Common use of Representations and Warranties With Respect To Properties and Leases Clause in Contracts

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date and (b) with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) Qualified Substitute Properties acquired by an Issuer from a third party, as applicable: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction Documents, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and, other than with respect to the Tenant Ground Leases, the improvements thereon, and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid and enforceable first lien on and security interest in the applicable Property, subject only to said permitted encumbrances. (c) With respect to any Property operating in the NAICS industry group Gas/Convenience Stores, the insurance policies with respect to such Property comply with state insurance funds or maintain policies of at least of $1 million. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Policy”), in an amount at least equal to the initial Allocated Loan Amount of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsement. The Title Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Policy is in full force and effect and names the Indenture Trustee as the mortgagee of record; such Title Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all premiums for the Title Policy have been paid and no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such Property, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title Policy. All roads necessary for the current utilization of each Property have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any mechanics’ and materialmen’s liens or similar liens that would materially and adversely affect the value of such Property. (j) No material improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement. (k) All 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”) as 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 partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Property, and no easements or other encumbrances upon a Property encroach materially upon any of the improvements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Policies. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (o) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related Property by (i) appraisal inspection performed by an independent, third party MAI appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines then in effect; the related Lease File contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (p) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants and all legal requirements, including, without limitation, building and zoning ordinances and codes and subdivision laws, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the applicable Series Supplement) and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (s) No fraudulent acts were committed by such Issuer during the origination process with respect to each related Lease; and, there has not been committed by such Issuer or any other person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (t) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (u) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (v) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is required until the separate tax lots are created. (w) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (z) Except as set forth on reports delivered to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not materially and adversely affect the use or value of such Prope

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date, Transfer Date, Post-Closing Acquisition Date and (b) or Master Lease Addition Date, as applicable, with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) as Qualified Substitute Properties, Qualified Substitute Hybrid Leases, Post-Closing Properties acquired by an Issuer from a third party, as applicableor Additional Master Lease Properties: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction DocumentsDocuments to which it is a party, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property and good title to the balance of such Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; same and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and, and the Improvements thereon (other than the Improvements with respect to the Tenant Ground Leases, the improvements thereon, a Hybrid Lease) and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid valid, enforceable and enforceable continuing first lien on and security interest in the applicable Property, subject only to said permitted encumbrancesPermitted Encumbrances. (c) With respect The Permitted Encumbrances do not materially and adversely affect (i) the ability of such Issuer to any Property operating pay in full the NAICS industry group Gas/Convenience Stores, principal and interest on the insurance policies with respect to Notes in a timely manner or (ii) the use of the related Properties for the use currently being made thereof or the operation of such Property comply with state insurance funds or maintain policies of at least of $1 millionProperties as currently being operated. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Insurance Policy”), in an amount at least equal to the initial Allocated Loan Amount Appraised Value of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsementof acquisition thereof. The Title Insurance Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Insurance Policy is in full force and effect and names the Indenture Trustee Collateral Agent as the mortgagee of record; such Title Insurance Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all All premiums for the Title Insurance Policy have been paid and no material claims have been made thereunderhereunder. The Title Insurance Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property such Properties as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such PropertyProperties, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title PolicyInsurance Policies. All roads necessary for the current utilization of each Property such Properties have been completed and dedicated to public use and accepted by all governmental authorities Governmental Authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Insurance Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements Improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements Improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes Taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this the representation and warranty, taxes Taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any recorded mechanics’ and recorded materialmen’s liens or similar liens that in the nature thereof which would materially and adversely affect the value of such Property. (j) No material improvements Improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement.; (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”) as 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. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material improvements Improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements Improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Propertyproperty, and no easements or other encumbrances upon a Property encroach materially upon any of the improvementsImprovements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Insurance Policies. Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the Improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (om) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related such Property by (i) appraisal inspection performed by an independent, third party MAI Member of the Appraisal Institute appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines STORE Capital’s underwriting guidelines then in effect; the related Lease File or Loan File, as applicable, contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (pn) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants Recorded Covenants and all legal requirementsLegal Requirements, including, without limitation, building and zoning ordinances and codes and subdivision lawscodes, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (so) No fraudulent acts were committed by STORE Capital or such Issuer during the origination process with respect to each related such Lease; and, there has not been committed by such Issuer or any other person Person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (tp) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture (including such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (uq) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture hereto that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (vr) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is will be required until the separate tax lots are created. (ws) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (zt) Except as set forth on reports delivered a schedule to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: applicable Series Supplement, each Property (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not free of any damage that would materially and adversely affect the use or value of such PropeProperty and (2) in good repair and condition so as not to materially and adversely affect the use or value of such Property; and all improvements contained on such Property are in good working order so as not to materially and adversely affect the use or value of such Property. (u) Except as set forth on a schedule to the applicable Series Supplement, in connection with each Property with respect to which a Lease Guarantor has executed a Lease Guaranty with respect to all payments due under the related Lease: (i) such Lease Guaranty is in full force and effect and, to such Issuer’s knowledge, there are no defaults by the related Lease Guarantors thereunder; (ii) such Lease Guaranty, on its face, (1) contains no conditions to such payment, other than a notice and right to cure; (2) provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease; and (3) does not provide that the rejection of the Lease in a bankruptcy or insolvency of the Tenant shall affect the related Lease Guarantor’s obligations under such Lease Guaranty; and (iii) such Lease Guaranty is binding on the successors and assigns of the related Lease Guarantor and inures to the benefit of the lessor’s successors and assigns; such Lease Guaranty cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved or a predetermined period of time has elapsed. (v) Except as set forth on a schedule to the applicable Series Supplement: (i) 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; (ii) 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, a

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date, Transfer Date, Post-Closing Acquisition Date and (b) or Master Lease Addition Date, as applicable, with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) as Qualified Substitute Properties, Qualified Substitute Hybrid Leases, Post-Closing Properties acquired by an Issuer from a third party, as applicableor Additional Master Lease Properties: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction DocumentsDocuments to which it is a party, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property and good title to the balance of such Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; same and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and, and the Improvements thereon (other than the Improvements with respect to the Tenant Ground Leases, the improvements thereon, a Hybrid Lease) and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid valid, enforceable and enforceable continuing first lien on and security interest in the applicable Property, subject only to said permitted encumbrancesPermitted Encumbrances. (c) With respect The Permitted Encumbrances do not materially and adversely affect (i) the ability of such Issuer to any Property operating pay in full the NAICS industry group Gas/Convenience Stores, principal and interest on the insurance policies with respect to Notes in a timely manner or (ii) the use of the related Properties for the use currently being made thereof or the operation of such Property comply with state insurance funds or maintain policies of at least of $1 millionProperties as currently being operated. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Insurance Policy”), in an amount at least equal to the initial Allocated Loan Amount Appraised Value of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsementof acquisition thereof. The Title Insurance Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Insurance Policy is in full force and effect and names the Indenture Trustee Collateral Agent as the mortgagee of record; such Title Insurance Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all All premiums for the Title Insurance Policy have been paid and no material claims have been made thereunderhereunder. The Title Insurance Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property such Properties as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such PropertyProperties, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title PolicyInsurance Policies. All roads necessary for the current utilization of each Property such Properties have been completed and dedicated to public use and accepted by all governmental authorities Governmental Authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Insurance Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements Improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements Improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes Taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this the representation and warranty, taxes Taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any recorded mechanics’ and recorded materialmen’s liens or similar liens that in the nature thereof which would materially and adversely affect the value of such Property. (j) No material improvements Improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement.; (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”) as 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. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material improvements Improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements Improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Propertyproperty, and no easements or other encumbrances upon a Property encroach materially upon any of the improvementsImprovements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Insurance Policies. Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the Improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (om) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related such Property by (i) appraisal inspection performed by an independent, third party MAI Member of the Appraisal Institute appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines STORE Capital’s underwriting guidelines then in effect; the related Lease File or Loan File, as applicable, contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (pn) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants Recorded Covenants and all legal requirementsLegal Requirements, including, without limitation, building and zoning ordinances and codes and subdivision lawscodes, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (so) No fraudulent acts were committed by STORE Capital or such Issuer during the origination process with respect to each related such Lease; and, there has not been committed by such Issuer or any other person Person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (tp) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture (including such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (uq) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture hereto that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (vr) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is will be required until the separate tax lots are created. (ws) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (zt) Except as set forth on reports delivered a schedule to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: applicable Series Supplement, each Property (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not free of any damage that would materially and adversely affect the use or value of such PropeProperty and (2) in good repair and condition so as not to materially and adversely affect the use or value of such Property; and all improvements contained on such Property are in good working order so as not to materially and adversely affect the use or value of such Property. (u) Except as set forth on a schedule to the applicable Series Supplement, in connection with each Property with respect to which a Lease Guarantor has executed a Lease Guaranty with respect to all payments due under the related Lease: (i) such Lease Guaranty is in full force and effect and, to such Issuer’s knowledge, there are no defaults by the related Lease Guarantors thereunder; (ii) such Lease Guaranty, on its face, (1) contains no conditions to such payment, other than a notice and right to cure; (2) provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease; and (3) does not provide that the rejection of the Lease in a bankruptcy or insolvency of the Tenant shall affect the related Lease Guarantor’s obligations under such Lease Guaranty; and (iii) such Lease Guaranty is binding on the successors and assigns of the related Lease Guarantor and inures to the benefit of the lessor’s successors and assigns; such Lease Guaranty cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved or a predetermined period of time has elapsed. (v) Except as set forth on a schedule to the applicable Series Supplement: (i) 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 (other than 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; (ii) 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; (iii) each Tenant has all material licenses, permit

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date, Transfer Date, Post-Closing Acquisition Date and (b) or Master Lease Addition Date, as applicable, with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) as Qualified Substitute Properties, Qualified Substitute Hybrid Leases, Post-Closing Properties acquired by an Issuer from a third party, as applicableor Additional Master Lease Properties: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction DocumentsDocuments to which it is a party, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property and good title to the balance of such Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; same and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and, and the Improvements thereon (other than the Improvements with respect to the Tenant Ground Leases, the improvements thereon, a Hybrid Lease) and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid valid, enforceable and enforceable continuing first lien on and security interest in the applicable Property, subject only to said permitted encumbrancesPermitted Encumbrances. (c) With respect The Permitted Encumbrances do not materially and adversely affect (i) the ability of such Issuer to any Property operating pay in full the NAICS industry group Gas/Convenience Stores, principal and interest on the insurance policies with respect to Notes in a timely manner or (ii) the use of the related Properties for the use currently being made thereof or the operation of such Property comply with state insurance funds or maintain policies of at least of $1 millionProperties as currently being operated. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security covering such Issuer’s interest set forth in the Mortgage“Equipment” (as defined in the Mortgages), if any, the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “such Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Insurance Policy”), in an amount at least equal to the initial Allocated Loan Amount Appraised Value of such Property, issued during the six (6) 6 months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsementof acquisition thereof. The Title Insurance Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Insurance Policy is in full force and effect and names the Indenture Trustee Collateral Agent as the mortgagee of record; such Title Insurance Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all All premiums for the Title Insurance Policy have been paid and no material claims have been made thereunderhereunder. The Title Insurance Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property such Properties as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such PropertyProperties, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title PolicyInsurance Policies. All roads necessary for the current utilization of each Property such Properties have been completed and dedicated to public use and accepted by all governmental authorities Governmental Authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Insurance Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements Improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements Improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes Taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this the representation and warranty, taxes Taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any mechanics’ and materialmen’s liens or similar liens that in the nature thereof which would materially and adversely affect the value of such Property. (j) No material improvements Improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement.; (k) All 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”) as 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. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material improvements Improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements Improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Propertyproperty, and no easements or other encumbrances upon a Property encroach materially upon any of the improvementsImprovements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Insurance Policies. Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the Improvements comply with all material requirements of any applicable zoning and subdivision laws and ordinances. (m) Reserved. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (o) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related such Property by (i) appraisal inspection performed by an independent, third party MAI Member of the Appraisal Institute appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines STORE Capital’s underwriting guidelines then in effect; the related Lease File or Loan File, as applicable, contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In ; in addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, is certified to the Support Provider or the applicable Issuer and their successors and assigns, and the applicable title insurance company, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (po) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants Recorded Covenants and all legal requirementsLegal Requirements, including, without limitation, building and zoning ordinances and codes and subdivision lawscodes, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (sp) No fraudulent acts were committed by STORE Capital or such Issuer during the origination process with respect to each related such Lease; and, there has not been committed by such Issuer or any other person Person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (tq) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture (including such applicable Series Supplement) and the other Transaction Documents to which it is a party or the financial condition of such Issuer or the value of any related Property as security for the Notes. (ur) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture hereto that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (vs) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is required until the separate tax lots are created. (wt) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (xu) The related Such Issuer has obtained and has delivered to the Indenture Trustee Custodian valid certificates of all insurance policies with respect to each Property owned by such Issuer reflecting the insurance coverages, amounts and other requirements set forth in the Indenture (including such applicable Series Supplement) or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no personPerson, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (z) Except as set forth on reports delivered to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not materially and adversely affect the use or value of such Prope

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date and (b) with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) Qualified Substitute Properties acquired by an Issuer from a third party, as applicable: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction Documents, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; and such Issuer possesses an unencumbered fee estate, or ground lease interest, in each Property and, other than with respect to the Tenant Ground Leases, the improvements thereon, and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid and enforceable first lien on and security interest in the applicable Property, subject only to said permitted encumbrances. (c) With respect to any Property operating in the NAICS industry group Gas/Convenience Stores, the insurance policies with respect to such Property comply with state insurance funds or maintain policies of at least of $1 million. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Policy”), in an amount at least equal to the initial Allocated Loan Amount of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsement. The Title Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Policy is in full force and effect and names the Indenture Trustee as the mortgagee of record; such Title Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all premiums for the Title Policy have been paid and no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such Property, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title Policy. All roads necessary for the current utilization of each Property have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements or otherwise affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any mechanics’ and materialmen’s liens or similar liens that would materially and adversely affect the value of such Property. (j) No material improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement. (k) All 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”) as 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 partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all of the material improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Property, and no easements or other encumbrances upon a Property encroach materially upon any of the improvements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Policies. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (o) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related Property by (i) appraisal inspection performed by an independent, third party MAI appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines then in effect; the related Lease File contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (p) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants and all legal requirements, including, without limitation, building and zoning ordinances and codes and subdivision laws, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the applicable Series Supplement) and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (s) No fraudulent acts were committed by such Issuer during the origination process with respect to each related Lease; and, there has not been committed by such Issuer or any other person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (t) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (u) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (v) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is required until the separate tax lots are created. (w) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (z) Except as set forth on reports delivered to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not materially and adversely affect the use or value of such Prope

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B of the applicable Series Supplement, each of the applicable Issuers Issuer shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date and (b) with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Pledged Securities, Properties and Leases indicated in such Series Supplement or otherwise added to the Issuer Collateral Pool by the Issuer or Collateral Pool by such Issuer Property Owner in connection with the issuance of any Series of Notes or (y) Qualified Substitute Properties acquired by an Issuer a Property Owner from a third party, as applicable: (a) There are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related PropertiesParty, an adverse outcome of which would materially adversely affect (i) such IssuerIssuer Party’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction Documents, as applicable, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Property Owner Guaranty and the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable and insurable title to the Pledged Securities, and each Property Owner has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; and such Issuer Property Owner possesses an unencumbered fee estate, or ground lease interest, in each Property and, other than with respect to the Tenant Ground Leases, the improvements thereon, and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid and enforceable first lien on and security interest in the applicable Property, subject only to said permitted Permitted Encumbrances. (c) With respect to the Pledged Securities, such membership interests are “Securities” as defined in Article 8 of the UCC of the applicable jurisdiction as a result of actions by such Issuer Party or otherwise, and all such Pledged Securities are and will continue to be freely transferable and assignable, and none of such Pledged Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions, contractual restriction or Applicable Law that prohibits or adversely affects in any manner material and adverse to the Indenture Trustee the pledge of such Pledged Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the applicable parties of rights and remedies hereunder. (d) Upon the execution by the related Issuers of this Indenture and the execution and proper filing of UCC Financing Statements, the Indenture Trustee will have a valid first lien on the Pledged Securities, subject to no liens, charges or encumbrances. (ce) With respect to any Property operating in the NAICS industry group Gas/Convenience Stores, the insurance policies with respect to such Property comply with state insurance funds or maintain policies of at least of $1 million. (df) Upon the execution by such Issuer the related Property Owner and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the such Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such IssuerProperty Owner’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (eg) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Policy”), in an amount at least equal to the initial Allocated Loan Amount of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsement. The Title Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Policy is in full force and effect and names the Indenture Trustee as the mortgagee of record; such Title Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all premiums for the Title Policy have been paid and no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (fh) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to for the continued use and enjoyment of each Property as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such Property, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title Policy. All roads necessary for the current utilization of each Property have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (gi) Except as disclosed in the Title Policies, to the knowledge of such the Issuer, there are no material pending or proposed special or other assessments for public improvements or otherwise affecting the related Properties, nor, to the knowledge of such the Issuer, are there any contemplated improvements to such Properties that may result in such special or other assessments. (hj) There are no delinquent or unpaid taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (ik) Each related Property as of the date such Property was added to the Collateral Pool is free and clear of any mechanics’ and materialmen’s liens or similar liens which have not been bonded over that would materially and adversely affect the value of such Property. (jl) No material improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer the related Property Owner has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement. (km) All 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”) as 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 the Issuer or the use and operation of any PropertyProperty under the related Lease. 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 the Issuer, is threatened or contemplated, for the total or partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property. (ln) There is no valid asserted dispute, claim, offset, defense or counterclaim to such Issuerthe related Property Owner’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (mo) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, (i) all of the material improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements may encroach upon an adjoining Property, and (ii) no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Property, and (iii) no easements or other encumbrances upon a Property encroach materially upon any of the improvements, so as to adversely affect the value or marketability of any Property, except those which are insured against by the Title Policies. (np) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and No such Issuer Party has received no notice of any material defaults under any franchise or operating agreementsagreements applicable to the Tenants. (oq) In connection with the acquisition of record title to each related Property, such Issuer Party inspected or caused to be inspected the related Property by (i) appraisal inspection performed by an independent, third party MAI appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines then in effect; the related Lease File contains a survey with respect to such Property, which survey survey, together with any affidavit of no change provided by the applicable transferor, was deemed sufficient to delete the standard title survey exception to the related Title Policy (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer Party affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (pr) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer Issuer, the related Property Owners or any affiliate with proceeds of any illegal activity. (qs) To the extent required under applicable law, such Issuer Party was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (rt) Except as set forth on reports reports, Title Policies and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, to the knowledge of each Issuer Party, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants and all legal requirements, including, without limitation, building and zoning ordinances and codes and subdivision laws, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer Party to perform its obligations under the Indenture (including the applicable Series Supplement) and the other Transaction Documents or the financial condition of such Issuer Party or the value of any related Property as security for or the NotesPledged Securities. (su) No fraudulent acts were committed by such Issuer Party during the origination process with respect to each related Lease; and, there has not been committed by such Issuer or Party or, to the knowledge of each Issuer Party, any other person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such IssuerIssuer Party’s obligations under any of the Transaction Documents. (tv) Such Issuer Party is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer Party, the Pledged Securities or any Property, or such IssuerIssuer Party’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer Party is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer Party, the Pledged Securities or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer Party to perform its obligations under the Indenture and the other Transaction Documents or the financial condition of such Issuer Party or the value of any related Property as security for or the NotesPledged Securities. (uw) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such IssuerIssuer Party’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such IssuerIssuer Party. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer Party from that set forth in said financial statements. (vx) Each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is required until the separate tax lots are created. (w) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (y) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (z) Except as set forth on reports delivered to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes: (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material respects so as to not materially and adversely affect the use or value of such PropePro

Representations and Warranties With Respect To Properties and Leases. Except as set forth in Schedule I-B of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of (i) the date specified in the applicable representation or warranty or (ii) if no date is specified, the later of (a) the most recent Series Closing Date and (b) with respect to any Qualified Substitute Property, as of the applicable Transfer Date with respect to (x) the Properties and Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes or (y) Qualified Substitute Properties acquired by an Issuer from a third party, as applicable: (a) There To the knowledge of the related Issuer, there are no pending actions, suits or proceedings, arbitrations or governmental investigations against such Issuer or the related Properties, an adverse outcome of which would materially affect (i) such Issuer’s performance under or ability to pay principal, interest or any other amounts due under the Notes, the Indenture (including any applicable Series Supplement) or the other Transaction Documents, or the use of such Properties for the use currently being made thereof, the operation of such Properties as currently being operated or the value of such Properties or (ii) the collectability or enforceability of the Mortgages with respect to such Properties or the related Leases. (b) Such Issuer has good, marketable (or with respect to the related Properties located in Texas, indefeasible) and insurable title to each Property, and has the full power, authority and right to deed, encumber, mortgage, give, grant, bargain, sell, alienate, setoff, convey, confirm, pledge, assign and hypothecate the same; and such Issuer possesses an unencumbered fee estate, or ground lease interest, estate in each Property and, other than with respect to the Tenant Ground Leases, and the improvements thereon, and it owns each Property free and clear of all liens, encumbrances and charges whatsoever except for Permitted Encumbrances and each Mortgage is a valid and enforceable first lien on and security interest in the applicable Property, subject only to said permitted encumbrances. (c) With respect to any Property operating in the NAICS industry group Gas/Business Sectors Gasoline Station with Convenience StoresStores or other Gasoline Stations, the insurance policies with respect to such Property comply with state insurance funds or maintain policies of at least of $1 million. (d) Upon the execution by such Issuer and the recording of each Mortgage, and upon the execution and proper filing of UCC Financing Statements (if required by a jurisdiction to perfect the security interest set forth in the Mortgage), the Indenture Trustee will have a valid first lien on the related Properties and a valid security interest in such Issuer’s interest in the “Equipment” (as defined in the Mortgages), if any, subject to no liens, charges or encumbrances other than the Permitted Encumbrances. (e) Each Property is covered by an ALTA (or an equivalent form thereof as adopted in the applicable jurisdiction) title insurance policy (a “Title Policy”), in an amount at least equal to the initial Allocated Loan Amount of such Property, issued during the six (6) months after the date such Property was added to the Collateral Pool. Each Property insured for the Allocated Loan Amount includes an aggregation endorsement. The Title Policy insures, as of the date of such policy (or any date-down endorsement to such policy, if applicable), that the related Mortgage is a valid first lien on the fee or leasehold interest in such Property subject only to the Permitted Encumbrances (to the extent stated therein); such Title Policy is in full force and effect and names the Indenture Trustee as the mortgagee of record; such Title Policy is assignable to assignees of the insured in accordance with its terms. As of the Series Closing Date or the related date of substitution or acquisition, as applicable, all premiums for the Title Policy have been paid and no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Property is located. (f) The related Properties have adequate rights of access to public ways and are served by adequate water, sewer, sanitary sewer and storm drain facilities. Except as disclosed in surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, all public utilities necessary to the continued use and enjoyment of each Property as presently used and enjoyed are located in the public right-of-way abutting such Property or an adjacent mortgaged property, and all such utilities are connected so as to serve such Property, directly from such public right-of-way, through such adjacent mortgaged property or through valid easements insured under the Title Policy. All roads necessary for the current utilization of each Property have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the applicable Property or an adjacent mortgaged property. (g) Except as disclosed in the Title Policies, to the knowledge of such Issuer, there are no material pending or proposed special or other assessments for public improvements or otherwise adversely affecting the related Properties, nor, to the knowledge of such Issuer, are there any contemplated improvements to such Properties that may result in such special or other assessments. (h) There are no delinquent or unpaid taxes affecting any Property which are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, taxes shall not be considered delinquent or unpaid until the date on which interest and/or penalties would be payable thereon. (i) Each To the knowledge of the related Issuer, each related Property as of the date such Property was added to the Collateral Pool is free and clear of any mechanics’ and materialmen’s liens or similar liens that would materially and adversely affect the value of such Property. (j) No material improvements on any Property are located in an area designated as Flood Zone A or Flood Zone V by the Federal Emergency Management Agency or otherwise located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, except as may be shown on the surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, for which such applicable Properties such Issuer has caused the Tenant under the related Lease to obtain flood insurance in accordance with the provisions of the Lease and the Property Management Agreement. (k) All To the knowledge of the related Issuer, all 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”) as 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 To the knowledge of the related Issuer, 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 partial condemnation of, or affecting, such Properties, or for the relocation of roadways providing access to any Property. (l) There is no valid dispute, claim, offset, defense or counterclaim to such Issuer’s rights in the Lease. The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Property of the principal benefits of the security intended to be provided thereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (m) Except as illustrated on surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, to the knowledge of the related Issuer, all of the material improvements which were included in determining the Appraised Value of each Property lie wholly within the boundaries and building restriction lines of such Property except to the extent such improvements may encroach upon an adjoining Property, and no improvements on adjoining properties, other than an adjoining Property, encroach materially upon any Property, and no easements or other encumbrances upon a Property encroach materially upon any of the improvements, so as to affect the value or marketability of any Property, except those which are insured against by the Title Policies. (n) Attached to the applicable Series Supplement is a true and correct list of Tenants operating at the related Properties and such Issuer has received no notice of any material defaults under any franchise or operating agreements. (o) In connection with the acquisition of record title to each related Property, such Issuer inspected or caused to be inspected the related Property by (i) appraisal inspection performed by an independent, third party MAI appraiser and (ii) by a property condition engineer or (iii) otherwise as required by the Underwriting Guidelines then in effect; the related Lease File contains a survey with respect to such Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state). In addition, such survey of such Property has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which such Property is situated, with the signature and seal of a licensed engineer or surveyor affixed thereto and does not fail to reflect any material matter known to such Issuer affecting such Property or the title thereto. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such appraisal was obtained. (p) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards. No portion of the related Properties has been purchased or leased by Issuer or any affiliate with proceeds of any illegal activity. (q) To the extent required under applicable law, such Issuer was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease. (r) Except as set forth on reports and surveys delivered to the Indenture Trustee in connection with the issuance of the Notes, to the knowledge of the related Issuer, the related Properties and all improvements thereon are in compliance in all material respects with all recorded covenants and all legal requirements, including, without limitation, building and zoning ordinances and codes and subdivision laws, the failure of which to comply with the same would result in a material adverse effect on either the ability of such Issuer to perform its obligations under the Indenture (including the applicable Series Supplement) and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (s) No fraudulent acts were committed by such Issuer during the origination process with respect to each related Lease; and, there has not been committed by such Issuer or or, to the knowledge of the related Issuer, any other person in occupancy of or involved in the operation or use of the related Properties any act or omission affording the federal government or any state or local government the right of forfeiture as against such Properties or any part thereof or any moneys paid in performance of such Issuer’s obligations under any of the Transaction Documents. (t) Such Issuer is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect such Issuer or any Property, or such Issuer’s business, properties or assets, operations or condition, financial or otherwise. Such Issuer is has not in received notice of any default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which such Issuer or any of the related Properties are bound, which default would materially adversely affect either the ability of such Issuer to perform its obligations under the Indenture and the other Transaction Documents or the financial condition of such Issuer or the value of any related Property as security for the Notes. (u) All financial data that have been delivered to the Indenture Trustee in respect of the related Properties, including, to such Issuer’s knowledge, any such data relating to Tenants under Leases, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of such Properties as of the date of such reports and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein; provided, however, that it is expressly understood by each party to the Indenture that any cost estimates, projections and other predictions contained in such data are not deemed to be representations of such Issuer. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of such Issuer from that set forth in said financial statements. (v) Each To the knowledge of the related Issuer, except as otherwise disclosed, each Property is comprised of one (1) or more parcels, which constitute a separate tax lot or lots, and does not constitute a portion of any other tax lot not a part of such Property or is subject to an endorsement under the related Title Policy insuring the Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case an escrow amount sufficient to pay taxes for the existing tax parcel of which the Property is a part is required until the separate tax lots are created. (w) The operation of any of the terms of the related Lease, or the exercise of any rights thereunder, does not render such Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, counterclaim or defense. (x) The related Issuer has obtained and has delivered to the Indenture Trustee certificates of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in the Indenture or any of the other Transaction Documents. To such Issuer’s knowledge, no material pending claims have been made under any such policy, and no person, including such Issuer, has done, by act or omission, anything which would materially impair the coverage of any such policy. (yx) Each Property is used exclusively for purposes related to each Tenant’s existing business on the date such Property is added to the Collateral Pool and other existing uses permitted under the related leases. (zy) Except as set forth on reports delivered to the Custodian on behalf of the Indenture Trustee in connection with the issuance of the Notes, to the knowledge of each Issuer: (1) each Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is generally in good condition, order and repair in all material respects so as to not materially and adversely affect the use or value of such Propemate