SCF RC FUNDING I LLC, as an Issuer, SCF RC FUNDING II LLC, as an Issuer, and CITIBANK, N.A., as Indenture Trustee AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT Dated as of July 11, 2017 to MASTER INDENTURE Dated as of December 7, 2016 NET-LEASE...

Exhibit 4.3

EXECUTION VERSION

SCF RC FUNDING I LLC,

as an Issuer,

SCF RC FUNDING II LLC,

as an Issuer,

and

CITIBANK, N.A.,

as Indenture Trustee

AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT

Dated as of July 11, 2017

to

MASTER INDENTURE

Dated as of December 7, 2016

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

TABLE OF CONTENTS

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

Exhibits
EXHIBIT A		Additional Representations and Warranties
Schedules
SCHEDULE I-A		Properties / Locations
SCHEDULE I-B		Mortgage Loans
SCHEDULE I-C		Representations and Warranties Exception Schedule
SCHEDULE II-A		Amortization Schedule (Series 2016-1 Class A Notes)
SCHEDULE II-B		Amortization Schedule (Series 2016-1 Class B Notes)

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AMENDED AND RESTATED SERIES 2016-1 SUPPLEMENT, dated as of July 11, 2017 (the “Series 2016-1 Supplement”), among SCF RC FUNDING I LLC, SCF RC FUNDING II LLC (each an “Issuer” and together, the “Issuers”) and the Indenture Trustee.

WHEREAS, Pursuant to the original series 2016-1 supplement, dated as of December 7, 2016 (the “Original Series 2016-1 Supplement”), to the original master indenture, dated as of December 7, 2016 (the “Original Master Indenture”), between the Issuers and the Indenture Trustee, the Issuers and the Indenture Trustee created a new Series of Notes (the “Series 2016-1 Notes”), which consisted of the Series 2016-1 Class A Notes (as defined below) and the Series 2016-1 Class B Notes (as defined below), and specified the Principal Terms thereof;

WHEREAS, pursuant to Section 4.07 of the Original Series 2016-1 Supplement and Section 8.02 of the Original Master Indenture, with the consent of the Controlling Party of each Series and ten (10) days’ prior written notice to the Rating Agencies, the parties to the Original Master Indenture, the Notes, the Property Management Agreement, any Mortgage, the Performance Support Agreement or any other Transaction Document, as applicable, may enter into one or more amendments thereto for the purpose of adding any provisions thereto, changing in any manner or eliminating any of the provisions thereof or modifying in any manner the rights of the Noteholders thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received a Tax Opinion to the effect that such amendment will not (x) adversely affect the tax characterization of any Note that was characterized as debt at the time of its issuance, (y) cause any Issuers to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, and (z) cause or constitute an event in which any tax gain or loss would be recognized by any Noteholder or any Issuers for federal income tax purposes;

WHEREAS, the requirements for consent, notice and opinions listed in the preceding paragraph have been complied with and obtained as applicable;

WHEREAS, in connection with the execution of the Amended and Restated Master Indenture, dated as of July 11, 2017 (as amended and restated, the “Master Indenture”), among the Issuers, SCF RC Funding III LLC, as an Issuer, and the Indenture Trustee, amending and restating the terms of the Original Master Indenture, the parties hereto desire to amend and restate certain of the terms of the Original Series 2016-1 Supplement;

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

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Definitions.

Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture or in the Property Management Agreement, as applicable.

“Accrual Period”: With respect to the Series 2016-1 Notes and any Payment Date, the period from and including the 25^th day of the preceding month (or, with respect to the initial Accrual Period, from and including the Series Closing Date) to, but excluding, the 25^th day of the month of payment. For the avoidance of doubt, the Accrual Period will always be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Affiliate Party”: Means (i) SCF Realty Capital, (ii) any of its affiliates or subsidiaries, or (iii) any party controlling or under common control with any entity specified in clauses (i) and (ii).

“Allocated Loan Amount”: As defined in the Property Management Agreement.

“Anticipated Repayment Date”: With respect to the Series 2016-1 Notes, the Payment Date occurring in November 2021.

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

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

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

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

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

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

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

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

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

“Indenture”: The Master Indenture, as supplemented by this Series 2016-1 Supplement and any other Series Supplement, as applicable.

“Indenture Trustee Fee Rate”: With respect to the Series 2016-1 Notes, 0.0085%.

“Initial Purchaser”: Each of Credit Suisse Securities (USA) LLC and Guggenheim Securities, LLC.

“Issuer LLC Agreement”: As the context requires, (i) the second amended and restated limited liability company agreement of SCF RC Funding I LLC, dated as of July 11, 2017 or (ii) the second amended and restated limited liability company agreement of SCF RC Funding II LLC, dated as of July 11, 2017, in each case as may be amended or restated from time to time.

“Issuer Manager”: SCF Realty Capital in its capacity as manager of each Issuer, and its permitted successors and assigns.

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

“Make Whole Date”: The Payment Date occurring in November 2019.

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

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such Determination Date; (iv) with respect to Properties with a FCCR less than 1.25 as of such Determination Date, a percentage equal to 10.0% as of such Determination Date; (v) with respect to Tenant Ground Leases as of such Determination Date, a percentage equal to 3.0% as of such Determination Date; (vi) with respect to Leasehold Properties as of such Determination Date, a percentage equal to 5.0% as of such Determination Date; (vii) with respect to Percentage Rent as a percentage of total rent as of such Determination Date, a percent equal to 5.0% as of such Determination Date; (viii) with respect to Properties with less than twelve (12) months of operating history at such location as of such Determination Date, a percentage equal to 10.0% as of such Determination Date and (ix) (a) with respect to Loans, as of such Determination Date prior to the first Related Series Closing Date occurring after the Series Closing Date, a percentage no greater than 0.0% as of such Determination Date and (b) with respect to Loans, as of such Determination Date on or after the first Related Series Closing Date occurring after the Series Closing Date, a percentage no greater than 20.0% as of such Determination Date.

“Note Rate”: The Note Rate set forth in Section 2.01(a) hereof that corresponds to each Class of Notes, as applicable.

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

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

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

“Qualified Intermediary”: SCF Exchange LLC.

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

“Rated Final Payment Date”: With respect to the Series 2016-1 Notes, the Payment Date occurring in November 2046.

“Rating Agencies”: S&P Global, Inc. and Xxxxx Bond Rating Agency, Inc.

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

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“Related Series Closing Date”: The date of issuance of any Related Series Notes.

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

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

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

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

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

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

“Scheduled Series Principal Balance”: The Scheduled Class A Principal Balance or the Scheduled Class B Principal Balance, as the context requires.

“Series 2016-1 Class A Notes”: Any of the $263,500,000 Net-Lease Mortgage Notes, Series 2016-1, Class A, issued pursuant to this Series 2016-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits X-0, X-0 or A-3 attached to the Indenture.

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

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

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

“Series 2016-1 Class B Notes”: Any of the $17,250,000 Net-Lease Mortgage Notes, Series 2016-1, Class B, issued pursuant to this Series 2016-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibits X-0, X-0 or A-3 attached to the Indenture.

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

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

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

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

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

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

“Series Closing Date”: December 7, 2016.

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

ARTICLE II

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

NOTES

Section 2.01    Designation.

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

Class Designation		Initial Principal Balance		Note Rate		Ratings (S&P/KBRA)
Series 2016-1 Class A Notes		$263,500,000		4.45%		A / A(sf)
Series 2016-1 Class B Notes		$17,250,000		5.43%		BBB / BBB(sf)

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

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

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

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

(d)    On the Series Closing Date, the Series 2016-1 Notes shall be issued in the form of Book-Entry Notes. For the avoidance of doubt, the Series 2016-1 Notes may be transferred in accordance with Article II of the Master Indenture, subject to the additional requirements set forth herein.

(e)    Each statement, notice or other document related to the Series 2016-1 Notes required to be provided to any applicable Rating Agency pursuant to Section 5.14 of the Indenture via email shall be sent to the following addresses: xxxxxxxx_xxxxxxx@xxxxx.xxx and xxxxxxxxxxxxxxx@xxxx.xxx, in each case, with a copy to xxxxxxxxxxxxxxxxxxxx@00x0.xxx.

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.03    Voluntary Prepayment.

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

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

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

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

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

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01    Representations and Warranties.

(a)    Reserved.

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

(i)    it has full corporate power and authority to execute, deliver and perform under this Series 2016-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2016-1 Supplement is in the ordinary course of its business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party or the enforceability of any of the Transaction Documents. The execution, delivery and performance by it of this Series 2016-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2016-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms; and

(ii)    No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance by it of this Series 2016-1 Supplement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.

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

Section 3.03    Reserved.

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ARTICLE IV

MISCELLANEOUS PROVISIONS

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

Section 4.02    Counterparts. This Series 2016-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original regardless of whether delivered in physical or electronic form, but all of which shall constitute one and the same instrument.

Section 4.03    Governing Law. THIS SERIES 2016-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 4.04    Beneficiaries. As supplemented by this Series 2016-1 Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2016-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.

Section 4.05    Non-Petition. Each Series 2016-1 Noteholder shall be deemed to have agreed, by acceptance of its Series 2016-1 Note, not to file or join in filing any petition in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law in respect of any Issuer for a period of two (2) years and thirty-one (31) days following payment in full of all of the Notes (including the Series 2016-1 Notes) issued or co-issued by the Issuers under the Indenture provided, however, that nothing in this Section 4.05 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Issuers pursuant to the Indenture. In the event that any such Series 2016-1 Noteholder or the Indenture Trustee takes action in violation of this Section 4.05, the applicable Issuer, shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Series 2016-1 Noteholder or the Indenture Trustee against such Issuer or the commencement of such action and raising the defense that such Series 2016-1 Noteholder or the Indenture Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 4.05 shall survive the termination of the Indenture, and the resignation or removal of the Indenture Trustee. Nothing contained herein shall preclude participation by any Series 2016-1 Noteholder or the Indenture Trustee in the assertion or defense of its claims in any such proceeding involving any Issuer.

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

11

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

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

Section 4.08    Notice to the Rating Agencies. Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to, in the case of (i) S&P, 00 Xxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Asset-Backed Surveillance Department, facsimile number: (000) 000-0000 (ii) Xxxxx Bond Rating Agency, Inc., 000 Xxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, in each case, with an electronic copy to xxxxxxxxxxxxxxxxxxxx@00x0.xxx; or, (iii) as to such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing, with an electronic copy to xxxxxxxxxxxxxxxxxxxx@00x0.xxx.

ARTICLE V

AFFILIATE PARTIES

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

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

12

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

SCF RC FUNDING I LLC, a Delaware limited 1iability company, as Issuer
By:		SCF Realty Capital LLC, as Manager
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		President
SCF RC FUNDING II LLC, a Delaware limited 1iability company, as Issuer
By:		SCF Realty Capital LLC, as Manager
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		President

[Indenture Supplement - SCF 2016-1]

CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President

[Indenture Supplement - SCF 2016-1]

EXHIBIT A

ADDITIONAL REPRESENTATIONS AND WARRANTIES

NONE.

A-1

SCHEDULE I-A

PROPERTIES / LOCATIONS

Prop ID

4104

4105

4107

4108

4111

4112

4113

4114

4118

4121

6415

6419

6420

6421

6422

6423

6693

6696

6698

6701

6703

6705

6706

6707

6708

6711

6715

6716

6718

6719

6720

6721

6722

6724

6725

6726

10825

16259

4662

4663

I-A-1

Prop ID

4664

4665

4666

4667

4668

4670

4675

4681

4682

4683

4684

4685

4686

4687

4688

4689

4690

4691

4692

4694

4696

4697

4710

4711

4712

4713

4714

4715

4716

4717

4718

4720

4721

4722

4723

4724

4733

4734

4735

4736

4737

4738

4739

4740

I-A-2

Prop ID

4741

4742

4743

4744

4745

4747

4748

4750

4751

4752

4753

4755

4756

4757

4758

4759

4760

4761

4762

4763

4764

4765

4767

4768

4769

4775

4776

4787

4788

4789

4791

4792

4797

4799

3539

3541

3542

3544

3545

3546

3552

3572

3573

3577

I-A-3

Prop ID

3586

3543

3563

3565

3589

7096

7108

4256

4257

4258

4259

4260

4261

4262

4263

4264

4265

4267

4268

4271

113

134

135

252

321

393

397

419

484

533

538

554

575

667

747

844

907

909

1056

1057

1137

1435

1455

1542

I-A-4

Prop ID

1579

1581

1587

1591

1592

2882

3733

3738

3841

3974

4007

4057

4095

4139

4203

4355

4356

4367

4379

4419

4470

4583

4651

4719

4746

4798

5021

5024

5034

5077

5083

5091

5500

5501

5596

6064

6125

6164

6255

6424

6550

6556

6694

6695

I-A-5

Prop ID

7109

55908

56004

56005

56006

56007

56008

56009

56010

56011

56012

56013

56014

56015

56016

56017

56018

56019

56020

56021

56022

56023

56024

56025

56026

56027

56028

56029

1465

4092

4390

4674

6196

56030

56031

56032

56033

56034

56035

56036

I-A-6

SCHEDULE I-B

MORTGAGE LOANS

NONE.

I-B-1

SCHEDULE I-C

REPRESENTATIONS AND WARRANTIES EXCEPTION SCHEDULE

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

Property Number/Location

4092 (Mansfield, OH)

4057 (Westminster, MD)

1465 (Salem, NH)

4095 (Clay, NY)

4139 (Vernon, CT)

4390 (Springfield, MA)

4007 (Battleboro, VT)

.

I-C-1

SCHEDULE II-A

SERIES 2016-1 CLASS A NOTES

AMORTIZATION SCHEDULE

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

II-A-1

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

II-A-2

SCHEDULE II-B

SERIES 2016-1 CLASS B NOTES

AMORTIZATION SCHEDULE

Payment Date		Scheduled Class B Principal Balance ($)
Series Closing Date		17,250,000
12/25/2016		17,250,000
1/25/2017		17,250,000
2/25/2017		17,250,000
3/25/2017		17,250,000
4/25/2017		17,250,000
5/25/2017		17,250,000
6/25/2017		17,250,000
7/25/2017		17,250,000
8/25/2017		17,250,000
9/25/2017		17,250,000
10/25/2017		17,250,000
11/25/2017		17,250,000
12/25/2017		17,250,000
1/25/2018		17,250,000
2/25/2018		17,250,000
3/25/2018		17,250,000
4/25/2018		17,250,000
5/25/2018		17,250,000
6/25/2018		17,250,000
7/25/2018		17,250,000
8/25/2018		17,250,000
9/25/2018		17,250,000
10/25/2018		17,250,000
11/25/2018		17,250,000
12/25/2018		17,250,000
1/25/2019		17,250,000
2/25/2019		17,250,000
3/25/2019		17,250,000
4/25/2019		17,250,000
5/25/2019		17,250,000
6/25/2019		17,250,000
7/25/2019		17,250,000
8/25/2019		17,250,000
9/25/2019		17,250,000
10/25/2019		17,250,000
11/25/2019		17,250,000
12/25/2019		17,250,000
1/25/2020		17,250,000

II-B-1

Payment Date		Scheduled Class B Principal Balance ($)
2/25/2020		17,250,000
3/25/2020		17,250,000
4/25/2020		17,250,000
5/25/2020		17,250,000
6/25/2020		17,250,000
7/25/2020		17,250,000
8/25/2020		17,250,000
9/25/2020		17,250,000
10/25/2020		17,250,000
11/25/2020		17,250,000
12/25/2020		17,250,000
1/25/2021		17,250,000
2/25/2021		17,250,000
3/25/2021		17,250,000
4/25/2021		17,250,000
5/25/2021		17,250,000
6/25/2021		17,250,000
7/25/2021		17,250,000
8/25/2021		17,250,000
9/25/2021		17,250,000
10/25/2021		17,250,000
11/25/2021		-

II-B-2