as an Issuer, STORE MASTER FUNDING II, LLC, as an Issuer, STORE MASTER FUNDING III, LLC as an Issuer, STORE MASTER FUNDING IV, LLC as an Issuer, STORE MASTER FUNDING V, LLC as an Issuer, STORE MASTER FUNDING VI, LLC as an Issuer, STORE MASTER FUNDING...
Exhibit 4.2
EXECUTION VERSION
STORE MASTER FUNDING I, LLC,
as an Issuer,
STORE MASTER FUNDING II, LLC,
as an Issuer,
STORE MASTER FUNDING III, LLC
as an Issuer,
STORE MASTER FUNDING IV, LLC
as an Issuer,
STORE MASTER FUNDING V, LLC
as an Issuer,
STORE MASTER FUNDING VI, LLC
as an Issuer,
STORE MASTER FUNDING VII, LLC
as an Issuer,
and
CITIBANK, N.A.
as Indenture Trustee
SERIES 2018-1 SUPPLEMENT
Dated as of October 22, 2018
to
SIXTH AMENDED AND RESTATED MASTER INDENTURE
Dated as of October 22, 2018
NET-LEASE MORTGAGE NOTES, SERIES 2018-1
TABLE OF CONTENTS
Page
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ARTICLE I Definitions
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4
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Section 1.01.
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Definitions
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4
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ARTICLE II Creation of the Series 2018-1 Notes; Payments on the Series 2018-1 Notes
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12
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Section 2.01.
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Designation
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12
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Section 2.02.
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Payments on the Series 2018-1 Notes
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13
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Section 2.03.
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Redemption of the Series 2018-1 Notes
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15
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Section 2.04.
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Exceptions to Payment of Make Whole Amount.
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17
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Section 2.05.
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Early Refinancing Prepayment.
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17
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Section 2.06.
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Triple A Release Event
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17
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ARTICLE III Representations and Warranties
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18
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Section 3.01.
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Representations and Warranties
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18
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Section 3.02.
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Conditions Precedent Satisfied
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18
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Section 3.03.
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Collateral Representations and Warranties
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18
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ARTICLE IV Miscellaneous Provisions
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19
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Section 4.01.
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Reserved.
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19
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Section 4.02.
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Ratification of Indenture
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19
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Section 4.03.
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Future Funding Deposit.
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19
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Section 4.04.
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Counterparts
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19
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Section 4.05.
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Governing Law
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19
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Section 4.06.
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Beneficiaries
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19
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Section 4.07.
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Limited Recourse
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20 |
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Section 4.08.
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Notice to the Rating Agency
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20 |
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Section 4.09.
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Co-Issuer Status
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20 |
Exhibits
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EXHIBIT A
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Additional Representations and Warranties
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Schedules
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SCHEDULE I-A
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Properties / Tenants
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SCHEDULE I-B
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Mortgage Loans
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SCHEDULE I-C
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Representations and Warranties Exception Schedule
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SCHEDULE II
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Reserved
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SCHEDULE III-A
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Reserved
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SCHEDULE III-B
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Amortization Schedule (Series 2013-1 Notes)
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SCHEDULE III-C
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Amortization Schedule (Series 2013-2 Notes)
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SCHEDULE III-D
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Amortization Schedule (Series 2013-3 Notes)
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SCHEDULE III-E
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Amortization Schedule (Series 2014-1 Notes)
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SCHEDULE III-F
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Amortization Schedule (Series 2015-1 Notes)
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SCHEDULE III-G
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Amortization Schedule (Series 2016-1 Notes)
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SCHEDULE III-H
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Amortization Schedule (Series 2018-1 Class A-1 (AAA) Notes)
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SCHEDULE III-I
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Amortization Schedule (Series 2018-1 Class A-2 (AAA) Notes)
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SCHEDULE III- J
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Amortization Schedule (Series 2018-1 Class A-3 (A+) Notes)
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SCHEDULE III-K
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Amortization Schedule (Series 2018-1 Class A-4 (A+) Notes)
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SCHEDULE III-L
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Amortization Schedule (Series 2018-1 Class B Notes)
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SERIES 2018-1 SUPPLEMENT, dated as of October 22, 2018 (the “Series 2018-1 Supplement”), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI,
LLC, STORE Master Funding VII, LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.
Pursuant to this Series 2018-1 Supplement to the Sixth Amended and Restated Master Indenture (the “Master Indenture”), dated as of October 22, 2018, among the Issuers and the Indenture Trustee, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “Series 2018-1 Notes”), which consists of the Series 2018-1 Class A-1 (AAA) Notes, the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-3
(A+) Notes, the Series 2018-1 Class A-4 (A+) Notes and the Series 2018-1 Class B Notes (each, as defined below), and specify the Principal Terms thereof.
Pursuant to the Fifth Amended and Restated Master Indenture, dated as of October 18, 2016, as supplemented by the Series 2012-1
Supplement (as amended by the Omnibus Amendment Number One, dated May 4, 2017 (the “Omnibus Amendment”), among the Issuers and the Indenture Trustee,
the “Series 2012-1 Supplement”), dated as of August 23, 2012, among STORE Master Funding I, LLC and the Indenture Trustee, as further supplemented by
the Series 2013-1 Supplement (as amended by the Omnibus Amendment, “Series 2013-1 Supplement”), dated as of March 27, 2013, among STORE Master Funding
I, LLC, STORE Master Funding II, LLC and the Indenture Trustee, as further supplemented by the Series 2013-2 Supplement (as amended by the Omnibus Amendment, “Series
2013-2 Supplement”), dated as of July 25, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and the Indenture Trustee, as further supplemented by the Series 2013-3 Supplement (as
amended by the Omnibus Amendment, “Series 2013-3 Supplement”), dated as of December 3, 2013, among STORE Master Funding I, LLC, STORE Master Funding
II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC and the Indenture Trustee, as further supplemented by the Series 2014-1 Supplement (as amended by the Omnibus Amendment, “Series 2014-1 Supplement”), dated as of May 6, 2014, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V,
LLC and the Indenture Trustee, as further supplemented by the Series 2015-1 Supplement (as amended by the Omnibus Amendment, “Series 2015-1 Supplement”),
dated as of April 16, 2015, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and the Indenture Trustee, and as
further supplemented by the Series 2016-1 Supplement (as amended by the Omnibus Amendment, “Series 2016-1 Supplement”), dated as of October 18, 2016,
among the Issuers and the Indenture Trustee, the Issuers issued the Net-Lease Mortgage Notes, Series 2016-1 (the “Series 2016-1 Notes”), with an
initial series principal balance equal to $355,000,000.
2
Pursuant to the Fourth Amended and Restated Master Indenture, dated as of April 16, 2015, as supplemented by the Series 2012-1
Supplement, as further supplemented by the Series 2013-1 Supplement, as further supplemented by the Series 2013-2 Supplement, as further supplemented by the Series 2013-3 Supplement, as further supplemented by the Series 2014-1 Supplement and as
further supplemented by the Series 2015-1 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and STORE Master Funding VI, LLC issued the
Net-Lease Mortgage Notes, Series 2015-1 (the “Series 2015-1 Notes”), with an initial series principal balance equal to $395,000,000.
Pursuant to the Third Amended and Restated Master Indenture, dated as of May 6, 2014, among STORE Master Funding I, LLC, STORE Master
Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement, as
further supplemented by the Series 2013-2 Supplement, as further supplemented by the Series 2013-3 Supplement, as further supplemented by the Series 2014-1 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master
Funding III, LLC, STORE Master Funding IV, LLC and STORE Master Funding V, LLC issued the Net-Lease Mortgage Notes, Series 2014-1 (the “Series 2014-1 Notes”),
with an initial series principal balance equal to $277,500,000.
Pursuant to the Second Amended and Restated Master Indenture, dated as of December 3, 2013, among STORE Master Funding I, LLC, STORE
Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC and the Indenture Trustee, as supplemented by the Series 2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement, as further supplemented by
the Series 2013-2 Supplement and as further supplemented by the Series 2013-3 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and STORE Master Funding IV, LLC issued the Net-Lease Mortgage
Notes, Series 2013-3 (the “Series 2013-3 Notes”), with an initial series principal balance equal to $190,000,000.
Pursuant to the Amended and Restated Master Indenture (the “Amended and Restated Master Indenture”), dated as of March 27, 2013, among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC and the Indenture Trustee, as supplemented by the Series
2012-1 Supplement, as further supplemented by the Series 2013-1 Supplement and as further supplemented by the Series 2013-2 Supplement, STORE Master Funding I, LLC, STORE Master Funding II, LLC and STORE Master Funding III, LLC issued the
Net-Lease Mortgage Notes, Series 2013-2 (the “Series 2013-2 Notes”), with an initial series principal balance equal to $218,500,000.
Pursuant to the Amended and Restated Master Indenture, as supplemented by the Series 2012-1 Supplement and as further supplemented by
the Series 2013-1 Supplement, STORE Master Funding I, LLC and STORE Master Funding II, LLC issued the Net-Lease Mortgage Notes, Series 2013-1 (the “Series 2013-1
Notes”), with an initial series principal balance equal to $270,000,000.
Pursuant to the Master Indenture, dated as of August 23, 2012, among STORE Master Funding I, LLC and the Indenture Trustee, as
supplemented by the Series 2012-1 Supplement, STORE Master Funding I, LLC issued the Net-Lease Mortgage Notes, Series 2012-1 (the “Series 2012-1 Notes”),
with an initial series principal balance equal to $229,500,000.
3
Pursuant to the Indenture, the Issuers, together with any applicable co-issuers, may from time to time direct the Indenture Trustee to
authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a related Series Supplement to the Indenture.
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Master Indenture or in the Property
Management Agreement, as applicable.
“Accrual Period”: With respect to the
Series 2018-1 Notes and any Payment Date, the period from and including the immediately preceding Payment Date (or, with respect to the initial Accrual Period, from and including the Series Closing Date) to, but excluding, such Payment Date.
“Allocated Loan Amount”: As defined
in the Property Management Agreement.
“Allocated Release Amount”: For a
Released Asset (other than any Delinquent Asset or Defaulted Asset purchased by the Special Servicer or the Property Manager or any assignee thereof or sold to a STORE SPE), an amount equal to the lesser of (A) the Fair Market Value of such
Released Asset and (B) one hundred fifteen percent (115%) of the Allocated Loan Amount of such Released Asset.
“Anticipated Repayment Date”: With
respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3(A+) Notes, the Payment Date occurring in October 2024. The Anticipated Repayment Date for the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-4
(A+) Notes and the Series 2018-1 Class B Notes is the Payment Date occurring in October 2027.
“Collateral Defect”: As defined in
the Property Management Agreement.
“Controlling Party”: With respect to
the Series 2018-1 Notes, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes, or, if such Series 2018-1 Class A
(AAA) Notes have been paid in full, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes, or, if such Series
2018-1 Class A (A+) Notes have been paid in full, Noteholders (excluding STORE Capital and any of its affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2018-1 Class B Notes.
“Early Amortization Period”: With
respect to the Series 2018-1 Notes, (a) as defined in the Master Indenture and (b) in the event that the Issuers do not repay the Outstanding Principal Balance of the Series 2018-1 Notes in full on or prior to the applicable Anticipated Repayment
Date commencing on the applicable Anticipated Repayment Date.
4
“Early Refinancing Notice Date”: As
defined in Section 2.05.
“Early Refinancing Prepayment”: As
defined in Section 2.05.
“Future Funding Deposit”: As defined
in Section 4.03(a).
“Guaranty”: With respect to the
Series 2018-1 Notes, the Guaranty, dated as of August 23, 2012, by STORE Capital in favor of the Indenture Trustee and the Collateral Agent, for the benefit of the Noteholders, as may
be amended or restated from time to time.
“Indenture”: With respect to the
Series 2018-1 Notes, the Sixth Amended and Restated Master Indenture, dated as of October 22, 2018, as supplemented by the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the
Series 2014-1 Supplement, the Series 2015-1 Supplement, the Series 2016-1 Supplement, this Series 2018-1 Supplement and any other Series Supplement, as applicable, each as may be amended or supplemented from time to time.
“Indenture Trustee Fee Rate”: With
respect to the Series 2018-1 Notes, 0.0095%.
“Initial Principal Balance”: With
respect to each Class of the Series 2018-1 Notes, as set forth on the table in Section 2.01(a) hereof.
“Initial Purchaser”: Each of Credit
Suisse Securities (USA) LLC and Xxxxxxx, Xxxxx & Co.
“Issuer Interests”: The limited
liability company interests of STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and STORE Master Funding VII, LLC.
“Issuer Member”: With respect to the
Series 2018-1 Notes, STORE Capital Acquisitions, LLC.
“Limited Liability Company Agreement”:
(i) The Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding I, LLC, dated as of November 14, 2013; (ii) the Third Amended and Restated Limited Liability Company Agreement of STORE Master Funding II, LLC, dated
as of November 14, 2013; (iii) the Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding III, LLC, dated as of November 14, 2013; (iv) the Amended and Restated Limited Liability Company Agreement of STORE Master
Funding IV, LLC, dated as of November 14, 2013; (v) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding V, LLC, dated as of April 28, 2014; (vi) the Amended and Restated Limited Liability Company Agreement of
STORE Master Funding VI, LLC, dated as of April 15, 2015; and (vii) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding VII, dated as of October 13, 2016, LLC, each as may be amended or restated from time to time.
5
“Make Whole Amount”: With respect to
the Series 2018-1 Notes and any Payment Date (I) upon which any Unscheduled Principal Payment related to any Third Party Option Price received as a result of a Third Party Purchase Option, Payoff Amounts received in connection with releases and
sales of Leases and Properties, any proceeds derived from each un-leased Property (exclusive of related operating costs, including certain reimbursements payable to the Property Manager in connection with the operation and disposition of such
un-leased Property), or any other amount disbursed from the Release Account to the Collection Account relating to Released Assets, shall be paid pursuant to Section 2.02
of this Series Supplement or (II) (x) with respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3 (A+) Notes, that occurs more than twenty-four (24) months prior to the Anticipated Repayment Date for such Class of
Series 2018-1 Notes or (y) with respect to the Series 2018-1 Class A-2 (AAA) Notes and the Series 2018-1 Class A-4 (A+) Notes, that occurs more than thirty-six (36) months prior to the Anticipated Repayment Date for such Class of Series 2018-1
Notes, upon which a Voluntary Prepayment is made, the payment due to each Series 2018-1 Noteholder in an amount not less than zero (as calculated two (2) Business Days prior to such Payment Date) equal to: the product of (1) the Applicable
Paydown Percentage and (2)(A) using the Reinvestment Yield, the sum of the present values of the scheduled payments of principal and interest remaining until the applicable Anticipated Repayment Date (calculated prior to the application of the
Voluntary Prepayment or Unscheduled Principal Payment, as applicable), minus (B) the amount of principal repaid by the Voluntary Prepayment or Unscheduled Principal Payment, as applicable.
“Maximum Property Concentrations”:
With respect to any Determination Date and any concentration set forth below, means a percentage equal to the aggregate Allocated Loan Amounts in such concentration over the aggregate Allocated Loan Amounts of the Collateral Pool: (a) with
respect to the Other Amusement and Recreation Industries (7139) industry group from the North American Industry Classification System as of any Determination Date, a percentage equal to 20.0%, and (b) in the case of any other industry group from
the North American Industry Classification System (other than Restaurants and Other Eating Places, so long as no related Restaurant Concept exceeds 12.5% of the Allocated Loan Amount of the Collateral Pool) as of any Determination Date, a
percentage no greater than 15.0% as of such Determination Date; (ii) with respect to any Tenant (including affiliates thereof), (a) in the case of the largest Tenant (including affiliates thereof) as of any Determination Date, a percentage equal
to 12.5% and (b) in the case of the 5 largest Tenants (including affiliates thereof) as of any Determination Date, an aggregate percentage equal to 45% as of such Determination Date; (iii) (a) with respect to Properties located in any state
(other than Texas, Illinois and Tennessee) as of any Determination Date, a percentage equal to 12.5%; (b) with respect to Properties located in Illinois or Tennessee as of any Determination Date, a percentage equal to 15.0% as of such
Determination Date and (c) with respect to Properties located in Texas as of any Determination Date, a percentage equal to 27.5% as of such Determination Date; (iv) with respect to Properties with a 4-Wall FCCR less than 1.4x as of any
Determination Date, a percentage equal to 12.0% as of such Determination Date; (v) with respect to ground leases as of any Determination Date, a percentage equal to 2% as of such Determination Date; (vi) with respect to Tenants which pay
Percentage Rent only as of any Determination Date, a percent equal to 2.0% as of such Determination Date; (vii) with respect to Properties with less than 12 months of operating history at such location as of any Determination Date, a percentage
equal to 10.0% as of such Determination Date and (viii) (a) with respect to Mortgage Loans, as of any Determination Date prior to a New Issuance, a percentage no greater than 0.0% as of such Determination Date and (b) with respect to Mortgage
Loans, as of any Determination Date on or after the date of the first New Issuance, a percentage no greater than 20.0% as of such Determination Date.
6
“Note Interest”: The Series 2018-1
Class A-1 (AAA) Note Interest, the Series 2018-1 Class A-2 (AAA) Note Interest, the Series 2018-1 Class A-3 (A+) Note Interest, the Series 2018-1 Class A-4 (A+) Note Interest or the Series 2018-1 Class B Note Interest, as applicable.
“Note Rate”: The Series 2018-1 Class
A-1 (AAA) Note Rate, the Series 2018-1 Class A-2 (AAA) Note Rate, the Series 2018-1 Class A-3 (A+) Note Rate, the Series 2018-1 Class A-4 (A+) Note Rate or the Series 2018-1 Class B Note Rate, as applicable.
“Post-ARD Additional Interest Rate”:
With respect to the Series 2018-1 Notes, a rate determined by the Property Manager to be the greater of (i) 5.0% and (ii) the applicable Post-ARD Reset Rate.
“Post-ARD Reset Rate”: With respect
to the Series 2018-1 Notes, the positive amount (expressed as a rate per annum), if any, by which (i) the sum of (A) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities
Industry and Financial Markets Association) on the applicable Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years, plus (B) 5.0%, plus (C) the applicable Post-ARD Spread exceeds (ii) the
applicable Note Rate.
“Post-ARD Spread”: (i) With respect
to the Series 2018-1 Class A-1 (AAA) Notes, a percentage equal to 0.85%, (ii) with respect to the Series 2018-1 Class A-2 (AAA) Notes, a percentage equal to 1.15%, (iii) and with respect to the Series 2018-1 Class A-3 (A+) Notes, a percentage
equal to 1.30%, (iv) with respect to the Series 2018-1 Class A-4 (A+) Notes, a percentage equal to 1.60% and (v) with respect to the Series 2018-1 Class B Notes, a percentage equal to 2.60%; provided, however, that with respect to the Series 2018-1 Class B Notes, such rate may be reset by the Issuers in the
future.
“Private Placement Memorandum”: With
respect to the Series 2018-1 Notes, the Private Placement Memorandum dated October 1, 2018.
“Qualified Release Amount”: A portion
of the Collateral Pool that may be released in connection with an Early Refinancing Prepayment, applying a Release Price equal to the greater of Fair Market Value and one hundred twenty-five percent (125%) of the Allocated Loan Amount of the
Properties, Hybrid Leases and/or Loans being released, that in the aggregate is no greater than the dollar amount of the Notes being prepaid in connection with such Early Refinancing Prepayment.
“Rated Final Payment Date”: With
respect to the Series 2018-1 Notes, the Payment Date occurring in October 2048.
“Reinvestment Yield”: With respect to
any Class of Series 2018-1 Notes, the yield on United States Treasury Securities having the closest maturity (month and year) to the weighted average life of such Class of Notes as of such Payment Date, based on the Anticipated Repayment Date of
such Class of Notes (prior to the application of any Voluntary Prepayment or Unscheduled Principal Payment with respect thereto; if more than one such quoted United States Treasury Security has the same maturity date, then the yield of the United
States Treasury Security quoted closest to par), plus 0.50%.
7
“Scheduled Class A-1 (AAA) Principal Balance”:
With respect to any Payment Date and the Series 2018-1 Class A-1 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-H.
“Scheduled Class A-1 (AAA) Principal Payment”:
With respect to each Payment Date and the Series 2018-1 Class A-1 (AAA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-1 (AAA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related
Scheduled Class A-1 (AAA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-1 (AAA) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal
Balance of the Series 2018-1 Class A-1 (AAA) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-1
(AAA) Principal Balance for the prior Payment Date
“Scheduled Class A-2 (AAA) Principal Balance”:
With respect to any Payment Date and the Series 2018-1 Class A-2 (AAA) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-I.
“Scheduled Class A-2 (AAA) Principal Payment”:
With respect to each Payment Date and the Series 2018-1 Class A-2 (AAA) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-2 (AAA) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related
Scheduled Class A-2 (AAA) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-2 (AAA) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal
Balance of the Series 2018-1 Class A-2 (AAA) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-2
(AAA) Principal Balance for the prior Payment Date.
“Scheduled Class A-3 (A+) Principal Balance”:
With respect to any Payment Date and the Series 2018-1 Class A-3 (A+) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-J.
“Scheduled Class A-3 (A+) Principal Payment”:
With respect to each Payment Date and the Series 2018-1 Class A-3 (A+) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-3 (A+) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related
Scheduled Class A-3 (A+) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-3 (A+) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal
Balance of the Series 2018-1 Class A-3 (A+) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-3
(A+) Principal Balance for the prior Payment Date.
“Scheduled Class A-4 (A+) Principal Balance”:
With respect to any Payment Date and the Series 2018-1 Class A-4 (A+) Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-K.
8
“Scheduled Class A-2 (A+) Principal Payment”:
With respect to each Payment Date and the Series 2018-1 Class A-4 (A+) Notes, an amount equal to the sum of (a) any unpaid portion of Scheduled Class A-4 (A+) Principal Payment, from prior Payment Dates and (b) the product of (i)(A) the related
Scheduled Class A-4 (A+) Principal Balance for the prior Payment Date minus (B) the Scheduled Class A-4 (A+) Principal Balance for the current Payment Date and (ii) a fraction (A) the numerator of which is equal to the Outstanding Principal
Balance of the Series 2018-1 Class A-4 (A+) Notes (without taking into account any payments to be made on such Payment Date) minus the amounts specified in clause (a) of this definition and (B) the denominator of which is the Scheduled Class A-4
(A+) Principal Balance for the prior Payment Date.
“Scheduled Class B Principal Balance”:
With respect to any Payment Date and the Series 2018-1 Class B Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule III-L.
“Scheduled Class B Principal Payment”:
With respect to each Payment Date and the Series 2018-1 Class B Notes, an amount equal to (i) on any Payment Date prior to the Anticipated Repayment Date, zero dollars ($0) and (ii) on the Anticipated Repayment Date, the Outstanding Principal
Balance of the Series 2018-1 Class B Notes.
“Scheduled Series Principal Balance”:
With respect to any Payment Date, the sum of the Scheduled Class A-1 (AAA) Principal Balance, the Scheduled Class A-2 (A+) Principal Balance and the Scheduled Class B Principal Balance.
“Series 2018-1 Class A (AAA) Notes”:
Collectively, the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes.
“Series 2018-1 Class A (A+) Notes”:
Collectively, the Series 2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes.
“Series 2018-1 Class A (AAA) Noteholder”:
With respect to any Series 2018-1 Class (AAA) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class A (A+) Noteholder”:
With respect to any Series 2018-1 Class A (A+) Notes, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class A-1 (AAA) Noteholder”:
With respect to any Series 2018-1 Class A-1 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class A-1 (AAA) Note Interest”: On any Payment Date for the Series 2018-1 Class A-1 (AAA)
Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-1 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-1 (AAA) Notes before giving effect to any payments of
principal on such Payment Date.
9
“Series 2018-1 Class A-1 (AAA) Note Rate”:
The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-1 (AAA) Notes.
“Series 2018-1 Class A-1 (AAA) Notes”:
Any of the Series 2018-1 Class A-1 (AAA) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form
of Exhibits X-0, X-0, X-0, X-0 or A-5 attached to the Indenture.
“Series 2018-1 Class A-2 (AAA) Noteholder”:
With respect to any Series 2018-1 Class A-2 (AAA) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class A-2 (AAA) Note Interest”: On any Payment Date for the Series 2018-1 Class A-2 (AAA)
Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-2 (AAA) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes before giving effect to any payments of
principal on such Payment Date.
“Series 2018-1 Class A-2 (AAA) Note Rate”:
The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-2 (AAA) Notes.
“Series 2018-1 Class A-2 (AAA) Notes”:
Any of the Series 2018-1 Class A-2 (AAA) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form
of Exhibits X-0, X-0, X-0, X-0 or A-5 attached to the Indenture.
“Series 2018-1 Class A-3 (A+) Noteholder”:
With respect to any Series 2018-1 Class A-3 (A+) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class A-3 (A+) Note Interest”:
On any Payment Date for the Series 2018-1 Class A-3 (A+) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-3 (A+) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-3 (A+)
Notes before giving effect to any payments of principal on such Payment Date.
“Series 2018-1 Class A-3 (A+) Note Rate”:
The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-3 (A+) Notes.
“Series 2018-1 Class A-3 (A+) Notes”:
Any of the Series 2018-1 Class A-3 (A+) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form
of Exhibits X-0, X-0, X-0, X-0 or A-5 attached to the Indenture.
“Series 2018-1 Class A-4 (A+) Noteholder”:
With respect to any Series 2018-1 Class A-4 (A+) Note, the applicable Noteholder, as such term is further defined in the Master Indenture.
10
“Series 2018-1 Class A-4 (A+) Note Interest”:
On any Payment Date for the Series 2018-1 Class A-4 (A+) Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class A-4 (A+) Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+)
Notes before giving effect to any payments of principal on such Payment Date.
“Series 2018-1 Class A-4 (A+) Note Rate”:
The Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class A-4 (A+) Notes.
“Series 2018-1 Class A-4 (A+) Notes”:
Any of the Series 2018-1 Class A-4 (A+) Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form
of Exhibits X-0, X-0, X-0, X-0 or A-5 attached to the Indenture.
“Series 2018-1 Class B Noteholder”:
With respect to any Series 2018-1 Class B Note, the applicable Noteholder, as such term is further defined in the Master Indenture.
“Series 2018-1 Class B Note Interest”:
On any Payment Date for the Series 2018-1 Class B Notes, the interest accrued during the related Accrual Period at the Series 2018-1 Class B Note Rate, applied to the Outstanding Principal Balance of the Series 2018-1 Class B Notes before giving
effect to any payments of principal on such Payment Date.
“Series 2018-1 Class B Note Rate”: The
Note Rate set forth in Section 2.01(a) hereof that corresponds to the Series 2018-1 Class B Notes; provided, however, that such annual rate may be reset by the Issuers in the future so long as such reset Note Rate does not
exceed the Note Rate Series 2018-1 Class B Notes applicable on the date hereof.
“Series 2018-1 Class B Notes”: Any of
the Series 2018-1 Class B Notes, issued pursuant to this Series 2018-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits
X-0, X-0, X-0, X-0 or A-5 attached to the Indenture.
“Series 2018-1 Note”: Any of the
Series 2018-1 Class A-1 (AAA) Notes, Series 2018-1 Class A-2 (AAA) Notes, Series 2018-1 Class A-3 (A+) Notes, Series 2018-1 Class A-4 (A+) Notes and Series 2018-1 Class B Notes.
“Series 2018-1 Noteholder”: Any of
the Series 2018-1 Class A-1 (AAA) Noteholders, Series 2018-1 Class A-2 (AAA) Noteholders, Series 2018-1 Class A-3 (A+) Noteholders, Series 2018-1 Class A-4 (A+) Noteholders and Series 2018-1 Class B Noteholders.
“Series 2018-1 Redemption Date”: As
defined in Section 2.03(a).
“Series Closing Date”: October 22,
2018.
“Series Disposition Period Date”: As
defined in Section 2.01(f).
“Triple A Release Event”: As defined
in Section 2.06.
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“Unscheduled Principal Payment”: With
respect to any Payment Date, the sum of (A) all Unscheduled Proceeds (other than any Unscheduled Proceeds described in clause (vii) of the definition thereof) that are deposited into the Collection Account for such Payment Date and (B) all
Allocated Release Amounts associated with any Release Price deposited into the Collection Account (including Allocated Release Amounts disbursed from the Release Account to the Collection Account) during the related Collection Period.
ARTICLE II
CREATION OF THE SERIES 2018-1 NOTES; PAYMENTS ON THE SERIES 2018-1 NOTES
Section 2.01. Designation.
(a) There is hereby created a Series of
Notes consisting of the Series 2018-1 Class A-1 (AAA) Notes, the Series 2018-1 Class A-2 (AAA) Notes, the Series 2018-1 Class A-3 (A+) Notes, the Series 2018-1 Class A-4 (A+) Notes and the Series 2018-1 Class B Notes to be issued by the Issuers
pursuant to the Indenture and this Series 2018-1 Supplement to be known as “Net-Lease Mortgage Notes, Series 2018-1.” The Series 2018-1 Notes shall have the following Class Designations, Initial Principal Balances, Note Rates and Ratings:
Class Designation
|
Initial
Principal Balance
|
Note Rate
|
Ratings (S&P)
|
||||||
Series 2018-1 Class A-1 (AAA) Notes
|
$
|
150,000,000
|
3.96
|
%
|
AAA(sf)
|
||||
Series 2018-1 Class A-2 (AAA) Notes
|
$
|
228,000,000
|
4.29
|
%
|
AAA(sf)
|
||||
Series 2018-1 Class A-3 (A+) Notes
|
$
|
50,000,000
|
4.40
|
%
|
A+(sf)
|
||||
Series 2018-1 Class A-4 (A+) Notes
|
$
|
164,000,000
|
4.74
|
%
|
A+(sf)
|
||||
Series 2018-1 Class B Notes
|
$
|
34,000,000
|
5.72
|
%1
|
BBB(sf)
|
1 The Note Rate with respect to the Series 2018-1 Class B Notes
may be reset by the Issuers in the future, subject to the restrictions set forth in this Indenture.
The Note Interest with respect to the Series 2018-1 Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Series 2018-1 Notes shall not have preference or priority over the Notes of any other Series except to the extent set forth in the
Indenture. The Series 2018-1 Notes shall not be subordinate to any other Series.
(b) The initial Payment Date with
respect to the Series 2018-1 Notes shall be the Payment Date occurring in November 2018. The Rated Final Payment Date with respect to the Series 2018-1 Notes shall be on the Payment Date in October 2048.
(c) The initial Collection Period
with respect to the Series 2018-1 Notes shall be the period commencing on the Series Closing Date and ending on the Determination Date in November 2018.
(d) On the Series Closing Date, (1)
the Series 2018-1 Class A Notes shall be issued in the form of Book-Entry Notes and (2) the Series 2018-1 Class B Notes offered and sold shall be issued in the form of Definitive Notes. For the avoidance of doubt, the Series 2018-1 Notes may be
transferred in accordance with Article II of the Master Indenture, subject to the additional requirements set forth herein.
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(e) Each statement, notice or other
document related to the Series 2018-1 Notes required to be provided to any applicable Rating Agency pursuant to Sections 5.14 or 6.02 of the Master Indenture via email shall be sent to the following address: xxxxxxxx_xxxxxxx@xxxxx.xxx.
(f) The “Series Disposition Period Date” with respect to the Series 2018-1 Notes shall be the Payment Date occurring in October 2045.
Section 2.02. Payments on the
Series 2018-1 Notes. On each Payment Date, the Indenture Trustee will apply and distribute the Series Available Amount with respect to the Series 2018-1
Notes for such Payment Date for the following purposes and in the following order of priority:
(1) on a pro rata basis, (a) to the Series 2018-1 Class A-1 (AAA) Noteholders, the Series 2018-1 Class A-1 (AAA) Note Interest, plus unpaid Series 2018-1 Class A-1 (AAA) Note Interest
from any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class A-1 (AAA) Note Interest at the Series 2018-1 Class A-1 (AAA) Note Rate, and (b) to the holders of the Series 2018-1 Class A-2 (AAA) Notes, the Note
Interest with respect to the Series 2018-1 Class A-2 (AAA) Notes, plus unpaid Note Interest with respect to the Series 2018-1 Class A-2 (AAA) Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note
Rate applicable to the Series 2018-1 Class A-2 (AAA) Notes;
(2) on a pro rata basis, (a) to the Series 2018-1 Class A-3 (A+) Noteholders, the Series 2018-1 Class A-3 (A+) Note Interest, plus unpaid Series 2018-1 Class A-3 (A+) Note Interest from
any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class A-2 (A+) Note Interest at the Series 2018-1 Class A-3 (A+) Note Rate, and (b) to the Series 2018-1 Class A-4 (A+) Noteholders, the Note Interest with respect to
the Series 2018-1 Class A-4 (A+) Notes, plus unpaid Note Interest with respect to the Series 2018-1 Class A-4 (A+) Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the
Series 2018-1 Class A-4 (A+) Notes;
(3) to the Series 2018-1 Class B
Noteholders, the Series 2018-1 Class B Note Interest, plus unpaid Series 2018-1 Class B Note Interest from any prior Payment Date, together with interest on any such unpaid Series 2018-1 Class B Note Interest at the Series 2018-1 Class B Note
Rate;
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(4) (a) so long as no Early
Amortization Period or Event of Default has occurred and is continuing, on a pro rata basis, (i) to the Series 2018-1 Class A-1 (AAA) Noteholders, an
amount equal to the Scheduled Class A-1 (AAA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class
A-1 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal
Balance of the Series 2018-1 Class A-1 (AAA) Notes has been reduced to zero) and (ii) to the Series 2018-1 Class A-2 (AAA) Noteholders, an amount equal to the Scheduled Class A-2 (AAA) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A
(AAA) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-2 (AAA) Notes has been reduced to zero), or (b) if an Early
Amortization Period or Indenture Event of Default has occurred and is continuing, on a pro rata basis (based on the Outstanding Principal Balance of each
Class as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes), to the Series 2018-1 Class A-1 (AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders all remaining Series Available Amounts until
the Outstanding Principal Balance of the Series 2018-1 Class A (AAA) Notes has been reduced to zero;
(5) (a) so long as no Early
Amortization Period or Event of Default has occurred and is continuing, on a pro rata basis, (i) to the Series 2018-1 Class A-3 (A+) Noteholders, an amount
equal to the Scheduled Class A-3 (A+) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-3
(A+) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes) of any Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of
the Series 2018-1 Class A-3 (A+) Notes has been reduced to zero) and (ii) to the Series 2018-1 Class A-4 (A+) Noteholders, an amount equal to the Scheduled Class A-4 (A+) Principal Payment and a pro rata share (based on the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes as a percentage of the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes) of any
Unscheduled Principal Payment allocable to the Series 2018-1 Notes for such Payment Date (until the Outstanding Principal Balance of the Series 2018-1 Class A-4 (A+) Notes has been reduced to zero), or (b) if an Early Amortization Period or
Indenture Event of Default has occurred and is continuing, on a pro rata basis (based on the Outstanding Principal Balance of each Class as a percentage of
the Outstanding Principal Balance of the Series 2018-1 Class A (A+) Notes), to the Series 2018-1 Class A-3 (A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders all remaining Series Available Amounts until the Outstanding Principal
Balance of the Series 2018-1 Class A (A+) Notes has been reduced to zero;
(6) (a) so long as no Early
Amortization Period or Event of Default has occurred and is continuing, to the Series 2018-1 Class B Noteholders, an amount equal to the Scheduled Class B Principal Payment and the Unscheduled Principal Payment allocable to the Series 2018-1
Notes for such Payment Date remaining after distributions to the Series 2018-1 Class A-1 (AAA), the Series 2018-1 Class A-2 (AAA) Notes, Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes, respectively, pursuant to clauses 4(a) and 5(a) above, if any; or (b) if an Early Amortization Period or an Event of
Default has occurred and is continuing, to the Series 2018-1 Class B Noteholders, all remaining Series Available Amounts until the Outstanding Principal Balance of the Series 2018-1 Class B Notes has been reduced to zero;
14
(7) to the Series 2018-1 Class A-1
(AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders, pro rata, based on the amount payable, the Make Whole Amount allocated to the Series
2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes, if any, due on such Payment Date;
(8) to the Series 2018-1 Class A-3
(A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders, pro rata, based on the amount payable, the Make Whole Amount allocated to the Series
2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes, if any, due on such Payment Date;
(9) to the Series 2018-1 Class B
Noteholders, the Make Whole Amount allocated to the Series 2018-1 Class B Notes, if any, due on such Payment Date;
(10) to the Series 2018-1 Class A-1
(AAA) Noteholders and the Series 2018-1 Class A-2 (AAA) Noteholders, pro rata, based on the amount payable, any Post-ARD Additional Interest and Deferred
Post-ARD Additional Interest, if any, due to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-2 (AAA) Notes on such Payment Date;
(11) to the Series 2018-1 Class A-3
(A+) Noteholders and the Series 2018-1 Class A-4 (A+) Noteholders, pro rata, based on the amount payable, any Post-ARD Additional Interest and Deferred
Post-ARD Additional Interest, if any, due to the Series 2018-1 Class A-3 (A+) Notes and the Series 2018-1 Class A-4 (A+) Notes on such Payment Date;
(12) to the Series 2018-1 Class B
Noteholders, any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest, if any, due to the Series 2018-1 Class B Notes on such Payment Date; and
(13) to the Issuers, all remaining
Series Available Amounts.
Section 2.03. Redemption of the Series 2018-1 Notes.
(a) The Issuers may, at their option,
elect to purchase the Outstanding Principal Balance of the Series 2018-1 Notes, in whole or in part, on any Business Day commencing with the Series Closing Date (such date, the “Series 2018-1 Redemption Date”) in an amount sufficient to pay (i) the then Outstanding Principal Balance of the Series 2018-1 Notes, plus all accrued and unpaid interest thereon, (ii) all amounts related to
the Series 2018-1 Notes that are outstanding to the Indenture Trustee, the Property Manager, the Special Servicer and the Back-Up Manager, and (iii) the required Make Whole Amount, if applicable, by giving written notice to the Indenture Trustee,
the Property Manager, the Special Servicer, the Back-Up Manager and the Rating Agencies no less than fifteen (15) days prior to the Series 2018-1 Redemption Date; provided, however, such notice may be a revocable notice and may be withdrawn up to four (4) Business Days prior to such Series 2018-1 Redemption Date. The Issuers may
purchase the Outstanding Principal Balance of the Series 2018-1 Notes, in part, so long as the Issuers shall also purchase a pro rata amount of the
Outstanding Principal Balance of each other Outstanding Series of Notes.
15
(b) On any Business Day that is less
than or equal to (x) with respect to the Series 2018-1 Class A-1 (AAA) Notes and the Series 2018-1 Class A-3 (A+) Notes, twenty-four (24) months prior to the Anticipated Repayment Date of such Class of Series 2018-1 Notes or (y) with respect to
the Series 2018-1 Class A-2 (AAA) Notes and the Series 2018-1 Class A-4 (A+) Notes, thirty-six (36) months prior to the Anticipated Repayment Date of such Class of Series 2018-1 Notes, the Issuers may purchase the Outstanding Principal Balance of
any such Class of Series 2018-1 Notes, in whole, without purchasing the Outstanding Principal Balance of any other Class of Notes; provided, however, except in connection with a Series Collateral Release, unless the Issuers purchase the Outstanding Principal Balance of all Outstanding Series of
Notes, the Issuers may not purchase the Outstanding Principal Balance of any Class of Series 2018-1 Notes, in whole, if there shall be Outstanding (i) any other Series 2018-1 Notes or (ii) a Class of any other Series, in each case, with a higher
alphabetical designation and an Anticipated Repayment Date that is the same as, or sooner than, the Anticipated Repayment Date of the Class of Notes being prepaid. For the avoidance of doubt, proceeds from a Series Collateral Release shall not
be used for a Voluntary Prepayment in connection with a partial prepayment of the Series 2018-1 Notes or the Notes of any other Series.
(c) In the event a prepayment option is
exercised pursuant to Section 2.03(a) above, the Issuers shall deposit into the Collection Account not later than the applicable Series 2018-1 Redemption Date an amount
in immediately available funds equal to the amount described in Section 2.03(a). Upon confirmation that such deposit has been made, the Indenture Trustee shall: (1)
remit principal amounts set forth under Section 2.03(a)(i) above, pro rata,
to the Series 2018-1 Noteholders based on their respective Outstanding Principal Balances, and shall remit interest amounts set forth under Section 2.03(a)(i) above in
accordance with the respective accrued and unpaid amounts to which they are then entitled to payment; (2) pay all amounts set forth under Section 2.03(a)(ii) above to
each applicable party as set forth in the applicable notice of redemption provided by the Issuers pursuant to this Section 2.03; and (3) remit the Make Whole Amount set
forth under Section 2.03(a)(iii), if applicable, pro rata, to the Series
2018-1 Noteholders based on their respective Outstanding Principal Balances.
(d) In the event the Issuers elect to
prepay a Class of the Series 2018-1 Notes pursuant to Section 2.03(b) above, the Issuers shall deposit into the Collection Account not later than the applicable Series
2018-1 Redemption Date an amount in immediately available funds equal to the amounts described in Section 2.03(a)(i), (ii) and (iii) above. Upon confirmation that such deposit has been made, the Indenture Trustee shall remit such principal amounts,
interest amounts and Make Whole Amounts to which such Noteholders are then entitled, as set forth in the applicable notice of redemption provided by the Issuers pursuant to Section
2.03(a).
(e) In the event the Issuers elect to
prepay a Series of Notes in full in connection with a Series Collateral Release, any Series Collateral Release Price received in connection with such Series Collateral Release shall be deposited into the Collection Account and applied by the
Indenture Trustee on the date of such Series Collateral Release, to prepay in full one or more Series of Notes as designated by the Issuers in accordance with the terms hereof. For the avoidance of doubt, any Series Collateral Release Price
shall not be used for a Voluntary Prepayment in connection with a partial prepayment of the Series 2018-1 Notes or the Notes of any other Series pursuant to this Section 2.03.
16
Section 2.04. Exceptions to Payment of Make Whole Amount.
With respect to the Series 2018-1 Notes, no Make Whole Amount shall be due with respect to (i) any portion of any Unscheduled
Principal Payment allocable to the Series 2018-1 Notes that is actually paid on the related Payment Date consisting of Insurance Proceeds, Condemnation Proceeds, Early Refinancing Prepayments made in connection with a Qualified Deleveraging
Event, amounts disbursed to the Payment Account from the DSCR Reserve Account, or amounts received in respect of a Specially Managed Unit or a repurchase due to a Collateral Defect or (ii) Allocated Release Amounts in an aggregate amount up to
ten percent (10%) of the Initial Principal Balance of the Series 2018-1 Notes; provided, however, that when combined with any Early Refinancing Prepayments since the Series Closing Date, such Allocated Release Amounts shall not exceed thirty-five percent (35%) of the Initial Principal Balance of the
Series 2018-1 Notes (and for any amount of Allocated Release Amounts and Early Refinancing Prepayments that do exceed thirty-five percent (35%), a Make Whole Amount shall be due).
Section 2.05. Early Refinancing Prepayment.
The Issuers have the right to make a Voluntary Prepayment of the Series 2018-1 Notes in accordance with the requirements set forth in
this Section 2.05 (an “Early Refinancing Prepayment”), provided that
such Voluntary Prepayment (i) occurs on a Business Day that is greater than twenty-four (24) months after the Series Closing Date, (ii) is made with funds obtained from a Qualified Deleveraging Event, (iii) where the Issuers have provided no less
than thirty (30) days’ notice to the Noteholders (such date, the “Early Refinancing Notice Date”) and (iv) where such Voluntary Prepayment occurs no
later than twelve (12) months following the Early Refinancing Notice Date; provided, that the maximum Early Refinancing Prepayments permitted to be made on
any Business Day is an amount equal to (A) thirty-five percent (35%) of the Initial Principal Balance of the Series 2018-1 Notes, minus (B) the aggregate amount of Allocated Release Amounts and Early Refinancing Prepayments previously made since
the Series Closing Date.
Section 2.06. Triple A Release Event
In the event that any Series 2018-1 Class A (AAA) Notes remain outstanding on the Payment Date in September 2033, and an Early
Amortization Period is in effect, the Property Manager shall be required to use commercially reasonable efforts to sell Hybrid Leases, Loans or Properties in an amount equal to 25% of the Aggregate Collateral Value, taking into account the sum of
the Collateral Value of all Released Assets released since August 23, 2012 by paying the Release Price (such occurrence, a “Triple A Release Event”).
Any Release Price collected in connection with a Triple A Release Event pursuant to this Section 2.06, together with any other amounts on deposit in the Release Account
at such time, shall be deposited as Unscheduled Proceeds into the Collection Account and shall be included in the Available Amount on the following Payment Date to be applied as Unscheduled Principal Payments, in accordance with the Property
Management Agreement.
17
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties.
(a) The Issuers and the Indenture
Trustee hereby restate as of the Series Closing Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Section 2.19, Section 2.20,
Section 2.21, Section 2.22, Section 5.06 and Section 9.04, as applicable, of the Master Indenture.
(b) Each of the Issuers and the
Indenture Trustee hereby represents and warrants to each other as of the Series Closing Date:
(i) it has full corporate power and authority to
execute, deliver and perform under this Series 2018-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2018-1 Supplement is in the ordinary course of its business
and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or result in the
violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party or the
enforceability of any of the Transaction Documents. The execution, delivery and performance by it of this Series 2018-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action. This Series 2018-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms; and
(ii) No consent, approval, order or authorization
of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance by it of this Series 2018-1 Supplement, or the consummation by it of the
transactions contemplated hereby, except such as have already been obtained.
Section 3.02. Conditions
Precedent Satisfied. The Issuers hereby represent and warrant to the Series 2018-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date,
each of the conditions precedent set forth in the Master Indenture, including but not limited to those conditions precedent set forth in Section 2.04(e) thereof, have been satisfied.
Section 3.03. Collateral
Representations and Warranties. The Issuers hereby represent and warrant to the Indenture Trustee on behalf of the Series 2018-1 Noteholders that the
representations and warranties set forth in Section 2.20, Section 2.21, and Section 2.22 of the Master Indenture and, if any, Exhibit A hereto are true and
correct as of the Series Closing Date (or such other date as is set forth in any such representation or warranty) with respect to the Properties and Leases Granted by such Issuer on or prior to the Series Closing Date, except as otherwise set
forth in Schedule I-C hereto.
18
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Reserved.
Section 4.02. Ratification of
Indenture. The Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Series 2018-1 Supplement, the Series 2016-1
Supplement, the Series 2015-1 Supplement, the Series 2014-1 Supplement, the Series 2013-3 Supplement, the Series 2013-2 Supplement, the Series 2013-1 Supplement and the Series 2012-1 Supplement, shall be read, taken and construed as one and the
same instrument.
Section 4.03. Future Funding Deposit.
(a) Notwithstanding the terms of
Section 9.28 of the Master Indenture, on the Series Closing Date, the Issuers shall deposit into the Release Account $3,864,301.05 (the “Future Funding Deposit”)
from the proceeds received in connection with the sale of the Series 2018-1 Notes.
(b) On any date on which an Issuer is
obligated to fund a draw request made by a Tenant pursuant to a Lease, the Property Manager may withdraw the portion of the Future Funding Deposit from the Release Account to fund such obligation in accordance with such Lease. Notwithstanding
Section 7.01 of the Property Management Agreement, prior to March 1, 2019, no portion of the Future Funding Deposit may be utilized by the Issuers to acquire Qualified Substitute Properties, Qualified Substitute Hybrid Leases or Qualified
Substitute Loans. During the period commencing on March 1, 2019 and ending on July 31, 2019, any portion of the Future Funding Deposit in excess of $1,000,000 may be utilized by the Issuers to acquire one or more Qualified Substitute
Properties. During the period commencing on August 1, 2019 and ending on July 31, 2020, all or a portion of the Future Funding Deposit may be utilized by the Issuers to acquire one or more Qualified Substitute Properties. If any portion of the
Future Funding Deposit remains on deposit in the Release Account on July 31, 2020, such amount shall be deposited as Unscheduled Proceeds into the Collection Account to be paid as Unscheduled Principal Payments on the related Payment Date.
Section 4.04. Counterparts. This Series 2018-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original regardless of
whether delivered in physical or electronic form, but all of which shall constitute one and the same instrument.
Section 4.05. Governing Law. THIS SERIES 2018-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF, OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 4.06. Beneficiaries. As supplemented by this Series 2018-1 Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2018-1 Noteholders, and their
respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.
19
Section 4.07. Limited Recourse. Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2018-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable
only from the Collateral Pool. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2018-1 Noteholder shall be deemed to have agreed, by acceptance
of its Series 2018-1 Note, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer for a period of two (2) years and thirty-one (31) days following payment in full of all of the Notes
(including the Series 2018-1 Notes) issued or co-issued by the Issuers under the Indenture.
Notwithstanding the foregoing, the Indenture Trustee, on behalf of the Series 2018-1 Noteholders, shall have the right to enforce the
liability and obligation of any Issuer hereunder, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by such Noteholders (including attorneys’ fees and costs reasonably
incurred) arising out of or in connection with the following: (i) fraud or intentional misrepresentation by such Issuer in connection with the Series 2018-1 Notes, the Indenture and/or any other Transaction Documents; (ii) intentional acts
constituting gross negligence or willful misconduct or bad faith of such Issuer; (iii) intentional destruction or waste of any Property by such Issuer; (iv) the breach of any representation, warranty, covenant or indemnification provision in the
Indenture or any other Transaction Document concerning Environmental Laws, Hazardous Substances or Asbestos; (v) the removal or disposal of any portion of any Property during the continuation of an Event of Default; (vi) the misapplication or
conversion by such Issuer of (A) any Insurance Proceeds, (B) any Condemnation Proceeds, (C) any Monthly Lease Payments following an Event of Default, (D) any Monthly Lease Payments paid more than one month in advance, (E) any premiums for any
Property Insurance Policies required under the Property Management Agreement received by such Issuer from any third party or Tenant or (F) any funds received by such Issuer for payment of Taxes or other charges that can create liens on any
portion of any Property; or (vii) any security deposits (including letters of credit) collected with respect to any Property which are not delivered to the Indenture Trustee upon a foreclosure of such Property or other action in lieu thereof,
except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such sale or foreclosure or action in lieu thereof.
Section 4.08. Notice to the
Rating Agency. Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to, in the
case of Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, which is a division of S&P Global, Inc., 00 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Asset-Backed Surveillance Department, facsimile number: (000) 000-0000; or, as to such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties
hereto in writing.
Section 4.09. Co-Issuer Status. Each Issuer shall be a co-issuer of the Series 2012-1 Notes, the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2013-3 Notes, the Series 2014-1 Notes, the Series
2015-1 Notes, the Series 2016-1 Notes and the Series 2018-1 Notes and each Issuer shall have all the rights and obligations of each other Issuer under each of the Transaction Documents.
20
IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2018-1 Supplement to be duly executed and delivered
by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.
STORE MASTER FUNDING I, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel | |
STORE MASTER FUNDING II, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel | |
STORE MASTER FUNDING III, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel | |
STORE MASTER FUNDING IV, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel |
Indenture Supplement (STORE 2018-1)
STORE MASTER FUNDING V, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel | |
STORE MASTER FUNDING VI, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel | |
STORE MASTER FUNDING VII, LLC,
|
||
a Delaware limited liability company, as Issuer
|
||
By:
|
||
Name:
|
Xxxxxxx X. Xxxxxxx | |
Title:
|
Executive Vice President - General Counsel |
Indenture Supplement (STORE 2018-1)
CITIBANK, N.A.,
|
||
not in its individual capacity but solely as Indenture Trustee
|
||
By:
|
||
Name:
|
||
Title:
|
Indenture Supplement (STORE 2018-1)
EXHIBIT A
ADDITIONAL REPRESENTATIONS AND WARRANTIES
NONE.
A-1
SCHEDULE I-A
PROPERTIES / TENANTS
Tenant
|
Number of
Owned Properties*
|
Collateral
Value
|
% of Aggregate
Collateral Value
|
Monthly Rent
|
% of
Monthly Rent
|
WA Unit
FCCR
|
||||||||||||||||||
CWGS Group, LLC
|
12
|
$
|
94,360,000
|
3.50
|
%
|
$
|
511,481
|
2.75
|
%
|
3.87
|
||||||||||||||
Zips Holdings, LLC
|
34
|
$
|
92,510,000
|
3.43
|
%
|
$
|
614,935
|
3.30
|
%
|
1.90
|
||||||||||||||
American Multi-Cinema, Inc.
|
8
|
$
|
74,580,000
|
2.77
|
%
|
$
|
525,379
|
2.82
|
%
|
2.37
|
||||||||||||||
Automotive Remarketing Group, Inc.
|
6
|
$
|
72,870,000
|
2.70
|
%
|
$
|
494,495
|
2.65
|
%
|
2.14
|
||||||||||||||
Xxxxxxxx Xxxxxxx Group Holdings, LLC
|
11
|
$
|
71,050,000
|
2.64
|
%
|
$
|
501,602
|
2.69
|
%
|
3.53
|
||||||||||||||
REE Investment, LLC
|
36
|
$
|
53,300,000
|
1.98
|
%
|
$
|
379,881
|
2.04
|
%
|
2.04
|
||||||||||||||
National Veterinary Associates, Inc.
|
30
|
$
|
52,780,000
|
1.96
|
%
|
$
|
337,708
|
1.81
|
%
|
3.58
|
||||||||||||||
Sailormen, Inc.
|
41
|
$
|
51,335,187
|
1.90
|
%
|
$
|
413,318
|
2.22
|
%
|
2.24
|
||||||||||||||
At Home Stores LLC
|
4
|
$
|
49,353,457
|
1.83
|
%
|
$
|
300,015
|
1.61
|
%
|
3.76
|
||||||||||||||
Moviehouse Xxxxx/Speaks Control
|
4
|
$
|
46,970,000
|
1.74
|
%
|
$
|
312,428
|
1.68
|
%
|
2.40
|
||||||||||||||
RMH Franchise Holdings, Inc.
|
17
|
$
|
43,750,000
|
1.62
|
%
|
$
|
276,127
|
1.48
|
%
|
1.64
|
||||||||||||||
Conn's, Inc.
|
7
|
$
|
43,630,000
|
1.62
|
%
|
$
|
313,124
|
1.68
|
%
|
5.45
|
||||||||||||||
PF Purchaser Corp.
|
52
|
$
|
43,290,000
|
1.61
|
%
|
$
|
287,852
|
1.55
|
%
|
1.92
|
||||||||||||||
Cadence Education, Inc.
|
13
|
$
|
40,570,000
|
1.51
|
%
|
$
|
285,496
|
1.53
|
%
|
1.42
|
||||||||||||||
KPI Holdings, Inc.
|
12
|
$
|
38,320,000
|
1.42
|
%
|
$
|
299,643
|
1.61
|
%
|
6.69
|
||||||||||||||
Main Event Entertainment, LP
|
4
|
$
|
37,430,000
|
1.39
|
%
|
$
|
265,191
|
1.42
|
%
|
3.25
|
||||||||||||||
Firebird Investment Company
|
5
|
$
|
36,410,000
|
1.35
|
%
|
$
|
255,470
|
1.37
|
%
|
2.50
|
||||||||||||||
O'Charley's LLC
|
15
|
$
|
36,210,000
|
1.34
|
%
|
$
|
242,991
|
1.30
|
%
|
2.24
|
||||||||||||||
21st Century Oncology, Inc.
|
11
|
$
|
35,850,000
|
1.33
|
%
|
$
|
248,291
|
1.33
|
%
|
2.19
|
||||||||||||||
Pleasanton Fitness, LLC
|
8
|
$
|
35,110,000
|
1.30
|
%
|
$
|
236,895
|
1.27
|
%
|
1.41
|
||||||||||||||
Lakeview Health Holdings, Inc.
|
2
|
$
|
34,770,000
|
1.29
|
%
|
$
|
248,836
|
1.34
|
%
|
5.63
|
||||||||||||||
The Sunshine House, Inc.
|
32
|
$
|
33,440,000
|
1.24
|
%
|
$
|
237,976
|
1.28
|
%
|
1.79
|
||||||||||||||
Tru Fit Holdings, LLC
|
8
|
$
|
33,080,000
|
1.23
|
%
|
$
|
251,677
|
1.35
|
%
|
2.04
|
||||||||||||||
Titan Machinery Inc.
|
6
|
$
|
32,320,000
|
1.20
|
%
|
$
|
248,708
|
1.34
|
%
|
0.78
|
||||||||||||||
Pretium Packaging, L.L.C.
|
5
|
$
|
31,910,000
|
1.18
|
%
|
$
|
212,989
|
1.14
|
%
|
9.34
|
||||||||||||||
Children's Learning Adventure USA, LLC
|
4
|
$
|
31,250,000
|
1.16
|
%
|
$
|
236,182
|
1.27
|
%
|
0.75
|
||||||||||||||
Cafe Enterprises, Inc.
|
16
|
$
|
31,050,000
|
1.15
|
%
|
$
|
228,400
|
1.23
|
%
|
1.32
|
||||||||||||||
PetVet Care Centers, LLC
|
16
|
$
|
30,950,000
|
1.15
|
%
|
$
|
204,555
|
1.10
|
%
|
5.58
|
||||||||||||||
Granite City Food & Brewery, LTD.
|
7
|
$
|
30,750,000
|
1.14
|
%
|
$
|
221,065
|
1.19
|
%
|
1.54
|
I-A-1
Tenant |
Number of
Owned Properties*
|
Collateral
Value
|
% of Aggregate
Collateral Value
|
Monthly Rent |
% of
Monthly Rent
|
WA Unit
FCCR
|
||||||||||||||||||
Best Friends Acquisition Corp
|
16
|
$
|
30,040,000
|
1.11
|
%
|
$
|
213,554
|
1.15
|
%
|
2.00
|
||||||||||||||
Nobel Learning Communities, Inc.
|
13
|
$
|
28,940,000
|
1.07
|
%
|
$
|
223,097
|
1.20
|
%
|
1.95
|
||||||||||||||
HOA Holdco, LLC
|
10
|
$
|
28,095,000
|
1.04
|
%
|
$
|
190,384
|
1.02
|
%
|
1.55
|
||||||||||||||
TM Restaurant Group LLC
|
7
|
$
|
28,000,000
|
1.04
|
%
|
$
|
188,092
|
1.01
|
%
|
2.40
|
||||||||||||||
Ashton Gardens, LLC
|
4
|
$
|
26,830,000
|
1.00
|
%
|
$
|
194,478
|
1.04
|
%
|
1.41
|
||||||||||||||
Buddy's Newco, LLC
|
19
|
$
|
24,320,000
|
0.90
|
%
|
$
|
180,594
|
0.97
|
%
|
2.03
|
||||||||||||||
FlaglerCE Holdings, LLC
|
3
|
$
|
22,130,000
|
0.82
|
%
|
$
|
172,946
|
0.93
|
%
|
3.45
|
||||||||||||||
Platinum Corral, L.L.C.
|
7
|
$
|
22,080,000
|
0.82
|
%
|
$
|
159,538
|
0.86
|
%
|
1.39
|
||||||||||||||
Children of America, Inc.
|
7
|
$
|
20,740,000
|
0.77
|
%
|
$
|
127,726
|
0.69
|
%
|
1.19
|
||||||||||||||
Big Onion Tavern Group, LLC
|
4
|
$
|
20,530,000
|
0.76
|
%
|
$
|
131,744
|
0.71
|
%
|
2.44
|
||||||||||||||
BWT, LLC
|
8
|
$
|
20,400,000
|
0.76
|
%
|
$
|
144,891
|
0.78
|
%
|
6.46
|
||||||||||||||
Lamrite West, Inc.
|
3
|
$
|
20,240,000
|
0.75
|
%
|
$
|
126,431
|
0.68
|
%
|
2.81
|
||||||||||||||
Apex Parks Group, LLC
|
1
|
$
|
19,750,000
|
0.73
|
%
|
$
|
137,525
|
0.74
|
%
|
3.76
|
||||||||||||||
Xxxxxxxxxx Dermatology Center, S.C.
|
4
|
$
|
19,280,000
|
0.72
|
%
|
$
|
122,974
|
0.66
|
%
|
3.64
|
||||||||||||||
Xxxxxx Brands, Inc.
|
2
|
$
|
18,170,000
|
0.67
|
%
|
$
|
180,633
|
0.97
|
%
|
N/R
|
||||||||||||||
JP Steakhouse LLC
|
16
|
$
|
17,740,000
|
0.66
|
%
|
$
|
129,451
|
0.69
|
%
|
1.39
|
||||||||||||||
LPAC Broadway Building LLC
|
1
|
$
|
17,418,421
|
0.65
|
%
|
$
|
110,000
|
0.59
|
%
|
1.70
|
||||||||||||||
Studio Movie Grill Holdings, LLC
|
2
|
$
|
17,140,000
|
0.64
|
%
|
$
|
114,863
|
0.62
|
%
|
3.28
|
||||||||||||||
MDO Holdings, LLC
|
6
|
$
|
17,080,000
|
0.63
|
%
|
$
|
126,849
|
0.68
|
%
|
1.85
|
||||||||||||||
WS Packaging Holdings, Inc.
|
5
|
$
|
17,040,000
|
0.63
|
%
|
$
|
112,578
|
0.60
|
%
|
7.14
|
||||||||||||||
KRG Kings, LLC
|
11
|
$
|
16,990,000
|
0.63
|
%
|
$
|
116,302
|
0.62
|
%
|
1.16
|
||||||||||||||
Aetius Companies, LLC
|
6
|
$
|
16,900,000
|
0.63
|
%
|
$
|
116,705
|
0.63
|
%
|
1.73
|
||||||||||||||
Xxxx Intermediate Holdings, LLC
|
6
|
$
|
16,199,500
|
0.60
|
%
|
$
|
114,702
|
0.62
|
%
|
3.29
|
||||||||||||||
Trident Holdings LLC
|
18
|
$
|
15,580,000
|
0.58
|
%
|
$
|
104,253
|
0.56
|
%
|
1.96
|
||||||||||||||
Jacob Restaurant Group, Inc
|
4
|
$
|
15,170,000
|
0.56
|
%
|
$
|
100,808
|
0.54
|
%
|
1.03
|
||||||||||||||
Xxxxxx'x Xxxx Intermediate Holding, LLC
|
3
|
$
|
15,125,000
|
0.56
|
%
|
$
|
112,837
|
0.61
|
%
|
6.40
|
||||||||||||||
D.E. Foods, LLC
|
17
|
$
|
14,960,000
|
0.56
|
%
|
$
|
101,750
|
0.55
|
%
|
2.03
|
||||||||||||||
Four Corners Holdings, Inc.
|
3
|
$
|
14,600,000
|
0.54
|
%
|
$
|
105,525
|
0.57
|
%
|
3.09
|
||||||||||||||
Incredible Pizza Co., Inc.
|
2
|
$
|
14,500,000
|
0.54
|
%
|
$
|
111,870
|
0.60
|
%
|
1.85
|
||||||||||||||
Fred's, Inc.
|
8
|
$
|
13,910,000
|
0.52
|
%
|
$
|
94,724
|
0.51
|
%
|
N/R
|
||||||||||||||
SRG Capital City Holdings, LLC
|
12
|
$
|
13,840,000
|
0.51
|
%
|
$
|
92,062
|
0.49
|
%
|
2.09
|
||||||||||||||
National Packaging Services Corporation
|
2
|
$
|
13,570,000
|
0.50
|
%
|
$
|
91,667
|
0.49
|
%
|
1.40
|
||||||||||||||
Taco John's of Iowa, Inc.
|
12
|
$
|
13,190,000
|
0.49
|
%
|
$
|
86,541
|
0.46
|
%
|
2.31
|
A-3
Tenant |
Number of
Owned Properties*
|
Collateral
Value
|
% of Aggregate
Collateral Value
|
Monthly Rent |
% of
Monthly Rent
|
WA Unit
FCCR
|
||||||||||||||||||
Higher Education Partners LLC
|
3
|
$
|
13,000,000
|
0.48
|
%
|
$
|
107,707
|
0.58
|
%
|
1.75
|
||||||||||||||
Stars and Strikes, LLC
|
3
|
$
|
13,000,000
|
0.48
|
%
|
$
|
86,667
|
0.47
|
%
|
1.58
|
||||||||||||||
PRCC Holdings, Inc.
|
4
|
$
|
12,790,000
|
0.47
|
%
|
$
|
84,952
|
0.46
|
%
|
5.59
|
||||||||||||||
The Xxxxxxx Company
|
11
|
$
|
12,510,000
|
0.46
|
%
|
$
|
99,716
|
0.54
|
%
|
1.83
|
||||||||||||||
Xxxxxxxx Quality Theaters, Inc.
|
1
|
$
|
12,300,000
|
0.46
|
%
|
$
|
96,493
|
0.52
|
%
|
1.59
|
||||||||||||||
Car Wash Partners, Inc.
|
5
|
$
|
12,250,000
|
0.45
|
%
|
$
|
74,694
|
0.40
|
%
|
1.70
|
||||||||||||||
Viking Restaurants, LLC
|
11
|
$
|
11,960,000
|
0.44
|
%
|
$
|
98,559
|
0.53
|
%
|
2.02
|
||||||||||||||
Rancho Xxxxxx Education, LLC
|
1
|
$
|
11,200,000
|
0.42
|
%
|
$
|
76,989
|
0.41
|
%
|
0.08
|
||||||||||||||
Huntsville Wholesale Furniture, Inc.
|
2
|
$
|
11,190,000
|
0.42
|
%
|
$
|
85,701
|
0.46
|
%
|
1.91
|
||||||||||||||
Crossroads Auto Mall, Inc.
|
2
|
$
|
10,930,000
|
0.41
|
%
|
$
|
77,400
|
0.42
|
%
|
3.62
|
||||||||||||||
Wingmen V, LLC
|
4
|
$
|
10,900,000
|
0.40
|
%
|
$
|
72,876
|
0.39
|
%
|
2.81
|
||||||||||||||
Conleasco, Inc.
|
1
|
$
|
10,410,000
|
0.39
|
%
|
$
|
73,523
|
0.39
|
%
|
1.68
|
||||||||||||||
U.S. Auto Parts Network, Inc.
|
1
|
$
|
10,340,000
|
0.38
|
%
|
$
|
75,133
|
0.40
|
%
|
3.95
|
||||||||||||||
Mundo de Colores, Inc.
|
4
|
$
|
10,215,000
|
0.38
|
%
|
$
|
68,913
|
0.37
|
%
|
3.33
|
||||||||||||||
Kraft Foods Group, Inc.
|
1
|
$
|
10,150,000
|
0.38
|
%
|
$
|
76,081
|
0.41
|
%
|
1.93
|
||||||||||||||
Xxxxxx'x Foods, Inc.
|
9
|
$
|
10,130,000
|
0.38
|
%
|
$
|
67,395
|
0.36
|
%
|
2.79
|
||||||||||||||
AIM Group USA, Inc.
|
4
|
$
|
10,000,000
|
0.37
|
%
|
$
|
65,875
|
0.35
|
%
|
2.13
|
||||||||||||||
Xxxxxx Fitness, LLC
|
2
|
$
|
9,830,000
|
0.36
|
%
|
$
|
65,550
|
0.35
|
%
|
1.70
|
||||||||||||||
Picture Show Entertainment, L.L.C.
|
1
|
$
|
9,670,000
|
0.36
|
%
|
$
|
72,004
|
0.39
|
%
|
1.41
|
||||||||||||||
Fitness & Sports Clubs, LLC
|
1
|
$
|
9,600,000
|
0.36
|
%
|
$
|
72,000
|
0.39
|
%
|
N/
|
R
|
|||||||||||||
GC Pizza Hut, LLC
|
10
|
$
|
9,500,000
|
0.35
|
%
|
$
|
52,819
|
0.28
|
%
|
1.36
|
||||||||||||||
Destination Pet, LLC
|
6
|
$
|
9,460,000
|
0.35
|
%
|
$
|
66,253
|
0.36
|
%
|
1.47
|
||||||||||||||
GlaxoSmithKline LLC
|
1
|
$
|
9,430,000
|
0.35
|
%
|
$
|
62,228
|
0.33
|
%
|
6.11
|
||||||||||||||
Norsan Restaurant Group, LLC
|
6
|
$
|
9,255,000
|
0.34
|
%
|
$
|
75,016
|
0.40
|
%
|
1.17
|
||||||||||||||
Hemisphere Restaurant Group, LLC
|
2
|
$
|
9,250,000
|
0.34
|
%
|
$
|
57,694
|
0.31
|
%
|
2.26
|
||||||||||||||
Mid-America Corporation
|
7
|
$
|
9,250,000
|
0.34
|
%
|
$
|
60,836
|
0.33
|
%
|
2.42
|
||||||||||||||
Compass Enterprises, Inc.
|
3
|
$
|
9,220,000
|
0.34
|
%
|
$
|
67,413
|
0.36
|
%
|
2.10
|
||||||||||||||
West Star Aviation, Inc.
|
1
|
$
|
8,800,000
|
0.33
|
%
|
$
|
63,993
|
0.34
|
%
|
14.39
|
||||||||||||||
0000 XX Xxxx 410, LLC
|
2
|
$
|
8,780,000
|
0.33
|
%
|
$
|
59,498
|
0.32
|
%
|
1.40
|
||||||||||||||
Potomac Family Dining Group Operating Company, LLC
|
3
|
$
|
8,750,000
|
0.32
|
%
|
$
|
60,085
|
0.32
|
%
|
1.74
|
||||||||||||||
E.S. Investments, LLC
|
1
|
$
|
8,660,000
|
0.32
|
%
|
$
|
68,161
|
0.37
|
%
|
2.46
|
||||||||||||||
Halo Country, LLC
|
9
|
$
|
8,530,000
|
0.32
|
%
|
$
|
36,837
|
0.20
|
%
|
1.75
|
A-4
Tenant |
Number of
Owned Properties*
|
Collateral
Value
|
% of Aggregate
Collateral Value
|
Monthly Rent |
% of
Monthly Rent
|
WA Unit
FCCR
|
||||||||||||||||||
Rite Rug Holdings, Inc.
|
5
|
$
|
8,410,000
|
0.31
|
%
|
$
|
60,201
|
0.32
|
%
|
1.61
|
||||||||||||||
EOS Fitness OPCO Holdings, LLC
|
1
|
$
|
8,300,000
|
0.31
|
%
|
$
|
59,583
|
0.32
|
%
|
2.60
|
||||||||||||||
Child Development Schools, Inc.
|
8
|
$
|
8,230,000
|
0.31
|
%
|
$
|
64,150
|
0.34
|
%
|
2.77
|
||||||||||||||
AnazaoHealth Corporation
|
1
|
$
|
8,220,000
|
0.30
|
%
|
$
|
55,878
|
0.30
|
%
|
5.32
|
||||||||||||||
TGS Holdings, LLC
|
2
|
$
|
8,030,000
|
0.30
|
%
|
$
|
58,957
|
0.32
|
%
|
2.90
|
||||||||||||||
Other
|
174
|
$
|
334,753,842
|
12.42
|
%
|
$
|
2,367,724
|
12.71
|
%
|
2.93
|
||||||||||||||
N/R - Vacant
|
3
|
$
|
18,470,000
|
0.69
|
%
|
N/R
|
N/R
|
N/R
|
|
|||||||||||||||
Total:
|
983
|
$
|
2,695,370,407
|
100.00
|
%
|
$
|
18,626,357
|
100.00
|
%
|
2.79
|
*May not sum to total due to Property with multiple Leases
Columns may not sum to total due to rounding
A-5
SCHEDULE I-B
MORTGAGE LOANS
None.
I-B-1
SCHEDULE I-C
REPRESENTATIONS AND WARRANTIES EXCEPTION SCHEDULE
Representations and Warranties Exceptions
Master Indenture Section 2.20(k)
All material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy
permits required for the legal use, occupancy and operation of the related Properties (collectively, the “Licenses”) currently being operated have been obtained and are
in full force and effect except to the extent the failure of any such License to be in full force and effect would not have a material adverse effect on such Issuer or the use and operation of any Property. The related Properties are free of
material damage and are in good repair in all material respects, and there is no proceeding pending or to the knowledge of such Issuer, is threatened or contemplated, for the total or material partial condemnation of, or affecting, such
Properties, or for the relocation of roadways providing access to any Property.
Tenant Name: The Sunshine House, Inc.
Property ID: P0002754
The related Property is under construction and does not yet have a certificate of completion or occupancy permit. The related Tenant is paying rent
pursuant to the terms of the related Lease.
Tenant Name: Southwestern Furniture of Wisconsin, LLC
Property ID: P000475
The related Property was re-tenanted on June 28, 2018. The related Tenant is in compliance with the related Lease. The related Property is undergoing
renovations and does not yet have a certificate of completion or occupancy permits.
Master Indenture Section 2.20(s)
The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render the Lease
unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense.
Tenant Name: GlaxoSmithKline LLC
Property ID: P0000995
If the premises are partially destroyed and still tenantable, rent is proportionately reduced while landlord performs required repairs.
Tenant Name: Black Angus Steakhouses, LLC
Property ID: P0001101
I-C-1
In the event of a partial condemnation, rent shall be proportionally reduced for the remainder of the Term.
Master Indenture Section 2.20(v)(i)
Except as set forth on a schedule to the applicable Series Supplement, the related Properties are not subject to any Leases other than
the Leases (and the subleases and assignments as permitted thereunder) described in the Owned Property Schedule attached to the applicable Series Supplement and made a part hereof. No Person has any possessory interest in any Property or right to
occupy the same except under and pursuant to the provisions of the Leases and subleases or assignments permitted thereunder. The current Leases are in full force and effect and there are no material defaults thereunder by such Issuer or any
Tenant. No rent (including security deposits) has been paid more than one (1) month in advance of its due date. All material work to be performed by such Issuer under each Lease has been performed as required and has been accepted by the
applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by such Issuer to any Tenant has already been received by such Tenant. There has been no prior
sale, transfer or assignment from such Issuer of any Property or Leases in the Collateral or hypothecation or pledge of any Lease or of the rents received therein, except for such hypothecations or pledges that have been released. Except as
permitted under the Leases, no Tenant listed on the Owned Property Schedule attached to the applicable Series Supplement has assigned its Lease and no such Tenant holds its leased premises under assignment or sublease. Such Owned Property
Schedule to the applicable Series Supplement sets forth a true and correct list of each Property that is subject to a Third Party Purchase Option or an option to terminate such Lease prior to the Rated Final Payment Date, together with the
earliest date on which each such option may be exercised
Tenant Name: Lectrus Corporation
Property ID: P000928
If Issuer refuses to consent to an Assignment or Change of Control, whether or not reasonably, Tenant shall have the option to purchase the premises form
Issuer for a purchase price equal to the greater of the fair market value of the premises or 115% of the Purchase Price paid by Issuer under the Purchase Agreement (plus any additional funds invested by Issuer pursuant to Lease).
Tenant Name: Xxxx-Xxxx Group, LLC
Property ID: P0001244
Franchisor has a right to cure and assume Tenant’s obligations upon Tenant default under the Lease
Master Indenture Section 2.20(v)(ii)
Except as set forth on a schedule to the applicable Series Supplement, the Tenant under each Lease is in possession and paying rent pursuant to the applicable Lease; such Issuer is the owner of the lessor’s interest in each Lease; the
Tenant is required to make rental payments as directed by such Issuer, as lessor, and its successors and assigns.
I-C-2
Tenant Name: N/A
Property ID: P0000422
The related Property is vacant.
Tenant Name: N/A
Property ID: P0000714
The related Property is vacant.
Tenant Name: N/A
Property ID: P0000752
The related Property is vacant.
Tenant Name: R Tequila
Property ID: P0000431 and P0000432
The related Tenant is in payment default.
Master Indenture Section 2.20(v)(iv)
Except as set forth on a schedule to the applicable Series Supplement, neither such Issuer nor to such Issuer’s knowledge, any Tenant
is the subject of any bankruptcy or insolvency proceeding.
Tenant Name: RMH Franchise Corporation
Property IDs: P0000389; P0000391; P0000397; P0000392; P0000414; P0000402; P0000293; P0000294; P0000295; P0000296; P0000298; P0000299; P0000303; P0000304;
P0000305; P0000306; P0000302
RMH Franchise Holdings, Inc. and its affiliated debtors filed for bankruptcy on May 8, 2018.
Tenant Name: Xxxxxx Brands, Inc.
Property IDs: P0000836; P0000837
Xxxxxx Brands, Inc. and its affiliated debtors filed for bankruptcy on May 1, 2018.
I-C-3
Master Indenture Section 2.20(v)(vii)
Except as set forth on a schedule to the applicable Series Supplement, every obligation associated with owning, developing and
operating the Property, including, but not limited to, the costs associated with utilities, taxes, insurance, capital and structural improvements, maintenance and repairs is an obligation of Tenant.
Tenant Name: Fred’s Stores Leases
Property IDs: P0000499; P0000500; P0000501; P0000502; P0000503; P0000505; P0000506; P0000507; P0000508
The Fred’s Store Leases require the landlord to be responsible for certain matters relating to construction of the improvements, maintenance of the
exterior of the related Properties, structural, plumbing and electrical components of the improvements, maintenance of equipment and maintenance of certain insurance. Upon assumption of the Fred’s Stores Leases, STORE Master Funding III required
the developer/seller of the related Properties to enter into a separate Undertaking Agreement, whereby the developer agreed to perform all landlord obligations under the Fred’s Stores Leases. Additionally, the related Tenant has executed a lease
amendment acknowledging the terms and provisions of the Undertaking Agreement and agreeing to look to the developer for the performance of all obligations of the landlord under the respective Fred’s Stores Leases.
Tenant Name: T&C Markets, Houghton, Inc.
Property ID: P0000616
Pursuant to the terms of the T&C Market Lease, STORE Master Funding IV is required to repair and maintain the structural components of the related
Property (including the foundation and the roof) as well as the parking lot adjacent to the related Property.
Tenant Name: Fitness & Sports Clubs, LLC
Property ID: P0000827
Pursuant to the terms of the Lease with respect to Fitness & Sports Clubs, LLC, STORE Master Funding V is required to maintain, repair and replace
the structural elements and exterior surfaces of the roof and exterior walls of the facility.
Tenant Name: GGH-Humble, LLC
Property ID: P0000712
Pursuant to the terms of the Lease with respect to GGH-Humble, LLC, STORE Master Funding V is responsible for certain aspects of the structural system
(including the roof, load-bearing walls and floor slabs), building exterior and masonry walls of the facility.
I-C-4
Tenant Name: Kraft Foods North America, Inc.
Property ID: P0000826
Pursuant to the terms of the Lease with respect to Kraft Foods North America, Inc., STORE Master Funding V is required to maintain, repair and replace
certain structural elements of the building (including the foundation, exterior walls and roof, but excluding the roof membrane).
Phoenix Children’s Academy, Inc.
Property ID: P0000771
Pursuant to the terms of the Lease with respect to Phoenix Children’s Academy, Inc., STORE Master Funding V is required to repair or replace the
foundation, exterior or interior load-bearing walls and the roof, provided that the damage or destruction is not covered by insurance.
Tenant Name: GlaxoSmithKline LLC
Property ID: P0000995
If the premises are partially destroyed Issuer shall promptly and diligently repair the premises. Issuer is required to maintain contractual and
comprehensive general liability insurance, including public liability and property damage in amounts not less than $5,000,000 per occurrence/ $10,000,000 aggregate. Excepting damage caused by Tenant, Issuer shall maintain and make all necessary
structural repairs to the foundations, load bearing walls and roof of the Building and premises. Tenant is not required to make any repairs to HVAC System above $50,000 during the last 24 months of the then-existing term unless proximately
caused by Tenant’s breach.
Tenant Name: Xxxx'x Home Centers, LLC
Property ID: P0001022
Issuer is responsible for repair and replacement and maintenance of the roof, exterior walls, and structural portions of the demised premises, including
concrete slab floors (excluding plate glass and doors); and repair or replacement of any utility systems lying outside the main storeroom building and providing service to these improvements exclusive of aboveground mechanicals. If Tenant has to
perform these responsibilities and Issuer fails to reimburse, then Tenant may offset against rent. Tenant has abatement, set-off and termination rights.
Master Indenture Section 2.20(v)(viii)
Except as set forth on a schedule to the applicable Series Supplement, such Issuer, as lessor under the Lease, does not have any
material monetary or non-monetary obligations under the Lease and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease.
Tenant Name: GlaxoSmithKline LLC
Property ID: P0000995
I-C-5
If the premises are partially destroyed, Issuer shall promptly and diligently repair the premises. Issuer is required to maintain contractual and
comprehensive general liability insurance, including public liability and property damage in amounts not less than $5,000,000 per occurrence/ $10,000,000 aggregate. Excepting damage caused by Tenant, Issuer shall maintain and make all necessary
structural repairs to the foundations, load bearing walls and roof of the Building and premises. Tenant is not required to make any repairs to HVAC System above $50,000 during the last 24 months of the then-existing term unless proximately caused
by Tenant’s breach.
Tenant Name: Child Development Schools, Inc.
Property IDs: P0000156; P0000157; P0000158; P0000159; P0000160; P0000828; P0000830; P0000874
Upon a Lessor default, Lessee may cure such default and offset all costs and expenses incurred in connection with such cure against Base Monthly Rent.
Issuer’s obligations primarily relate to provision of approvals and provision of documents received. There are no maintenance or repair obligations.
Tenant Name: Xxxx'x Home Centers, LLC
Property ID: P0001022
Tenant has abatement, set-off and termination rights.
Master Indenture Section 2.20(v)(x)
Except as set forth on a schedule to the applicable Series Supplement, the Tenant has agreed to indemnify such Issuer, as lessor under
the Lease, from any claims of any nature relating to the Lease and the related Property other than the lessor’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of Environmental Laws
resulting from the Tenant’s operation of the property.
Tenant Name: GlaxoSmithKline LLC
Property ID: P0000995
Tenant does not indemnify Issuer for negligence (as opposed to gross negligence) or willful misconduct of Issuer. Tenant is not responsible for (i)
pre-existing environmental conditions or (ii) environmental conditions caused by third parties.
Tenant Name: BHG XXXVI, LLC
Property IDs: P0001080; P0001081
Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).
I-C-6
Tenant Name: Xxxx-Xxxx Group, LLC
Property ID: P0001244
Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).
Tenant Name: Black Angus Steakhouses, LLC
Property ID: P0001101
Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).
Tenant Name: Halo Country, LLC
Property IDs: P0001245; P0001247; P0001248; P0001249; P0001250; P0001255; P0001256; P0001257
Tenant indemnity excludes losses as a result of Landlord negligence (as opposed to gross negligence).
Tenant Name: Xxxxxx Enterprises, LLC
Property IDs: P0001251; P0001252; P0001253; P0001254; P0001259; P0001260
Tenant indemnity excludes losses as a result of Landlord’s "acts or omissions" (as opposed to gross negligence or willful misconduct)
Master Indenture Section 2.20(v)(xiv)
Except as set forth on a schedule to the applicable Series Supplement, except for certain rights of first offer or rights of first
refusal set forth in certain Leases, the Lease is freely assignable by the lessor and its successor and assigns (including, but not limited to, the Indenture Trustee, which acquires title to a Property by foreclosure or otherwise) to any person
without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.
Tenant Name: PetVet Care Centers, Inc.
Property IDs: P0000876; P0000879; P0000936; P0000937; P0001017
Lessor shall not sell, assign or transfer its right, title or interest in the Property to a Direct Competitor of Lessee (so long as there is no Event of
Default continuing beyond any applicable cure period).
I-C-7
Master Indenture Section 2.21(rr)(ii)
With respect to any Mortgage Loan where all or a material portion of
the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other
writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage: (ii) The ground lease may not be
amended, modified, canceled or terminated without the prior written consent of the owner of the Mortgage Loan and that any such action without such consent is not binding on the lender, its successors or assigns.
Tenant Name: The Sunshine House, Inc.
Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951;
P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968
The Ground Lease does not specifically require the consent of the leasehold mortgagee for any action with respect to the ground lease. Any
amendment/modification/cancellation/termination of the ground lease will involve the Issuer and the Property Manager, each of which are subject to the restrictions and notice requirements for the benefit of the Indenture Trustee within the
applicable trust documents.
Tenant Name: M Fitness, LLC
Property IDs: P0000759
The ground lease only requires the consent of the ground lessor and ground lessee for any amendments, modifications, cancelations or terminations;
however, the ground lessor must provide notice to the lender of any default or termination, and lender has a reasonable opportunity to cure. The ground lease also acknowledges that lender may step in as ground lessee.
Master Indenture Section 2.21(rr)(vii)
With respect to any Mortgage Loan where all or a material portion of
the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other
writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage: (vii) The ground lease or ancillary
agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the
ground lessor will supply an estoppel.
Tenant Name: The Sunshine House, Inc.
Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951;
P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968
I-C-8
The Ground Lease does not specifically provide the leasehold mortgagee with separate cure rights. The Issuer and the Property Manager are subject to the
obligations and notice requirements for the benefit of the Indenture Trustee under the applicable trust documents with respect to any default under the Ground Lease.
Master Indenture Section 2.21(rr)(viii)
With respect to any Mortgage Loan where all or a material portion of
the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other
writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage: (viii) The lender is permitted a
reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease through legal proceedings, or to take other action so long as the lender is proceeding diligently) to
cure any default under the ground lease which is curable after the receipt of notice of any default, before the ground lessor may terminate the ground lease.
Tenant Name: The Sunshine House, Inc.
Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951;
P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968
The Ground Lease does not specifically provide the leasehold mortgagee with separate cure rights. The Issuer and the Property Manager are subject to the
obligations and notice requirements for the benefit of the Indenture Trustee under the applicable trust documents with respect to any default under the Ground Lease.
Master Indenture Section 2.21(rr)(xi)
With respect to any Mortgage Loan where all or a material portion of
the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other
writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage: (xi) Any related insurance
proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Property is required to be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any
accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the ground lease and
the related Mortgage and the ratio of the market value of the related Property to the outstanding principal balance of such Mortgage Loan). Pursuant to the related ground lease, until the principal balance and accrued interest are paid in
full, neither the lessee nor the ground lessor under the ground lease has an option to terminate or modify the ground lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide
for an abatement of the rent.
I-C-9
Tenant Name: M Fitness, LLC
Property IDs: P0000759
If ground lessee reasonably believes that any partial taking materially and substantially affects ground lessee’s ability to use the balance of the
Underlying Mortgaged Property, Lessee may surrender the balance of the parcel and terminate the ground lease. Ground lessee shall be entitled to the portions of any condemnation award attributable to the improvements (and any damage thereto) and
for the value of ground lessee’s leasehold interest; however, the ground lease does not specifically require ground lessee to use such proceeds to pay down the outstanding principal balance of the Loan.
Master Indenture Section 2.21(rr)(xii)
With respect to any Mortgage Loan where all or a material portion of
the Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related ground lessor’s fee interest in such Property, based upon the terms of the ground lease and any estoppel letter or other
writing received from the ground lessor and included in the related Loan File and, if applicable, the related Mortgage: (xii) Provided that the lender
cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease upon termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy proceeding.
Tenant Name: The Sunshine House, Inc.
Property IDs: P0000938; P0000939; P0000940; P0000941; P0000942; P0000943; P0000944; P0000945; P0000946; P0000947; P0000948; P0000949; P0000950; P0000951;
P0000952; P0000953; P0000954; P0000955; P0000956; P0000957; P0000958; P0000959; P0000960; P0000961; P0000962; P0000963; P0000964; P0000965; P0000966; P0000967; P0000968
The Ground Lease does not include a requirement for a new lease with the leasehold mortgagee. Under the leasehold mortgage, the leasehold mortgagee has
the right to assume the Ground Lease from the Issuer and become the ground lessee under the Ground Lease.
I-C-10
SCHEDULE II
RESERVED
II-1
SCHEDULE III-A
[RESERVED]
III-A-1
SCHEDULE III-B
SERIES 2013-1 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
92,176,429.00
|
18,000,000.00
|
|
11/20/2018
|
92,009,262.00
|
18,000,000.00
|
|
12/20/2018
|
91,841,286.00
|
18,000,000.00
|
|
1/20/2019
|
91,672,905.00
|
18,000,000.00
|
|
2/20/2019
|
91,503,714.00
|
18,000,000.00
|
|
3/20/2019
|
91,333,714.00
|
18,000,000.00
|
|
4/20/2019
|
91,163,310.00
|
18,000,000.00
|
|
5/20/2019
|
90,992,095.00
|
18,000,000.00
|
|
6/20/2019
|
90,820,071.00
|
18,000,000.00
|
|
7/20/2019
|
90,647,643.00
|
18,000,000.00
|
|
8/20/2019
|
90,474,405.00
|
18,000,000.00
|
|
9/20/2019
|
90,300,357.00
|
18,000,000.00
|
|
10/20/2019
|
90,125,905.00
|
18,000,000.00
|
|
11/20/2019
|
89,950,643.00
|
18,000,000.00
|
|
12/20/2019
|
89,774,571.00
|
18,000,000.00
|
|
1/20/2020
|
89,597,690.00
|
18,000,000.00
|
|
2/20/2020
|
89,420,405.00
|
18,000,000.00
|
|
3/20/2020
|
89,242,310.00
|
18,000,000.00
|
|
4/20/2020
|
89,063,405.00
|
18,000,000.00
|
|
5/20/2020
|
88,883,690.00
|
18,000,000.00
|
|
6/20/2020
|
88,703,571.00
|
18,000,000.00
|
|
7/20/2020
|
88,522,643.00
|
18,000,000.00
|
|
8/20/2020
|
88,340,905.00
|
18,000,000.00
|
|
9/20/2020
|
88,158,357.00
|
18,000,000.00
|
|
10/20/2020
|
87,975,405.00
|
18,000,000.00
|
|
11/20/2020
|
87,791,643.00
|
18,000,000.00
|
|
12/20/2020
|
87,607,071.00
|
18,000,000.00
|
|
1/20/2021
|
87,421,690.00
|
18,000,000.00
|
|
2/20/2021
|
87,235,500.00
|
18,000,000.00
|
|
3/20/2021
|
87,048,905.00
|
18,000,000.00
|
|
4/20/2021
|
86,861,500.00
|
18,000,000.00
|
|
5/20/2021
|
86,673,286.00
|
18,000,000.00
|
|
6/20/2021
|
86,484,262.00
|
18,000,000.00
|
|
7/20/2021
|
86,294,429.00
|
18,000,000.00
|
|
8/20/2021
|
86,103,786.00
|
18,000,000.00
|
|
9/20/2021
|
85,912,333.00
|
18,000,000.00
|
|
10/20/2021
|
85,720,476.00
|
18,000,000.00
|
|
11/20/2021
|
85,527,810.00
|
18,000,000.00
|
|
12/20/2021
|
85,334,333.00
|
18,000,000.00
|
|
1/20/2022
|
85,140,048.00
|
18,000,000.00
|
|
2/20/2022
|
84,944,952.00
|
18,000,000.00
|
|
3/20/2022
|
84,749,048.00
|
18,000,000.00
|
|
4/20/2022
|
84,552,333.00
|
18,000,000.00
|
|
5/20/2022
|
84,354,810.00
|
18,000,000.00
|
|
6/20/2022
|
84,156,476.00
|
18,000,000.00
|
|
7/20/2022
|
83,957,333.00
|
18,000,000.00
|
|
8/20/2022
|
83,757,381.00
|
18,000,000.00
|
III-B-1
Date |
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
9/20/2022
|
83,557,024.00
|
18,000,000.00
|
|
10/20/2022
|
83,355,857.00
|
18,000,000.00
|
|
11/20/2022
|
83,153,881.00
|
18,000,000.00
|
|
12/20/2022
|
82,951,095.00
|
18,000,000.00
|
|
1/20/2023
|
82,747,500.00
|
18,000,000.00
|
|
2/20/2023
|
82,543,095.00
|
18,000,000.00
|
|
3/20/2023
|
-
|
-
|
|
4/20/2023
|
-
|
-
|
|
5/20/2023
|
-
|
-
|
|
6/20/2023
|
-
|
-
|
|
7/20/2023
|
-
|
-
|
|
8/20/2023
|
-
|
-
|
|
9/20/2023
|
-
|
-
|
|
10/20/2023
|
-
|
-
|
|
11/20/2023
|
-
|
-
|
|
12/20/2023
|
-
|
-
|
|
1/20/2024
|
-
|
-
|
|
2/20/2024
|
-
|
-
|
|
3/20/2024
|
-
|
-
|
|
4/20/2024
|
-
|
-
|
|
5/20/2024
|
-
|
-
|
|
6/20/2024
|
-
|
-
|
|
7/20/2024
|
-
|
-
|
|
8/20/2024
|
-
|
-
|
|
9/20/2024
|
-
|
-
|
|
10/20/2024
|
-
|
-
|
|
11/20/2024
|
-
|
-
|
|
12/20/2024
|
-
|
-
|
|
1/20/2025
|
-
|
-
|
|
2/20/2025
|
-
|
-
|
|
3/20/2025
|
-
|
-
|
|
4/20/2025
|
-
|
-
|
|
5/20/2025
|
-
|
-
|
|
6/20/2025
|
-
|
-
|
|
7/20/2025
|
-
|
-
|
|
8/20/2025
|
-
|
-
|
|
9/20/2025
|
-
|
-
|
|
10/20/2025
|
-
|
-
|
|
11/20/2025
|
-
|
-
|
|
12/20/2025
|
-
|
-
|
|
1/20/2026
|
-
|
-
|
|
2/20/2026
|
-
|
-
|
|
3/20/2026
|
-
|
-
|
|
4/20/2026
|
-
|
-
|
|
5/20/2026
|
-
|
-
|
|
6/20/2026
|
-
|
-
|
|
7/20/2026
|
-
|
-
|
|
8/20/2026
|
-
|
-
|
|
9/20/2026
|
-
|
-
|
|
10/20/2026
|
-
|
-
|
|
11/20/2026
|
-
|
-
|
|
12/20/2026
|
-
|
-
|
|
1/20/2027
|
-
|
-
|
|
2/20/2027
|
-
|
-
|
|
3/20/2027
|
-
|
-
|
III-B-2
Date |
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
4/20/2027
|
-
|
-
|
|
5/20/2027
|
-
|
-
|
|
6/20/2027
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
III-B-3
SCHEDULE III-C
SERIES 2013-2 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
88,623,270.00
|
14,500,000.00
|
|
11/20/2018
|
88,471,817.00
|
14,500,000.00
|
|
12/20/2018
|
88,319,733.00
|
14,500,000.00
|
|
1/20/2019
|
88,167,014.00
|
14,500,000.00
|
|
2/20/2019
|
88,013,660.00
|
14,500,000.00
|
|
3/20/2019
|
87,859,667.00
|
14,500,000.00
|
|
4/20/2019
|
87,705,032.00
|
14,500,000.00
|
|
5/20/2019
|
87,549,752.00
|
14,500,000.00
|
|
6/20/2019
|
87,393,826.00
|
14,500,000.00
|
|
7/20/2019
|
87,237,250.00
|
14,500,000.00
|
|
8/20/2019
|
87,080,021.00
|
14,500,000.00
|
|
9/20/2019
|
86,922,138.00
|
14,500,000.00
|
|
10/20/2019
|
86,763,597.00
|
14,500,000.00
|
|
11/20/2019
|
86,604,395.00
|
14,500,000.00
|
|
12/20/2019
|
86,444,529.00
|
14,500,000.00
|
|
1/20/2020
|
86,283,998.00
|
14,500,000.00
|
|
2/20/2020
|
86,122,797.00
|
14,500,000.00
|
|
3/20/2020
|
85,960,925.00
|
14,500,000.00
|
|
4/20/2020
|
85,798,379.00
|
14,500,000.00
|
|
5/20/2020
|
85,635,155.00
|
14,500,000.00
|
|
6/20/2020
|
85,471,251.00
|
14,500,000.00
|
|
7/20/2020
|
85,306,665.00
|
14,500,000.00
|
|
8/20/2020
|
85,141,392.00
|
14,500,000.00
|
|
9/20/2020
|
84,975,431.00
|
14,500,000.00
|
|
10/20/2020
|
84,808,778.00
|
14,500,000.00
|
|
11/20/2020
|
84,641,431.00
|
14,500,000.00
|
|
12/20/2020
|
84,473,387.00
|
14,500,000.00
|
|
1/20/2021
|
84,304,642.00
|
14,500,000.00
|
|
2/20/2021
|
84,135,195.00
|
14,500,000.00
|
|
3/20/2021
|
83,965,041.00
|
14,500,000.00
|
|
4/20/2021
|
83,794,178.00
|
14,500,000.00
|
|
5/20/2021
|
83,622,604.00
|
14,500,000.00
|
|
6/20/2021
|
83,450,314.00
|
14,500,000.00
|
|
7/20/2021
|
83,277,307.00
|
14,500,000.00
|
|
8/20/2021
|
83,103,579.00
|
14,500,000.00
|
|
9/20/2021
|
82,929,127.00
|
14,500,000.00
|
|
10/20/2021
|
82,753,948.00
|
14,500,000.00
|
|
11/20/2021
|
82,578,039.00
|
14,500,000.00
|
|
12/20/2021
|
82,401,397.00
|
14,500,000.00
|
|
1/20/2022
|
82,224,019.00
|
14,500,000.00
|
|
2/20/2022
|
82,045,902.00
|
14,500,000.00
|
|
3/20/2022
|
81,867,043.00
|
14,500,000.00
|
|
4/20/2022
|
81,687,439.00
|
14,500,000.00
|
|
5/20/2022
|
81,507,086.00
|
14,500,000.00
|
|
6/20/2022
|
81,325,982.00
|
14,500,000.00
|
|
7/20/2022
|
81,144,124.00
|
14,500,000.00
|
|
8/20/2022
|
80,961,507.00
|
14,500,000.00
|
III-C-1
Date |
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
9/20/2022
|
80,778,130.00
|
14,500,000.00
|
|
10/20/2022
|
80,593,988.00
|
14,500,000.00
|
|
11/20/2022
|
80,409,080.00
|
14,500,000.00
|
|
12/20/2022
|
80,223,401.00
|
14,500,000.00
|
|
1/20/2023
|
80,036,948.00
|
14,500,000.00
|
|
2/20/2023
|
79,849,718.00
|
14,500,000.00
|
|
3/20/2023
|
79,661,708.00
|
14,500,000.00
|
|
4/20/2023
|
79,472,915.00
|
14,500,000.00
|
|
5/20/2023
|
79,283,335.00
|
14,500,000.00
|
|
6/20/2023
|
79,092,966.00
|
14,500,000.00
|
|
7/20/2023
|
-
|
-
|
|
8/20/2023
|
-
|
-
|
|
9/20/2023
|
-
|
-
|
|
10/20/2023
|
-
|
-
|
|
11/20/2023
|
-
|
-
|
|
12/20/2023
|
-
|
-
|
|
1/20/2024
|
-
|
-
|
|
2/20/2024
|
-
|
-
|
|
3/20/2024
|
-
|
-
|
|
4/20/2024
|
-
|
-
|
|
5/20/2024
|
-
|
-
|
|
6/20/2024
|
-
|
-
|
|
7/20/2024
|
-
|
-
|
|
8/20/2024
|
-
|
-
|
|
9/20/2024
|
-
|
-
|
|
10/20/2024
|
-
|
-
|
|
11/20/2024
|
-
|
-
|
|
12/20/2024
|
-
|
-
|
|
1/20/2025
|
-
|
-
|
|
2/20/2025
|
-
|
-
|
|
3/20/2025
|
-
|
-
|
|
4/20/2025
|
-
|
-
|
|
5/20/2025
|
-
|
-
|
|
6/20/2025
|
-
|
-
|
|
7/20/2025
|
-
|
-
|
|
8/20/2025
|
-
|
-
|
|
9/20/2025
|
-
|
-
|
|
10/20/2025
|
-
|
-
|
|
11/20/2025
|
-
|
-
|
|
12/20/2025
|
-
|
-
|
|
1/20/2026
|
-
|
-
|
|
2/20/2026
|
-
|
-
|
|
3/20/2026
|
-
|
-
|
|
4/20/2026
|
-
|
-
|
|
5/20/2026
|
-
|
-
|
|
6/20/2026
|
-
|
-
|
|
7/20/2026
|
-
|
-
|
|
8/20/2026
|
-
|
-
|
|
9/20/2026
|
-
|
-
|
|
10/20/2026
|
-
|
-
|
|
11/20/2026
|
-
|
-
|
|
12/20/2026
|
-
|
-
|
|
1/20/2027
|
-
|
-
|
|
2/20/2027
|
-
|
-
|
III-C-2
Date |
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
3/20/2027
|
-
|
-
|
|
4/20/2027
|
-
|
-
|
|
5/20/2027
|
-
|
-
|
|
6/20/2027
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
III-C-3
SCHEDULE III-D
SERIES 2013-3 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
70,826,366
|
91,982,294
|
13,000,000
|
|
11/20/2018
|
70,708,124
|
91,828,732
|
13,000,000
|
|
12/20/2018
|
70,589,388
|
91,674,530
|
13,000,000
|
|
1/20/2019
|
70,470,158
|
91,519,686
|
13,000,000
|
|
2/20/2019
|
70,350,431
|
91,364,197
|
13,000,000
|
|
3/20/2019
|
70,230,205
|
91,208,059
|
13,000,000
|
|
4/20/2019
|
70,109,479
|
91,051,271
|
13,000,000
|
|
5/20/2019
|
69,988,249
|
90,893,829
|
13,000,000
|
|
6/20/2019
|
69,866,514
|
90,735,732
|
13,000,000
|
|
7/20/2019
|
69,744,272
|
90,576,976
|
13,000,000
|
|
8/20/2019
|
69,621,520
|
90,417,558
|
13,000,000
|
|
9/20/2019
|
69,498,257
|
90,257,477
|
13,000,000
|
|
10/20/2019
|
69,374,480
|
90,096,728
|
13,000,000
|
|
11/20/2019
|
69,250,188
|
89,935,310
|
13,000,000
|
|
12/20/2019
|
69,125,378
|
89,773,218
|
13,000,000
|
|
1/20/2020
|
69,000,048
|
89,610,452
|
13,000,000
|
|
2/20/2020
|
68,874,195
|
89,447,007
|
13,000,000
|
|
3/20/2020
|
68,747,819
|
89,282,881
|
13,000,000
|
|
4/20/2020
|
68,620,915
|
89,118,071
|
13,000,000
|
|
5/20/2020
|
68,493,483
|
88,952,575
|
13,000,000
|
|
6/20/2020
|
68,365,519
|
88,786,389
|
13,000,000
|
|
7/20/2020
|
68,237,023
|
88,619,511
|
13,000,000
|
|
8/20/2020
|
68,107,991
|
88,451,937
|
13,000,000
|
|
9/20/2020
|
67,978,422
|
88,283,666
|
13,000,000
|
|
10/20/2020
|
67,848,313
|
88,114,693
|
13,000,000
|
|
11/20/2020
|
-
|
87,945,015
|
13,000,000
|
|
12/20/2020
|
-
|
87,774,632
|
13,000,000
|
|
1/20/2021
|
-
|
87,603,537
|
13,000,000
|
|
2/20/2021
|
-
|
87,431,730
|
13,000,000
|
|
3/20/2021
|
-
|
87,259,208
|
13,000,000
|
|
4/20/2021
|
-
|
87,085,966
|
13,000,000
|
|
5/20/2021
|
-
|
86,912,002
|
13,000,000
|
|
6/20/2021
|
-
|
86,737,314
|
13,000,000
|
|
7/20/2021
|
-
|
86,561,898
|
13,000,000
|
|
8/20/2021
|
-
|
86,385,751
|
13,000,000
|
|
9/20/2021
|
-
|
86,208,870
|
13,000,000
|
|
10/20/2021
|
-
|
86,031,252
|
13,000,000
|
|
11/20/2021
|
-
|
85,852,894
|
13,000,000
|
|
12/20/2021
|
-
|
85,673,792
|
13,000,000
|
|
1/20/2022
|
-
|
85,493,945
|
13,000,000
|
|
2/20/2022
|
-
|
85,313,348
|
13,000,000
|
|
3/20/2022
|
-
|
85,131,999
|
13,000,000
|
|
4/20/2022
|
-
|
84,949,894
|
13,000,000
|
|
5/20/2022
|
-
|
84,767,031
|
13,000,000
|
|
6/20/2022
|
-
|
84,583,405
|
13,000,000
|
|
7/20/2022
|
-
|
84,399,014
|
13,000,000
|
|
8/20/2022
|
-
|
84,213,854
|
13,000,000
|
|
9/20/2022
|
-
|
84,027,924
|
13,000,000
|
III-D-1
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2022
|
-
|
83,841,219
|
13,000,000
|
|
11/20/2022
|
-
|
83,653,736
|
13,000,000
|
|
12/20/2022
|
-
|
83,465,471
|
13,000,000
|
|
1/20/2023
|
-
|
83,276,423
|
13,000,000
|
|
2/20/2023
|
-
|
83,086,586
|
13,000,000
|
|
3/20/2023
|
-
|
82,895,958
|
13,000,000
|
|
4/20/2023
|
-
|
82,704,537
|
13,000,000
|
|
5/20/2023
|
-
|
82,512,318
|
13,000,000
|
|
6/20/2023
|
-
|
82,319,297
|
13,000,000
|
|
7/20/2023
|
-
|
82,125,472
|
13,000,000
|
|
8/20/2023
|
-
|
81,930,841
|
13,000,000
|
|
9/20/2023
|
-
|
81,735,397
|
13,000,000
|
|
10/20/2023
|
-
|
81,539,140
|
13,000,000
|
|
11/20/2023
|
-
|
-
|
-
|
|
12/20/2023
|
-
|
-
|
-
|
|
1/20/2024
|
-
|
-
|
-
|
|
2/20/2024
|
-
|
-
|
-
|
|
3/20/2024
|
-
|
-
|
-
|
|
4/20/2024
|
-
|
-
|
-
|
|
5/20/2024
|
-
|
-
|
-
|
|
6/20/2024
|
-
|
-
|
-
|
|
7/20/2024
|
-
|
-
|
-
|
|
8/20/2024
|
-
|
-
|
-
|
|
9/20/2024
|
-
|
-
|
-
|
|
10/20/2024
|
-
|
-
|
-
|
|
11/20/2024
|
-
|
-
|
-
|
|
12/20/2024
|
-
|
-
|
-
|
|
1/20/2025
|
-
|
-
|
-
|
|
2/20/2025
|
-
|
-
|
-
|
|
3/20/2025
|
-
|
-
|
-
|
|
4/20/2025
|
-
|
-
|
-
|
|
5/20/2025
|
-
|
-
|
-
|
|
6/20/2025
|
-
|
-
|
-
|
|
7/20/2025
|
-
|
-
|
-
|
|
8/20/2025
|
-
|
-
|
-
|
|
9/20/2025
|
-
|
-
|
-
|
|
10/20/2025
|
-
|
-
|
-
|
|
11/20/2025
|
-
|
-
|
-
|
|
12/20/2025
|
-
|
-
|
-
|
|
1/20/2026
|
-
|
-
|
-
|
|
2/20/2026
|
-
|
-
|
-
|
|
3/20/2026
|
-
|
-
|
-
|
|
4/20/2026
|
-
|
-
|
-
|
|
5/20/2026
|
-
|
-
|
-
|
|
6/20/2026
|
-
|
-
|
-
|
|
7/20/2026
|
-
|
-
|
-
|
|
8/20/2026
|
-
|
-
|
-
|
|
9/20/2026
|
-
|
-
|
-
|
|
10/20/2026
|
-
|
-
|
-
|
|
11/20/2026
|
-
|
-
|
-
|
|
12/20/2026
|
-
|
-
|
-
|
|
1/20/2027
|
-
|
-
|
-
|
|
2/20/2027
|
-
|
-
|
-
|
|
3/20/2027
|
-
|
-
|
-
|
|
4/20/2027
|
-
|
-
|
-
|
III-D-2
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
5/20/2027
|
-
|
-
|
-
|
|
6/20/2027
|
-
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
-
|
III-D-3
SCHEDULE III-E
SERIES 2014-1 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
117,350,000.00
|
136,908,333.33
|
17,500,000.00
|
|
11/20/2018
|
117,300,000.00
|
136,850,000.00
|
17,500,000.00
|
|
12/20/2018
|
117,250,000.00
|
136,791,666.67
|
17,500,000.00
|
|
1/20/2019
|
117,200,000.00
|
136,733,333.33
|
17,500,000.00
|
|
2/20/2019
|
117,150,000.00
|
136,675,000.00
|
17,500,000.00
|
|
3/20/2019
|
117,100,000.00
|
136,616,666.67
|
17,500,000.00
|
|
4/20/2019
|
117,050,000.00
|
136,558,333.33
|
17,500,000.00
|
|
5/20/2019
|
117,000,000.00
|
136,500,000.00
|
17,500,000.00
|
|
6/20/2019
|
116,950,000.00
|
136,441,666.67
|
17,500,000.00
|
|
7/20/2019
|
116,900,000.00
|
136,383,333.33
|
17,500,000.00
|
|
8/20/2019
|
116,850,000.00
|
136,325,000.00
|
17,500,000.00
|
|
9/20/2019
|
116,800,000.00
|
136,266,666.67
|
17,500,000.00
|
|
10/20/2019
|
116,750,000.00
|
136,208,333.33
|
17,500,000.00
|
|
11/20/2019
|
116,700,000.00
|
136,150,000.00
|
17,500,000.00
|
|
12/20/2019
|
116,650,000.00
|
136,091,666.67
|
17,500,000.00
|
|
1/20/2020
|
116,600,000.00
|
136,033,333.33
|
17,500,000.00
|
|
2/20/2020
|
116,550,000.00
|
135,975,000.00
|
17,500,000.00
|
|
3/20/2020
|
116,500,000.00
|
135,916,666.67
|
17,500,000.00
|
|
4/20/2020
|
116,450,000.00
|
135,858,333.33
|
17,500,000.00
|
|
5/20/2020
|
116,400,000.00
|
135,800,000.00
|
17,500,000.00
|
|
6/20/2020
|
116,350,000.00
|
135,741,666.67
|
17,500,000.00
|
|
7/20/2020
|
116,300,000.00
|
135,683,333.33
|
17,500,000.00
|
|
8/20/2020
|
116,250,000.00
|
135,625,000.00
|
17,500,000.00
|
|
9/20/2020
|
116,200,000.00
|
135,566,666.67
|
17,500,000.00
|
|
10/20/2020
|
116,150,000.00
|
135,508,333.33
|
17,500,000.00
|
|
11/20/2020
|
116,100,000.00
|
135,450,000.00
|
17,500,000.00
|
|
12/20/2020
|
116,050,000.00
|
135,391,666.67
|
17,500,000.00
|
|
1/20/2021
|
116,000,000.00
|
135,333,333.33
|
17,500,000.00
|
|
2/20/2021
|
115,950,000.00
|
135,275,000.00
|
17,500,000.00
|
|
3/20/2021
|
115,900,000.00
|
135,216,666.67
|
17,500,000.00
|
|
4/20/2021
|
-
|
135,158,333.33
|
17,500,000.00
|
|
5/20/2021
|
-
|
135,100,000.00
|
17,500,000.00
|
|
6/20/2021
|
-
|
135,041,666.67
|
17,500,000.00
|
|
7/20/2021
|
-
|
134,983,333.33
|
17,500,000.00
|
|
8/20/2021
|
-
|
134,925,000.00
|
17,500,000.00
|
|
9/20/2021
|
-
|
134,866,666.67
|
17,500,000.00
|
|
10/20/2021
|
-
|
134,808,333.33
|
17,500,000.00
|
|
11/20/2021
|
-
|
134,750,000.00
|
17,500,000.00
|
|
12/20/2021
|
-
|
134,691,666.67
|
17,500,000.00
|
|
1/20/2022
|
-
|
134,633,333.33
|
17,500,000.00
|
|
2/20/2022
|
-
|
134,575,000.00
|
17,500,000.00
|
|
3/20/2022
|
-
|
134,516,666.67
|
17,500,000.00
|
|
4/20/2022
|
-
|
134,458,333.33
|
17,500,000.00
|
|
5/20/2022
|
-
|
134,400,000.00
|
17,500,000.00
|
|
6/20/2022
|
-
|
134,341,666.67
|
17,500,000.00
|
|
7/20/2022
|
-
|
134,283,333.33
|
17,500,000.00
|
|
8/20/2022
|
-
|
134,225,000.00
|
17,500,000.00
|
|
9/20/2022
|
-
|
134,166,666.67
|
17,500,000.00
|
|
10/20/2022
|
-
|
134,108,333.33
|
17,500,000.00
|
III-E-1
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
11/20/2022
|
-
|
134,050,000.00
|
17,500,000.00
|
|
12/20/2022
|
-
|
133,991,666.67
|
17,500,000.00
|
|
1/20/2023
|
-
|
133,933,333.33
|
17,500,000.00
|
|
2/20/2023
|
-
|
133,875,000.00
|
17,500,000.00
|
|
3/20/2023
|
-
|
133,816,666.67
|
17,500,000.00
|
|
4/20/2023
|
-
|
133,758,333.33
|
17,500,000.00
|
|
5/20/2023
|
-
|
133,700,000.00
|
17,500,000.00
|
|
6/20/2023
|
-
|
133,641,666.67
|
17,500,000.00
|
|
7/20/2023
|
-
|
133,583,333.33
|
17,500,000.00
|
|
8/20/2023
|
-
|
133,525,000.00
|
17,500,000.00
|
|
9/20/2023
|
-
|
133,466,666.67
|
17,500,000.00
|
|
10/20/2023
|
-
|
133,408,333.33
|
17,500,000.00
|
|
11/20/2023
|
-
|
133,350,000.00
|
17,500,000.00
|
|
12/20/2023
|
-
|
133,291,666.67
|
17,500,000.00
|
|
1/20/2024
|
-
|
133,233,333.33
|
17,500,000.00
|
|
2/20/2024
|
-
|
133,175,000.00
|
17,500,000.00
|
|
3/20/2024
|
-
|
133,116,666.67
|
17,500,000.00
|
|
4/20/2024
|
-
|
-
|
-
|
|
5/20/2024
|
-
|
-
|
-
|
|
6/20/2024
|
-
|
-
|
-
|
|
7/20/2024
|
-
|
-
|
-
|
|
8/20/2024
|
-
|
-
|
-
|
|
9/20/2024
|
-
|
-
|
-
|
|
10/20/2024
|
-
|
-
|
-
|
|
11/20/2024
|
-
|
-
|
-
|
|
12/20/2024
|
-
|
-
|
-
|
|
1/20/2025
|
-
|
-
|
-
|
|
2/20/2025
|
-
|
-
|
-
|
|
3/20/2025
|
-
|
-
|
-
|
|
4/20/2025
|
-
|
-
|
-
|
|
5/20/2025
|
-
|
-
|
-
|
|
6/20/2025
|
-
|
-
|
-
|
|
7/20/2025
|
-
|
-
|
-
|
|
8/20/2025
|
-
|
-
|
-
|
|
9/20/2025
|
-
|
-
|
-
|
|
10/20/2025
|
-
|
-
|
-
|
|
11/20/2025
|
-
|
-
|
-
|
|
12/20/2025
|
-
|
-
|
-
|
|
1/20/2026
|
-
|
-
|
-
|
|
2/20/2026
|
-
|
-
|
-
|
|
3/20/2026
|
-
|
-
|
-
|
|
4/20/2026
|
-
|
-
|
-
|
|
5/20/2026
|
-
|
-
|
-
|
|
6/20/2026
|
-
|
-
|
-
|
|
7/20/2026
|
-
|
-
|
-
|
|
8/20/2026
|
-
|
-
|
-
|
|
9/20/2026
|
-
|
-
|
-
|
|
10/20/2026
|
-
|
-
|
-
|
|
11/20/2026
|
-
|
-
|
-
|
|
12/20/2026
|
-
|
-
|
-
|
|
1/20/2027
|
-
|
-
|
-
|
|
2/20/2027
|
-
|
-
|
-
|
|
3/20/2027
|
-
|
-
|
-
|
|
4/20/2027
|
-
|
-
|
-
|
|
5/20/2027
|
-
|
-
|
-
|
III-E-2
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
6/20/2027
|
-
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
-
|
III-E-3
SCHEDULE III-F
SERIES 2015-1 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
93,337,500.00
|
265,275,000.00
|
30,000,000.00
|
|
11/20/2018
|
93,297,916.00
|
265,162,500.00
|
30,000,000.00
|
|
12/20/2018
|
93,258,334.00
|
265,050,000.00
|
30,000,000.00
|
|
1/20/2019
|
93,218,750.00
|
264,937,500.00
|
30,000,000.00
|
|
2/20/2019
|
93,179,166.00
|
264,825,000.00
|
30,000,000.00
|
|
3/20/2019
|
93,139,584.00
|
264,712,500.00
|
30,000,000.00
|
|
4/20/2019
|
93,100,000.00
|
264,600,000.00
|
30,000,000.00
|
|
5/20/2019
|
93,060,416.00
|
264,487,500.00
|
30,000,000.00
|
|
6/20/2019
|
93,020,834.00
|
264,375,000.00
|
30,000,000.00
|
|
7/20/2019
|
92,981,250.00
|
264,262,500.00
|
30,000,000.00
|
|
8/20/2019
|
92,941,666.00
|
264,150,000.00
|
30,000,000.00
|
|
9/20/2019
|
92,902,084.00
|
264,037,500.00
|
30,000,000.00
|
|
10/20/2019
|
92,862,500.00
|
263,925,000.00
|
30,000,000.00
|
|
11/20/2019
|
92,822,916.00
|
263,812,500.00
|
30,000,000.00
|
|
12/20/2019
|
92,783,334.00
|
263,700,000.00
|
30,000,000.00
|
|
1/20/2020
|
92,743,750.00
|
263,587,500.00
|
30,000,000.00
|
|
2/20/2020
|
92,704,166.00
|
263,475,000.00
|
30,000,000.00
|
|
3/20/2020
|
92,664,584.00
|
263,362,500.00
|
30,000,000.00
|
|
4/20/2020
|
92,625,000.00
|
263,250,000.00
|
30,000,000.00
|
|
5/20/2020
|
92,585,416.00
|
263,137,500.00
|
30,000,000.00
|
|
6/20/2020
|
92,545,834.00
|
263,025,000.00
|
30,000,000.00
|
|
7/20/2020
|
92,506,250.00
|
262,912,500.00
|
30,000,000.00
|
|
8/20/2020
|
92,466,666.00
|
262,800,000.00
|
30,000,000.00
|
|
9/20/2020
|
92,427,084.00
|
262,687,500.00
|
30,000,000.00
|
|
10/20/2020
|
92,387,500.00
|
262,575,000.00
|
30,000,000.00
|
|
11/20/2020
|
92,347,916.00
|
262,462,500.00
|
30,000,000.00
|
|
12/20/2020
|
92,308,334.00
|
262,350,000.00
|
30,000,000.00
|
|
1/20/2021
|
92,268,750.00
|
262,237,500.00
|
30,000,000.00
|
|
2/20/2021
|
92,229,166.00
|
262,125,000.00
|
30,000,000.00
|
|
3/20/2021
|
92,189,584.00
|
262,012,500.00
|
30,000,000.00
|
|
4/20/2021
|
92,150,000.00
|
261,900,000.00
|
30,000,000.00
|
|
5/20/2021
|
92,110,416.00
|
261,787,500.00
|
30,000,000.00
|
|
6/20/2021
|
92,070,834.00
|
261,675,000.00
|
30,000,000.00
|
|
7/20/2021
|
92,031,250.00
|
261,562,500.00
|
30,000,000.00
|
|
8/20/2021
|
91,991,666.00
|
261,450,000.00
|
30,000,000.00
|
|
9/20/2021
|
91,952,084.00
|
261,337,500.00
|
30,000,000.00
|
|
10/20/2021
|
91,912,500.00
|
261,225,000.00
|
30,000,000.00
|
|
11/20/2021
|
91,872,916.00
|
261,112,500.00
|
30,000,000.00
|
|
12/20/2021
|
91,833,334.00
|
261,000,000.00
|
30,000,000.00
|
|
1/20/2022
|
91,793,750.00
|
260,887,500.00
|
30,000,000.00
|
|
2/20/2022
|
91,754,166.00
|
260,775,000.00
|
30,000,000.00
|
|
3/20/2022
|
91,714,584.00
|
260,662,500.00
|
30,000,000.00
|
|
4/20/2022
|
-
|
260,550,000.00
|
30,000,000.00
|
|
5/20/2022
|
-
|
260,437,500.00
|
30,000,000.00
|
|
6/20/2022
|
-
|
260,325,000.00
|
30,000,000.00
|
|
7/20/2022
|
-
|
260,212,500.00
|
30,000,000.00
|
III-F-1
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
8/20/2022
|
-
|
260,100,000.00
|
30,000,000.00
|
|
9/20/2022
|
-
|
259,987,500.00
|
30,000,000.00
|
|
10/20/2022
|
-
|
259,875,000.00
|
30,000,000.00
|
|
11/20/2022
|
-
|
259,762,500.00
|
30,000,000.00
|
|
12/20/2022
|
-
|
259,650,000.00
|
30,000,000.00
|
|
1/20/2023
|
-
|
259,537,500.00
|
30,000,000.00
|
|
2/20/2023
|
-
|
259,425,000.00
|
30,000,000.00
|
|
3/20/2023
|
-
|
259,312,500.00
|
30,000,000.00
|
|
4/20/2023
|
-
|
259,200,000.00
|
30,000,000.00
|
|
5/20/2023
|
-
|
259,087,500.00
|
30,000,000.00
|
|
6/20/2023
|
-
|
258,975,000.00
|
30,000,000.00
|
|
7/20/2023
|
-
|
258,862,500.00
|
30,000,000.00
|
|
8/20/2023
|
-
|
258,750,000.00
|
30,000,000.00
|
|
9/20/2023
|
-
|
258,637,500.00
|
30,000,000.00
|
|
10/20/2023
|
-
|
258,525,000.00
|
30,000,000.00
|
|
11/20/2023
|
-
|
258,412,500.00
|
30,000,000.00
|
|
12/20/2023
|
-
|
258,300,000.00
|
30,000,000.00
|
|
1/20/2024
|
-
|
258,187,500.00
|
30,000,000.00
|
|
2/20/2024
|
-
|
258,075,000.00
|
30,000,000.00
|
|
3/20/2024
|
-
|
257,962,500.00
|
30,000,000.00
|
|
4/20/2024
|
-
|
257,850,000.00
|
30,000,000.00
|
|
5/20/2024
|
-
|
257,737,500.00
|
30,000,000.00
|
|
6/20/2024
|
-
|
257,625,000.00
|
30,000,000.00
|
|
7/20/2024
|
-
|
257,512,500.00
|
30,000,000.00
|
|
8/20/2024
|
-
|
257,400,000.00
|
30,000,000.00
|
|
9/20/2024
|
-
|
257,287,500.00
|
30,000,000.00
|
|
10/20/2024
|
-
|
257,175,000.00
|
30,000,000.00
|
|
11/20/2024
|
-
|
257,062,500.00
|
30,000,000.00
|
|
12/20/2024
|
-
|
256,950,000.00
|
30,000,000.00
|
|
1/20/2025
|
-
|
256,837,500.00
|
30,000,000.00
|
|
2/20/2025
|
-
|
256,725,000.00
|
30,000,000.00
|
|
3/20/2025
|
-
|
256,612,500.00
|
30,000,000.00
|
|
4/20/2025
|
-
|
-
|
-
|
|
5/20/2025
|
-
|
-
|
-
|
|
6/20/2025
|
-
|
-
|
-
|
|
7/20/2025
|
-
|
-
|
-
|
|
8/20/2025
|
-
|
-
|
-
|
|
9/20/2025
|
-
|
-
|
-
|
|
10/20/2025
|
-
|
-
|
-
|
|
11/20/2025
|
-
|
-
|
-
|
|
12/20/2025
|
-
|
-
|
-
|
|
1/20/2026
|
-
|
-
|
-
|
|
2/20/2026
|
-
|
-
|
-
|
|
3/20/2026
|
-
|
-
|
-
|
|
4/20/2026
|
-
|
-
|
-
|
|
5/20/2026
|
-
|
-
|
-
|
|
6/20/2026
|
-
|
-
|
-
|
|
7/20/2026
|
-
|
-
|
-
|
|
8/20/2026
|
-
|
-
|
-
|
|
9/20/2026
|
-
|
-
|
-
|
|
10/20/2026
|
-
|
-
|
-
|
|
11/20/2026
|
-
|
-
|
-
|
|
12/20/2026
|
-
|
-
|
-
|
|
1/20/2027
|
-
|
-
|
-
|
|
2/20/2027
|
-
|
-
|
-
|
III-F-2
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
3/20/2027
|
-
|
-
|
-
|
|
4/20/2027
|
-
|
-
|
-
|
|
5/20/2027
|
-
|
-
|
-
|
|
6/20/2027
|
-
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
-
|
III-F-3
SCHEDULE III-G
SERIES 2016-1 NOTES
AMORTIZATION SCHEDULE
Date
|
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2018
|
192,812,360
|
131,397,822
|
20,000,000
|
|
11/20/2018
|
192,500,237
|
131,191,304
|
20,000,000
|
|
12/20/2018
|
192,187,074
|
130,984,098
|
20,000,000
|
|
1/20/2019
|
191,872,867
|
130,776,201
|
20,000,000
|
|
2/20/2019
|
191,557,612
|
130,567,611
|
20,000,000
|
|
3/20/2019
|
191,241,307
|
130,358,326
|
20,000,000
|
|
4/20/2019
|
190,923,948
|
130,148,343
|
20,000,000
|
|
5/20/2019
|
190,605,530
|
129,937,660
|
20,000,000
|
|
6/20/2019
|
190,286,051
|
129,726,275
|
20,000,000
|
|
7/20/2019
|
189,965,508
|
129,514,185
|
20,000,000
|
|
8/20/2019
|
189,643,895
|
129,301,388
|
20,000,000
|
|
9/20/2019
|
189,321,211
|
129,087,882
|
20,000,000
|
|
10/20/2019
|
188,997,451
|
128,873,665
|
20,000,000
|
|
11/20/2019
|
188,672,612
|
128,658,733
|
20,000,000
|
|
12/20/2019
|
188,346,690
|
128,443,085
|
20,000,000
|
|
1/20/2020
|
188,019,682
|
128,226,718
|
20,000,000
|
|
2/20/2020
|
187,691,584
|
128,009,629
|
20,000,000
|
|
3/20/2020
|
187,362,392
|
127,791,817
|
20,000,000
|
|
4/20/2020
|
187,032,102
|
127,573,280
|
20,000,000
|
|
5/20/2020
|
186,700,712
|
127,354,013
|
20,000,000
|
|
6/20/2020
|
186,368,217
|
127,134,016
|
20,000,000
|
|
7/20/2020
|
186,034,614
|
126,913,285
|
20,000,000
|
|
8/20/2020
|
185,699,899
|
126,691,819
|
20,000,000
|
|
9/20/2020
|
185,364,068
|
126,469,614
|
20,000,000
|
|
10/20/2020
|
185,027,117
|
126,246,669
|
20,000,000
|
|
11/20/2020
|
184,689,044
|
126,022,981
|
20,000,000
|
|
12/20/2020
|
184,349,843
|
125,798,547
|
20,000,000
|
|
1/20/2021
|
184,009,512
|
125,573,364
|
20,000,000
|
|
2/20/2021
|
183,668,047
|
125,347,432
|
20,000,000
|
|
3/20/2021
|
183,325,443
|
125,120,746
|
20,000,000
|
|
4/20/2021
|
182,981,697
|
124,893,304
|
20,000,000
|
|
5/20/2021
|
182,636,806
|
124,665,105
|
20,000,000
|
|
6/20/2021
|
182,290,764
|
124,436,144
|
20,000,000
|
|
7/20/2021
|
181,943,570
|
124,206,421
|
20,000,000
|
|
8/20/2021
|
181,595,218
|
123,975,932
|
20,000,000
|
|
9/20/2021
|
181,245,705
|
123,744,674
|
20,000,000
|
|
10/20/2021
|
180,895,026
|
123,512,646
|
20,000,000
|
|
11/20/2021
|
180,543,179
|
123,279,844
|
20,000,000
|
|
12/20/2021
|
180,190,159
|
123,046,266
|
20,000,000
|
|
1/20/2022
|
179,835,962
|
122,811,910
|
20,000,000
|
|
2/20/2022
|
179,480,585
|
122,576,772
|
20,000,000
|
|
3/20/2022
|
179,124,023
|
122,340,851
|
20,000,000
|
|
4/20/2022
|
178,766,273
|
122,104,143
|
20,000,000
|
|
5/20/2022
|
178,407,329
|
121,866,646
|
20,000,000
|
|
6/20/2022
|
178,047,190
|
121,628,357
|
20,000,000
|
|
7/20/2022
|
177,685,850
|
121,389,275
|
20,000,000
|
|
8/20/2022
|
177,323,306
|
121,149,395
|
20,000,000
|
|
9/20/2022
|
176,959,553
|
120,908,716
|
20,000,000
|
III-G-1
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
10/20/2022
|
176,594,587
|
120,667,234
|
20,000,000
|
|
11/20/2022
|
176,228,405
|
120,424,947
|
20,000,000
|
|
12/20/2022
|
175,861,003
|
120,181,853
|
20,000,000
|
|
1/20/2023
|
175,492,376
|
119,937,949
|
20,000,000
|
|
2/20/2023
|
175,122,520
|
119,693,231
|
20,000,000
|
|
3/20/2023
|
174,751,431
|
119,447,698
|
20,000,000
|
|
4/20/2023
|
174,379,105
|
119,201,346
|
20,000,000
|
|
5/20/2023
|
174,005,538
|
118,954,174
|
20,000,000
|
|
6/20/2023
|
173,630,726
|
118,706,177
|
20,000,000
|
|
7/20/2023
|
173,254,664
|
118,457,353
|
20,000,000
|
|
8/20/2023
|
172,877,349
|
118,207,701
|
20,000,000
|
|
9/20/2023
|
172,498,776
|
117,957,216
|
20,000,000
|
|
10/20/2023
|
172,118,942
|
117,705,896
|
20,000,000
|
|
11/20/2023
|
171,737,841
|
117,453,738
|
20,000,000
|
|
12/20/2023
|
171,355,470
|
117,200,740
|
20,000,000
|
|
1/20/2024
|
170,971,824
|
116,946,898
|
20,000,000
|
|
2/20/2024
|
170,586,900
|
116,692,211
|
20,000,000
|
|
3/20/2024
|
170,200,692
|
116,436,674
|
20,000,000
|
|
4/20/2024
|
169,813,197
|
116,180,286
|
20,000,000
|
|
5/20/2024
|
169,424,411
|
115,923,043
|
20,000,000
|
|
6/20/2024
|
169,034,328
|
115,664,942
|
20,000,000
|
|
7/20/2024
|
168,642,945
|
115,405,981
|
20,000,000
|
|
8/20/2024
|
168,250,258
|
115,146,157
|
20,000,000
|
|
9/20/2024
|
167,856,261
|
114,885,467
|
20,000,000
|
|
10/20/2024
|
167,460,952
|
114,623,908
|
20,000,000
|
|
11/20/2024
|
167,064,324
|
114,361,477
|
20,000,000
|
|
12/20/2024
|
166,666,375
|
114,098,171
|
20,000,000
|
|
1/20/2025
|
166,267,099
|
113,833,988
|
20,000,000
|
|
2/20/2025
|
165,866,492
|
113,568,924
|
20,000,000
|
|
3/20/2025
|
165,464,549
|
113,302,976
|
20,000,000
|
|
4/20/2025
|
165,061,267
|
113,036,142
|
20,000,000
|
|
5/20/2025
|
164,656,641
|
112,768,419
|
20,000,000
|
|
6/20/2025
|
164,250,666
|
112,499,803
|
20,000,000
|
|
7/20/2025
|
163,843,338
|
112,230,292
|
20,000,000
|
|
8/20/2025
|
163,434,651
|
111,959,882
|
20,000,000
|
|
9/20/2025
|
163,024,603
|
111,688,571
|
20,000,000
|
|
10/20/2025
|
162,613,188
|
111,416,355
|
20,000,000
|
|
11/20/2025
|
162,200,401
|
111,143,233
|
20,000,000
|
|
12/20/2025
|
161,786,238
|
110,869,199
|
20,000,000
|
|
1/20/2026
|
161,370,695
|
110,594,253
|
20,000,000
|
|
2/20/2026
|
160,953,767
|
110,318,390
|
20,000,000
|
|
3/20/2026
|
160,535,449
|
110,041,607
|
20,000,000
|
|
4/20/2026
|
160,115,737
|
109,763,902
|
20,000,000
|
|
5/20/2026
|
159,694,625
|
109,485,271
|
20,000,000
|
|
6/20/2026
|
159,272,110
|
109,205,711
|
20,000,000
|
|
7/20/2026
|
158,848,186
|
108,925,219
|
20,000,000
|
|
8/20/2026
|
158,422,850
|
108,643,793
|
20,000,000
|
|
9/20/2026
|
157,996,095
|
108,361,428
|
20,000,000
|
|
10/20/2026
|
-
|
108,078,122
|
20,000,000
|
|
11/20/2026
|
-
|
107,793,872
|
20,000,000
|
|
12/20/2026
|
-
|
107,508,674
|
20,000,000
|
|
1/20/2027
|
-
|
107,222,526
|
20,000,000
|
|
2/20/2027
|
-
|
106,935,424
|
20,000,000
|
|
3/20/2027
|
-
|
106,647,364
|
20,000,000
|
|
4/20/2027
|
-
|
-
|
-
|
III-G-2
Date |
Scheduled Class A-1
Principal Balance ($)
|
Scheduled Class A-2
Principal Balance ($)
|
Scheduled Class B
Principal Balance ($)
|
|
5/20/2027
|
-
|
-
|
-
|
|
6/20/2027
|
-
|
-
|
-
|
|
7/20/2027
|
-
|
-
|
-
|
|
8/20/2027
|
-
|
-
|
-
|
|
9/20/2027
|
-
|
-
|
-
|
|
10/20/2027
|
-
|
-
|
-
|
III-G-3
SCHEDULE III-H
SERIES 2018-1 CLASS A-1 (AAA) NOTES
AMORTIZATION SCHEDULE
Payment Date
|
Scheduled Class A-1 (AAA)
Principal Balance ($)
|
Series Closing Date
|
150,000,000.00
|
11/20/2018
|
149,741,733.00
|
12/20/2018
|
149,483,466.00
|
1/20/2019
|
149,225,198.00
|
2/20/2019
|
148,966,931.00
|
3/20/2019
|
148,708,664.00
|
4/20/2019
|
148,450,397.00
|
5/20/2019
|
148,192,130.00
|
6/20/2019
|
147,933,862.00
|
7/20/2019
|
147,675,595.00
|
8/20/2019
|
147,417,328.00
|
9/20/2019
|
147,159,061.00
|
10/20/2019
|
146,900,794.00
|
11/20/2019
|
146,642,526.00
|
12/20/2019
|
146,384,259.00
|
1/20/2020
|
146,125,992.00
|
2/20/2020
|
145,867,725.00
|
3/20/2020
|
145,609,458.00
|
4/20/2020
|
145,351,190.00
|
5/20/2020
|
145,092,923.00
|
6/20/2020
|
144,834,656.00
|
7/20/2020
|
144,576,389.00
|
8/20/2020
|
144,318,122.00
|
9/20/2020
|
144,059,854.00
|
10/20/2020
|
143,801,587.00
|
11/20/2020
|
143,676,587.00
|
12/20/2020
|
143,551,587.00
|
1/20/2021
|
143,426,587.00
|
2/20/2021
|
143,301,587.00
|
3/20/2021
|
143,176,587.00
|
4/20/2021
|
143,051,587.00
|
5/20/2021
|
142,926,587.00
|
6/20/2021
|
142,801,587.00
|
7/20/2021
|
142,676,587.00
|
8/20/2021
|
142,551,587.00
|
9/20/2021
|
142,426,587.00
|
10/20/2021
|
142,301,587.00
|
III-H-1
Payment Date |
Scheduled Class A-1 (AAA)
Principal Balance ($)
|
11/20/2021
|
142,176,587.00
|
12/20/2021
|
142,051,587.00
|
1/20/2022
|
141,926,587.00
|
2/20/2022
|
141,801,587.00
|
3/20/2022
|
141,676,587.00
|
4/20/2022
|
141,551,587.00
|
5/20/2022
|
141,426,587.00
|
6/20/2022
|
141,301,587.00
|
7/20/2022
|
141,176,587.00
|
8/20/2022
|
141,051,587.00
|
9/20/2022
|
140,926,587.00
|
10/20/2022
|
140,801,587.00
|
11/20/2022
|
140,676,587.00
|
12/20/2022
|
140,551,587.00
|
1/20/2023
|
140,426,587.00
|
2/20/2023
|
140,301,587.00
|
3/20/2023
|
140,176,587.00
|
4/20/2023
|
140,051,587.00
|
5/20/2023
|
139,926,587.00
|
6/20/2023
|
139,801,587.00
|
7/20/2023
|
139,676,587.00
|
8/20/2023
|
139,551,587.00
|
9/20/2023
|
139,426,587.00
|
10/20/2023
|
139,301,587.00
|
11/20/2023
|
139,176,587.00
|
12/20/2023
|
139,051,587.00
|
1/20/2024
|
138,926,587.00
|
2/20/2024
|
138,801,587.00
|
3/20/2024
|
138,676,587.00
|
4/20/2024
|
138,551,587.00
|
5/20/2024
|
138,426,587.00
|
6/20/2024
|
138,301,587.00
|
7/20/2024
|
138,176,587.00
|
8/20/2024
|
138,051,587.00
|
9/20/2024
|
137,926,587.00
|
10/20/2024
|
-
|
11/20/2024
|
-
|
12/20/2024
|
-
|
1/20/2025
|
-
|
2/20/2025
|
-
|
3/20/2025
|
-
|
4/20/2025
|
-
|
5/20/2025
|
-
|
III-H-2
Payment Date |
Scheduled Class A-1 (AAA)
Principal Balance ($)
|
6/20/2025
|
-
|
7/20/2025
|
-
|
8/20/2025
|
-
|
9/20/2025
|
-
|
10/20/2025
|
-
|
11/20/2025
|
-
|
12/20/2025
|
-
|
1/20/2026
|
-
|
2/20/2026
|
-
|
3/20/2026
|
-
|
4/20/2026
|
-
|
5/20/2026
|
-
|
6/20/2026
|
-
|
7/20/2026
|
-
|
8/20/2026
|
-
|
9/20/2026
|
-
|
10/20/2026
|
-
|
11/20/2026
|
-
|
12/20/2026
|
-
|
1/20/2027
|
-
|
2/20/2027
|
-
|
3/20/2027
|
-
|
4/20/2027
|
-
|
5/20/2027
|
-
|
6/20/2027
|
-
|
7/20/2027
|
-
|
8/20/2027
|
-
|
9/20/2027
|
-
|
10/20/2027
|
-
|
III-H-3
SCHEDULE III-I
SERIES 2018-1 CLASS A-2 (AAA) NOTES
AMORTIZATION SCHEDULE
Payment Date
|
Scheduled Class A-2 (AAA)
Principal Balance ($)
|
Series Closing Date
|
228,000,000.00
|
11/20/2018
|
227,607,434.00
|
12/20/2018
|
227,214,868.00
|
1/20/2019
|
226,822,302.00
|
2/20/2019
|
226,429,735.00
|
3/20/2019
|
226,037,169.00
|
4/20/2019
|
225,644,603.00
|
5/20/2019
|
225,252,037.00
|
6/20/2019
|
224,859,471.00
|
7/20/2019
|
224,466,905.00
|
8/20/2019
|
224,074,339.00
|
9/20/2019
|
223,681,772.00
|
10/20/2019
|
223,289,206.00
|
11/20/2019
|
222,896,640.00
|
12/20/2019
|
222,504,074.00
|
1/20/2020
|
222,111,508.00
|
2/20/2020
|
221,718,942.00
|
3/20/2020
|
221,326,376.00
|
4/20/2020
|
220,933,810.00
|
5/20/2020
|
220,541,243.00
|
6/20/2020
|
220,148,677.00
|
7/20/2020
|
219,756,111.00
|
8/20/2020
|
219,363,545.00
|
9/20/2020
|
218,970,979.00
|
10/20/2020
|
218,578,413.00
|
11/20/2020
|
218,388,413.00
|
12/20/2020
|
218,198,413.00
|
1/20/2021
|
218,008,413.00
|
2/20/2021
|
217,818,413.00
|
3/20/2021
|
217,628,413.00
|
4/20/2021
|
217,438,413.00
|
5/20/2021
|
217,248,413.00
|
6/20/2021
|
217,058,413.00
|
7/20/2021
|
216,868,413.00
|
8/20/2021
|
216,678,413.00
|
9/20/2021
|
216,488,413.00
|
10/20/2021
|
216,298,413.00
|
III-I-1
Payment Date |
Scheduled Class A-2 (AAA)
Principal Balance ($)
|
11/20/2021
|
216,108,413.00
|
12/20/2021
|
215,918,413.00
|
1/20/2022
|
215,728,413.00
|
2/20/2022
|
215,538,413.00
|
3/20/2022
|
215,348,413.00
|
4/20/2022
|
215,158,413.00
|
5/20/2022
|
214,968,413.00
|
6/20/2022
|
214,778,413.00
|
7/20/2022
|
214,588,413.00
|
8/20/2022
|
214,398,413.00
|
9/20/2022
|
214,208,413.00
|
10/20/2022
|
214,018,413.00
|
11/20/2022
|
213,828,413.00
|
12/20/2022
|
213,638,413.00
|
1/20/2023
|
213,448,413.00
|
2/20/2023
|
213,258,413.00
|
3/20/2023
|
213,068,413.00
|
4/20/2023
|
212,878,413.00
|
5/20/2023
|
212,688,413.00
|
6/20/2023
|
212,498,413.00
|
7/20/2023
|
212,308,413.00
|
8/20/2023
|
212,118,413.00
|
9/20/2023
|
211,928,413.00
|
10/20/2023
|
211,738,413.00
|
11/20/2023
|
211,548,413.00
|
12/20/2023
|
211,358,413.00
|
1/20/2024
|
211,168,413.00
|
2/20/2024
|
210,978,413.00
|
3/20/2024
|
210,788,413.00
|
4/20/2024
|
210,598,413.00
|
5/20/2024
|
210,408,413.00
|
6/20/2024
|
210,218,413.00
|
7/20/2024
|
210,028,413.00
|
8/20/2024
|
209,838,413.00
|
9/20/2024
|
209,648,413.00
|
10/20/2024
|
209,458,413.00
|
11/20/2024
|
209,268,413.00
|
12/20/2024
|
209,078,413.00
|
1/20/2025
|
208,888,413.00
|
2/20/2025
|
208,698,413.00
|
3/20/2025
|
208,508,413.00
|
4/20/2025
|
208,318,413.00
|
5/20/2025
|
208,128,413.00
|
III-I-2
Payment Date |
Scheduled Class A-2 (AAA)
Principal Balance ($)
|
6/20/2025
|
207,938,413.00
|
7/20/2025
|
207,748,413.00
|
8/20/2025
|
207,558,413.00
|
9/20/2025
|
207,368,413.00
|
10/20/2025
|
207,178,413.00
|
11/20/2025
|
206,988,413.00
|
12/20/2025
|
206,798,413.00
|
1/20/2026
|
206,608,413.00
|
2/20/2026
|
206,418,413.00
|
3/20/2026
|
206,228,413.00
|
4/20/2026
|
206,038,413.00
|
5/20/2026
|
205,848,413.00
|
6/20/2026
|
205,658,413.00
|
7/20/2026
|
205,468,413.00
|
8/20/2026
|
205,278,413.00
|
9/20/2026
|
205,088,413.00
|
10/20/2026
|
204,898,413.00
|
11/20/2026
|
204,708,413.00
|
12/20/2026
|
204,518,413.00
|
1/20/2027
|
204,328,413.00
|
2/20/2027
|
204,138,413.00
|
3/20/2027
|
203,948,413.00
|
4/20/2027
|
203,758,413.00
|
5/20/2027
|
203,568,413.00
|
6/20/2027
|
203,378,413.00
|
7/20/2027
|
203,188,413.00
|
8/20/2027
|
202,998,413.00
|
9/20/2027
|
202,808,413.00
|
10/20/2027
|
-
|
III-I-3
SCHEDULE III-J
SERIES 2018-1 CLASS A-3 (A+) NOTES
AMORTIZATION SCHEDULE
Payment Date
|
Scheduled Class A-3 (A+)
Principal Balance ($)
|
Series Closing Date
|
50,000,000.00
|
11/20/2018
|
49,979,167.00
|
12/20/2018
|
49,958,333.00
|
1/20/2019
|
49,937,500.00
|
2/20/2019
|
49,916,667.00
|
3/20/2019
|
49,895,833.00
|
4/20/2019
|
49,875,000.00
|
5/20/2019
|
49,854,167.00
|
6/20/2019
|
49,833,333.00
|
7/20/2019
|
49,812,500.00
|
8/20/2019
|
49,791,667.00
|
9/20/2019
|
49,770,833.00
|
10/20/2019
|
49,750,000.00
|
11/20/2019
|
49,729,167.00
|
12/20/2019
|
49,708,333.00
|
1/20/2020
|
49,687,500.00
|
2/20/2020
|
49,666,667.00
|
3/20/2020
|
49,645,833.00
|
4/20/2020
|
49,625,000.00
|
5/20/2020
|
49,604,167.00
|
6/20/2020
|
49,583,333.00
|
7/20/2020
|
49,562,500.00
|
8/20/2020
|
49,541,667.00
|
9/20/2020
|
49,520,833.00
|
10/20/2020
|
49,500,000.00
|
11/20/2020
|
49,458,333.00
|
12/20/2020
|
49,416,667.00
|
1/20/2021
|
49,375,000.00
|
2/20/2021
|
49,333,333.00
|
3/20/2021
|
49,291,667.00
|
4/20/2021
|
49,250,000.00
|
5/20/2021
|
49,208,333.00
|
6/20/2021
|
49,166,667.00
|
7/20/2021
|
49,125,000.00
|
8/20/2021
|
49,083,333.00
|
9/20/2021
|
49,041,667.00
|
10/20/2021
|
49,000,000.00
|
11/20/2021
|
48,958,333.00
|
12/20/2021
|
48,916,667.00
|
1/20/2022
|
48,875,000.00
|
III-J-1
Payment Date |
Scheduled Class A-3 (A+)
Principal Balance ($)
|
2/20/2022
|
48,833,333.00
|
3/20/2022
|
48,791,667.00
|
4/20/2022
|
48,750,000.00
|
5/20/2022
|
48,708,333.00
|
6/20/2022
|
48,666,667.00
|
7/20/2022
|
48,625,000.00
|
8/20/2022
|
48,583,333.00
|
9/20/2022
|
48,541,667.00
|
10/20/2022
|
48,500,000.00
|
11/20/2022
|
48,458,333.00
|
12/20/2022
|
48,416,667.00
|
1/20/2023
|
48,375,000.00
|
2/20/2023
|
48,333,333.00
|
3/20/2023
|
48,291,667.00
|
4/20/2023
|
48,250,000.00
|
5/20/2023
|
48,208,333.00
|
6/20/2023
|
48,166,667.00
|
7/20/2023
|
48,125,000.00
|
8/20/2023
|
48,083,333.00
|
9/20/2023
|
48,041,667.00
|
10/20/2023
|
48,000,000.00
|
11/20/2023
|
47,958,333.00
|
12/20/2023
|
47,916,667.00
|
1/20/2024
|
47,875,000.00
|
2/20/2024
|
47,833,333.00
|
3/20/2024
|
47,791,667.00
|
4/20/2024
|
47,750,000.00
|
5/20/2024
|
47,708,333.00
|
6/20/2024
|
47,666,667.00
|
7/20/2024
|
47,625,000.00
|
8/20/2024
|
47,583,333.00
|
9/20/2024
|
47,541,667.00
|
10/20/2024
|
-
|
11/20/2024
|
-
|
12/20/2024
|
-
|
1/20/2025
|
-
|
2/20/2025
|
-
|
3/20/2025
|
-
|
4/20/2025
|
-
|
5/20/2025
|
-
|
6/20/2025
|
-
|
7/20/2025
|
-
|
8/20/2025
|
-
|
9/20/2025
|
-
|
10/20/2025
|
-
|
11/20/2025
|
-
|
III-J-2
Payment Date |
Scheduled Class A-3 (A+)
Principal Balance ($)
|
12/20/2025
|
-
|
1/20/2026
|
-
|
2/20/2026
|
-
|
3/20/2026
|
-
|
4/20/2026
|
-
|
5/20/2026
|
-
|
6/20/2026
|
-
|
7/20/2026
|
-
|
8/20/2026
|
-
|
9/20/2026
|
-
|
10/20/2026
|
-
|
11/20/2026
|
-
|
12/20/2026
|
-
|
1/20/2027
|
-
|
2/20/2027
|
-
|
3/20/2027
|
-
|
4/20/2027
|
-
|
5/20/2027
|
-
|
6/20/2027
|
-
|
7/20/2027
|
-
|
8/20/2027
|
-
|
9/20/2027
|
-
|
10/20/2027
|
-
|
III-J-3
SCHEDULE III-K
SERIES 2018-1 CLASS A-4 (A+) NOTES
AMORTIZATION SCHEDULE
Payment Date
|
Scheduled Class A-4 (A+)
Principal Balance ($)
|
Series Closing Date
|
164,000,000.00
|
11/20/2018
|
163,931,667.00
|
12/20/2018
|
163,863,333.00
|
1/20/2019
|
163,795,000.00
|
2/20/2019
|
163,726,667.00
|
3/20/2019
|
163,658,333.00
|
4/20/2019
|
163,590,000.00
|
5/20/2019
|
163,521,667.00
|
6/20/2019
|
163,453,333.00
|
7/20/2019
|
163,385,000.00
|
8/20/2019
|
163,316,667.00
|
9/20/2019
|
163,248,333.00
|
10/20/2019
|
163,180,000.00
|
11/20/2019
|
163,111,667.00
|
12/20/2019
|
163,043,333.00
|
1/20/2020
|
162,975,000.00
|
2/20/2020
|
162,906,667.00
|
3/20/2020
|
162,838,333.00
|
4/20/2020
|
162,770,000.00
|
5/20/2020
|
162,701,667.00
|
6/20/2020
|
162,633,333.00
|
7/20/2020
|
162,565,000.00
|
8/20/2020
|
162,496,667.00
|
9/20/2020
|
162,428,333.00
|
10/20/2020
|
162,360,000.00
|
11/20/2020
|
162,223,333.00
|
12/20/2020
|
162,086,667.00
|
1/20/2021
|
161,950,000.00
|
2/20/2021
|
161,813,333.00
|
3/20/2021
|
161,676,667.00
|
4/20/2021
|
161,540,000.00
|
5/20/2021
|
161,403,333.00
|
6/20/2021
|
161,266,667.00
|
7/20/2021
|
161,130,000.00
|
8/20/2021
|
160,993,333.00
|
9/20/2021
|
160,856,667.00
|
10/20/2021
|
160,720,000.00
|
11/20/2021
|
160,583,333.00
|
12/20/2021
|
160,446,667.00
|
1/20/2022
|
160,310,000.00
|
III-K-1
Payment Date |
Scheduled Class A-4 (A+)
Principal Balance ($)
|
2/20/2022
|
160,173,333.00
|
3/20/2022
|
160,036,667.00
|
4/20/2022
|
159,900,000.00
|
5/20/2022
|
159,763,333.00
|
6/20/2022
|
159,626,667.00
|
7/20/2022
|
159,490,000.00
|
8/20/2022
|
159,353,333.00
|
9/20/2022
|
159,216,667.00
|
10/20/2022
|
159,080,000.00
|
11/20/2022
|
158,943,333.00
|
12/20/2022
|
158,806,667.00
|
1/20/2023
|
158,670,000.00
|
2/20/2023
|
158,533,333.00
|
3/20/2023
|
158,396,667.00
|
4/20/2023
|
158,260,000.00
|
5/20/2023
|
158,123,333.00
|
6/20/2023
|
157,986,667.00
|
7/20/2023
|
157,850,000.00
|
8/20/2023
|
157,713,333.00
|
9/20/2023
|
157,576,667.00
|
10/20/2023
|
157,440,000.00
|
11/20/2023
|
157,303,333.00
|
12/20/2023
|
157,166,667.00
|
1/20/2024
|
157,030,000.00
|
2/20/2024
|
156,893,333.00
|
3/20/2024
|
156,756,667.00
|
4/20/2024
|
156,620,000.00
|
5/20/2024
|
156,483,333.00
|
6/20/2024
|
156,346,667.00
|
7/20/2024
|
156,210,000.00
|
8/20/2024
|
156,073,333.00
|
9/20/2024
|
155,936,667.00
|
10/20/2024
|
155,800,000.00
|
11/20/2024
|
155,663,333.00
|
12/20/2024
|
155,526,667.00
|
1/20/2025
|
155,390,000.00
|
2/20/2025
|
155,253,333.00
|
3/20/2025
|
155,116,667.00
|
4/20/2025
|
154,980,000.00
|
5/20/2025
|
154,843,333.00
|
6/20/2025
|
154,706,667.00
|
7/20/2025
|
154,570,000.00
|
8/20/2025
|
154,433,333.00
|
9/20/2025
|
154,296,667.00
|
10/20/2025
|
154,160,000.00
|
11/20/2025
|
154,023,333.00
|
III-K-2
Payment Date |
Scheduled Class A-4 (A+)
Principal Balance ($)
|
12/20/2025
|
153,886,667.00
|
1/20/2026
|
153,750,000.00
|
2/20/2026
|
153,613,333.00
|
3/20/2026
|
153,476,667.00
|
4/20/2026
|
153,340,000.00
|
5/20/2026
|
153,203,333.00
|
6/20/2026
|
153,066,667.00
|
7/20/2026
|
152,930,000.00
|
8/20/2026
|
152,793,333.00
|
9/20/2026
|
152,656,667.00
|
10/20/2026
|
152,520,000.00
|
11/20/2026
|
152,383,333.00
|
12/20/2026
|
152,246,667.00
|
1/20/2027
|
152,110,000.00
|
2/20/2027
|
151,973,333.00
|
3/20/2027
|
151,836,667.00
|
4/20/2027
|
151,700,000.00
|
5/20/2027
|
151,563,333.00
|
6/20/2027
|
151,426,667.00
|
7/20/2027
|
151,290,000.00
|
8/20/2027
|
151,153,333.00
|
9/20/2027
|
151,016,667.00
|
10/20/2027
|
-
|
III-K-3
SCHEDULE III-L
SERIES 2018-1 CLASS B NOTES
AMORTIZATION SCHEDULE
Payment Date
|
Scheduled Class B
Principal Balance ($)
|
Series Closing Date
|
34,000,000
|
11/20/2018
|
34,000,000
|
12/20/2018
|
34,000,000
|
1/20/2019
|
34,000,000
|
2/20/2019
|
34,000,000
|
3/20/2019
|
34,000,000
|
4/20/2019
|
34,000,000
|
5/20/2019
|
34,000,000
|
6/20/2019
|
34,000,000
|
7/20/2019
|
34,000,000
|
8/20/2019
|
34,000,000
|
9/20/2019
|
34,000,000
|
10/20/2019
|
34,000,000
|
11/20/2019
|
34,000,000
|
12/20/2019
|
34,000,000
|
1/20/2020
|
34,000,000
|
2/20/2020
|
34,000,000
|
3/20/2020
|
34,000,000
|
4/20/2020
|
34,000,000
|
5/20/2020
|
34,000,000
|
6/20/2020
|
34,000,000
|
7/20/2020
|
34,000,000
|
8/20/2020
|
34,000,000
|
9/20/2020
|
34,000,000
|
10/20/2020
|
34,000,000
|
11/20/2020
|
34,000,000
|
12/20/2020
|
34,000,000
|
1/20/2021
|
34,000,000
|
2/20/2021
|
34,000,000
|
3/20/2021
|
34,000,000
|
4/20/2021
|
34,000,000
|
5/20/2021
|
34,000,000
|
6/20/2021
|
34,000,000
|
7/20/2021
|
34,000,000
|
8/20/2021
|
34,000,000
|
9/20/2021
|
34,000,000
|
10/20/2021
|
34,000,000
|
11/20/2021
|
34,000,000
|
12/20/2021
|
34,000,000
|
1/20/2022
|
34,000,000
|
III-L-1
Payment Date |
Scheduled Class B
Principal Balance ($)
|
2/20/2022
|
34,000,000
|
3/20/2022
|
34,000,000
|
4/20/2022
|
34,000,000
|
5/20/2022
|
34,000,000
|
6/20/2022
|
34,000,000
|
7/20/2022
|
34,000,000
|
8/20/2022
|
34,000,000
|
9/20/2022
|
34,000,000
|
10/20/2022
|
34,000,000
|
11/20/2022
|
34,000,000
|
12/20/2022
|
34,000,000
|
1/20/2023
|
34,000,000
|
2/20/2023
|
34,000,000
|
3/20/2023
|
34,000,000
|
4/20/2023
|
34,000,000
|
5/20/2023
|
34,000,000
|
6/20/2023
|
34,000,000
|
7/20/2023
|
34,000,000
|
8/20/2023
|
34,000,000
|
9/20/2023
|
34,000,000
|
10/20/2023
|
34,000,000
|
11/20/2023
|
34,000,000
|
12/20/2023
|
34,000,000
|
1/20/2024
|
34,000,000
|
2/20/2024
|
34,000,000
|
3/20/2024
|
34,000,000
|
4/20/2024
|
34,000,000
|
5/20/2024
|
34,000,000
|
6/20/2024
|
34,000,000
|
7/20/2024
|
34,000,000
|
8/20/2024
|
34,000,000
|
9/20/2024
|
34,000,000
|
10/20/2024
|
34,000,000
|
11/20/2024
|
34,000,000
|
12/20/2024
|
34,000,000
|
1/20/2025
|
34,000,000
|
2/20/2025
|
34,000,000
|
3/20/2025
|
34,000,000
|
4/20/2025
|
34,000,000
|
5/20/2025
|
34,000,000
|
6/20/2025
|
34,000,000
|
7/20/2025
|
34,000,000
|
8/20/2025
|
34,000,000
|
9/20/2025
|
34,000,000
|
10/20/2025
|
34,000,000
|
11/20/2025
|
34,000,000
|
III-L-2
Payment Date |
Scheduled Class B
Principal Balance ($)
|
12/20/2025
|
34,000,000
|
1/20/2026
|
34,000,000
|
2/20/2026
|
34,000,000
|
3/20/2026
|
34,000,000
|
4/20/2026
|
34,000,000
|
5/20/2026
|
34,000,000
|
6/20/2026
|
34,000,000
|
7/20/2026
|
34,000,000
|
8/20/2026
|
34,000,000
|
9/20/2026
|
34,000,000
|
10/20/2026
|
34,000,000
|
11/20/2026
|
34,000,000
|
12/20/2026
|
34,000,000
|
1/20/2027
|
34,000,000
|
2/20/2027
|
34,000,000
|
3/20/2027
|
34,000,000
|
4/20/2027
|
34,000,000
|
5/20/2027
|
34,000,000
|
6/20/2027
|
34,000,000
|
7/20/2027
|
34,000,000
|
8/20/2027
|
34,000,000
|
9/20/2027
|
34,000,000
|
10/20/2027
|
-
|
III-L-3