurisdiction) incurred in connection with the preparation, administration, execution or interpretation of the Loan Documents  and other instruments mentioned herein and therein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the reasonable out-of-

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pocket fees, costs, expenses and disbursements of Agent and KCM incurred in connection with the syndication and/or participation (by KeyBank) of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents  and other instruments mentioned herein and therein, the addition or substitution of additional Unencumbered Pool Assets, the making of each advance hereunder, and the syndication of the Commitments pursuant to Article XIII (without duplication of those items addressed in subparagraphs (c) and (d), above), (f) all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and costs (limited to one primary counsel and one local counsel in each reasonably necessary jurisdiction for the Agent and the Lenders taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local counsel in each reasonably necessary jurisdiction for each group of similarly situated affected Persons), and reasonable fees and costs of appraisers, engineers, investment bankers or other experts retained by the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against the Borrower or the Guarantors or the administration thereof after the occurrence of a Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s, or any of the Lenders’ relationship with the Borrower or the Guarantors in respect of the Loan and the Loan Documents (subject to the limitations on attorney’s fees in §14.16), (g) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns or title searches, and (h) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans.  The covenants of this §14.15 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder.

§14.16Indemnification.  The Borrower agrees to indemnify and hold harmless the Agent, the Lenders, the Arrangers, each Affiliate thereof and each of their respective directors, officers, employees, agents and attorneys and each Person who controls the Agent, or any Lender or the Arrangers against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses (including, without limitation, the fees and expenses of counsel subject to the limitations below) of every nature and character arising out of or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to the Unencumbered Pool Assets, Intercompany Loans, other Real Estate or the Loans, (b) any condition of the Unencumbered Pool Properties or other Real Estate, (c) any actual or proposed use by the Borrower of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower, the Guarantors or any of their respective Subsidiaries, (e) the Borrower and the Guarantors entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Unencumbered Pool Assets or Intercompany Loans, (g) with respect to the Borrower, the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the release or threatened release of any hazardous or toxic substances, pollutants or other substances regulated under any Environmental Law or any action, suit, proceeding or investigation brought or threatened with respect to any

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such substances (including, but not limited to, claims with respect to wrongful death, personal injury, nuisance or damage to property), (h) [reserved], (i) any actual or alleged violation of any law relating to lending or predatory lending, or (j) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information, in each case including, without limitation, the reasonable fees and disbursements of counsel (limited to one primary counsel and one local counsel in each reasonably necessary jurisdiction for all indemnified parties taken as a whole, and, solely in the case of an actual or perceived conflict of interest, one additional primary counsel and one additional local counsel in each reasonably necessary jurisdiction for each group of similarly situated affected indemnified parties) incurred in connection with any such investigation, litigation or other proceeding; provided, however, that the Borrower shall not be obligated under this §14.16 to indemnify any Person for liabilities arising from (i) such Person’s own gross negligence, willful misconduct or bad faith breach of direct funding obligations under this Agreement as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods, or (ii) a dispute among indemnified parties other than (1) any claims against any indemnified party in its capacity or in fulfilling its role as the Agent or as a documentation agent, syndication agent, book runner or arranger or similar role contemplated by the Loan Documents and (2) any claims arising out of any act or omission on the part of the Borrower, any Guarantor or their Subsidiaries or Affiliates.  If, and to the extent that the obligations of the Borrower under this §14.16 are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law.  The provisions of this §14.16 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder.

§14.17Survival of Covenants, Etc.  All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Lender has any obligation to make any Loans.  The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein.  All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

§14.18Confidentiality.  Subject to the Borrower’s approval rights in §13.1, the Borrower and the Guarantors agree to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment.  Each Lender agrees for itself that it shall hold confidential in accordance with its customary procedures all non-public information obtained from the Borrower or the Guarantors, and shall in accordance with its customary procedures not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to

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its participants (provided that such Persons who are not employees of such Lender or participant are advised of their obligation to maintain the confidentiality of such information in accordance with this §14.18), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of their obligation to maintain the confidentiality of such information in accordance with this §14.18), (c) subject to an agreement containing substantially the same restrictions as this §14.18, disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant of such Lender’s interest in this Agreement or the Loan Documents or, provided such Persons are advised of the provisions of this §14.18, their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein, (d) disclosures to bank regulatory authorities or self-regulatory or self-governmental bodies with jurisdiction over such Lender, (e) disclosures required or requested by any other Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify the Borrower of any request by any Governmental Authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information, (f) disclosures to the other parties to this Agreement, or (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans.  In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this §14.18 or provisions at least as restrictive as this §14.18).  Non-public information shall not include any “Public Information” (as referenced in §7.1), any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or the Guarantors, is disclosed with the prior approval of the Borrower or the Guarantors, or is made available to such Lender by a third party not known by such Lender to be subject to a confidentiality agreement, or is independently developed by such Lender.  Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents.  For the avoidance to doubt, any Person required to maintain the confidentiality of information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord to its own confidential information.

§14.19Patriot Act.  Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the Guarantors that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower and the Guarantors in accordance with the Patriot Act.

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[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by its duly authorized representatives as of the date first set forth above.

BORROWER:
STORE CAPITAL CORPORATION,
a Maryland corporation
By:	/s/ Michael T. Bennett
Name:	Michael T. Bennett
Title:	EVP

[Signatures Continued on Next Page]

Signature Page to Term Credit Agreement — KeyBank/STORE Capital 2016

	AGENT AND LENDERS:
	KEYBANK NATIONAL ASSOCIATION,
	individually and as Agent
	By:	/s/ Daniel L. Silbert
	Name:	Daniel L. Silbert
	Title:	Sr. Vice President
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Dale Northup
	Name:	Dale Northup
	Title:	Senior Vice President
Address:
Wells Fargo Bank, National Association
401 B Street, Suite 1100
San Diego, California 92101
Attention: Dale Northup
	BMO HARRIS BANK N.A.
	By:	/s/ Kevin M. Fennell
	Name:	Kevin M. Fennell
	Title:	Vice President
Address:
BMO Harris Bank N.A.
115 S. LaSalle Street, 35W
Chicago, Illinois 60603
Attention: Gwendolyn Gatz

Signature Page to Term Credit Agreement — KeyBank/STORE Capital 2016

	CAPITAL ONE BANK
	By:	/s/ Chin Young Song
	Name:	Chin Young Song
	Title:	Vice President
Address:
Capital One Bank
299 Park Avenue
New York, New York
Attention: Chin Young Sung
	REGIONS BANK
	By:	/s/ Ghi S. Gavin
	Name:	Ghi S. Gavin
	Title:	Senior Vice President
Address:
Regions Bank
1900 5th Ave N., 15th Floor
Birmingham, Alabama 35203
Attention: Ghi S. Gavin
	SUNTRUST BANK
	By:	/s/ Danny Stover
	Name:	Danny Stover
	Title:	Senior Vice President
Address:
SunTrust Bank
303 Peachtree Street, Suite 29
Atlanta, Georgia 30308
Attention: Francine Glandt

Signature Page to Term Credit Agreement — KeyBank/STORE Capital 2016

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	By:	/s/ Bill Daly
	Name:	Bill Daly
	Title:	Authorized Signatory
Address:
Credit Suisse AG, Cayman Islands Branch
Eleven Madison Avenue
New York, New York 10010
Attention: William O’Daly
	GOLDMAN SACHS BANK USA
	By:	/s/ Rebecca Kratz
	Name:	Rebecca Kratz
	Title:	Authorized Signatory
Address:
Goldman Sachs Bank USA
c/o Goldman, Sachs & Co.
30 Hudson Street, 5th Floor
Jersey City, New Jersey 07302
Attention: Michelle Latzoni
	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Troy Lyscio
	Name:	Troy Lyscio
	Title:	Senior Vice President
Address:
U.S. Bank National Association
101 North First Avenue
Phoenix, Arizona 85003
Attention: Heather Mahaney

Signature Page to Term Credit Agreement — KeyBank/STORE Capital 2016

	CITIBANK, N.A.
	By:	/s/ Michael Chlopak
	Name:	Michael Chlopak
	Title:	Vice President
Address:
Citibank, N.A.
388 Greenwich Street, 6th Floor
New York, New York 10013
Attention: John C. Rowland
	RAYMOND JAMES BANK, N.A.
	By:	/s/ Alexander L. Rody
	Name:	Alexander L. Rody
	Title:	Senior Vice President
Address:
Raymond James Bank, N.A.
710 Carillon Parkway
St. Petersburg, Florida 33716
Attention: James Armstrong

Signature Page to Term Credit Agreement — KeyBank/STORE Capital 2016

EXHIBIT A

FORM OF TERM LOAN NOTE

$                                                       , 201   

FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to                                     (“Payee”), in accordance with the terms of that certain Term Credit Agreement, dated as of April 26, 2016, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of                   ($          ), or such amount as may be advanced by the Payee under the Credit Agreement as a Term Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement.  Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Payments hereunder shall be made to the Agent for the Payee at 127 Public Square, Cleveland, Ohio  44114-1306, or at such other address as Agent may designate from time to time.

This Note is one of one or more Term Loan Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement.  The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.

Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law.  If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned

A-1

Maker.  All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.  This paragraph shall control all Loan Documents between the undersigned Maker and the Lenders and the Agent.

In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement.

This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York.

The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written.

STORE CAPITAL CORPORATION,

a Maryland corporation

By:

Name:

Title:

A-2

EXHIBIT B

[RESERVED]

B-1

EXHIBIT C

[RESERVED]

C-1

EXHIBIT D

FORM OF REQUEST FOR TERM LOAN

KeyBank National Association, as Agent
1200 Abernathy Road, N.E., Suite 1550
Atlanta, Georgia  30328-5601
Attn:  Michael Colbert

Ladies and Gentlemen:

Pursuant to the provisions of §2.1(c) of the Term Credit Agreement dated as of April 26, 2016 (as the same may hereafter be amended, the “Credit Agreement”), by and among STORE Capital Corporation (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto, the undersigned Borrower hereby requests and certifies as follows:

1.Term Loan.  The undersigned Borrower hereby requests a Term Loan under §2.8 of the Credit Agreement:

Principal Amount:  $                     

Type (LIBOR Rate, Base Rate):

Drawdown Date:

Interest Period for LIBOR Rate Loans:

by credit to the general account of the Borrower with                       at                      .

2.Use of Proceeds.  Such Loan shall be used for purposes permitted by §7.19 of the Credit Agreement.

3.No Default.  The undersigned chief executive officer, president, chief financial officer or chief accounting officer of Borrower certifies on behalf of Borrower (and not in his individual capacity) that after giving effect to the making of the Loan requested hereby no Default or Event of Default has occurred and is continuing.  Attached hereto is an Unencumbered Pool Certificate setting forth a calculation of the Unencumbered Pool Availability after giving effect to the Loan requested hereby.

4.Representations True.  The undersigned chief executive officer, president, chief financial officer or chief accounting officer of the Borrower certifies, represents and agrees on behalf of the Borrower (and not in his individual capacity) that each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or their respective Subsidiaries, contained in the Credit Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement is true and correct in all material respects as of the Drawdown Date for the Loan requested hereby, with the same effect as if made at and as of such Drawdown Date, except to the extent that such representations

D-1

and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date).

6.Definitions.  Terms defined in the Credit Agreement are used herein with the meanings so defined.

IN WITNESS WHEREOF, the undersigned has duly executed this request this             day of                          , 201  .

STORE CAPITAL CORPORATION,

a Maryland corporation

By:

Name:

Title:

D-2

EXHIBIT E

FORM OF UNENCUMBERED POOL CERTIFICATE

KeyBank National Association, as Agent
1200 Abernathy Road N.E.
Suite 1550
Atlanta, Georgia  30328
Attn:  James Komperda

Ladies and Gentlemen:

Reference is made to the Term Credit Agreement dated as of April 26, 2016 (as the same may hereafter be amended, the “Credit Agreement”) by and among STORE Capital Corporation (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, the Borrower is furnishing to you herewith this Unencumbered Pool Certificate and supporting calculations and information.  The information presented herein has been prepared in accordance with the requirements of the Credit Agreement.

The undersigned is providing the attached Unencumbered Pool Asset Schedule to show the components of the Unencumbered Pool Assets and the attached information to demonstrate the calculation of the Unencumbered Pool Availability.  All Unencumbered Pool Assets included in the calculation of the Unencumbered Pool Availability satisfy the requirements of the Credit Agreement to be included therein.

IN WITNESS WHEREOF, the undersigned has duly executed this Unencumbered Pool Certificate on behalf of the Borrower (and not in his individual capacity) this       day of            , 201  .

STORE CAPITAL CORPORATION,

a Maryland corporation

By:

Name:

Title:

E-1

APPENDIX TO UNENCUMBERED POOL CERTIFICATE

E-2

APPENDIX TO UNENCUMBERED POOL CERTIFICATE

S|T|O|R|E Capital Corporation

Unencumbered Pool Availability

As of

	100%	50% where applicable
Unencumbered Pool Availability a) the lowest of
i)50% Unencumbered Pool Appraised Value Limit (incl 50% commitments funded not included in the appraised value)		$	—
ii)Debt Service Coverage Amount - See calculation below
Lesser of Appraised Value Limit/Debt Service Coverage Amount +50% o/s principal bal Qualifying Note Receivable		$	— —
Unencumbered Pool Availability		$	—
Outstanding borrowings:
Funding Request as of:
Minus Principal Repayments:
Other Unsecured Debt:
Term Loan
Borrowings Outstanding as of:
Excess Availability
Total Revolving Credit Facility Commitment ($500,000,000)
Less:
a) Revolving Credit Loans
b) Swing Loans
c) Letters of Credit
Remaining Revolving Credit Facility Commitment
Annualized Rent and Interest
7-year UST (As of 3/22/2016)
Spread
Interest Rate Floor
Coverage
Indexed Rate
Interest Rate
Amort
Debt Service
Debt Service Coverage Amount

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

KeyBank National Association, as Agent
1200 Abernathy Road N.E.
Suite 1550
Atlanta, Georgia   30328
Attn:  James Komperda

Ladies and Gentlemen:

Reference is made to the Term Credit Agreement dated as of April 26, 2016 (as the same may hereafter be amended, the “Credit Agreement”) by and among STORE Capital Corporation (the “Borrower”), KeyBank National Association for itself and as Agent, and the other Lenders from time to time party thereto.  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

Pursuant to the Credit Agreement, the Borrower is furnishing to you herewith (or has most recently furnished to you) the consolidated financial statements of the Borrower for the fiscal period ended                .  Such financial statements have been prepared in accordance with GAAP (provided that such quarterly statements need not include footnotes and other presentation items) and present fairly the consolidated financial position of the Borrower at the date thereof and the results of its operations for the periods covered thereby.

This certificate is submitted in compliance with requirements of §§2.8(d)(iv), 7.1(c), 7.20(a)(xxv), 7.20(c), 7.20(d) or 9.1(k) of the Credit Agreement.  The undersigned officer is the chief financial officer or chief accounting officer or other responsible executive officer of the Borrower permitted by §7.1(c) of the Credit Agreement.

The undersigned representative has caused the provisions of the Loan Documents to be reviewed and has no knowledge of any Default or Event of Default.  (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of Default, the nature thereof and the actions taken, being taken or proposed to be taken by the Borrower with respect thereto.)

The undersigned is providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto.

F-1

IN WITNESS WHEREOF, the undersigned has duly executed this Compliance Certificate on behalf of the Borrower (and not in his individual capacity) this       day of            , 201  .

STORE CAPITAL CORPORATION,

a Maryland corporation

By:

Name:

Title:

F-2

APPENDIX TO COMPLIANCE CERTIFICATE

F-3

STORE Capital Corporation

Schedule Pursuant to Section 8.1 of the Credit Agreement between STORE Capital Corporation and KEYBANK National Association

Covenant Compliance Worksheet

For the reporting period ended

§ 8.1 (a) Unencumbered Pool Availability -

	Amount
Lesser of (i) or (ii)
i)50% Unencumbered Pool Appraised Value Limit (includes 50% commitments funded not included in the appraised value and 50% Princ Bal QNRs)
ii)Debt Service Coverage Amount
Unencumbered Pool Availability
Outstanding Revolving Credit Loans
Outstanding Swing Loans
Principal Balance of Unsecured Debt
Term Loan
Total Outstanding
Compliant?

§ 8.1 (b) Consolidated Total Indebtedness to Consolidated Total Adjusted Asset Value

Consolidated Total Indebtedness

Consolidated Total Adjusted Asset Value

Ratio

Covenant

Compliant?

F-4

§ 8.1 (c) Consolidated EBITDA to Consolidated Fixed Charges - most recent 4 quarters

Consolidated EBITDA

Consolidated Interest Expense

Recurring Principal Amortization

Preferred Equity Payment

Principal Payments on Any Capital Lease Obligations

Consolidated Fixed Charges

Ratio

Covenant

Compliant?

§ 8.1 (d) Minimum Consolidated Tangible Net Worth

Consolidated Total Adjusted Asset Value

(-) Consolidated Total Indebtedness

Consolidated Tangible Net Worth

Covenant

Compliant?

§ 8.1 (e) FCCR Coverage as of

Weighed Average Aggregate FCCR for Unencumbered Pool - past 4 quarters

Covenant

Compliant?

F-5

§ 8.4 Restrictions on Investments

(h-j) Permitted Investments

(h) Land Assets and Development Property

(i) Non Wholly-Owned Subs and JVs

(j) Mortgage Notes Receivable

Total Permitted Investments

Consolidated Total Adjusted Asset Value

Permitted Investments (%)

Covenant

Compliant?

(n) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business.

(o) Investments consisting of debt securities, equity securities and other non-cash consideration received as consideration for a disposition permitted by this Agreement.

Total of 8.4(n) and (o)

Consolidated Total Adjusted Asset Value

Percent

Covenant

Compliant?

F-6

§ 8.8 Distributions - 4 consecutive calendar quarters

Net Income (loss) - GAAP Basis

Depreciation/amortization real estate assets

(Gains) losses on sales of real estate, net of tax

Impairment charges

Other non-cash items: amort of restricted stock

Other non-cash: Debt extinguishment (accum amortization)

FFO

Distributions (common and preferred)

Payout Ratio

Covenant

Compliant?

F-7

SCHEDULE 1.1

LENDERS AND COMMITMENTS

Name and Address	Commitment		Commitment Percentage
KeyBank National Association 1200 Abernathy Road, N.E., Suite 1550 Atlanta, Georgia 30328 Attention: James K. Komperda Telephone: 770-510-2160 Facsimile: 770-510-2195	$	11,350,000.00	11.3500000000	%
LIBOR Lending Office: Same as Above
Wells Fargo Bank, National Association 401 B Street, Suite 1100 San Diego, California 92101 Attention: Dale Northup	$	11,350,000.00	11.3500000000	%
LIBOR Lending Office: Same as Above
BMO Harris Bank N.A. 115 S. LaSalle Street, 35W Chicago, Illinois 60603 Attention: Gwendolyn Gatz	$	10,400,000.00	10.4000000000	%
LIBOR Lending Office: Same as Above
Capital One Bank 299 Park Avenue New York, New York Attention: Chin Young Sung Telephone: 646-836-5105 Facsimile:	$	10,400,000.00	10.4000000000	%
LIBOR Lending Office: Same as Above
Regions Bank 1900 5th Ave N., 15th Floor Birmingham, Alabama 35203 Attention: Ghi S. Gavin	$	10,400,000.00	10.4000000000	%
LIBOR Lending Office: Same as Above

Page 1

Name and Address	Commitment		Commitment Percentage
SunTrust Bank 303 Peachtree Street, Suite 29 Atlanta, Georgia 30308 Attention: Francine Glandt	$	10,400,000.00	10.4000000000	%
LIBOR Lending Office: Same as Above
U.S. Bank National Association 101 North First Avenue Phoenix, Arizona 85003 Attention: Heather Mahaney	$	7,500,000.00	7.5000000000	%
LIBOR Lending Office: Same as Above
Citibank, N.A. 388 Greenwich Street, 6th Floor New York, New York 10013 Attention: John C. Rowland	$	7,500,000.00	7.5000000000	%
LIBOR Lending Office: Same as Above
Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue New York, New York 10010 Attention: William O’Daly	$	7,500,000.00	7.5000000000	%
LIBOR Lending Office: Same as Above
Goldman Sachs Bank USA c/o Goldman, Sachs & Co. 30 Hudson Street, 5th Floor Jersey City, New Jersey 07302 Attention: Michelle Latzoni	$	7,500,000.00	7.5000000000	%
LIBOR Lending Office: Same as Above
Raymond James Bank, N.A. 710 Carillon Parkway St. Petersburg, Florida 33716 Attention: James Armstrong	$	5,700,000.00	5.7000000000	%

Page 2

Name and Address	Commitment		Commitment Percentage
LIBOR Lending Office: Same as Above
Total	$	100,000,000.00	100.00	%

Page 3

EX-10.4

Exhibit 10.4

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“SCA”), and the Additional Subsidiary Guarantors which are a party hereto or may hereafter become a party hereto, if any (hereinafter referred to individually as a “Subsidiary Guarantor” and collectively, as “Subsidiary Guarantors”; SCA and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), and shall also include any such individual Lender acting as agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to STORE CAPITAL CORPORATION, a Maryland corporation (“Borrower”) under the Credit Agreement, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

(a)           the full and prompt payment when due, whether by acceleration or otherwise, either before or after maturity thereof, of the Term Loan Notes made by Borrower to the order of the Lenders in the aggregate principal face amount of up to One Hundred Million and No/100 Dollars ($100,000,000.00), together with interest as provided in the Term Loan Notes and together with any replacements, supplements, renewals, modifications, consolidations, restatements, increases and extensions thereof; and

(b)           the full and prompt payment when due, whether by acceleration or otherwise, either before or after maturity thereof, of each other note as may be issued under that certain Term Credit Agreement dated of even date herewith (as replaced, supplemented, amended, modified, consolidated, restated, increased or extended, hereinafter referred to as the “Credit Agreement”) among Borrower, KeyBank, for itself and as agent, and the other lenders now or hereafter a party thereto, together with interest as provided in each such note, together with any replacements, supplements, renewals, modifications, consolidations, restatements, increases, and extensions thereof (the Term Loan Notes and each of the notes described in this subparagraph (b) are hereinafter referred to collectively as the “Note”); and

(c)           the full and prompt payment and performance of any and all obligations of Borrower to Lender under the terms of the Credit Agreement, together with any supplements, renewals, modifications, consolidations, restatements, and extensions thereof; and

(d)           the full and prompt payment and performance of any and all other obligations of Borrower to Lender under any other agreements, documents or instruments now or hereafter

evidencing, securing or otherwise relating to the indebtedness evidenced by the Note or the Credit Agreement (the Note, the Credit Agreement and said other agreements, documents and instruments are hereinafter collectively referred to as the “Loan Documents” and individually referred to as a “Loan Document”).  Without limiting the generality of the foregoing, Guarantors acknowledge the terms of Section 2.8 of the Credit Agreement pursuant to which the Total Commitment under the Credit Agreement may be increased to up to $300,000,000.00 and agree that this Guaranty shall extend and be applicable to each new or replacement note delivered by the Borrower in connection with any such increase of the Total Commitment and all other obligations of Borrower under the Loan Documents as a result of such increase without notice to or consent from Guarantors, or any of them.

1.             Agreement to Pay and Perform; Costs of Collection.  Guarantors do hereby agree that following and during the continuance of an Event of Default under the Loan Documents if the Note is not paid by Borrower in accordance with its terms, or if any and all sums which are now or may hereafter become due from Borrower to Lender under the Loan Documents are not paid by Borrower in accordance with their terms, or if any and all other obligations of Borrower to Lender under the Note or of Borrower or any Guarantor under the other Loan Documents are not performed by such Borrower or Guarantor, as applicable, in accordance with their terms, Guarantors will immediately upon demand make such payments and perform such obligations.  Guarantors further agree to pay Lender on demand all reasonable costs and expenses (including court costs and reasonable attorneys’ fees and disbursements (subject to the limitation on attorney’s fees set forth in Section 14.15(f) of the Credit Agreement)) paid or incurred by Lender in endeavoring to collect the Obligations guaranteed hereby, to enforce any of the Obligations of Borrower guaranteed hereby, or any portion thereof, or to enforce this Guaranty, and until paid to Lender, such sums shall bear interest at the Default Rate set forth in Section 2.3(d) of the Credit Agreement unless collection from Guarantors of interest at such rate would be contrary to applicable law, in which event such sums shall bear interest at the highest rate which may be collected from Guarantors under applicable law.

2.             Reinstatement of Refunded Payments.  If, for any reason, any payment to Lender of any of the Obligations guaranteed hereunder is required to be refunded, rescinded or returned by Lender to Borrower, or paid or turned over to any other Person, including, without limitation, by reason of the operation of bankruptcy, reorganization, receivership or insolvency laws or similar laws of general application relating to creditors’ rights and remedies now or hereafter enacted, Guarantors agree to pay to the Lender on demand an amount equal to the amount so required to be refunded, paid or turned over (the “Turnover Payment”), the obligations of Guarantors shall not be treated as having been discharged by the original payment to Lender giving rise to the Turnover Payment, and this Guaranty shall be treated as having remained in full force and effect for any such Turnover Payment so made by Lender, as well as for any amounts not theretofore paid to Lender on account of such obligations.

3.             Rights of Lender to Deal with Collateral, Borrower and Other Persons.  Each Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without thereby releasing any Guarantor from any liability hereunder and without notice to or further consent from any Guarantor or any other Person or entity, either with or without consideration:  release or surrender any lien or other security of any kind or nature whatsoever held by it or by any Person, firm or corporation on its behalf or for its account, securing any

2

indebtedness or liability hereby guaranteed; substitute for any collateral so held by it, other collateral of like kind, or of any kind; modify the terms of the Note or the other Loan Documents; extend or renew the Note for any period; grant releases, compromises and indulgences with respect to the Note or the other Loan Documents and to any Persons or entities now or hereafter liable thereunder or hereunder; release any other guarantor (including any Guarantor), surety,  endorser, obligor or accommodation party of the Note or any other Loan Documents; or take or fail to take any action of any type whatsoever.  No such action which Lender shall take or fail to take in connection with the Note or the other Loan Documents, or any of them, or any security for the payment of the indebtedness of Borrower to Lender or for the performance of any obligations or undertakings of Borrower, any Guarantor or any other Person, nor any course of dealing with Borrower or any other Person, shall release any Guarantor’s obligations hereunder, affect this Guaranty in any way or afford any Guarantor any recourse against Lender.  The provisions of this Guaranty shall extend and be applicable to all supplements, renewals, amendments, extensions, consolidations, restatements and modifications of the Note and the other Loan Documents, and any and all references herein to the Note and the other Loan Documents shall be deemed to include any such supplements, renewals, extensions, amendments, consolidations, restatements or modifications thereof.  Without limiting the generality of the foregoing, Guarantors acknowledge the terms of Section 13.3 of the Credit Agreement and agree that this Guaranty shall extend and be applicable to each new or replacement note delivered by Borrower pursuant thereto without notice to or further consent from Guarantors, or any of them.

4.             No Contest with Lender; Subordination.  So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share.  Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower, any other Guarantor or any other Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement and each Guarantor agrees not to make or receive any payment on account of the Contribution Agreement so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans.  In the event any Guarantor shall receive any payment under or on account of the Contribution Agreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment.  In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to

3

Lender against Borrower, any other Guarantor or any other Person, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower, any other Guarantor or any other Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents.  Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

5.             Waiver of Defenses.  Guarantors hereby agree that their obligations hereunder shall not be affected or impaired by, and hereby waive and agree not to assert or take advantage of any defense based on:

(a)           (i) any change in the amount, interest rate or due date or other term of any of the obligations hereby guaranteed, (ii) any change in the time, place or manner of payment of all or any portion of the obligations hereby guaranteed, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any obligations hereby guaranteed, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the obligations hereby guaranteed or any other instrument or agreement referred to therein or evidencing any obligations hereby guaranteed or any assignment or transfer of any of the foregoing;

(b)           any subordination of the payment of the obligations hereby guaranteed to the payment of any other liability of Borrower or any other Person;

(c)           any act or failure to act by Borrower or any other Person which may adversely affect any Guarantor’s subrogation rights, if any, against Borrower or any other Person to recover payments made under this Guaranty;

(d)           any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the obligations hereby guaranteed;

(e)           any application of sums paid by Borrower or any other Person with respect to the liabilities of Lender, regardless of what liabilities of the Borrower remain unpaid;

(f)            any defense of Borrower, including without limitation, the invalidity, illegality or unenforceability of any of the Obligations;

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(g)           either with or without notice to Guarantors, any renewal, extension, modification, amendment or other changes in the Obligations, including but not limited to any material alteration of the terms of payment or performance of the Obligations;

(h)           any statute of limitations in any action hereunder or for the collection of the Note or for the payment or performance of any obligation hereby guaranteed;

(i)            the incapacity, lack of authority, death or disability of Borrower or any other Person or entity, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or in any other proceeding) of Borrower or any Guarantor or any other Person or entity;

(j)            the dissolution or termination of existence of Borrower, any Guarantor or any other Person or entity;

(k)           the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Borrower or any Guarantor or any other Person or entity;

(l)            the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, Borrower or any Guarantor or any other Person or entity, or any of Borrower’s or any Guarantor’s or any other Person’s or entity’s properties or assets;

(m)          the damage, destruction, condemnation, foreclosure or surrender of all or any part of any collateral, the Real Estate or any of the improvements located thereon;

(n)           the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation of Borrower or of any action or nonaction on the part of any other Person whomsoever in connection with any obligation hereby guaranteed;

(o)           any failure or delay of Lender to commence an action against Borrower or any other Person, to assert or enforce any remedies against Borrower under the Note or the other Loan Documents, or to realize upon any security;

(p)           any failure of any duty on the part of Lender to disclose to any Guarantor any facts it may now or hereafter know regarding Borrower (including, without limitation Borrower’s financial condition), any other Person, any collateral, or any other assets or liabilities of such Persons, whether such facts materially increase the risk to Guarantors or not (it being agreed that Guarantors assume responsibility for being informed with respect to such information);

(q)           failure to accept or give notice of acceptance of this Guaranty by Lender;

(r)            failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed;

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(s)            failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed;

(t)            any and all other notices whatsoever to which Guarantors might otherwise be entitled;

(u)           any lack of diligence by Lender in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of obligations hereby guaranteed;

(v)           the invalidity or unenforceability of the Note, or any of the other Loan Documents, or any assignment or transfer of the foregoing;

(w)          the compromise, settlement, release or termination of any or all of the obligations of Borrower under the Note or the other Loan Documents;

(x)           any transfer by Borrower or any other Person of all or any part of the security encumbered by the Loan Documents;

(y)           the failure of Lender to perfect any security or to extend or renew the perfection of any security; or

(z)           to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which Guarantors might otherwise be entitled (other than the payment and performance in full of the Obligations), it being the intention that the obligations of Guarantors hereunder are absolute, unconditional and irrevocable.

Each Guarantor understands that the exercise by Lender of certain rights and remedies may affect or eliminate such Guarantor’s right of subrogation against the Borrower, the other Guarantors or other Persons and that such Guarantor may therefore incur partially or totally nonreimbursable liability hereunder.  Nevertheless, Guarantors hereby authorize and empower Lender, its successors, endorsees and assigns, to exercise in its or their sole discretion, any rights and remedies, or any combination thereof, which may then be available, it being the purpose and intent of Guarantors that the obligations hereunder shall be absolute, continuing, independent and unconditional under any and all circumstances.  Notwithstanding any other provision of this Guaranty to the contrary, each Guarantor hereby waives and releases any claim or other rights which such Guarantor may now have or hereafter acquire against Borrower or any other Guarantor or other Person of all or any of the obligations of Guarantors hereunder that arise from the existence or performance of such Guarantor’s obligations under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Lender against Borrower or any other Guarantor or other Person or any collateral which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower or any other Guarantor or other Person, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights, except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement and each

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Guarantor agrees not to make or receive any payment on account of the Contribution Agreement so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans.  In the event any Guarantor shall receive any payment under or on account of the Contribution Agreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment.

6.             Guaranty of Payment and Performance and Not of Collection.  This is a guaranty of payment and performance and not of collection.  The liability of Guarantors under this Guaranty shall be primary, direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other Person, nor against securities or liens available to Lender, its successors, successors in title, endorsees or assigns.  Guarantors hereby waive any right to require that an action be brought against Borrower or any other Person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other Person.

7.             Rights and Remedies of Lender.  In the event of an Event of Default under the Note or the other Loan Documents, or any of them, that is continuing (it being understood that the Lender has no obligation to accept cure after an Event of Default occurs), Lender shall have the right to enforce its rights, powers and remedies thereunder or hereunder or under any other Loan Document, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  Accordingly, Guarantors hereby authorize and empower Lender upon the occurrence and during the continuance of any Event of Default under the Note or the other Loan Documents, at its sole discretion, and without notice to Guarantors, to exercise any right or remedy which Lender may have, including, but not limited to, judicial foreclosure, exercise of rights of power of sale, acceptance of a deed or assignment in lieu of foreclosure, appointment of a receiver to collect rents and profits, exercise of remedies against personal property, or enforcement of any assignment of leases, as to any security, whether real, personal or intangible.  At any public or private sale of any security or collateral for any of the Obligations guaranteed hereby, whether by foreclosure or otherwise, Lender may, in its discretion, purchase all or any part of such security or collateral so sold or offered for sale for its own account and may apply against the amount bid therefor all or any part of the balance due it pursuant to the terms of the Note or any other Loan Document without prejudice to Lender’s remedies hereunder against Guarantors for deficiencies.  If the Obligations guaranteed hereby are partially paid by reason of the election of Lender to pursue any of the remedies available to Lender, or if such Obligations are otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantors shall remain liable for the entire balance of the Obligations guaranteed hereby even though any rights which any Guarantor may have against Borrower or any other Person may be destroyed or diminished by the exercise of any such remedy.

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8.             Application of Payments.  Guarantors hereby authorize Lender, without notice to Guarantors, to apply all payments and credits received from Borrower, any Guarantor or any other Person or realized from any security in such manner and in such priority as Lender in its sole judgment shall see fit to the Obligations.

9.             Business Failure, Bankruptcy or Insolvency.  In the event of the business failure of any Guarantor or if there shall be pending any bankruptcy or insolvency case or proceeding with respect to any Guarantor under federal bankruptcy law or any other applicable law or in connection with the insolvency of any Guarantor, or if a liquidator, receiver, or trustee shall have been appointed for any Guarantor or any Guarantor’s properties or assets, Lender may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of Lender allowed in any proceedings relative to such Guarantor, or any of such Guarantor’s properties or assets, and, irrespective of whether the indebtedness or other obligations of Borrower guaranteed hereby shall then be due and payable, by declaration or otherwise, Lender shall be entitled and empowered to file and prove a claim for the whole amount of any sums or sums owing with respect to the indebtedness or other obligations of Borrower guaranteed hereby, and to collect and receive any moneys or other property payable or deliverable on any such claim.  Guarantors covenant and agree that upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantors shall not seek a supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantors by virtue of this Guaranty or otherwise.

10.          Covenants of Guarantors.  Guarantors hereby covenant and agree with Lender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the other Loan Documents have been completely performed and Lender has no further obligation to make Loans, Guarantors will comply with any and all covenants applicable to Guarantors set forth in the Credit Agreement.

11.          Rights of Set-off.  In addition to any rights of Lender under applicable law, during the continuance of any Event of Default under the Note or the other Loan Documents, Lender may at any time and without notice to Guarantors, but subject to the prior written approval of Agent, set-off and apply the whole or any portion or portions of any or all deposits (general or specific, time or demand, provisional or final, regardless of currency, maturity, or branch of Lender where the deposits are held) now or hereafter held by Lender or other sums credited by or due from any Lender to any Guarantor and any securities or other property of the Guarantors in the possession of such Lender against amounts payable under this Guaranty, whether or not any other person or persons could also withdraw money therefrom.

12.          Changes in Writing; No Revocation.  This Guaranty may not be changed orally, and no obligation of any Guarantor can be released or waived by Lender except as provided in Sections 5.11 and 14.9 of the Credit Agreement.  This Guaranty shall be irrevocable by Guarantors until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, by reason of, or pursuant to the Note and the

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Loan Documents have been completely performed and the Lenders have no further obligation to advance Loans under the Credit Agreement.

13.          Notices.  Each notice, demand, election or request provided for or permitted to be given pursuant to this Guaranty (hereinafter in this Section 13 referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or telex, and addressed as follows:

The address of Lender is:

KeyBank National Association

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  James Komperda

Telecopy No.:  (770) 510-2195

With a copy to:

Dentons US LLP
303 Peachtree Street, Suite 5300
Atlanta, Georgia  30308
Attn:  William F. Timmons, Esq.

Telecopy No.:  (404) 527-4198

The address of Guarantors is:

STORE Capital Acquisitions, LLC
8501 E. Princess Drive, Suite 190
Scottsdale, Arizona  85255
Attn:  Michael T. Bennett
Telecopy No.:  (480) 256-1101

With a copy to:

Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
Attention:  Sony Ben-Moshe
Telecopy No.:  (858) 523-5450

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Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or if transmitted by telegraph, telecopy, telefax or telex is permitted, upon being sent and confirmation of receipt.  The time period in which a response to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three (3) Business Days following such deposit or the date of receipt as disclosed on the return receipt.  Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of the Notice sent.  By giving at least fifteen (15) days’ prior Notice thereof, Borrower, Guarantors or Lenders shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

14.          Governing Law.  GUARANTORS ACKNOWLEDGE AND AGREE, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, THAT THIS GUARANTY AND THE OBLIGATIONS OF GUARANTORS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15.          CONSENT TO JURISDICTION; WAIVERS.  EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE (I) TO THE RIGHT, IF ANY, TO TRIAL BY JURY(LENDER HAVING ALSO WAIVED SUCH RIGHT TO TRIAL BY JURY), (II) TO OBJECT TO JURISDICTION WITHIN THE STATE OF NEW YORK OR VENUE IN ANY PARTICULAR FORUM WITHIN THE STATE OF NEW YORK, AND (III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN OR IN ADDITION TO ACTUAL DAMAGES.  EACH LENDER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS UNDER THE LAWS OF ANY STATE TO THE RIGHT, IF ANY, TO TRIAL BY JURY.  EACH GUARANTOR AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH GUARANTOR AT THE ADDRESS SET FORTH IN PARAGRAPH 13 ABOVE, AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL BE SO MAILED.  NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY AND AGAINST ANY GUARANTOR PERSONALLY, AND AGAINST ANY PROPERTY OF ANY GUARANTOR, WITHIN ANY OTHER STATE.  INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF GUARANTORS AND

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LENDER HEREUNDER OR OF THE SUBMISSION HEREIN MADE BY GUARANTORS TO PERSONAL JURISDICTION WITHIN THE STATE OF NEW YORK. EACH GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.  EACH GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND ACKNOWLEDGE THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH 15.  EACH GUARANTOR ACKNOWLEDGES THAT THEY HAVE HAD AN OPPORTUNITY TO REVIEW THIS PARAGRAPH 15 WITH THEIR LEGAL COUNSEL AND THAT SUCH GUARANTOR AGREES TO THE FOREGOING AS THEIR FREE, KNOWING AND VOLUNTARY ACT.

16.          Successors and Assigns.  The provisions of this Guaranty shall be binding upon Guarantors and their respective heirs, successors, successors in title, legal representatives, and assigns, and shall inure to the benefit of Lender, its successors, successors in title, legal representatives and assigns.  No Guarantor shall assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of Lender.

17.          Assignment by Lender.  This Guaranty is assignable by Lender in whole or in part in conjunction with any assignment of the Note or portions thereof, and any assignment hereof or any transfer or assignment of the Note or portions thereof by Lender shall operate to vest in any such assignee the rights and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.

18.          Severability.  If any term or provision of this Guaranty shall be determined to be illegal or unenforceable, all other terms and provisions hereof shall nevertheless remain effective and shall be enforced to the fullest extent permitted by law.

19.          Disclosure.  Guarantors agree that in addition to disclosures made in accordance with standard banking practices, any Lender may disclose information obtained by such Lender pursuant to this Guaranty to assignees or participants and potential assignees or participants hereunder subject to the terms and provisions of the Credit Agreement.

20.          No Unwritten Agreements.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

21.          Time of the Essence.  Time is of the essence with respect to each and every covenant, agreement and obligation of Guarantors under this Guaranty.

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22.          Ratification.  Guarantors do hereby restate, reaffirm and ratify each and every warranty and representation regarding Guarantors or their Subsidiaries set forth in the Credit Agreement as if the same were more fully set forth herein.

23.          Joint and Several Liability.  Each of the Guarantors covenants and agrees that each and every covenant and obligation of Guarantors hereunder shall be the joint and several obligations of each of the Guarantors.

24.          Fair Consideration.  The Guarantors represent that the Guarantors are engaged in common business enterprises related to those of the Borrower and each Guarantor will derive substantial direct or indirect economic benefit from the effectiveness and existence of the Credit Agreement, in each case, and with respect to a Guarantor, for so long as such Guarantor is a party to this Guaranty.

25.          Counterparts.  This Guaranty and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.  In proving this Guaranty it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

26.          Condition of Borrower.  Without reliance on any information supplied by the Lender, each Guarantor has independently taken, and will continue to take, whatever steps it deems necessary to evaluate the financial condition and affairs of the Borrower or any collateral, and the Lender shall not have any duty to advise any Guarantor of information at any time known to the Lender regarding such financial condition or affairs or any collateral.

[CONTINUED ON NEXT PAGE]

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IN WITNESS WHEREOF, Guarantors have executed this Guaranty under seal as of this 26th day of April, 2016.

GUARANTORS:
STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company
By:	/s/ Michael T. Bennett
Name:	Michael T. Bennett
Title:	EVP

SIGNATURES CONTINUED ON NEXT PAGE

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Lender joins in the execution of this Guaranty for the sole and limited purpose of evidencing its agreement to waiver of the right to trial by jury contained in Paragraph 15 hereof and Section 14.7 of the Credit Agreement.

KEYBANK NATIONAL ASSOCIATION,
as Agent for the Lenders
By:	/s/ Daniel L. Silbert
Name:	Daniel L. Silbert
Title:	Sr. Vice President

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EX-99.1

Exhibit 99.1

STORE Capital Announces $300 Million Long-Term Debt Financing

And Expands Unsecured Credit Facility to $500 Million

SCOTTSDALE, Ariz., April 29, 2016 - STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust (REIT) that invests in Single Tenant Operational Real Estate, today announced the closing of $300 million of long-term unsecured debt consisting of $200 million of privately placed investment grade-rated senior notes due April 28, 2026 (the “Notes”) and a $100 million floating-rate five-year term loan.  The term loan was effectively converted to a fixed rate for the term of the loan through the use of interest rate swaps.  The Notes were rated BBB- by Fitch Ratings, Inc.  Net proceeds from the issuance of the Notes and the term loan will be used to reduce amounts outstanding under the Company’s unsecured credit facility and for general corporate purposes.

STORE also announced an increase in the size of the commitment amount under its unsecured credit facility to $500 million by accessing $100 million of the accordion feature.  The accordion feature permits STORE to expand the facility to as much as $800 million over the term of the facility, which expires in September 2019.

“The unsecured term borrowing issuance is our second such issuance following the receipt of our investment-grade rating from Fitch Ratings in 2015,” said Christopher Volk, STORE’s Chief Executive Officer.  “The Notes and term loan, which bear a blended interest rate of approximately 4.1%, are consistent with our strategy to evenly ladder our long-term debt maturities, while minimizing our exposure to adjustable-rate borrowings.  This second unsecured borrowing issuance also enables us to continue to raise the already large proportion of our investments that are unencumbered.  Our long-term strategy is to pair this commitment to unsecured borrowings with our seasoned investment-grade STORE Master Funding conduit to improve the long-term diversity and efficiency of our capital structure.  Meanwhile, the increase in our short-term unsecured credit facility is consistent with our balance sheet growth and adds to our financial flexibility.  These transactions are important steps in realizing our stakeholder objectives for 2016 and beyond.”

Goldman, Sachs & Co. and Morgan Stanley acted as placement agents on the sale of the Notes. The term loan was funded through a group of banks led by KeyBanc Capital Markets and Wells Fargo Securities, LLC.

The offer and sale of the Notes have not been registered under the Securities Act of 1933 as amended, and the Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.  This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About STORE Capital

STORE Capital Corporation is an internally managed net-lease real estate investment trust, or REIT, that is the leader in the acquisition, investment and management of Single Tenant Operational Real Estate, which is its target market and the inspiration for its name. STORE Capital is one of the largest and fastest growing net-lease REITs and owns a large, well-diversified portfolio that consists of investments in 1,325 property locations, substantially all of which are profit centers, in 46 states as of December 31, 2015.  Additional information about STORE Capital can be found on its website at www.storecapital.com.

Forward-Looking Statements

Certain statements contained in this press release that are not historical facts may contain forward-looking statements. Forward-looking statements can be identified by the use of words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximate” or “plan,” or the negative of these words and phrases or similar words or phrases. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. For more information on risk factors for STORE Capital’s business, please refer to the periodic reports it files with the SEC from time to time. These forward-looking statements speak only as of the date of this press release and should not be relied upon as predictions of future events. STORE Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in STORE Capital’s expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contacts:

Financial Profiles

Investor Contact:

Moira Conlon, 310-622-8220

STORECapital@finprofiles.com

Media Contact:

Tricia Ross, 310-622-8226

STORECapital@finprofiles.com

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