8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2016

Landmark Infrastructure Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-36735	61-1742322
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)

2141 Rosecrans Avenue, Suite 2100

El Segundo, CA 90245

(Address of principal executive office) (Zip Code)

(310) 598-3173

(Registrants’ telephone number, including area code)

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

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

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

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

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

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 16, 2016, certain subsidiaries of Landmark Infrastructure Partners LP (the “Partnership”) entered into an indenture, dated as of June 16, 2016 (the “Base Indenture”), by and among LMRK Issuer Co. LLC (“LMRK Issuer), LD Acquisition Company 8 LLC (“LDAC 8”), LD Acquisition Company 9 LLC (“LDAC 9”) and LD Acquisition Company 10 LLC (“LDAC 10” and, together with LDAC 8 and LDAC 9, the “LMRK Asset Entities” and, together with LMRK Issuer, the “Obligors”) with Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and a related series supplement. The description of the Indenture set forth in Item 2.03 of this Report is incorporated herein by reference.

Management Services Agreement

In connection with the issuance and sale of the Notes, the Obligors entered into a management agreement, dated as of June 16, 2016 (the “Management Agreement”), with Landmark Infrastructure Partners GP LLC, as manager (“LMRK Manager”). LMRK Manager is the general partner of the Partnership. Pursuant to the Management Agreement, LMRK Manager will perform, on behalf of the LMRK Asset Entities, those functions reasonably necessary to maintain, manage and administer the Tenant Site Assets.

Cash Management Agreement

In connection with the issuance and sale of the Notes, the Obligors, Deutsche Bank Trust Company Americas, as Indenture Trustee and as Securities Intermediary, and LMRK Manager entered into a cash management agreement, dated as of June 16, 2016 (the “Cash Management Agreement”). Pursuant to the Cash Management Agreement, the Indenture Trustee will administer the reserve funds in the manner set forth in the Indenture.

The above summary of the Management Agreement and the Cash Management Agreement is qualified in its entirety by reference to the complete terms and provisions of the Management Agreement and the Cash Management Agreement filed herewith as Exhibit 10.1 and 10.3, respectively.

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On June 16, 2016, LMRK Issuer issued $116,600,000 aggregate principal amount of Secured Tenant Site Contract Revenue Notes, Series 2016-1 (the “Notes”), pursuant to the Base Indenture and an indenture supplement thereto, dated as of June 16, 2016 (the “Indenture Supplement” and, the Base Indenture as amended, supplemented or otherwise modified by the Indenture Supplement, the “Indenture”), by and among the Obligors and the Indenture Trustee. Each Obligor is an indirect, wholly owned special purpose subsidiary of the Partnership. The Notes are guaranteed by LMRK Guarantor Co. LLC (the “Guarantor”), an indirect, wholly owned subsidiary of the Partnership and the direct parent of LMRK Issuer. The Guarantor’s only material asset is its equity interest in LMRK Issuer. The Notes are obligations solely of the Obligors and Guarantor and are not guaranteed by the Partnership or any affiliate of the Partnership other than the Guarantor.

The Notes were issued in two separate classes as indicated in the table below. The Class B Notes are subordinated in right of payment to the Class A Notes. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.  Certain terms of the Notes are indicated in the table below.

Class	Initial Principal Balance		Note Rate		Anticipated Repayment Date	Rated Final Payment Date	Ratings (Fitch/KBRA)
Class A	$	91,500,000	3.52	%	June 15, 2021	June 15, 2046	A-sf/A(sf)
Class B	$	25,100,000	7.02	%	June 15, 2021	June 15, 2046	BB-sf/BB(sf)

In connection with the issuance of the Notes, the Guarantor and the Obligors were formed as, or converted into, special purpose entities that are prohibited from owning any assets other than, in the case of the Guarantor, its equity interest in LMRK Issuer, in the case of LMRK Issuer, its equity interest in the LMRK Asset Entities and, in the case of the LMRK Asset Entities, their rights in respect of certain Tenant Sites (the “Tenant Site Assets”) or from incurring any debt other than as contemplated by the Indenture. Under the Indenture, the Obligors will be permitted to issue new and additional notes under certain circumstances, including so long as the debt service coverage ratio of LMRK Issuer is at least 2.0 to 1.0. As of May 1, 2016, the LMRK Asset Entities held 491 Tenant Site Assets in the United States.

The Notes are secured by (1) mortgages and deeds of trust on substantially all of the Tenant Site Assets and their operating cash flows, (2) a security interest in substantially all of the personal property of the Obligors, and (3) the rights of the Obligors under a Management Agreement. LMRK Issuer’s equity interests in each of the LMRK Asset Entities and the Guarantor’s equity interest in the LMRK Issuer has been pledged to secure repayment of the Notes.

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Amounts due under the Notes will be paid solely from the cash flows generated from the operation of the Tenant Site Assets. LMRK Issuer is required to make monthly payments of interest on the Notes, commencing in July 2016. On each payment date, commencing with the payment date occurring in July 2016 and prior to the anticipated repayment date, available funds will be used to repay the Class A Notes in an amount sufficient to pay the Class A Monthly Amortization Amount for the Notes on such payment date.  No other payments of principal will be required to be made prior to the monthly payment date in June 2021, which is the anticipated repayment date for the Notes. However, if the DSCR, or debt service coverage ratio, generally calculated as the ratio of annualized net cash flow (as defined in the Indenture) to the amount of interest, servicing fees and trustee fees that LMRK Issuer will be required to pay over the succeeding twelve Payment Dates, is 1.30 to 1.0 or less for one calendar month (the “Cash Trap DSCR”), then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make certain other payments required under the Indenture, referred to as Excess Cash Flow, will be deposited into a reserve account instead of being released to LMRK Issuer. The funds in the reserve account will not be released to LMRK Issuer unless and until the debt service coverage ratio exceeds the Cash Trap DSCR for two consecutive calendar months. Additionally, an “amortization period” commences if, as of the end of any calendar month, the debt service coverage ratio falls below 1.15 to 1.0 (the “Minimum DSCR”) and will continue to exist until the debt service coverage ratio exceeds the Minimum DSCR for two consecutive calendar months. During an amortization period, excess cash flow is applied to repay the Notes.

The Notes may be prepaid in whole or in part at any time, provided such payment is accompanied by the applicable prepayment consideration. Except in certain limited circumstances described in the Indenture, prepayments (other than scheduled amortization payments) made more than twelve (12) months prior to the anticipated repayment date of the Notes are required to be accompanied by the applicable prepayment consideration.

The Indenture includes covenants customary for notes issued in rated securitizations. Among other things, the Obligors are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. The organizational documents of the Guarantor and the Obligors were amended to contain provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that they maintain independent directors.

Security Agreement

In connection with the issuance and sale of the Notes, the Guarantor entered in a guaranty and security agreement, dated as of June 16, 2016 (the “Security Agreement”).  Pursuant to the Security Agreement, the Guarantor guarantees the repayment of the Notes and other payment obligations of the Obligors in connection with the transaction and pledges the equity interests it holds in LMRK Issuer as security for those payments.

Servicing Agreement

In connection with the issuance and sale of the Notes, Midland Loan Services, a division of PNC Bank, National Association, as servicer (“Servicer”), and the Indenture Trustee entered into a servicing agreement, dated as of June 16, 2016 (the “Servicing Agreement”). Pursuant to the Servicing Agreement, the Servicer will administer and oversee the performance by the Obligors and LMRK Manager of their respective obligations under the Transaction Documents.

The above summary of the Indenture, Indenture Supplement, Security Agreement and Servicing Agreement is qualified in its entirety by reference to the complete terms and provisions of the Indenture, Indenture Supplement, Security Agreement and Servicing Agreement filed herewith as Exhibit 4.1, 4.2, 10.2 and 10.4, respectively.

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number		Description
	4.1	Indenture, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors.
	4.2	Indenture Supplement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors.
	10.1	Management Agreement, dated as of June 16, 2016, by and among Landmark Infrastructure Partners GP LLC, as Manager, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC.
	10.2	Guarantee and Security Agreement, dated as of June 16, 2016, by and between LMRK Guarantor Co. LLC and the Deutsche Bank Trust Company Americas.
	10.3	Cash Management Agreement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee and as Securities Intermediary, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Landmark Infrastructure Partners GP LLC.
	10.4	Servicing Agreement, dated as of June 16, 2016, by and between Midland Loan Services, a division of PNC Bank, National Association, as Servicer, and Deutsche Bank Trust Company Americas.

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SIGNATURES

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

	Landmark Infrastructure Partners LP
	By: Landmark Infrastructure Partners GP LLC, its general partner
Dated: June 22, 2016	By:	/s/ George P. Doyle
		Name:	George P. Doyle
		Title:	Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit
Number		Description
	4.1	Indenture, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors.
	4.2	Indenture Supplement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, collectively as Obligors.
	10.1	Management Agreement, dated as of June 16, 2016, by and among Landmark Infrastructure Partners GP LLC, as Manager, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC.
	10.2	Guarantee and Security Agreement, dated as of June 16, 2016, by and between LMRK Guarantor Co. LLC and the Deutsche Bank Trust Company Americas.
	10.3	Cash Management Agreement, dated as of June 16, 2016, by and among Deutsche Bank Trust Company Americas, as Indenture Trustee and as Securities Intermediary, and LMRK Issuer Co. LLC, LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Landmark Infrastructure Partners GP LLC.
	10.4	Servicing Agreement, dated as of June 16, 2016, by and between Midland Loan Services, a division of PNC Bank, National Association, as Servicer, and Deutsche Bank Trust Company Americas.

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EX-4.1

Exhibit 4.1

Execution Version

INDENTURE

among

LMRK ISSUER CO. LLC,

LD ACQUISITION COMPANY 8 LLC,

LD ACQUISITION COMPANY 9 LLC,

and

LD ACQUISITION COMPANY 10 LLC

as Obligors

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

dated as of June 16, 2016

Secured Tenant Site Contract Revenue Notes

Table of Contents

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Rules of Construction	32
ARTICLE II THE NOTES		33
Section 2.01	The Notes	33
Section 2.02	Registration of Transfer and Exchange of Notes	34
Section 2.03	Book-Entry Notes	39
Section 2.04	Mutilated, Destroyed, Lost or Stolen Notes	40
Section 2.05	Persons Deemed Owners	40
Section 2.06	Certification by Note Owners	41
Section 2.07	Notes Issuable in Series	41
Section 2.08	Principal Amortization	42
Section 2.09	Prepayments	42
Section 2.10	Post-ARD Additional Interest	44
Section 2.11	Defeasance	45
Section 2.12	New Tenant Site Assets; Deferred Additional Tenant Site Assets; Additional Notes	46
ARTICLE III ACCOUNTS		48
Section 3.01	Establishment of Collection Account, Site Acquisition Accounts, Reserve Accounts	48
Section 3.02	Deposits to Collection Account	49
Section 3.03	Withdrawals from Collection Account	49
Section 3.04	Application of Funds in Collection Account	50
Section 3.05	Application of Funds after Event of Default	50
ARTICLE IV RESERVES		50
Section 4.01	Security Interest in Reserves; Other Matters Pertaining to Reserves	50
Section 4.02	Funds Deposited with Indenture Trustee	51
Section 4.03	Impositions and Insurance Reserve	51
Section 4.04	Advance Rents Reserve	51
Section 4.05	Cash Trap Reserve	52
Section 4.06	Yield Maintenance Reserve Accounts	52
ARTICLE V ALLOCATION OF COLLECTIONS; PAYMENTS TO NOTEHOLDERS		53
Section 5.01	Allocations and Payments	53
Section 5.02	Payments of Principal	57
Section 5.03	Payments of Interest	58
Section 5.04	No Gross Up	58

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		Page
ARTICLE VI REPRESENTATIONS AND WARRANTIES		58
Section 6.01	Organization, Powers, Capitalization, Good Standing, Business	58
Section 6.02	Authorization of Borrowing, etc.	58
Section 6.03	[Reserved]	59
Section 6.04	Indebtedness and Contingent Obligations	59
Section 6.05	Title; Mortgages	59
Section 6.06	Tenant Leases; Agreements	60
Section 6.07	Litigation; Adverse Facts	61
Section 6.08	Payment of Taxes	61
Section 6.09	Performance of Agreements	61
Section 6.10	Governmental Regulation	61
Section 6.11	Employee Benefit Plans	61
Section 6.12	Solvency	61
Section 6.13	Use of Proceeds and Margin Security	62
Section 6.14	Insurance	62
Section 6.15	Investments; Ownership of the Obligors	62
Section 6.16	Asset Agreements	62
Section 6.17	Environmental Compliance	63
Section 6.18	Tenant Site Assets	63
Section 6.19	Representations Under Other Transaction Documents	63
ARTICLE VII COVENANTS		63
Section 7.01	Payment of Principal and Interest	63
Section 7.02	Reporting	64
Section 7.03	Existence; Qualification	66
Section 7.04	Payment of Impositions and Claims; Site Owner Impositions	66
Section 7.05	Maintenance of Insurance	68
Section 7.06	Operation and Maintenance of the Tenant Site Assets; Casualty or Condemnation	69
Section 7.07	Inspection; Investigation; Tenant Site Access	70
Section 7.08	Compliance with Laws and Obligations	70
Section 7.09	Further Assurances	70
Section 7.10	Performance of Agreements; Termination of Tenant Site Assets	71
Section 7.11	Advance Rents; New Tenant Leases	71
Section 7.12	Management Agreement	71
Section 7.13	Maintenance of Office or Agency by Issuer	72
Section 7.14	Deposits; Application of Deposits	73
Section 7.15	Estoppel Certificates	73
Section 7.16	Indebtedness	73
Section 7.17	No Liens	74
Section 7.18	Contingent Obligations	74
Section 7.19	Restriction on Fundamental Changes	74
Section 7.20	Bankruptcy, Receivers, Similar Matters	74
Section 7.21	ERISA	75
Section 7.22	Money for Payments to be Held in Trust	75
Section 7.23	Asset Agreements	76

ii

		Page
Section 7.24	Rule 144A Information	78
Section 7.25	Notice of Events of Default	78
Section 7.26	[Reserved]	78
Section 7.27	Continuation of Ratings	78
Section 7.28	The Indenture Trustee and Servicer’s Expenses	79
Section 7.29	Disposition of Tenant Site Assets; Reinvestment of Disposition Proceeds	79
Section 7.30	Tenant Site Asset Substitution	80
Section 7.31	Conversions of Tenant Site Assets	81
Section 7.32	Environmental Remediation	81
Section 7.33	Limitation on Certain Issuances and Transfers	82
Section 7.34	Tax Status	82
ARTICLE VIII SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS, WARRANTIES AND COVENANTS		82
Section 8.01	Applicable to the Issuer and the Asset Entities	82
Section 8.02	Applicable to the Issuer and the Guarantor	85
ARTICLE IX SATISFACTION AND DISCHARGE		86
Section 9.01	Satisfaction and Discharge of Indenture	86
Section 9.02	Application of Trust Money	87
Section 9.03	Repayment of Monies Held by Paying Agent	87
ARTICLE X EVENTS OF DEFAULT; REMEDIES		87
Section 10.01	Events of Default	87
Section 10.02	Acceleration and Remedies	90
Section 10.03	Performance by the Indenture Trustee	92
Section 10.04	Evidence of Compliance	92
Section 10.05	Controlling Class Representative	93
Section 10.06	Certain Rights and Powers of the Controlling Class Representative	94
Section 10.07	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	96
Section 10.08	Remedies	98
Section 10.09	Optional Preservation of the Trust Estate	99
Section 10.10	Limitation of Suits	99
Section 10.11	Unconditional Rights of Noteholders to Receive Principal and Interest	100
Section 10.12	Restoration of Rights and Remedies	100
Section 10.13	Rights and Remedies Cumulative	100
Section 10.14	Delay or Omission Not a Waiver	100
Section 10.15	Waiver of Past Defaults	100
Section 10.16	Undertaking for Costs	101
Section 10.17	Waiver of Stay or Extension Laws	101
Section 10.18	Action on Notes	101
Section 10.19	Waiver	102

iii

		Page
ARTICLE XI THE INDENTURE TRUSTEE		102
Section 11.01	Duties of Indenture Trustee	102
Section 11.02	Certain Matters Affecting the Indenture Trustee	105
Section 11.03	Indenture Trustee’s Disclaimer	107
Section 11.04	Indenture Trustee May Own Notes	107
Section 11.05	Fees and Expenses of Indenture Trustee; Indemnification of the Indenture Trustee	107
Section 11.06	Eligibility Requirements for Indenture Trustee	108
Section 11.07	Resignation and Removal of Indenture Trustee	109
Section 11.08	Successor Indenture Trustee	110
Section 11.09	Merger or Consolidation of Indenture Trustee	110
Section 11.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	110
Section 11.11	Access to Certain Information	112
Section 11.12	Servicer to Act for Indenture Trustee	113
ARTICLE XII NOTEHOLDERS’ LISTS, REPORTS AND MEETINGS		113
Section 12.01	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	113
Section 12.02	Preservation of Information	114
Section 12.03	Fiscal Year	114
Section 12.04	Voting by Noteholders	114
Section 12.05	Communication by Noteholders with other Noteholders	114
ARTICLE XIII INDENTURE SUPPLEMENTS		115
Section 13.01	Indenture Supplements without Consent of Noteholders	115
Section 13.02	Indenture Supplements with Consent of Noteholders	116
Section 13.03	Execution of Indenture Supplements	117
Section 13.04	Effect of Indenture Supplement	118
Section 13.05	Reference in Notes to Indenture Supplements	118
ARTICLE XIV PLEDGE OF OTHER OBLIGOR COLLATERAL		118
Section 14.01	Grant of Security Interest/UCC Collateral	118
ARTICLE XV MISCELLANEOUS		120
Section 15.01	Compliance Certificates and Opinions, etc.	120
Section 15.02	Form of Documents Delivered to Indenture Trustee	121
Section 15.03	Acts of Noteholders	121
Section 15.04	Notices; Copies of Notices and Other Information	122
Section 15.05	Notices to Noteholders; Waiver	123
Section 15.06	Payment and Notice Dates	124
Section 15.07	Effect of Headings and Table of Contents	124
Section 15.08	Successors and Assigns	124
Section 15.09	Severability	124
Section 15.10	Benefits of Indenture	124
Section 15.11	Legal Holiday	125
Section 15.12	Governing Law	125

iv

		Page
Section 15.13	Counterparts	125
Section 15.14	Recording of Indenture	125
Section 15.15	Corporate Obligation	125
Section 15.16	No Petition	126
Section 15.17	Extinguishment of Obligations	126
Section 15.18	Survival of Representations and Warranties	126
Section 15.19	Excluded Tenant Site Assets	126
Section 15.20	Waiver of Immunities	126
Section 15.21	Non-Recourse	127
Section 15.22	Indenture Trustee’s Duties and Obligations Limited	127
Section 15.23	Appointment of Servicer	127
Section 15.24	Agreed Upon Tax Treatment	127
Section 15.25	Tax Forms	127
ARTICLE XVI GUARANTEES		127
Section 16.01	Guarantees	128
Section 16.02	Limitation on Liability	129
Section 16.03	Successors and Assigns	129
Section 16.04	No Waiver	130
Section 16.05	Modification	130
Section 16.06	Release of Asset Entity	130

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EXHIBITS

Exhibit A-1	FORM OF RULE 144A GLOBAL NOTE
Exhibit A-2	FORM OF REGULATION S GLOBAL NOTE
Exhibit A-3	FORM OF DEFINITIVE NOTE
Exhibit B-1	FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF BENEFICIAL INTERESTS IN REGULATION S GLOBAL NOTES
Exhibit B-2	FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO QUALIFIED INSTITUTIONAL BUYERS
Exhibit B-3	FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO ACCREDITED INVESTORS
Exhibit B-4	FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO QUALIFIED INSTITUTIONAL BUYERS
Exhibit B-5	FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO ACCREDITED INVESTORS
Exhibit C	FORM OF RENT ROLL
Exhibit D	FORM OF INFORMATION REQUEST
Exhibit E	FORM OF SERVICER REPORT
Exhibit F	TITLE POLICY ENDORSEMENTS
Exhibit G	MORTGAGED TENANT SITE ASSETS
Exhibit H	FORM OF JOINDER AGREEMENT
Exhibit I	FORM OF INDENTURE TRUSTEE REPORT

vi

Schedule 6.02(c)	Consents
Schedule 6.07	Litigation
Schedule 6.11	Employee Benefit Plans
Schedule 6.14	Insurance

vii

INDENTURE, dated as of June 16, 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company, LD Acquisition Company 9 LLC, a Delaware limited liability company and LD Acquisition Company 10 LLC, a Delaware limited liability company (the “Original Asset Entities” and, together with any entity that becomes an additional asset entity party hereto after the date hereof as an “Additional Asset Entity,” the “Asset Entities” and, together with the Issuer, collectively, the “Obligors”), and Deutsche Bank Trust Company Americas, as indenture trustee and not in its individual capacity (in such capacity, the “Indenture Trustee”).

RECITALS

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of the secured tenant site contract revenue notes as provided herein;

WHEREAS, all covenants and agreements made by the Obligors herein are for the benefit and security of the Indenture Trustee, acting on behalf of the Noteholders;

WHEREAS, the Obligors and the Indenture Trustee are entering into this Indenture, and the Issuer is issuing the Notes issued hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; and

WHEREAS, each Series will be constituted by this Indenture and a Series Supplement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Obligors and the Indenture Trustee agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01          Definitions.  Except as otherwise specified in this Indenture or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture and each Indenture Supplement (including in the recitals hereto).  In the event of a definitional conflict between this Indenture and an Indenture Supplement, the definition contained in the Indenture Supplement shall control.

“30/360 Basis” shall mean the accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Acceptable Manager” shall mean Landmark Infrastructure Partners GP LLC, or, in the event of a termination of the Management Agreement with Landmark Infrastructure Partners GP LLC, the Backup Manager (including a replacement Manager selected by the

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Backup Manager in accordance with Section 2.04 of the Backup Management Agreement (subject to the consent (which consent shall not be unreasonably withheld or delayed) of the Controlling Class Representative, or if there is no Controlling Class Representative, the consent of the holders of a majority of the Voting Rights of the Notes of the Controlling Class) or, if the Backup Manager or its appointed replacement Manager is not acting as the Manager, upon receipt of a Rating Agency Confirmation if applicable, another reputable management company with experience managing assets similar to the Tenant Site Assets and reasonably acceptable to the Servicer, which shall be selected by the Issuer so long as (a) no Event of Default has occurred and is continuing or (b) the Management Agreement has not been terminated for cause as provided therein.  In all other circumstances such selection will be performed by the Servicer.

“Account Collateral” shall mean all of the Obligors’ right, title and interest in and to the Accounts, the Reserves, all monies and amounts which may from time to time be on deposit therein, all monies, checks, notes, instruments, documents, deposits, and credits from time to time in the possession of the Indenture Trustee (or the Servicer on its behalf) representing or evidencing such Accounts and Reserves and all earnings and investments held therein and proceeds thereof.

“Account Control Agreement” shall have the meaning ascribed to it in the Cash Management Agreement.

“Accounts” shall mean, collectively, the Lock Box Account, the Collection Account, the Reserve Accounts, the Liquidated Site Replacement Account, any Site Acquisition Account and any other accounts pledged to the Indenture Trustee pursuant to this Indenture or any other Transaction Document.

“Accredited Investor” shall mean an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.

“Accrued Note Interest” shall mean the interest accrued on each Note during each Interest Accrual Period at the applicable Note Rate on the Note Principal Balance of such Note outstanding immediately prior to the related Payment Date.  Accrued Note Interest for each Note will be calculated on a 30/360 Basis; provided that Accrued Note Interest with respect to the Interest Accrual Period commencing on the Initial Closing Date shall be calculated by multiplying the applicable Note Rate by a fraction, the numerator of which is 29 and the denominator of which is 360; provided, further, that the Accrued Note Interest with respect to any Additional Notes that are Variable Funding Notes shall be deemed to include any commitment fees and administrative expenses payable in respect thereof.

“Act” shall have the meaning ascribed to it in Section 15.03(a).

“Additional Asset Entity” shall mean a limited liability company, partnership or other entity that (a) owns one or more Tenant Site Assets and (b) 100% of the equity interests in which are, directly or indirectly, contributed to or acquired by the Issuer after the Closing Date as provided in, and meeting the requirements of, Section 2.12(a).

“Additional Issuer Expenses” shall mean (a) Other Servicing Fees payable to the Servicer; (b) reimbursements and indemnification payments to the Indenture Trustee and the

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Backup Manager and certain related persons as described under the Transaction Documents; (c) reimbursements and indemnification payments payable to the Servicer and certain persons related to it as described under the Servicing Agreement and other Transaction Documents and (d) any other costs, expenses or liabilities not specifically enumerated in Section 5.01(a) that are required to be borne by the Issuer or paid from amounts in the Collection Account pursuant to the Transaction Documents.  Additional Issuer Expenses shall not include reimbursements in respect of Advances, Operating Expenses, Management Fees or, except as provided in Section 22 of the Management Agreement, other amounts payable to the Manager.

“Additional Notes” shall have the meaning ascribed to it in Section 2.12(c).

“Additional Obligor Tenant Site Asset” shall have the meaning ascribed to it in Section 2.12(a).

“Additional Principal Payment Amount” shall mean, with respect to each Payment Date and when neither an Amortization Period nor a Post-ARD Period is in effect and no Event of Default has occurred and is continuing, the amount (excluding the Class A Monthly Amortization Amount for the Class A Notes of any Series) required to be applied pursuant hereto as a mandatory prepayment of principal of the Notes on such date, including amounts payable in accordance with Sections 2.09(b) and (c), 7.06 and 7.29 or, in the case of any applicable Additional Notes, any scheduled payment of principal or, in the case of any applicable Variable Funding Notes, any optional repayments of principal.

“Additional Tenant Site Asset” shall have the meaning ascribed to it in Section 2.12(a).

“Additional Tenant Site Asset Advance Rents Reserve Deposit” shall have the meaning ascribed to it in Section 4.04.

“Advance Interest” shall have the meaning ascribed to it in the Servicing Agreement.

“Advance Rents Reserve” shall have the meaning ascribed to it in Section 4.04.

“Advance Rents Reserve Account” shall have the meaning ascribed to it in Section 4.04.

“Advance Rents Reserve Deposit” shall have the meaning set forth in the Cash Management Agreement.

“Advances” shall mean Debt Service Advances and Servicing Advances.

“Affected Site” shall have the meaning ascribed to it in Section 7.04(c).

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the

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ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Affirmative Direction” shall mean, with respect to any Series, a written direction of Noteholders of such Series representing more than 25% of the aggregate Outstanding Class Principal Balance of all Classes of Notes of such Series.

“Allocated Note Amount” shall mean (a) for any Tenant Site Asset as of any date of determination, except as otherwise provided in clauses (b) or (c) below the greater of (i) zero and (ii) the product of (A) the aggregate principal balance of the Notes Outstanding on the Initial Closing Date and (B) such Tenant Site Asset’s share of the Annualized Net Cash Flow as of such date, expressed as a percentage of the Annualized Net Cash Flow for all Tenant Site Assets as of such date, (b) for any Tenant Site Asset which is a Replacement Tenant Site Asset pursuant to Section 7.30, the aggregate Allocated Note Amount of all Tenant Site Assets replaced by such Replacement Tenant Site Asset and (c) for any Additional Tenant Site Assets or Additional Obligor Tenant Site Assets acquired or financed during a Site Acquisition Period, the portion of the funds withdrawn from the related Site Acquisition Account that were allocated to such Additional Tenant Site Assets and Additional Obligor Tenant Site Assets in connection with the closing of such acquisition or financing, as the case may be, as determined by the Manager. In connection with the issuance of Additional Notes or in connection with the addition of Additional Tenant Site Assets (other than as provided in clause (c) above), the Allocated Note Amount for each Tenant Site Asset shall be recalculated by the Manager using a similar methodology to that described in the preceding sentence with regard to the analogous value as of the date of such addition or disposition.

“Amended Asset Agreement” shall have the meaning ascribed to it in Section 7.23(a)(iii).

“Amortization Period” shall mean the period that will commence as of the end of any calendar month, if the DSCR as of the last day of such month is less than the Minimum DSCR.  Such Amortization Period will continue to exist until the DSCR has exceeded the Minimum DSCR for two consecutive months.

“Annual Advance Rents Reserve Deposit” shall have the meaning set forth in the Cash Management Agreement.

“Annualized Net Cash Flow” shall mean, for any Tenant Site Asset, the Annualized Revenue for such Tenant Site Asset, less an amount equal to 1.75% of the Annualized Revenue for such Tenant Site Asset.

“Annualized Revenue” shall mean, for any Tenant Site Asset as of any date of determination, (a) the Rent expected to be payable by Tenants with respect to such Tenant Site Asset to an Asset Entity pursuant to a Tenant Lease for the following twelve (12) month period (calculated based on the minimum Rent payable by such Tenants during such twelve (12) month period in which such calculation is made and excluding any Rent payable under Non-Performing Tenant Leases, any Shared Rent and Rent attributable to Deferred Additional Tenant Site Assets and any related Tenant Leases thereof plus (b) an amount equal to the average Contingent Rent

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paid by Tenants during the immediately preceding twelve (12) month period. It is understood and agreed that for the purposes of calculating Annualized Revenue, (x) revenue from Tenant Leases with payments less frequently than monthly will be allocated based on the portion of such revenue allocable to each calendar month and (y) Tenant Site Assets acquired during any calendar month shall be deemed to have been acquired on the first day of such calendar month. Notwithstanding the foregoing, only the disputed portion of the Rent relating to a Non-Performing Tenant Lease under clause (a) of the definition thereof shall be excluded from the determination of Annualized Revenue and all continuing Rent shall be included for such determination.

“Anticipated Repayment Date” with respect to each Series, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Applicable Procedures” shall mean, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream, as the case may be, for such Global Note, in each case to the extent applicable to such transaction and as in effect from time to time.

“Asset Agreement” shall mean, (a) with respect to a Lease Asset, the applicable Lease Asset Agreement, (b) with respect to an Easement Asset, the applicable Easement Agreement, and (c) with respect to a Fee Asset, the deed.

“Asset Agreement Default” shall mean any Lease Asset Default or Easement Asset Default.

“Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Asset Entity Interests” shall have the meaning ascribed to it in Section 8.01(a).

“Assets” shall mean the Tenant Site Assets and related assets of the Asset Entities.

“AT&T Wireless” shall mean, collectively, AT&T Inc. and its consolidated subsidiaries, including any entities that subsequently become part of such group by merger, acquisition or otherwise; and if the wireless telephony business operated in the United States shall be acquired by or otherwise transferred to another entity, such term will instead mean such acquiring entity and its consolidated subsidiaries.

“Authorized Officer” shall mean (i) any director, Member, manager or Executive Officer of the Issuer who is authorized to act for or on behalf of the Issuer in matters relating to the Issuer and (ii) for so long as the Management Agreement is in full force and effect, any officer of the Manager who is authorized to act for the Manager in matters relating to the Issuer and to be acted upon by the Manager pursuant to the Management Agreement, and who is identified on the list of Authorized Officers delivered by the Issuer to the Indenture Trustee and the Servicer on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Funds” shall have the meaning ascribed to it in Section 3.04.

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“Backup Management Agreement” shall mean the Backup Management Agreement dated as of June 16, 2016 between the Issuer, the Manager, the Backup Manager and the Indenture Trustee.

“Backup Manager” shall mean Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Backup Manager under the Backup Management Agreement and its permitted successors and assigns.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Beneficial Owner” shall mean, with respect to any Series, the owner of a beneficial interest in a Global Note of such Series.

“Book-Entry Notes” shall mean any Note registered in the name of the Depositary or its nominee.

“Business Day” shall mean any day other than (a) a Saturday, (b) a Sunday, (c) a legal holiday in the State of New York, (d) a legal holiday in the state where (i) the primary servicing office of the Servicer is located, (ii) the State where the primary managing office of the Manager is located, (iii) the Corporate Trust Office is located or (iv) the primary custodial office of the Indenture Trustee is located or (e) any day on which banking institutions in any of the foregoing states are generally not open for the conduct of regular business.

“CapEx Budget” shall mean the annual budget for the Asset Entities taken as a whole covering the planned Capital Expenditures for the period covered by such budget.  The CapEx Budget shall not include discretionary Capital Expenditures or Tenant Site Asset acquisition expenses made to acquire a Tenant Site Asset or to otherwise enhance the Operating Revenues of a Tenant Site Asset. The CapEx Budget does not include Shared Rent or expenditures attributable to Deferred Additional Tenant Site Assets and any related Tenant Leases thereof.

“Capital Expenditures” shall mean expenditures for Capital Improvements that, in conformity with GAAP, would not be treated as Operating Expenses.

“Capital Improvements” shall mean capital improvements, repairs or alterations, fixtures, equipment or other capital items (whether paid in cash or property or accrued as liabilities) made or installed by the Asset Entities.

“Cash Management Agreement” shall mean the Cash Management Agreement dated as of June 16, 2016 between the Obligors, the Indenture Trustee and the Manager.

“Cash Trap Condition” shall exist as of the end of any calendar month if the DSCR as of the last day of such month is less than or equal to the Cash Trap DSCR, and will continue to exist until the DSCR has exceeded the Cash Trap DSCR for two consecutive months.

“Cash Trap DSCR” shall mean a DSCR of 1.30 to 1.0.

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“Cash Trap Reserve” shall have the meaning ascribed to it in Section 4.05.

“Cash Trap Reserve Account” shall have the meaning ascribed to it in Section 4.05.

“Claims” shall have the meaning ascribed to it in Section 7.04(a).

“Class” shall mean, collectively, all of the Notes bearing the same alphabetical and, if applicable, numerical class designation and having the same payment terms (other than the interest rates, Post-ARD Note Spread, amortization amounts, the Anticipated Repayment Date and the Rated Final Payment Date). The respective Classes of Notes are designated under Series Supplements.

“Class A Monthly Amortization Amount” shall mean, on each Payment Date with respect to any Class A Notes of any Series, the sum of (i) the Class A Targeted Amortization Amount for such Notes, if any, on such Payment Date and (ii) the Unpaid Class A Monthly Amortization Amount for such Notes as of such Payment Date.

“Class A Notes” shall mean all Notes issued under this Indenture and any related Series Supplement that are designated Class A.

“Class A Targeted Amortization Amount” shall mean, on each Payment Date with respect to Class A Notes of any Series, the amount equal to the amounts set forth in the Series Supplement for such Notes for such Payment Date.

“Class B Notes” shall mean all Notes issued under this Indenture and any related Series Supplement that are designated Class B.

“Class Principal Balance” shall mean, as of any date of determination, the aggregate principal balance of all Outstanding Notes of such Class on such date.  The Class Principal Balance of each Class of Notes may be increased by the issuance of Additional Notes of such Class in an additional Series. The Class Principal Balance of each Class of Notes will be reduced by the amount of any principal payments made to the Holders of the Notes of such Class.

“Clearstream” shall mean Clearstream Banking, société anonyme, Luxembourg.

“Clearstream Participants” shall mean the participating organizations of Clearstream.

“Closing Date” with respect to a Series, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Collateral” shall mean any property which is the subject of a Grant in favor of the Indenture Trustee pursuant to any Transaction Document.

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“Collection Account” shall have the meaning ascribed to it in Section 3.01(a).

“Collection Account Bank” shall have the meaning ascribed to it in Section 3.01(a).

“Collection Period” shall mean, with respect to any Payment Date, the calendar month preceding the month in which such Payment Date occurs; provided that the initial Collection Period shall mean the period of time from, and including, the Initial Closing Date to, but excluding, the last day of the calendar month preceding the month in which the first Payment Date occurs.

“Compliance Certificate” shall have the meaning ascribed to it in Section 7.02(a)(vii).

“Condemnation Proceeds” shall mean, collectively, the proceeds of any condemnation or taking pursuant to the exercise of the power of eminent domain or purchase in lieu thereof.

“Contingent Obligation” as applied to any Person, shall mean any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any indebtedness, lease, dividend or other obligation of another if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates; or (d) under any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in currency values.  Contingent Obligations shall include (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making (other than the Notes), discounting with recourse or sale with recourse by such Person of the obligation of another, (ii) the obligation to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement and (iii) any liability of such Person for the obligations of another through any agreement to purchase, repurchase or otherwise acquire such obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed. For the avoidance of doubt, obligations of the Asset Entities to pay Shared Rent are not “Contingent Obligations.”

“Contingent Rent” shall mean, for any Tenant Site Asset as of any date of determination, the Rent paid by Tenants with respect to such Tenant Site Asset to an Asset Entity pursuant to a Tenant Lease in excess of the minimum rent payable by such Tenant under such Tenant Lease.

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“Continuing Notes” shall have the meaning ascribed to it in Section 2.12(c).

“Contractual Obligation” as applied to any Person, shall mean any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject, other than the Transaction Documents.

“Controlling Class” shall mean, as of any date of determination, the Class of Notes with the lowest alphabetical designation having a Class Principal Balance, without regard to allocation to a particular Series, disregarding any Notes held by Affiliates of the Obligors, which is at least 25% of the aggregate Initial Class Principal Balance of such Class (including, with respect to any Additional Notes of such Class, the Initial Principal Balance of such Additional Notes); provided that if no Class of Notes has a Class Principal Balance that satisfies such condition, then the Controlling Class will be the Class of Notes then Outstanding with the highest alphabetical designation.

“Controlling Class Representative” shall have the meaning ascribed in Section 10.05.

“Corporate Trust Office” shall mean the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at: Deutsche Bank National Trust Company, 100 Plaza One, Jersey City, New Jersey 07311, Attention: Global Securities Services (GSS), and the principal corporate trust office of the Indenture Trustee, which office at the date of execution of this Indenture is located at Deutsche Bank  Trust Company Americas, 60 Wall Street, 16th Floor, MS NYC60-1625, New York, NY 10005, Attention: Global Securities Services (GSS); or at such other address the Indenture Trustee may designate from time to time by notice to the Noteholders and the Obligors, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders and the Obligors.  For purposes of all Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed destroyed, lost or stolen, the corporate trust office of the Indenture Trustee shall be as follows: Deutsche Bank Trust Company Americas, c/o DB Services Americas Inc., MS JCK01-0218, 5022 Gate Parkway, Jacksonville, FL 32256, Attention: Transfer Unit, or such other address as the Indenture Trustee may designate from time to time.

“Debt Service Advance” shall have the meaning set forth in the Servicing Agreement.

“Deed of Trusts” or “Deeds of Trust” shall mean collectively (a) the Mortgages, Assignment of Leases and Rents, Security Agreements and Fixture Filing, (b) the Deeds of Trust, Assignments of Leases and Rents, Security Agreements and Fixture Filing and (c) the Deeds to Secure Debt, Assignments of Leases and Rents, Security Agreements and Fixture Filing from the Asset Entities, constituting Liens on their respective Tenant Site Assets as Collateral for the Obligations as the same have been, or may be, assigned, modified, amended or amended and restated from time to time.

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“Default” shall mean any event, occurrence or circumstance that is, or with notice or the lapse of time or both would become, an Event of Default.

“Defeasance Date” shall have the meaning ascribed to it in Section 2.11(a).

“Defeasance Payment Date” shall have the meaning ascribed to it in Section 2.11(a).

“Deferred Additional Tenant Site Asset” shall have the meaning ascribed to it in Section 2.12(b).

“Deferred Post-ARD Additional Interest” shall have the meaning ascribed to it in Section 2.10.

“Definitive Note” shall have the meaning ascribed to it in Section 2.01(a).

“Depositary” and “DTC” shall mean The Depository Trust Company, or any successor Depositary hereafter named as contemplated by Section 2.03(c).

“DSCR” shall mean, as of any date of determination, the ratio of the Annualized Net Cash Flow for all Tenant Site Assets as of such date of determination to the amount of interest (and, with respect to any Variable Funding Notes, any commitment fees and administrative expenses in respect thereof) that the Issuer will be required to pay over the succeeding twelve (12) months on the principal balance of the Notes Outstanding on the Payment Date following such date of determination (or on such Payment Date if such date is the date of determination and assuming that payments of Class A Monthly Amortization Amounts for any Class A Notes are made during such twelve (12) month period or such lesser number of months remaining prior to the Anticipated Repayment Date for such Notes), plus the annualized Indenture Trustee Fee and Servicing Fee payable during such twelve (12) month period and as set forth on the Servicing Report; provided that in calculating the DSCR for Collection Periods ending during the Site Acquisition Period for a Series (if any), debt service with respect to the Notes of that Series that have the benefit of a Yield Maintenance Reserve Account shall be calculated net of the annualized Yield Maintenance Amount payable in respect of such Series of Notes for the related Interest Accrual Periods.

“DTC Custodian” shall mean the Indenture Trustee, in its capacity as custodian of any Series or Class of Global Notes for DTC.

“DTC Participant” shall mean a broker, dealer, bank or other financial institution or other Person for whom from time to time DTC effects book-entry transfers and pledges of securities deposited with DTC.

“Easement Agreements” shall mean agreements between an Asset Entity (or a predecessor in interest) and a Site Owner governing Easement Assets.

“Easement Asset” shall mean an easement interest in the land on which a Tenant Site is located.

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“Easement Asset Default” shall mean any breach or default or event on the part of an Asset Entity that with the giving of notice or passage of time would constitute a breach or default by such Asset Entity under any agreement establishing an Easement Asset.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution, which account is either (a) an account maintained with an Eligible Bank or (b) a segregated account maintained by a corporate trust department of a federal depositary institution or a state chartered depositary institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations §9.10(b), which institution, in either case, has a combined capital and surplus of at least $100,000,000 and either has corporate trust powers and is acting in its fiduciary capacity or for which a Rating Agency Confirmation has been received.

“Eligible Bank” shall mean a bank that satisfies the Rating Criteria.

“Employee Benefit Plan” shall mean any employee pension benefit plan within the meaning of Section 3(2) of ERISA (excluding any Multiemployer Plan) which is subject to Title IV of ERISA or to Section 412 of the Code.

“Environmental Laws” shall mean all present and future statutes, ordinances, codes, orders, decrees, laws, rules or regulations of any Governmental Authority pertaining to or imposing liability or standards of conduct concerning environmental protection (including regulations concerning health and safety to the extent relating to human exposure to Hazardous Materials), contamination or clean-up or the handling, generation, release or storage of Hazardous Material affecting the Tenant Site Assets, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Hazardous Substances Transportation Act, the Solid Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act, the Occupational Safety and Health Act, as amended (to the extent relating to human exposure to Hazardous Materials), any statutes allowing the imposition of an environmental “superlien” to recover costs incurred by state agencies for remediation of property contaminated by Hazardous Materials and other state environmental clean-up statutes and all regulations adopted in respect of the foregoing laws whether now or hereafter in effect, but excluding any historic preservation or similar laws of any Governmental Authority relating to historical resources and historic preservation which are not related to (a) protection of the environment or (b) Hazardous Materials.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, in relation to any Person, any other Person treated as a single employer with the first Person, within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“Euroclear” shall mean the Euroclear System.

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“Euroclear Participants” shall mean participants of Euroclear.

“Event of Default” shall have the meaning ascribed to it in Section 10.01.

“Excess Cash Flow” shall mean, with respect to any Payment Date, amounts remaining in the Collection Account on such Payment Date attributable to amounts deposited therein in respect of the preceding Collection Period after allocations or payments of all amounts required to be paid on such Payment Date pursuant to Section 5.01(a)(i) through 5.01(a)(ix).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Tenant Site Assets” shall have the meaning ascribed to it in Section 15.19.

“Executive Officer” shall mean, with respect to any corporation or limited liability company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, General Counsel, Secretary or Treasurer of such corporation or limited liability company and, with respect to any partnership, any individual general partner thereof or, with respect to any other general partner, any officer of the general partner.

“Fee Asset” shall mean a fee interest in the land on which a Tenant Site is located.

“Final Remaining Tenant Lease Term” shall mean the final term of the Tenant Leases if the Tenants were to exercise all of their renewal options under the related Tenant Leases.

“Fitch” shall mean Fitch Ratings, Inc. or any successor rating agency thereof.

“GAAP” shall mean United States generally accepted accounting principles as in effect from time to time.

“Global Notes” shall mean Rule 144A Global Notes and Regulation S Global Notes.

“Governmental Authority” shall mean with respect to any Person, any federal or state or local government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government, and any arbitration board or tribunal in each case having jurisdiction over such applicable Person or such Person’s property, and any stock exchange on which shares of capital stock of such Person are listed or admitted for trading.

“Grant” shall mean to create a security interest in, or to mortgage, any property now owned or at any time hereafter acquired or any right, title or interest that may be acquired in the future.

“Guaranteed Obligation” shall have the meaning ascribed to it in Section 16.01.

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“Guarantor” shall mean LMRK Guarantor Co. LLC, a Delaware limited liability company.

“Hazardous Material” shall mean all or any of the following: (a) substances, materials, compounds, wastes, products, emissions and vapors that are defined or listed in, regulated by, or otherwise classified pursuant to, any applicable Environmental Laws because of their deleterious, harmful or dangerous properties, including any so defined, listed, regulated or classified as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” “pollutants,” “contaminants,” or any other formulation intended to regulate, define, list or classify substances by reason of deleterious, harmful or dangerous properties; (b) waste oil, oil, petroleum or petroleum-derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) electrical or hydraulic equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (f) radon; (g) toxic mold; or (h) urea formaldehyde, provided, however, such definition shall not include cleaning materials and other substances commonly used in the ordinary course of the businesses of the Asset Entities’, the Asset Entities’ tenants’, the Site Owners’, the Site Owners’ tenants or any of their respective agents, which materials exist in reasonable quantities and are stored, contained, transported, used, released, and disposed of in accordance with all applicable Environmental Laws.

“Holdco Guaranty” shall mean the Guarantee and Security Agreement, dated as of the date hereof, by the Guarantor in favor of the Indenture Trustee.

“Holder” and “Noteholder” shall mean a Person in whose name a particular Note is registered in the Note Register.

“Impositions” shall mean all real estate and personal property taxes (net of abatements, reductions or refunds of real estate or personal property taxes relating to the Tenant Site Assets applicable to and actually received or credited during the corresponding period) payable by the Asset Entities, vault charges, other taxes, levies, assessments and similar charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every kind and nature whatsoever (including any payments in lieu of taxes), which at any time prior to, at or after the execution hereof may be assessed, levied or imposed by, in each case, a Governmental Authority or payments due under the Tenant Sites. For the avoidance of doubt, Impositions shall not include (a) any Shared Rent payable by the Asset Entities, (b) any sales or use taxes payable by the Issuer, (c) any of the foregoing items payable by Tenants or guests occupying or using any portions of the Tenant Site Assets or by Site Owners or (d) taxes or other charges payable by any Manager unless such taxes are being paid on behalf of the Issuer.

“Impositions and Insurance Reserve” shall have the meaning ascribed to it in Section 4.03.

“Impositions and Insurance Reserve Account” shall mean the Reserve Account designated to reserve for the payment of Impositions and Insurance Premiums with respect to the Tenant Site Assets.

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“Improvements” shall mean all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements of every kind and nature now or hereafter located on the Tenant Sites and owned by any of the Asset Entities.

“Indebtedness” shall mean, for any Person, without duplication: (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (b) all unfunded amounts under a loan agreement, letter of credit (unless secured in full by cash), or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (c) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests but not any preferred return or special dividend paid solely from, and to the extent of, excess cash flow after the payment of all operating expenses, capital improvements and debt service on all Indebtedness, (d) all obligations under leases that constitute capital leases for which such Person is liable, and (e) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Indenture” shall have the meaning ascribed to it in the preamble hereto.

“Indenture Supplement” shall mean an indenture supplement to this Indenture.

“Indenture Trustee” shall have the meaning ascribed to it in the preamble hereto.

“Indenture Trustee Fee” shall mean the fee to be paid in arrears on each Payment Date to the Indenture Trustee as compensation for services rendered by it in its capacity as Indenture Trustee.

“Indenture Trustee Report” shall have the meaning ascribed to it in Section 11.11(d).

“Independent” shall mean, when used with respect to any specified Person, that such Person (a) is in fact independent of the Obligors, any other obligor on the Notes and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Obligors, any such other obligor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Obligors, any such other obligor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, agent, trustee, partner, director or person performing similar functions.

“Independent Certificate” shall mean a certificate or opinion to be delivered to the Indenture Trustee or Servicer, as applicable, and upon which each may conclusively rely under the circumstances described in, and otherwise complying with the applicable requirements of, Section 15.01 made by an Independent certified public accountant or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

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“Initial Class Principal Balance” shall mean, with respect to any Class of Notes, the aggregate initial principal balance of all Notes of such Class Outstanding on its date of issuance of the Notes; provided that upon the payment in full of a Class within a particular Series, such Notes shall no longer be included in the Initial Class Principal Balance of the relevant Class.

“Initial Closing Date” shall mean the Closing Date for the Series 2016-1 Notes issued hereunder.

“Initial Purchaser” or “Initial Purchasers” with respect to a particular Series, shall have the meaning ascribed to it in the applicable Series Supplement.

“Insurance Policies” shall have the meaning ascribed to it in Section 7.05.

“Insurance Premiums” means the annual insurance premiums for the Insurance Policies required to be maintained by the Asset Entities with respect to the Tenant Site Assets under Section 7.05.

“Insurance Proceeds” shall mean all of the proceeds received under the Insurance Policies and all of the proceeds received under any Title Policy related to a Mortgaged Tenant Site Asset.

“Interest Accrual Period” shall mean, for each Payment Date, the period from and including the preceding Payment Date (or, with respect to the initial such period for a Series, the Closing Date for such Series) to, but excluding, such Payment Date.

“Investment Company Act” shall mean the United States Investment Company Act of 1940, as amended.

“Investment Grade Rating” shall mean, with respect to any Tenant, that the long-term unsecured and unsubordinated debt of such Tenant is rated in one of the generic categories signifying “investment grade” by Fitch or KBRA (or, if not rated by Fitch or KBRA, then so rated by Moody’s or S&P), or, if the debt of a Tenant is not so rated, such Tenant (a) is either a direct or indirect majority owned subsidiary of a Person that has such a rating, (b) is an agency or instrumentality of a municipal, state or federal government that has such a rating or (c) is otherwise deemed to have such a rating by a Rating Agency.

“Involuntary Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, in which any of the Guarantor, the Issuer or any of the direct or indirect subsidiaries of the Issuer is a debtor or any Asset of any such entity is property of the estate therein.

“Issuer” shall have the meaning ascribed to it in the preamble hereto.

“Issuer Interests” shall have the meaning ascribed to it in Section 8.01(a).

“Issuer Order” and “Issuer Request” shall mean a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture

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Trustee and the Servicer upon which the Indenture Trustee and the Servicer, as applicable, may conclusively rely.

“Issuer Party” or “Issuer Parties” shall have the meaning ascribed to it in Section 8.01.

“Joinder Agreement” shall mean a Joinder Agreement, executed by an Additional Asset Entity and delivered to the Indenture Trustee, substantially in the form of Exhibit H.

“KBRA” shall mean Kroll Bond Rating Agency, Inc. or any successor rating agency thereof.

“Knowledge” shall mean, whenever used in this Indenture or any of the other Transaction Documents, or in any document or certificate executed pursuant to this Indenture or any of the Transaction Documents (whether by use of the words “knowledge” or “known”, or other words of similar meaning, and whether or not the same are capitalized), actual knowledge (without independent investigation unless otherwise specified) of (a) the individuals who have significant responsibility for any policy making, major decisions or financial affairs of the applicable entity or (b) the person signing such document or certificate, as applicable.

“Lease Asset” shall mean a Lease Asset Agreement pursuant to which an Asset Entity (or a predecessor in interest) obtains interests in one or more Tenant Leases.

“Lease Asset Agreement” shall mean a leasehold interest on which a Tenant Site is located.

“Lease Asset Default” shall mean any breach or default or event on the part of an Asset Entity that with the giving of notice or passage of time would constitute a breach or default by such Asset Entity under any Lease Asset Agreement.

“Lien” shall mean, with respect to any property or assets, any lien, hypothecation, encumbrance, assignment for security, charge, mortgage, pledge, security interest, conditional sale or other title retention agreement or similar lien.

“Liquidated Site Replacement Account” shall have the meaning ascribed to it in Section 7.29.

“Liquidation Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Lock Box Account” shall mean one or more lock box accounts established by the Issuer or an Asset Entity into which Tenants shall have been directed to pay all Rents and other sums owed to the Asset Entities, and into which the Obligors will deposit all Receipts, which came directly to an Obligor, pursuant to Section 7.14.

“Maintenance Capital Expenditures” shall mean Capital Expenditures made for the purpose of maintaining the Tenant Site Assets or complying with applicable laws, regulations, ordinances, statutes, codes, or rules applicable to the Tenant Site Assets, but shall

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exclude discretionary expenditures made to acquire Tenant Site Assets and non-recurring capital expenditures made solely to enhance the Operating Revenues of Tenant Site Assets.

“Management Agreement” shall mean the Management Agreement between the Manager and the Obligors dated as of June 16, 2016.

“Management Fee” shall have the meaning ascribed to it in the Management Agreement.

“Manager” shall mean the manager described in the Management Agreement or an Acceptable Manager as may hereafter be charged with management of the Asset Entities in accordance with the terms and conditions hereof.

“Manager Reports” shall have the meaning ascribed to it in the Management Agreement.

“Material Adverse Effect” shall mean, (a) a material adverse effect upon the business, operations, or condition (financial or otherwise) of the Obligors and the Guarantor (taken as a whole), (b) the material impairment of the ability of the Obligors and the Guarantor (taken as a whole) to perform their obligations under the Transaction Documents (taken as a whole), or (c) a material adverse effect on the use, value or operation of the Tenant Site Assets (taken as a whole); provided, however, that if an event or condition causes a reduction of 5% or more of the Annualized Revenue derived from the Tenant Site Assets (taken as a whole), then a Material Adverse Effect shall be deemed to exist.

“Material Agreement” shall mean any contract or agreement, or series of related agreements, by any Asset Entity or the Issuer relating to the ownership, management, development, use, leasing, maintenance, repair or improvement of the Tenant Site Assets under which there is an obligation of an Obligor, in the aggregate, to pay, or under which any Obligor receives in compensation more than, $150,000 per annum, excluding (a) the Transaction Documents, (b) any agreement which is terminable by an Obligor on not more than sixty (60) days’ prior written notice without any fee or penalty, (c) any Asset Agreement and (d) any Tenant Lease.

“Material Tenant Lease” shall mean any Tenant Lease, or series of related Tenant Leases, by any Tenant (and such Tenant’s Affiliates) of space at one or more of the Tenant Site Assets which (a) provides for annual rent or other payments in an amount equal to or greater than (i) in fiscal year 2016, $40,000, and (ii) in each fiscal year thereafter, the sum of $40,000 and the product of (A) $40,000, (B) 3.0% and (C) the number of full years elapsed since December 31, 2015 and (b) may not be cancelled by the applicable Tenant (or related Affiliate) on thirty (30) days’ notice without payment of a termination fee, penalty or other cancellation fee.

“Member” shall mean, individually or collectively, any entity which is now or hereafter becomes the managing member of any of the Issuer or the Asset Entities under such Person’s limited liability company agreement.

“Member Organizations” shall mean direct account holders at Euroclear and Clearstream.

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“Minimum DSCR” shall mean a DSCR of 1.15 to 1.0.

“Minimum Yield” for each Class and Series of Notes, shall have the meaning ascribed to it in the Series Supplement of such Series.

“Monthly Operating Expense Amount” shall mean, for any calendar month, the aggregate of the budgeted Operating Expenses of each Asset Entity for such calendar month exclusive of the Management Fee for so long as the Manager is an Affiliate of the Asset Entities, and expenses covered by the Impositions and Insurance Reserve Account; provided that the budgeted Operating Expenses shall be determined in accordance with Section 7.02(b).

“Monthly Payment Amount” shall mean, for any Payment Date, the amount of accrued interest on the Notes due and payable on such Payment Date in respect of the related Interest Accrual Period at the applicable Note Rate (minus the aggregate of all Yield Maintenance Amounts (if any) for all Series of Notes for the related Payment Date).  For the avoidance of doubt, the Monthly Payment Amount shall not include Prepayment Consideration, Post-ARD Additional Interest and Deferred Post-ARD Additional Interest.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor rating agency thereof.

“Mortgaged Tenant Site Assets” and “Mortgaged Tenant Site Asset” shall mean, collectively, or individually, the Tenant Site Assets that are subject to a mortgage lien described in Exhibit G, and all related facilities, owned by the Asset Entities and which are encumbered by and more particularly described in the respective Deeds of Trust; provided that (a) following a disposition of a Mortgaged Tenant Site Asset, “Mortgaged Tenant Site Assets” shall mean each of the Mortgaged Tenant Site Assets that is then owned by an Asset Entity and remains encumbered by the Deeds of Trust as Collateral for the Notes, (b) following a substitution of a Mortgaged Tenant Site Asset, “Mortgaged Tenant Site Asset” shall include the Replacement Tenant Site Asset added as part of such substitution if such substituted Tenant Site Asset is encumbered by a Deed of Trust and shall exclude the Tenant Site Asset released as part of such substitution and (c) following the addition of a Tenant Site Asset pursuant to Section 2.12 that is encumbered by a Deed of Trust, “Mortgaged Tenant Site Assets” shall include such additional Tenant Site Assets if such Tenant Site Asset is encumbered by a Deed of Trust or for which an appropriate filing to encumber such Tenant Site Asset by a Deed of Trust has been duly submitted to the applicable Government Authority.  Mortgaged Tenant Site Assets do not include Deferred Additional Tenant Site Assets.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Non-Disturbance Agreement” shall mean any applicable non-disturbance and attornment agreement executed between an Asset Entity and the holder of a Lien on a Tenant Site, and providing that in the event of foreclosure of such Lien, the holder of such Lien shall not terminate the related Tenant Site Asset of such Asset Entity.

“Non-Performing Tenant Lease” shall mean, as of any date of determination, a Tenant Lease for which (a) Rent owing, or a portion thereof in dispute, with respect thereto is

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more than 120 days past its contractual due date, (b) a charge-off has been taken as a result of the bankruptcy of the related Tenant, (c) the Manager has received a valid notice of termination or decommissioning of the Tenant Site Asset related to such Tenant Lease or (d) the Rent payable with respect thereto is otherwise deemed to be uncollectible by the Manager for any reason (including foreclosure or tax lien proceedings).  Notwithstanding the foregoing, only the disputed portion of the Rent relating to a Non-Performing Tenant Lease under clause (a) above shall be excluded from the determination of Annualized Revenue and all continuing Rent shall be included for such determination.

“Nonrecoverable Servicing Advance” shall have the meaning ascribed to it in the Servicing Agreement.

“Note Owners” shall mean, with respect to any Book-Entry Note, the Person who is the beneficial owner of such Note as reflected on the books of the Depositary or on the books of a Depositary Participant or on the books of an indirect participating brokerage firm for which a Depositary Participant acts as agent.

“Note Principal Balance” shall mean, for any Note, as of any date of determination, the initial principal balance of such Note on the related Closing Date, as set forth on the face thereof, less any payment of principal made in respect of such Note up to and including such date.

“Note Rate” with respect to any Note, shall mean the interest rate applicable thereto as set forth in the Series Supplement pursuant to which such Note was issued.

“Note Register” and “Note Registrar” shall mean the register maintained and the registrar appointed or otherwise acting pursuant to Section 2.02(a).

“Noteholder” shall have the meaning ascribed to it in definition of “Holder.”

“Notes” shall mean the notes issued by the Issuer pursuant to this Indenture and the Series Supplements.

“Obligations” shall mean the principal amount of the Outstanding Notes, accrued interest thereon and all other obligations, liabilities and indebtedness of every nature to be paid or performed by the Guarantor or any of the Obligors under the Transaction Documents, including fees, costs and expenses, and other sums now or hereafter owing, due or payable and whether before or after the filing of a proceeding under the Bankruptcy Code by or against any of the Guarantor or any of the Obligors, and the performance of all other terms, conditions and covenants under the Transaction Documents.

“Obligors” shall have the meaning ascribed to it in the preamble hereto.

“Offering Memorandum” shall mean any offering memorandum pursuant to which Notes are offered and sold by the Issuer.

“Officer’s Certificate” shall mean a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable

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requirements of Section 15.01, and delivered to the Indenture Trustee or the Servicer, as applicable.

“Operating Budget” shall mean, for any period, the budget for the Asset Entities taken as a whole setting forth an estimate of all Operating Expenses of the Asset Entities and any other expenses payable by the Asset Entities for the Tenant Site Assets owned by the Asset Entities for such period, as the same may be amended pursuant to Section 7.02(b).

“Operating Expenses” shall mean, for any period and without duplication, all direct costs and expenses of ownership and maintaining the Tenant Site Assets for such period (including Impositions, the Management Fee and franchise fees payable by the Obligors) determined in accordance with GAAP plus all Maintenance Capital Expenditures for such period (a) less the cost of portfolio support personnel provided by the Manager and (b) excluding the impact on rent expense of accounting for Tenant Leases with fixed escalators on a straight-line basis for such period as required under Accounting Standards Codification 840 in effect during such period. Operating Expenses do not include discretionary Capital Expenditures or Tenant Site Asset acquisition expenses made to acquire a Tenant Site comprising a Tenant Site Asset or to otherwise enhance the Operating Revenues of a Tenant Site Asset.  Operating Expenses do not include Shared Rent or costs or expenses attributable to Deferred Additional Tenant Site Assets and any related Tenant Leases thereof.

“Operating Revenues” shall mean, for any period, all cash revenues of the Asset Entities from ownership of the Tenant Site Assets or otherwise arising in respect of the Tenant Site Assets that are properly allocable to the Tenant Site Assets for such period determined in accordance with GAAP excluding the non-cash impact on revenue of accounting for Tenant Leases (e.g., on straight-line basis, the amortization of intangibles associated with favorable or unfavorable contractual terms, and capital leases) as required under Accounting Standards Codification 840. Operating Revenues do not include any obligation to pay Shared Rent or revenues attributable to Deferred Additional Tenant Site Assets and any related Tenant Leases thereof.

“Opinion of Counsel” shall mean one or more written opinions of counsel which shall be reasonably acceptable to and delivered to the addressee(s) thereof and shall comply with any applicable requirements of Section 15.01.

“Other Obligor Collateral” shall have the meaning ascribed to it in Section 14.01.

“Other Servicing Fees” shall mean the Special Servicing Fee, the Liquidation Fee, the Workout Fee, the Tenant Site Asset Acquisition Fee and the Tenant Site Asset Release/Substitution Fee.

“Other Tenant Site Assets” shall mean Tenant Site Assets that are not Mortgaged Tenant Site Assets.

“Outstanding” shall mean, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

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(a)Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b)Notes for the payment of which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent (other than the Issuer) in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee); or

(c)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such first-mentioned Notes are held by a protected purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Note Principal Balance of any Class or Series of Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, any other obligor upon the Notes or any Affiliate of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not an Obligor, any other obligor upon the Notes or any Affiliate of any of the foregoing Persons.

“Ownership Interest” shall mean, in the case of any Note, any ownership or security interest in such Note as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Parent” shall mean Landmark Infrastructure Operating Company LLC, a Delaware limited liability company.

“Participants” shall mean Clearstream Participants, DTC Participants or Euroclear Participants, as applicable.

“Paying Agent” shall initially be (a) the Indenture Trustee, who is hereby authorized by the Issuer to make payments as agent of the Issuer to and payments from the Collection Account including payment of principal of or interest (and premium, if any) on the Notes on behalf of the Issuer or (b) any successor appointed by the Indenture Trustee who (i) meets the eligibility standards for the Indenture Trustee specified in Section 11.06 and (ii) is authorized to make payments to and from the Collection Account including payment of principal of or interest (and premium, if any) on the Notes.

“Payment Date” shall mean the 15th calendar day of each month or, if any such day is not a Business Day, the next succeeding Business Day, beginning in July 2016; provided

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that the initial Payment Date for any Series of Notes issued after the Initial Closing Date may be specified in the applicable Series Supplement.

“Percentage Interest” shall mean, with respect to any Note, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of such Note on such date, and the denominator of which is (i) in relation to the Class to which such Note belongs, the Class Principal Balance of the Class to which such Note belongs on such date and (ii) in relation to the Series to which such Note belongs, the aggregate principal balance on such date of all Notes within the Series belonging to the same Class as such Note.

“Permitted Encumbrances” shall mean, collectively, (a) Liens created pursuant to the Transaction Documents; (b) Liens for taxes, assessments, governmental charges, levies or claims not yet due or which are being contested in good faith by appropriate proceedings; (c) zoning, subdivision and building laws and regulations of general application to the Tenant Site Assets; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (i) arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings or (ii) for which the Asset Entities are adequately indemnified or insured by another party (other than an Affiliate); (e) with respect to a Prepaid Site, the interests of the related Site Owner; (f) easements, rights-of-way, licenses, restrictions, encroachments and other similar encumbrances incurred in the ordinary course of the business of the Asset Entities or, with respect to any Tenant Site Asset, existing on the date of the acquisition of such Tenant Site Asset by an Asset Entity, which, in the aggregate, do not materially (i) interfere with the ordinary conduct of the business of the Asset Entities, taken as a whole, or (ii) impair the use or operations of the interest of the Asset Entity in such Tenant Site Asset; (g) Liens arising in connection with any Remedial Work (as to the Asset Entities); provided that to the extent such liens exceed $500,000 in an aggregate amount at any time outstanding (excluding any portion thereof for which such Asset Entity has been indemnified or insured by another party other than an Affiliate), a cash reserve in an amount equal to such remediation costs in excess of $500,000 has been provided for and funded; (h) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (i) Liens created by lease agreements, statute or common law to secure the payments of rental amounts and other sums not yet delinquent thereunder; (j) existing or future Liens, easements, rights of way, licenses, restrictions, encroachments and other similar encumbrances created or caused at any time by an owner or lessor of a Tenant Site or arising out of the fee interest therein (including, without limitation, Site Owner Impositions); (k) Tenant Leases and other licenses, sublicenses, leases or subleases granted by the Asset Entities in the ordinary course of their businesses and not materially interfering with the conduct of the business of the Asset Entities; (l) Liens incurred or created in the ordinary course of business on cash and cash equivalents to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders; (m) Liens securing the payment of judgments which do not result in an Event of Default and which are being appealed and contested in good faith, have been adequately bonded pending such appeal and with respect to which enforcement has been stayed; (n) Liens, easements, rights of way, licenses, restrictions, encroachments and other similar encumbrances affecting any interest in a Tenant Site Asset that are insured over by a title insurance policy or for which an exception is not taken; (o) Liens arising as a consequence of Site Owner Impositions; (p) the rights of Site Owners to Shared

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Rent; (q) Liens on Tenant Site Assets that are senior as a matter of law to the related Deeds of Trust, but in respect of which an Obligor has obtained a Non-Disturbance Agreement; and (r) Liens on Tenant Site Assets that are senior as a matter of law to the related Deeds of Trust and in respect of which no Obligor has obtained a Non-Disturbance Agreement, but which relate to Tenant Site Assets that, in the aggregate, constitute no more than 15.1% of the Annualized Net Cash Flow of all Tenant Site Assets.

“Permitted Indebtedness” shall have the meaning ascribed to it in Section 7.16.

“Permitted Investments” shall have the meaning ascribed to it in the Cash Management Agreement.

“Person” shall mean any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

“Plan” shall mean an “employee benefit plan” that is subject to Title I of ERISA, (ii) a “plan” that is subject to Section 4975 of the Code, (iii) an entity whose assets are deemed to include “plan assets” of such “employee benefit plans” or “plans” or (iv) an employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code.

“Post-ARD Additional Interest” shall have the meaning ascribed to it in Section 2.10.

“Post-ARD Additional Interest Rate” shall have the meaning ascribed to it in Section 2.10.

“Post-ARD Note Spread” for each Class and Series of the Notes, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Post-ARD Period” shall mean, with respect to any Series of Notes, the period commencing on the Anticipated Repayment Date for such Series (if the Notes of such Series have not been paid in full on or prior to such Anticipated Repayment Date) and ending on the Payment Date on which such Notes are paid in full.

“Prepaid Site” shall mean an easement or leasehold interest in a Tenant Site pursuant to an Asset Agreement; provided that (x) following termination, sale or assignment of a Prepaid Site pursuant to Section 7.23, “Prepaid Site” shall mean each of the remaining Prepaid Sites, (y) following a substitution of a Prepaid Site, with respect to a Replacement Tenant Site Asset that is a Prepaid Site, “Prepaid Site” shall include such Replacement Tenant Site Asset and shall exclude the replaced Prepaid Site, (z) following the addition of a Tenant Site Asset pursuant to Section 2.12 that is a Prepaid Site, “Prepaid Site” shall include such Tenant Site Asset.

“Prepayment Consideration” shall mean with respect to any prepayment of the principal balance of a Note, an amount that is equal to the excess, if any, of (a) the present value on the date of such prepayment (by acceleration or otherwise) of the sum of the principal payments allocable to such Note and interest that the Issuer would otherwise be required to pay

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on the prepaid portion of such Note from the date of such prepayment to and including the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Note absent such prepayment and assuming (i) with respect to a Note that is a Class A Note, that monthly payments of principal on such Notes are made based upon the Class A Targeted Amortization Amount for such Notes (and with interest calculated under clause (a) above calculated based on the principal balance of such Notes as reduced by each such principal payment) and (ii) that the remaining principal balance of such Notes (after taking into account all payments of Class A Targeted Amortization Amount for such Notes, if applicable) is paid on the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Note, with such present value determined by the use of a discount rate equal to the sum of (i) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association), on the date of such prepayment for such Note of the United States Treasury Security having the term to maturity closest to such Payment Date, plus (ii) 0.50% over (b) the principal amount of such Note being prepaid on the date of such prepayment.

“Prepayment Lockout Period” shall mean for any Series, the period specified as such in the Series Supplement for such Series, or, if not so specified, the period ending on but excluding the second (2nd) anniversary of the Closing Date of such Series.

“Proceeding” shall mean any suit in equity, action at law or other judicial or administrative proceeding.

“PTE” shall have the meaning set forth in Section 11.06.

“Qualified Institutional Buyer” shall mean a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

“Quarterly Advance Rents Reserve Deposits” shall have the meaning set forth in the Cash Management Agreement.

“Rated Final Payment Date” with respect to any Series, shall have the meaning ascribed to it in the Series Supplement for such Series.

“Rating Agencies” shall mean, with respect to any action or event in regards to a Series of Notes, the rating agencies specified as such in the Series Supplement for such Series.

“Rating Agency Confirmation” shall have the meaning ascribed to it in the applicable Series Supplement with respect to any action or event in regards to any Series and Class of Notes; provided that if such term is stated in a Series Supplement to require only the delivery of notice of any particular action or event, then any requirement herein that speaks in terms of receipt of a Rating Agency Confirmation with respect to such action or event shall be construed as receipt by the Indenture Trustee of written confirmation from the Issuer or the Manager that such notice has been provided.

“Rating Criteria” with respect to any Person, shall mean that (a) the short-term unsecured debt obligations of such Person are rated at least “P-1” (or equivalent) by Moody’s and “F-1” (or equivalent) by Fitch, if deposits are held by such Person for a period of less than

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one (1) month or (b) the long-term unsecured debt obligations of such Person are rated at least “Aa2” (or equivalent) by Moody’s and “A” (or equivalent) by Fitch, if deposits are held by such Person for a period of one (1) month or more.

“Receipts” shall mean all revenues, payments of rent, receipts and other payments to the Asset Entities of every kind arising from their ownership or management of the Tenant Site Assets, including all warrants, stock options, or equity interests in any Tenant, licensee or other Person occupying space at, or providing services related to or for the benefit of, the Tenant Site Assets received by or on behalf of such Asset Entities in lieu of rent or other payment, but excluding (a) amounts received by or on behalf of such Asset Entities and required to be paid to any Person (other than to an Obligor) as Shared Rent, (b) any amounts received by or on behalf of such Asset Entities that constitute the property of a Person other than an Asset Entity (including all revenues, receipts and other payments arising from the ownership or management of properties by Affiliates of such Asset Entities) and (c) security deposits received under a Tenant Lease, unless and until such security deposits are applied to the payment of amounts due under such Tenant Lease. For the avoidance of doubt, Receipts include Contingent Rent.

“Record Date” shall mean with respect to payments made on any Payment Date, the close of business on the last Business Day of the month immediately preceding the month in which such Payment Date occurs and with respect to payments made on any other date such date as shall be established by the Indenture Trustee in respect thereof.

“Regulation S” shall mean Regulation S promulgated under the Securities Act.

“Regulation S Global Note” shall mean with respect to any Series and Class of Notes (other than any Class of Notes that are designated as Tax Restricted Notes), a single global Note representing such Series and Class offered and sold outside the United States in reliance on Regulation S, a single global Note, in definitive, fully registered form without interest coupons, which Note bears a Regulation S Legend. It being understood that at no time may Tax Restricted Notes be offered or sold in reliance on Regulation S.

“Regulation S Legend” shall mean, with respect to any Series and Class of Notes (other than any Series and Class of Notes that are designated as Tax Restricted Notes), a legend generally to the effect that such Series and Class of Notes may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person prior to the date that is forty (40) days following the later of the commencement of the offering of the Notes and the Closing Date except pursuant to an exemption from the registration requirements of the Securities Act.

“Related Party” means, with respect to any Issuer Party, any partner, member, shareholder, principal or Affiliate of such Issuer Party or of another Issuer Party, except that the term does not include any other Issuer Party.

“Related Property” means:

(a)with respect to an Asset Entity, assets that it owns that are related to its ownership of Tenant Site Assets or that are necessary or incidental to the such ownership or the discharge of the obligations of such Asset Entity under the Transaction Documents and under the Asset Agreements and Tenant Leases, including the rights of such Asset Entity (i) under the

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Transaction Documents, (ii) under the insurance policies contemplated or required by the Transaction Documents, (iii) in the Lock Box Accounts, (iv) in the Reserves and (v) in all proceeds of all such Tenant Site Assets, Tenant Leases and other rights and assets;

(b)with respect to the Issuer, assets that it owns that are related to its ownership of the Asset Entities or that are necessary or incidental to the discharge of the obligations of the Issuer under the Transaction Documents, including the rights of the Issuer (i) under the Transaction Documents, (ii) under the insurance policies contemplated or required by the Transaction Documents, (iii) in the Lock Box Accounts, (iv) in the Reserves and (v) in all proceeds of all such rights and assets;

(c)with respect to the Guarantor, assets that it owns that are related to its ownership of the Issuer or that are necessary or incidental to the discharge of the obligations of the Guarantor under the Transaction Documents, including the rights of the Guarantor (i) under the Transaction Documents, (ii) under the insurance policies contemplated or required by the Transaction Documents, (iii) in the Lock Box Accounts, (iv) in the Reserves and (v) in all proceeds of all such rights and assets.

“Release Date” shall mean with respect to any Series of Notes (other than any Class of Notes that are designated as Tax Restricted Notes), the date that is forty (40) days following the later of (i) the Closing Date for such Series and (ii) the commencement of the initial offering of such Notes in reliance on Regulation S.

“Release Price” shall mean, in relation to the disposition of a Tenant Site Asset, an amount equal to the greater of (i) 125% of the Allocated Note Amount of such Tenant Site Asset and (ii) such amount as will result in the pro forma DSCR following the proposed disposition (assuming such amount was applied to repay the principal amount of the Notes on the Payment Date following the Collection Period in which such amount is received) being equal to or greater than the DSCR immediately prior to the disposition.

“Remedial Work” shall mean any investigation, site monitoring, cleanup or other remedial work of any kind required to be performed by any Asset Entity under applicable Environmental Laws because of or in connection with any presence or release of any Hazardous Materials on, under or from any Tenant Site Asset.

“Rent Roll” shall mean, collectively, a rent roll for each of the Tenant Site Assets certified by the Issuer and substantially in the form of Exhibit C. The Rent Roll excludes Deferred Additional Tenant Site Assets.

“Rents” shall mean the monies owed to the Asset Entities by the Tenants pursuant to the Tenant Leases. For the avoidance of doubt, Rents include Shared Rent and Contingent Rent.

“Replacement Tenant Site Asset” shall have the meaning ascribed to it in Section 7.30.

“Requesting Party” shall have the meaning ascribed to it in Section 11.11(c).

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“Requisite Percentage of Noteholders” shall mean Noteholders representing more than 25% of the aggregate Outstanding Class Principal Balance of all Classes of Notes.

“Reserve Account” shall mean the non-interest bearing segregated accounts established by the Issuer for the purpose of holding funds in the Reserves including: (a) the Impositions and Insurance Reserve Account, (b) the Cash Trap Reserve Account, (c) the Advance Rents Reserve Account and (d) the Yield Maintenance Reserve Accounts.

“Reserves” shall mean Impositions and Insurance Reserve, the Cash Trap Reserve, the Advance Rents Reserve Account and the Yield Maintenance Reserve held by or on behalf of the Indenture Trustee pursuant to this Indenture or the other Transaction Documents, including the funds held in the Reserve Accounts. For the avoidance of doubt, Reserves do not include amounts held in any Site Acquisition Account.

“Responsible Officer” shall mean, when used with respect to the Indenture Trustee, any officer within the corporate trust department of the Indenture Trustee, including any trust officer or any other officer of the Indenture Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture and when used with respect to an Obligor, shall mean an Executive Officer of the Issuer.

“Rule 144A” shall mean Rule 144A promulgated under the Securities Act and any successor provision thereto.

“Rule 144A Global Note” shall mean, with respect to any Series and Class of Notes, a single global Note representing such Series and Class, in definitive, fully registered form without interest coupons, which Note does not bear a Regulation S Legend.

“Rule 144A Information” shall mean the information required to be delivered pursuant to Rule 144(A)(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the Notes pursuant to Rule 144A.

“S&P” shall mean Standard & Poor’s Ratings Services or any successor rating agency thereof.

“Scheduled Defeasance Payments” shall mean with respect to a particular Series, payments on or prior to, but as close as possible to (a) each Payment Date after the Defeasance Date and through and including the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date for such Series in amounts equal to the scheduled payments of interest on the Notes, scheduled Class A Targeted Amortization Amount payments and payments of Indenture Trustee Fee, Servicing Fee, Other Servicing Fees and any other amounts owing to the Indenture Trustee or the Services and Workout Fees, if any, due on such dates under this Indenture and (b) the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date for such Series in an amount equal to the outstanding principal balance of each Class of Notes of such Series.

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“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Semi-Annual Advance Rents Reserve Deposits” shall have the meaning set forth in the Cash Management Agreement.

“Series” shall mean a series of Notes issued pursuant to this Indenture and a related Indenture Supplement.

“Series 2016-1 Notes” shall mean the Series 2016-1 Class A Notes and Class B Notes issued on the Initial Closing Date under this Indenture and the related Series Supplement.

“Series Supplement” shall mean an Indenture Supplement that authorizes a particular Series.

“Servicer” shall have the meaning set forth in the Servicing Agreement.

“Servicer Remittance Date” shall have the meaning ascribed to it in the Servicing Agreement.

“Servicer Termination Event” shall have the meaning ascribed to it in the Servicing Agreement.

“Servicing Advances” shall have the meaning set forth in the Servicing Agreement.

“Servicing Agreement” shall mean the Servicing Agreement between the Servicer and the Indenture Trustee dated as of June 16, 2016.

“Servicing Fee” shall have the meaning set forth in the Servicing Agreement.

“Servicing Report” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning set forth in the Servicing Agreement.

“Shared Rent” shall mean, with respect to any Collection Period and a Tenant Site Asset, the portion, if any, of payments received by an Asset Entity in respect of such Tenant Site Asset that such Asset Entity has agreed to pay to the Site Owner (or predecessor thereof) or to an Affiliate of the Issuer pursuant to an agreement to share a portion of such payments and which is attributable to such Collection Period.

“Similar Law” shall mean the provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to the fiduciary responsibility provisions of Title I of ERISA or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code.

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“Site Acquisition Account” shall mean each account established by the Issuer in connection with the issuance of a Series of Notes, the purpose of which is to fund the acquisition of Additional Tenant Site Assets or Additional Obligor Tenant Site Assets during a Site Acquisition Period. The amount to be deposited into a Site Acquisition Account for a Series of Notes on the Closing Date of such Series will be the amount specified in the Series Supplement for such Series.

“Site Acquisition Account Bank” shall have the meaning ascribed to it in Section 3.01(a).

“Site Acquisition Period” shall mean with respect to any Series that has funded a Site Acquisition Account, the period commencing on the Closing Date of such Series and ending on the date specified in the Series Supplement for such Series.

“Site Owner” shall mean, in respect of any Tenant Site Asset, the owner of an interest in the real property underlying a Tenant Site Asset.

“Site Owner Impositions” shall mean property taxes and assessments and similar charges that are assessed against the fee interest of a Site Owner in respect of any Prepaid Site that, if not paid, would result in a Lien upon the related Tenant Site Asset that would be senior to the interest of the relevant Asset Entity in the related Tenant Site Asset.

“Site Space” shall mean the physical space comprising a Tenant Site.

“Special Servicing Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Special Servicing Period” shall mean any period of time during which any of the Notes constitute Specially Serviced Notes (as such term is defined in the Servicing Agreement).

“Sprint” shall mean, collectively, Sprint Corporation and its consolidated subsidiaries, including any entities that subsequently become part of such group by merger, acquisition or otherwise; and if the wireless telephony business operated in the United States shall be acquired by or otherwise transferred to another entity, such term will instead mean such acquiring entity and its consolidated subsidiaries.

“Supplemental Expense Information” shall mean, commencing with the 2017 fiscal year, a comparison of budgeted expenses and the actual expenses for the prior fiscal year (or, in the case of the 2017 fiscal year, from the Initial Closing Date) and, for periods after June 2017, the corresponding fiscal period in such prior year.

“Tax Restricted Notes” shall mean any Series and Class of Notes for which the Issuer does not receive an opinion from nationally-recognized tax counsel that such Series and Class of Notes will be properly characterized as debt for U.S. federal income tax purposes (it being understood that such Series and Class of Notes will be designated as “Tax Restricted Notes” in the Series Supplement for such Series and Class).

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“Tenant” shall mean the Person who leases, subleases, licenses or enters into any other agreement in respect of Site Space from an Asset Entity pursuant to a Tenant Lease.

“Tenant Lease” shall mean the tenant lease, license or similar agreement by which an Asset Entity leases, subleases or licenses Site Space to a Tenant. Each tenant lease, license or similar agreement of a separate Site Space under a “master agreement” with a single Person shall constitute a separate tenant lease.

“Tenant Quality Test” shall have the meaning ascribed to it in Section 2.12(a).

“Tenant Site” shall mean the real property on which wireless communication towers, antennae, platforms or other equipment are located.

“Tenant Site Asset” shall mean a Fee Asset, Easement Asset or Lease Asset owned by an Asset Entity; provided that (a) following the termination, sale or assignment of a Tenant Site Asset pursuant to Section 7.23 or 7.29, “Tenant Site Asset” shall mean each of the Tenant Site Assets owned by an Asset Entity, (b) following a substitution, with respect to a Replacement Tenant Site Asset owned by an Asset Entity, “Tenant Site Asset” shall include such Replacement Tenant Site Asset and shall exclude the replaced Tenant Site Asset and (c) following the addition of a Tenant Site Asset pursuant to Section 2.12 owned by an Asset Entity, “Tenant Site Asset” shall include such Tenant Site Asset.

“Tenant Site Asset Acquisition Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Tenant Site Asset Cost Basis” shall mean, for any Additional Tenant Site Asset or Additional Obligor Tenant Site Asset, the direct and indirect costs of Parent and its subsidiaries incurred in connection with the acquisition or addition of such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset, including any contingent or deferred purchase price, out-of-pocket costs and expenses incurred in connection with the acquisition of such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset from the Site Owner and an allocated portion of monthly general and administrative expenses that are attributed to such acquisition pursuant to their current practices.

“Tenant Site Asset Original Term” shall mean, with respect to an Asset Agreement, the length of time from the date on which an Asset Entity acquires such Asset Agreement to the latest date (taking into account all permitted extensions) on which such Asset Agreement expires in accordance with its terms.

“Tenant Site Asset Release/Substitution Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Title Company” shall mean any one or more of the following: Linear Title & Closing, First American Title Insurance Company, Land American Financial Group Inc., Chicago Title Insurance Company, Fidelity National Financial, Inc., First American Corporation, Stewart Title Guaranty Company, Old Republic National Title Insurance Company or such other title company reasonably acceptable to the Servicer.

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“Title Policy” shall mean an ALTA mortgagee policy of title insurance (or Form T-2 Loan Policy of Title Insurance in Texas) pertaining to a Deed of Trust on any Tenant Site Asset issued by a Title Company to the Indenture Trustee that: (a) provides coverage in an amount at least equal to 100% of the Allocated Note Amount of such Tenant Site Asset calculated as of the Initial Closing Date or such later date as such Tenant Site Asset becomes a Mortgaged Tenant Site Asset, (b) subject to Permitted Encumbrances, insures the Indenture Trustee that such Deed of Trust creates a valid first priority lien on the related Mortgaged Tenant Site Asset, free and clear of all exceptions from coverage other than Permitted Encumbrances and exceptions and exclusions of the type and scope set forth in such policies as in effect on the Initial Closing Date (as modified by the terms of any endorsements), (c) contains the endorsements set forth in Exhibit F to the extent available in the applicable jurisdiction and (d) names the Indenture Trustee and its successors and assigns as the insured.

“T-Mobile” shall mean collectively, T-Mobile US, Inc. and its consolidated subsidiaries, including, without limitation, MetroPCS and any entities that subsequently become part of such group by merger, acquisition or otherwise; and if the wireless telephony business operated in the United States shall be acquired by or otherwise transferred to another entity, such term will instead mean such acquiring entity and its consolidated subsidiaries.

“Tower Company” shall mean a company that either owns or operates shared wireless infrastructure and is not a wireless service provider.

“Transaction Documents” shall mean the Notes, the Indenture, the Indenture Supplements, the Holdco Guaranty, the Management Agreement, the Backup Management Agreement, the Servicing Agreement, the Cash Management Agreement, the Deeds of Trust, the Account Control Agreement and all other documents executed by the Guarantor or any Obligor in connection with the issuance of the Notes.  For the avoidance of doubt, the term “Transaction Documents” shall not include the Tenant Leases or Asset Agreements.

“Transfer” shall mean any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Note.

“Transferee” shall mean any Person who is acquiring by Transfer any Ownership Interest in a Note.

“Transferor” shall mean any Person who is disposing by Transfer any Ownership Interest in a Note.

“Transition Fee” shall mean a one-time fee in an amount equal to $25,000, payable to the Backup Manager on the Payment Date immediately following its first appointment as replacement Manager in accordance with the terms of the Backup Management Agreement.

“Trust Estate” shall mean all money, instruments, rights and other property that are subject or intended to be subject to the Lien created by this Indenture and the Deeds of Trust for the benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee), including all proceeds thereof.

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“UCC” shall mean the Uniform Commercial Code in the State of New York.

“United States” shall mean any State, Puerto Rico, Guam, American Samoa, the U.S. Virgin Islands and other territories or possessions of the United States of America, except with respect to U.S. federal income tax matters in which case it shall have the meaning given to it in the Code.

“Unpaid Class A Monthly Amortization Amount” shall mean, with respect to Class A Notes of any Series, the amount, if any, of the Class A Monthly Amortization Amount for such Notes on the Payment Date immediately preceding such date that was not paid on such preceding Payment Date.

“U.S. Persons” shall mean U.S. Persons within the meaning of Rule 902(k) of the Securities Act.

“Variable Funding Notes” shall mean Notes of a Series designated at the time of issuance thereof as “Variable Funding Notes” and pursuant to which the Note Principal Balance thereof may increase or decrease from time to time.

“Verizon Wireless” shall mean, collectively, Verizon Communications Inc. and its consolidated subsidiaries, including any entities that subsequently become part of such group by merger, acquisition or otherwise; and if the wireless telephony business operated in the United States shall be acquired by or otherwise transferred to another entity, such term will instead mean such acquiring entity and its consolidated subsidiaries.

“Voting Rights” shall mean the voting rights evidenced by the respective Notes as determined in accordance with Section 12.04.

“Workout Fee” shall have the meaning ascribed to it in the Servicing Agreement.

“Yield” shall mean as of any date of determination, the quotient (expressed as a percentage) of (a) Annualized Net Cash Flow for all Additional Tenant Site Assets or Additional Obligor Tenant Site Assets (or group of such Tenant Site Assets) to be funded on such date from amounts on deposit in a Site Acquisition Account for a Series of Notes divided by (b) the amount of any withdrawal from such Site Acquisition Account on such date.

“Yield Maintenance Amount” shall mean, with respect to a Series of Notes that is then subject to a Site Acquisition Period, an amount equal to interest that would accrue during an Interest Accrual Period on the amount on deposit in the related Site Acquisition Account on the first day of such Interest Accrual Period at a rate per annum equal to the weighted average of the Note Rates for such Series as of the first day of such Interest Accrual Period of all Classes of Notes of such Series.

“Yield Maintenance Reserve Account” shall mean each Reserve Account, established in connection with the issuance of a Series of Notes, the purpose of which is to reserve an amount to fund the Yield Maintenance Amount, if any, for such Series of Notes.

Section 1.02Rules of Construction.  Unless the context otherwise requires:

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(a)a term has the meaning assigned to it;

(b)accounting terms not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

(e)words in the singular include the plural and words in the plural include the singular;

(f)all references to “$” are to United States dollars unless otherwise stated;

(g)any agreement, instrument, regulation, directive or statute defined or referred to in this Indenture or in any instrument or certificate delivered in connection herewith means such agreement, instrument, regulation, directive or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein;

(h)references to a Person are also to its permitted successors and assigns;

(i)the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Indenture, shall refer to this Indenture as a whole and not to any particular provision of this Indenture, and Section, Schedule and Exhibit references are to this Indenture unless otherwise specified;

(j)whenever the phrase “in direct order of alphabetical designation” or “highest alphabetical designation” or a similar phrase is used herein, it shall be construed to mean beginning with the letter “A” and ending with the letter “Z”; if any Series or Class is also given a numerical designation (e.g., “A1” or “A2”) the significance thereof shall be set forth in the related Series Supplement; and

(k)for the avoidance of doubt, references to Obligations paid in full or similar phrases shall not include Obligations for contingent indemnification, expense reimbursement or similar obligations not then due and payable.

ARTICLE II

THE NOTES

Section 2.01The Notes.

(a)The Notes shall be substantially in the form attached as Exhibit A; provided, however, that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to

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comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes may be admitted to trading, or to conform to general usage.  The Notes shall be issuable in book-entry form and in accordance with Section 2.03 beneficial ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, however, that Notes purchased by Accredited Investors that are not Qualified Institutional Buyers will be delivered in fully registered, certificated form (“Definitive Notes”).  The Notes shall be issued in minimum denominations of $25,000 and in any whole dollar denomination in excess thereof; provided, however, that (i) Tax Restricted Notes shall be issued in the minimum denominations specified in the relevant Series Supplement and (ii) in accordance with Section 2.03, Notes (other than Tax Restricted Notes) issued in registered form to Accredited Investors that are not Qualified Institutional Buyers shall be issued in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

(b)The Notes shall be executed by manual signature by an authorized officer of the Issuer.  Notes bearing the manual signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.  No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.  All Notes shall be dated the date of their authentication.

(c)The aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture shall be unlimited.

Section 2.02Registration of Transfer and Exchange of Notes.

(a)The Issuer may, at its own expense, appoint any Person with appropriate experience as a securities registrar to act as Note Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Note Registrar, the Indenture Trustee agrees to act in such capacity in accordance with the terms hereof.  The Note Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Indenture Trustee, and the provisions of Sections 11.01, 11.02, 11.03, 11.04, 11.05(b), and 11.05(c) shall apply to the Note Registrar to the same extent that they apply to the Indenture Trustee and with the same rights of recovery.  Any Note Registrar appointed in accordance with this Section 2.02(a) may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Indenture Trustee, the Servicer and the Issuer.  The Issuer may at any time terminate the agency of any Note Registrar appointed in accordance with this Section 2.02(a) by giving written notice of termination to such Note Registrar, with a copy to the Servicer.

At all times during the term of this Indenture, there shall be maintained at the office of the Note Registrar a Note Register in which, subject to such reasonable regulations as

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the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided.  The Issuer, the Servicer and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

Upon written request of any Noteholder of record made for purposes of communicating with other Noteholders with respect to their rights under the Indenture (which request must be accompanied by a copy of the communication that the Noteholder proposes to transmit), the Note Registrar, within thirty (30) days after the receipt of such request, must afford the requesting Noteholder access during normal business hours to, or deliver to the requesting Noteholder a copy of, the most recent list of Noteholders held by the Note Registrar.  Every Noteholder, by receiving such access, agrees with the Note Registrar and the Indenture Trustee that neither the Note Registrar nor the Indenture Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder, regardless of the source from which such information was derived.

(b)No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. No transfer, sale, pledge or other disposition of any Tax Restricted Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is otherwise made in accordance with Section 2.02(k).

If a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c)), the Note Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached hereto as Exhibit B-4 or Exhibit B-5 and a certificate from the prospective Transferee substantially in the form attached hereto as Exhibit B-2 or Exhibit B-3; or (ii) an Opinion of Counsel satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Parent, the Guarantor, the Obligors, the Servicer, the Indenture Trustee, the Manager or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based.

If a transfer of any interest in a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and is acquiring a Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are qualified institutional buyers). Except as provided in the following two paragraphs, no interest in a

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Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Note.

Notwithstanding the preceding paragraph, any interest in a Rule 144A Global Note for a Class of Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) such certifications or opinions as are contemplated by the second paragraph of this Section 2.02(b) and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note.  Upon delivery to the Note Registrar of the certifications or opinions contemplated by the second paragraph of this Section 2.02(b), the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note, and shall cause a Definitive Note of the same Class as such Rule 144A Global Note, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Note, to be executed, authenticated and delivered in accordance with this Indenture to the applicable Transferee.

Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note.  On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to obtain from such Note Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit B-1 certifying that such Transferee is not a U.S. Person (as defined under Regulation S).  On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream.  The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.

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Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the Rule 144A Global Notes for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Neither the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest therein without registration or qualification.  Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Parent, the Manager, the Guarantors, the Obligors, the Initial Purchasers, the Indenture Trustee, the Manager, the Backup Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws.

(c)No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the following provisions of this Section 2.02(c). Any attempted or purported transfer of a Note in violation of this Section 2.02(c) will be null and void and vest no rights in any purported Transferee.

The Note Registrar shall refuse to register the transfer of a Note that constitutes a Definitive Note or a transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note, unless it has received from the prospective Transferee a certification that either:

(i)such prospective Transferee is not acquiring such Note (or any interest therein) with the assets of any Plan; or

(ii)such acquisition and holding by such Transferee of such Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Laws.

It is hereby acknowledged that either of the forms of certification attached hereto as Exhibits B-2 and B-3 is acceptable for purposes of clauses (i) and (ii) of the preceding

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sentence.  If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in this Section 2.02(c), the prospective Transferee of such Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) it is not acquiring such Note (or any interest therein) with the assets of any Plan or (ii) such acquisition and holding by such Transferee will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Laws.

(d)If a Person is acquiring a Note as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Note Registrar to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the applicable foregoing acknowledgments, representations, warranties, certifications or agreements with respect to each such account as set forth in subsections (b), (c), (d) or (k), as appropriate, of this Section 2.02.

(e)Subject to the preceding provisions of this Section 2.02, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, one or more new Notes of authorized denominations of the same Class and Series evidencing a like aggregate Percentage Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees, in accordance with Section 2.01(b).

(f)At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of the same Class and Series evidencing a like aggregate principal balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose.  Whenever any Notes are so surrendered for exchange, the Notes which the Noteholder making the exchange are entitled to receive shall be executed, authenticated and delivered in accordance with Section 2.01(b).

(g)Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to, the Note Registrar duly executed by the Noteholder thereof or his attorney duly authorized in writing.

(h)No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(i)All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(j)The Note Registrar shall provide to each of the other parties hereto, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

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(k)Notwithstanding anything herein to the contrary, any beneficial interest in any Tax Restricted Note may be transferred (directly or indirectly) only if (i) the Transferor of such beneficial interest notifies the Note Registrar in writing of its intention to Transfer such beneficial interest and (ii) such notice (1) identifies the Transferee, (2) contains a transfer certificate executed by the Transferee substantially in the form provided in the Series Supplement for such Series), (3) contains any other information reasonably requested by the Note Registrar and (4) is delivered to the Issuer, the Note Registrar and the independent public accountants of the Issuer.  Notwithstanding anything herein to the contrary, no transfer of any beneficial interest in any Tax Restricted Note of a Series shall be permitted if such transfer would result in there being collectively more than the number of Persons specified in the applicable Series Supplement that may be beneficial holders of Tax Restricted Notes.  Any purported sales or Transfers of any beneficial interest in a Tax Restricted Note to a Transferee which does not comply with the requirements of this paragraph shall be null and void ab initio.

Section 2.03Book-Entry Notes.

(a)Each Class and Series of Notes shall initially be issued as one or more Notes registered in the name of the Depositary or its nominee, except for Definitive Notes initially issued to Accredited Investors as provided in Section 2.01(a), and, except as provided in Section 2.03(c), transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depositary (or a nominee of such successor Depositary) that agrees to hold such Notes for the respective Note Owners with Ownership Interests therein.  Such Note Owners shall hold and, subject to Sections 2.02(b), 2.02(c) and 2.02(k), transfer their respective ownership interests in and to such Notes through the book-entry facilities of the Depositary and, except as provided in Section 2.03(c), shall not be entitled to Definitive Notes in respect of such ownership interests.  Notes of each Class and Series of Notes initially sold in reliance on Rule 144A shall be represented by the Rule 144A Global Note for such Class and Series, which shall be deposited with the DTC Custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.  Notes of each Class and Series of Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Global Note for such Class and Series, which shall be deposited with the Indenture Trustee as custodian for the Depositary; it being understood that at no time may any Series and Class of Notes that are designated as Tax Restricted Notes be sold in reliance on Regulation S or sold to any Person who is not a U.S. Person.  All transfers by Note Owners of their respective ownership interests in the Book-Entry Notes shall be made in accordance with the procedures established by the DTC Participant or brokerage firm representing each such Note Owner.  Each DTC Participant shall only transfer the ownership interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depositary’s normal procedures.

(b)The Issuer, the Servicer, the Indenture Trustee and the Note Registrar shall for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depositary as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Noteholders hereunder.  The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the DTC Participants and indirect participating brokerage firms representing such Note Owners.  Multiple requests and directions from, and votes of, the

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Depositary as holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners.  The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Depositary of such record date.

(c)Notes initially issued in book-entry form will thereafter be issued as Definitive Notes to applicable Note Owners or their nominees, rather than to DTC or its nominee, only (i) if the Issuer advises the Indenture Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Notes and the Issuer is unable to locate a qualified successor or (ii) in connection with the transfer by a Note Owner of an interest in a Global Note to an Accredited Investor that is not a Qualified Institutional Buyer.  Upon the occurrence of the event described in clause (i) of the preceding sentence, the Indenture Trustee will be required to notify, in accordance with DTC’s procedures, all DTC Participants (as identified in a listing of DTC Participant accounts to which each Class and Series of Book-Entry Notes is credited) through DTC of the availability of such Definitive Notes.  Upon surrender to the Note Registrar of any Class of Book-Entry Notes (or any portion of any Class thereof) by the Depositary, accompanied by re-registration instructions from the Depositary for registration of transfer, Definitive Notes in respect of such Class (or portion thereof) and Series shall be executed and authenticated in accordance with Section 2.01(b) and delivered to the Note Owners identified in such instructions.  None of the Obligors, the Servicer, the Indenture Trustee or the Note Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Notes, subject to the conditions and restrictions contained in Section 2.02.

Section 2.04Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Note Registrar, or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Registrar such security or indemnity as may be reasonably required by them to hold each of them harmless, then, in the absence of actual notice to the Indenture Trustee or the Note Registrar that such Note has been acquired by a bona fide purchaser, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same Class and Series and of like Note Principal Balance shall be executed, authenticated and delivered in accordance with Section 2.01(b).  Upon the issuance of any new Note under this Section 2.04, the Indenture Trustee and the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Indenture Trustee and the Note Registrar) connected therewith.  Any replacement Note issued pursuant to this Section 2.04 shall constitute complete and indefeasible evidence of ownership such Note, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time.

Section 2.05Persons Deemed Owners.  Prior to due presentment for registration of transfer, the Obligors, the Servicer, the Indenture Trustee and any agent of any of them may

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treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments pursuant to Article V and for all other purposes whatsoever, and neither the Obligors, the Servicer, the Indenture Trustee, the Note Registrar or any agent of any of them shall be affected by notice to the contrary.

Section 2.06Certification by Note Owners.

(a)Each Note Owner is hereby deemed, by virtue of its acquisition of an ownership interest in the Book-Entry Notes, to agree to comply with the transfer requirements of Section 2.02(c) and, if applicable, Section 2.02(k).

(b)To the extent that under the terms of this Indenture it is necessary to determine whether any Person is a Note Owner, the Indenture Trustee may conclusively rely on a certificate of such Person in such form as shall be reasonably acceptable to the Indenture Trustee and shall specify the Class, Series and Note Principal Balance of the Book-Entry Note beneficially owned; provided, however, that none of the Indenture Trustee or the Note Registrar shall knowingly recognize such Person as a Note Owner if such Person, to the actual knowledge of a Responsible Officer of the Indenture Trustee or the Note Registrar, as the case may be, acquired its ownership interest in a Book-Entry Note in violation of Section 2.02(c) or 2.02(k), or if such Person’s certification that it is a Note Owner is in direct conflict with information actually known by, or made known in writing to, the Indenture Trustee or the Note Registrar, with respect to the identity of a Note Owner.  The Indenture Trustee and the Note Registrar shall afford any Person providing information with respect to its Note Ownership of any Book-Entry Note an opportunity to resolve any discrepancies between the information provided and any other information available to the Indenture Trustee or the Note Registrar, as the case may be.  If any request would require the Indenture Trustee to determine the beneficial owner of any Note, the Indenture Trustee may condition its making such a determination on the payment by the applicable Person of any and all costs and expenses incurred or reasonably anticipated to be incurred by the Indenture Trustee in connection with such request or determination.

Section 2.07Notes Issuable in Series.

The Notes may be issued in one or more Series. Each Series shall be issued pursuant to a Series Supplement (it being understood that a single Series Supplement may provide for more than one Series). There shall be established in one or more Series Supplements, prior to the issuance of Notes of any Series:

(i)the title of the Notes of such Series (which shall distinguish the Notes of such Series from Notes of other Series);

(ii)any limit upon the aggregate principal balance of the Notes of such Series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such Series pursuant to Section 2.04 or 2.06);

(iii)the Class A Monthly Amortization Amounts, if any, for Class A Notes of such Series and the date or dates on which the principal of the Notes of such Series is payable;

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(iv)the rate or rates at which the Notes of such Series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable (in each to the extent such items are not specified herein or if specified herein to the extent such items are modified by such Series Supplement);

(v)whether such Series has a Site Acquisition Period and, if so, the funded amount of the related Site Acquisition Account, the expiration date of the related Site Acquisition Period, the funded amount of the related Yield Maintenance Reserve Account and the Minimum Yield applicable to such Series;

(vi)what action by the Issuer is necessary to satisfy the condition of obtaining or delivering a Rating Agency Confirmation hereunder from the applicable Rating Agencies (including, if applicable, any notice related information for such Rating Agencies);

(vii)if such Series includes the issuance of Tax Restricted Notes, the form of Tax Restricted Notes, the form of Transfer Certificate with respect to the Tax Restricted Notes and the maximum number of beneficial holders of Tax Restricted Notes of such Series for purposes of Section 2.02(k) and the minimum denominations of each Class of such Tax Restricted Notes of such Series; and

(viii)any other terms of such Series (which terms shall not be inconsistent with the provisions of this Indenture except to the extent that such Series Supplement also constitutes an amendment of this Indenture pursuant to Article XIII).

The Notes of a Series may have more than one settlement or issue date.  The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the Initial Closing Date, shall satisfy the requirements of Section 2.12(c) as of the date of issuance.

The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders for all Series and Classes of Tax Restricted Notes then outstanding, collectively with the aggregate number of beneficial owners of the equity interest in the Issuer or other interests that may be treated as equity of the Issuer, to exceed 90 (ninety).

Section 2.08Principal Amortization.  Prior to the Anticipated Repayment Date for a Series, unless an Amortization Period commences, no principal shall be required to be paid with respect to such Series, except as provided in Section 2.09.  During an Amortization Period or after and during the continuance of an Event of Default, Excess Cash Flow shall be applied on each Payment Date as set forth in Section 5.01(a)(x).  The Class Principal Balance of each Class of Notes, to the extent not earlier paid, shall be due and payable in its entirety on the Rated Final Payment Date for such Class.

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Section 2.09Prepayments.

(a)The Issuer may not prepay the Notes in whole or in part except as expressly set forth in this Indenture.  Prior to the end of the Prepayment Lockout Period of a Series, the Issuer may not optionally prepay the Notes of such Series in whole or in part unless such prepayment on the Notes of such Series is made on any Payment Date (i) in accordance with Section 7.06, (ii) in accordance with Section 7.04(c) or (iii) as provided in Section 2.09(b) or (c); provided that in connection with any such Prepayment, the Issuer shall pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date.  From and after the end of the Prepayment Lockout Period of a Series, the Issuer may prepay the Notes of such Series in whole or in part at any time and from time to time at its option; provided that such prepayment is accompanied by any applicable Prepayment Consideration and, if such prepayment occurs on any day other than a Payment Date, is accompanied by payment of interest that would have accrued on the principal amount prepaid through the last day of the then current Interest Accrual Period.

(b)In connection with each disposition of a Tenant Site Asset as contemplated by Section 7.29, if and to the extent required thereunder, the Issuer shall prepay the Notes in an amount equal to the Release Price for such disposed Tenant Site Asset (and pay the current obligations of the Indenture Trustee and the Servicer, along with the Indenture Trustee Fee, Servicing Fee and Other Servicing Fees, in each case to the extent sufficient funds have not been deposited in the Collection Account for distribution on the applicable Payment Date) together with any applicable Prepayment Consideration.  Any funds remaining in the Liquidated Site Replacement Account that are required to be applied to prepay the Notes shall be applied, first, to pay the Servicer and the Indenture Trustee all amounts then due to each of them hereunder and under the other Transaction Documents (including outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents), and second, to prepay the Notes with, subject to Section 2.09(e), any applicable Prepayment Consideration.

(c)On the Payment Date following the end of the Site Acquisition Period for a Series of Notes, if any funds remain in the Site Acquisition Account for such Series of Notes, the Indenture Trustee shall transfer such funds to the Collection Account and the Notes of such Series will be paid in accordance with the priority set forth in the Series Supplement for such Series of Notes.

(d)Unless otherwise specified in the applicable Series Supplement for any Series of Notes Outstanding, partial prepayments made in conformity with the provisions of this Section 2.09 shall be applied to the Classes of all Notes of all Series in direct order of alphabetical Class designation; provided that (i) optional prepayments (other than prepayments funded by application of amounts on deposit in the Cash Trap Reserve Account) may be directed by the Issuer to be applied to the Notes of a particular Series in direct order of alphabetical designation without payment of any other Series of Notes Outstanding and (ii) prepayments made with funds remaining in the Site Acquisition Account for a Series of Notes at the end of the Site Acquisition Period for such Series of Notes shall be applied solely to the Notes of such Series pro rata based on the Note Principal Balance of each Note in such Series, without regard

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to the Classes of Notes (unless an Amortization Period is in effect or an Event of Default has occurred and is continuing, in which case the amount to be prepaid will be allocated within such Series in direct order of alphabetical designation).

(e)Except as otherwise provided below or in a Series Supplement for any Additional Notes, Prepayment Consideration will be payable in connection with any prepayment of the Notes prior to the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Notes, including in connection with (i) prepayments made in connection with dispositions of Tenant Site Assets pursuant to Section 7.29 and (ii) prepayments made from unreinvested proceeds of the condemnation of Tenant Site Assets pursuant to Section 7.06, in each case, that are made prior to the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Notes. Except as provided in the Series Supplement with respect to a Series of Notes, Prepayment Consideration is not payable in connection with (w) any prepayments made from Excess Cash Flow during an Amortization Period, (x) any prepayments made from Excess Cash Flow following and during the continuance of an Event of Default, (y) monthly payments based upon the Class A Monthly Amortization Amount for any Series of Notes or (z) any prepayment of the Notes on or after the first Payment Date that is twelve (12) months prior to the Anticipated Repayment Date applicable to such Note.  Any Prepayment Consideration due will be paid in accordance with the priorities set forth in Section 5.01(a).  Prepayment Consideration that is not paid when due if funds are not available to make such payment pursuant to Section 5.01(a) will not bear interest and the failure on the part of the Issuer to pay such Prepayment Consideration shall not constitute an Event of Default or otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) any additional rights or remedies.

(f)Commencing on the Payment Date specified in a Series Supplement for any Series of Class A Notes, and subject to the availability of funds for such purpose, a portion of the principal of the Class A Notes of such Series will be payable on each Payment Date in an amount equal to the Class A Monthly Amortization Amount for such Notes and such Payment Date as specified in the Series Supplement for such Series. Failure on the part of the Issuer to pay the entire Class A Monthly Amortization Amount for such Notes on any Payment Date, other than the Rated Final Payment Date, will not constitute an Event of Default or otherwise provide to the Noteholders (or the Indenture Trustee on behalf of the Noteholders) any additional rights or remedies.

Section 2.10Post-ARD Additional Interest.  Additional interest (“Post-ARD Additional Interest”) shall accrue with respect to a Note of a Series from and after the Post-ARD Period for such Series on the Note Principal Balance of each Note of such Series at a per annum rate (each, a “Post-ARD Additional Interest Rate”) equal to the rate determined by the Servicer to be the greater of (i) 5.0% per annum and (ii) the amount, if any, by which the sum of the following exceeds the Note Rate for such Note: (A) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Anticipated Repayment Date for such Series for such Note of the United States Treasury Security having a remaining term closest to 5 years plus (B) 5.00%, plus (C) the Post-ARD Note Spread applicable to such Note.  The Servicer shall provide written notice to the Indenture Trustee of the Post-ARD Additional Interest Rate.  In no event shall the Indenture Trustee be obligated to recalculate or verify the Post-ARD Additional Interest

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Rate.  The Post-ARD Additional Interest accrued for any Note of any Series will not be payable until the aggregate Class Principal Balance of all Notes of such Series and any other Series for which a Post-ARD Period has commenced has been reduced to zero, or is equal to, zero, and until such time, the Post-ARD Additional Interest will be deferred and added to any Post-ARD Additional Interest previously deferred and remaining unpaid (the “Deferred Post-ARD Additional Interest”).  Deferred Post-ARD Additional Interest will not bear interest.

Section 2.11Defeasance.

(a)At any time prior to the Payment Date that is twelve (12) months prior to the Anticipated Repayment Date of the outstanding Series of Notes with the latest Anticipated Repayment Date (such Payment Date, the “Defeasance Payment Date”), the Issuer may obtain the release from all covenants of this Indenture by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled Class A Targeted Amortization Amount payments due under the Transaction Documents with respect to all of the Notes then outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee and the Backup Manager, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the principal of the Notes on the related Defeasance Payment Date); provided that (i) prior to such Defeasance no Event of Default has occurred and is continuing and (ii) the Issuer shall pay or deliver on the date of such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance Date (and, if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Scheduled Defeasance Payments.  In addition, the Issuer shall deliver to the Servicer on behalf of the Indenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest on the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest, (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Date (or if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and Workout Fees, if any and (4) a Rating Agency Confirmation. The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Issuer under the Notes and the other Transaction Documents.

(b)If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee, with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee has been delivered to the Indenture Trustee and to transfer to that entity the pledged U.S. government securities.  The new entity shall assume the

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obligations of the Issuer under the Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents.  The Issuer shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations.

Section 2.12New Tenant Site Assets; Deferred Additional Tenant Site Assets; Additional Notes.

(a)From time to time the Issuer may add one or more Tenant Site Assets that it or an Asset Entity has acquired, and the related Tenant Leases, as additional collateral for the Notes.  Each such Tenant Site Asset may be so added by transferring such Tenant Site Asset to an existing Asset Entity or enabling an existing Asset Entity to acquire such Tenant Site Assets (each such Tenant Site Asset, an “Additional Tenant Site Asset”) or by designating one or more Additional Asset Entities that owns one or more Tenant Site Assets (each such Tenant Site Asset, an “Additional Obligor Tenant Site Asset”)) or, during a Site Acquisition Period, by obtaining funding for such Tenant Site Assets from a Site Acquisition Account; provided that in connection with each such addition the following conditions, as certified to the Servicer and the Indenture Trustee by the Manager in accordance with Section 2.12(d) are satisfied: (i) during a Special Servicing Period, the Servicer consents thereto, (ii) if any such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is, or owns, a Mortgaged Tenant Site Asset, the Issuer provides to the Indenture Trustee with respect thereto a Deed of Trust and a Title Policy with respect thereto ( provided that the Indenture Trustee and the Servicer shall have no obligation to review or verify the contents of such documents), (iii) the Issuer represents that it has conducted its customary environmental review with respect to such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset and that, based upon such review, it is not aware of any material environmental liabilities affecting such Tenant Site Asset, (iv) if such Tenant Site Asset is an Additional Obligor Tenant Site Asset, the Additional Asset Entity executes and delivers to the Indenture Trustee a Joinder Agreement (provided that the Indenture Trustee and the Servicer shall have no obligation to review such agreement), (v) after giving effect to such addition, the percentage of Annualized Revenue for all Additional Tenant Site Assets and Additional Obligor Tenant Site Assets that is attributable to Tenants that have an Investment Grade Rating is not less than 40.0% (the test in this clause (v) being the “Tenant Quality Test”) and (vi) the Manager delivers an updated schedule reflecting such Additional Tenant Site Assets to the Indenture Trustee, the Rating Agencies and the Servicer.  If such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset (or group of such Tenant Site Assets) is to be funded in whole or in part from the Site Acquisition Account for a Series of Notes, the Issuer will satisfy the following additional conditions: (a) if such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is a Prepaid Site, the remaining easement or purchase term for such Tenant Site Asset is not less than twenty (20) years, (b) no Amortization Period has occurred and is then continuing, (c) the amount of funds withdrawn from the Site Acquisition Account for a Series of Notes in respect of such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset (or group of such Tenant Site Assets) will not exceed the lesser of (A) the amount of the Tenant Site Asset Cost Basis for such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset (or group of such Tenant Site Assets) and (B) an amount that would cause the Yield (calculated for such Additional Tenant Site Asset or Additional Obligor Tenant Site Asset (or group of such Tenant Site Assets)) to be not less than the Minimum Yield specified in the Series Supplement for the relevant Series and (d) after giving

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effect to such acquisition: (A) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to Tenant Site Assets that are Prepaid Sites with Tenant Site Asset Original Terms, based on the length of time from the date on which such Tenant Site Asset was acquired by the respective Asset Entity to the latest date on which that Asset Agreement expires, not less than thirty (30) years or that are Fee Assets is not less than 80.0%, (B) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to Mortgaged Tenant Site Assets is not less than 95.0%, (C) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to Tenant Sites for which the related Tenant Site Assets would be senior as a matter of law to any recorded mortgage that encumbers the related Tenant Site or for which Non-Disturbance Agreements have been obtained is not less than 80.0%, (D) the weighted average annualized rent escalator for all Tenant Leases calculated on the basis of Annualized Revenues is not less than 3.1% per annum, (E) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to Verizon Wireless as a Tenant is not greater than 30.0%, (F) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to AT&T Wireless as a Tenant is not greater than 30.0%, (G) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to T-Mobile as a Tenant is not greater than 32.5%, (H) the percentage of Annualized Net Cash Flow for all Tenant Site Assets that is attributable to Sprint as a Tenant is not greater than 25.0%; and (I) the weighted average Final Remaining Tenant Lease Term with respect to all Tenant Leases is not less than seventeen (17) years.

(b)Notwithstanding anything to the contrary herein, the Issuer may from time to time contribute to an Asset Entity, or an Asset Entity may acquire, additional Tenant Site Assets and any related Tenant Leases without complying with the conditions set forth in Section 2.12(a) (each such Tenant Site Asset, a “Deferred Additional Tenant Site Asset”).  Such Deferred Additional Tenant Site Asset may thereafter be added by the Issuer as an Additional Tenant Site Asset (and shall thereafter cease to be a Deferred Additional Tenant Site Asset) in accordance with Section 2.12(a); provided that until such Deferred Additional Tenant Site Asset becomes an Additional Tenant Site Asset pursuant to Section 2.12(a), (i) Annualized Net Cash Flow attributable to such Deferred Additional Tenant Site Asset will be excluded from any determination of DSCR, (ii) such Deferred Additional Tenant Site Asset and any related Tenant Leases will be excluded from any calculation of the Tenant Quality Test and (iii) such Deferred Additional Tenant Site Asset and any related Tenant Leases will be excluded from the covenants and representations relating to the Tenant Site Assets and the Tenant Leases (including compliance with Section 7.29 related to any disposition of a Deferred Additional Tenant Site Asset or requirement of any prepayment in connection with such disposition pursuant to Section 2.09(b)).

(c)The Issuer may at any time and from time to time issue additional Notes (“Additional Notes”) pursuant to a Series Supplement in one or more Classes; provided that if any Notes (other than the Additional Notes) will remain outstanding after the issuance of such Additional Notes (such Notes, the “Continuing Notes”) the following conditions shall have been satisfied with respect to such issuance: (a) the Additional Notes of a particular Class shall rank pari passu with, and be rated the same as, the Continuing Notes, if any, of the Class of Notes bearing the same alphabetical Class designation (regardless of Series or date of issuance); (b) such Additional Notes may have other characteristics different than the Continuing Notes, but except with respect to Variable Funding Notes, must have an Anticipated Repayment Date which

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is later than the Anticipated Repayment Date for any Series of Continuing Notes; (c) the DSCR after giving effect to such issuance (and any concurrent acquisition of any Additional Tenant Site Assets or Additional Obligor Tenant Site Assets and any concurrent repayment of Notes) is equal to or greater than 2.0 to 1; (d) a Rating Agency Confirmation is obtained with respect to each Series of Notes that will remain outstanding after the issuance of such Additional Notes; and (e) the Issuer receives an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to the effect that the issuance of such Additional Notes will not, for United States federal income tax purposes, (x) cause any of the Continuing Notes to be deemed to have been exchanged for a new debt instrument, (y) cause the Issuer to be taxable as other than a partnership or disregarded entity or (z) cause any of the Continuing Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness. Such Additional Notes will rank senior to Continuing Notes with a lower alphabetical designation, will rank pari passu with Continuing Notes having the same alphabetical designation, and will rank subordinate to Continuing Notes with a higher alphabetical designation. Variable Funding Notes of a Series may have an Anticipated Repayment Date that is earlier than the Anticipated Repayment Date for any other Series of Notes. In the event that the outstanding principal balance of such Variable Funding Notes is not paid in full, extended or otherwise refinanced in full (including pursuant to a renewal of the commitments of such Variable Funding Notes) on or prior to the Anticipated Repayment Date for such Variable Funding Notes, no Amortization Period shall commence and no Event of Default shall occur, but the Issuer’s ability to borrow any additional amounts under such Variable Funding Notes will be terminated as described in the related Series Supplement relating to such Notes.

(d)In connection with the addition of any Additional Tenant Site Assets or Additional Obligor Tenant Site Assets pursuant to Section 2.12(a), the Manager shall deliver to the Indenture Trustee and the Servicer an Officer’s Certificate that includes (i) a certification that the applicable conditions of Section 2.12(a) have been satisfied, (ii) if such Tenant Site Assets are to be funded in whole or in part from a Site Acquisition Account, a calculation of the Yield and the Tenant Site Asset Cost Basis together with the amount of funds to be released from such Site Acquisition Account in connection with such addition and (iii) the amount of any related Additional Tenant Site Assets Advance Rents Deposit. The Servicer shall provide a confirmation to the Indenture Trustee of the mathematical accuracy of the certification provided by the Manager pursuant to Section 2.12(a).  Upon receipt of such certificate by the Indenture Trustee, the Indenture Trustee shall (i) transfer an amount equal to the Additional Tenant Site Assets Advance Rents Deposit from the applicable Site Acquisition Account to the Advance Rents Reserve Account and (ii) transfer the amount of funds specified in the certificate to be released from the applicable Site Acquisition Account (less the amount of such Additional Tenant Site Assets Advance Rents Deposit) to the Issuer or its order.

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ARTICLE III

ACCOUNTS

Section 3.01Establishment of Collection Account, Site Acquisition Accounts, Reserve Accounts and Liquidated Site Replacement Account.

(a)On or before the Initial Closing Date, an Eligible Account shall be established by the Issuer to serve as the collection account (such account, and any account replacing the same in accordance with this Indenture and the Cash Management Agreement, the “Collection Account”; and the depositary institution in which the Collection Account is maintained, the “Collection Account Bank”).  On or before the Closing Date for any Series of Notes for which a Site Acquisition Account is established, an Eligible Account shall be established by the Issuer to serve as the Site Acquisition Account for such Series of Notes (the depositary institution in which such Site Acquisition Account is maintained, the “Site Acquisition Account Bank”).  The Issuer shall also establish the Reserve Accounts, which accounts are more particularly described in the Cash Management Agreement.  The Issuer shall also establish the Liquidated Site Replacement Account, which account is more particularly described in the Cash Management Agreement.  The Collection Account, the Reserve Accounts, the Liquidated Site Replacement Account and each Site Acquisition Account shall be non-interest bearing segregated trust accounts under the sole dominion and control of the Indenture Trustee (which dominion and control may be exercised by the Servicer as provided in Section 2.01 of the Servicing Agreement or other designee of the Indenture Trustee); and except as expressly provided hereunder or in the Cash Management Agreement, the Obligors shall not have the right to control or direct the investment or payment of funds therein.  The Obligors may elect to change any financial institution in which the Collection Account, the Liquidated Site Replacement Account or any Site Acquisition Account shall be maintained if such institution is no longer an Eligible Bank, subject to the immediately preceding sentence.

(b)The Issuer shall pay all reasonable out-of-pocket costs and expenses incurred by the Indenture Trustee in connection with the transactions and other matters contemplated by this Section 3.01, including the Indenture Trustee’s reasonable attorneys’ fees and expenses, and all reasonable fees and expenses of the Collection Account Bank, the Liquidated Site Replacement Account and each Site Acquisition Account Bank, including their reasonable attorneys’ fees and expenses.

Section 3.02Deposits to Collection Account.  The Issuer shall cause all amounts on deposit in the Lock Box Account attributable to the Tenant Site Assets (other than Shared Rent which shall be transferred at the direction of the Manager) to be transferred to the Indenture Trustee for deposit into the Collection Account within two Business Days of receipt thereof.  It is understood that standing instructions to the banks that hold the related Lock Box Account and Collection Account shall be deemed to satisfy the requirements of this Section 3.02; provided, further, that the Indenture Trustee shall not be responsible for monitoring the Lock Box Account or Collection Account and all fees, expenses and indemnity amounts payable to any entity that is holding such Lock Box Account or Collection Account shall, with respect to such account, be treated as costs and expenses borne by the Issuer and paid as Additional Issuer Expenses.

Section 3.03Withdrawals from Collection Account.  The Indenture Trustee may, from time to time and in accordance with the direction of the Servicer (except to pay or reimburse itself for any fees, expenses or indemnity amounts owed to it), make withdrawals from the Collection Account as necessary for the following purposes and without regard to the priorities set forth in Article V: (a) to pay to itself the Indenture Trustee Fee, (b) to pay to the persons entitled thereto any amounts deposited in error and (c) to clear and terminate the

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Collection Account on or after the date there are no Notes Outstanding.  The Indenture Trustee may, from time to time in accordance with the direction of the Manager, without regard to the priorities set forth in Article V, to make withdrawals from the Collection Account to pay Shared Rent at the direction of the Manager. During an Amortization Period or if an Event of Default has occurred and is continuing, the Indenture Trustee may, from time to time and in accordance with the direction of the Servicer, without regard to the priorities set forth in Section 5.01(a), make withdrawals from the Collection Account to pay or reimburse the Servicer and the Indenture Trustee for unreimbursed Advances, including Advance Interest thereon, and other amounts then due to the Servicer, the Backup Manager and the Indenture Trustee under the Transaction Documents.

Section 3.04Application of Funds in Collection Account.  Funds in the Collection Account shall be applied or allocated to the Reserve Accounts in accordance with Section 5.01(a) of this Indenture and Section 3.03 of the Cash Management Agreement; provided that amounts on deposit in the Collection Account on any Payment Date which were received in the preceding Collection Period but are attributable to amounts due from a Tenant in a succeeding Collection Period shall remain in the Collection Account and not be deemed to be available for distribution until the Payment Date following the Collection Period in which such amounts were due from such Tenant. The amount available on each Payment Date to be so distributed is referred to as “Available Funds” on such Payment Date.

Section 3.05Application of Funds after Event of Default.  During the continuance of any Event of Default, notwithstanding anything to the contrary in this Article III, either the Servicer (acting on behalf of the Indenture Trustee) or the Indenture Trustee (at the written request of the Servicer) may, in its sole discretion and in accordance with Section 4.01(b), apply any and all funds on deposit in the Collection Account on the last day of the immediately preceding Collection Period or the Reserve Accounts (other than any Site Acquisition Account) and all other cash reserves held by or on behalf of the Indenture Trustee against all or any portion of any of the Obligations in accordance with the priorities set forth in Article V.

ARTICLE IV

RESERVES

Section 4.01Security Interest in Reserves; Other Matters Pertaining to Reserves.

(a)The Obligors hereby grant to the Indenture Trustee a security interest in and to all of the Obligors’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the other Transaction Documents.  The Reserves constitute Account Collateral and are subject to the security interest in favor of the Indenture Trustee created herein and all provisions of this Indenture and the other Transaction Documents pertaining to Account Collateral. Income realized from the investment of funds in any Site Acquisition Account shall be paid to, or at the direction of, the Issuer on each Payment Date.  All Permitted Investments will mature no later

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than one Business Day prior to each Payment Date or otherwise when such funds are required to be distributed pursuant to Section 5.01.

(b)In addition to the rights and remedies provided in Article III and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, the Servicer (acting on behalf of the Indenture Trustee) shall have all rights and remedies pertaining to the Reserves as are provided for in any of the Transaction Documents or under any applicable law.

Section 4.02Funds Deposited with Indenture Trustee.

(a)Permitted Investments; Return of Reserves to Obligors.  Unless otherwise expressly provided herein, all funds of the Obligors which are deposited with the Collection Account Bank as Reserves or with any Site Acquisition Account Bank hereunder shall be invested by such institution in one or more Permitted Investments at the direction of the Manager in accordance with the Cash Management Agreement and any investment income with respect thereto shall be credited to the related Reserve Account or the applicable Site Acquisition Account, as the case may be.  After repayment of all of the Obligations, all funds held as Reserves will be promptly returned to, or as directed by, the Issuer.

(b)Funding at Closing.  The Issuer shall deposit with the Indenture Trustee the amounts necessary to fund each of the Reserves and each Site Acquisition Account as set forth below.  Deposits into the Reserves or any Site Acquisition Account on any Closing Date may occur by deduction from the amount of proceeds of the issuance of the Notes on such Closing Date that otherwise would be disbursed to the Issuer, followed by deposit of the same into the applicable Reserve Account or Site Acquisition Account, as the case may be, in accordance with the Cash Management Agreement on such Closing Date.  Notwithstanding such deductions, such Notes shall be deemed for all purposes to be issued in full on the Closing Date.

Section 4.03Impositions and Insurance Reserve.  The Indenture Trustee shall, at the written direction of the Manager, deposit from Collections available for such purpose under Article V on the Initial Closing Date and each Payment Date, the amount required to be on deposit in the Impositions and Insurance Reserve Account which will be an amount equal to all Impositions and Insurance Premiums that the Manager reasonably estimates (provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for the Tenant Site Assets) will be payable with respect to the Tenant Site Assets during the immediately succeeding Collection Period (said funds, together with any interest thereon and additions thereto, the “Impositions and Insurance Reserve”); provided that the Obligors will not be required to deposit or hold any funds in the Impositions and Insurance Reserve Account on the Initial Closing Date or any Payment Date unless the Manager reasonably estimates that the amount of such Impositions and insurance premiums for the immediate succeeding Collection Period will exceed $10,000. The Impositions and Insurance Reserve Account will not be funded on the Initial Closing Date.

Section 4.04Advance Rents Reserve.  On the Initial Closing Date, the Issuer shall deposit with the Collection Account Bank $955,000.  Pursuant to the Cash Management Agreement, the Asset Entities will deposit, or instruct the Collection Account Bank to deposit, (a) the Annual Advance Rents Reserve Deposit, (b) the Semi-Annual Advance Rents Reserve

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Deposit, (c) the Quarterly Advance Rents Reserve Deposit and (d) in connection with the acquisition of Additional Tenant Site Assets or Additional Obligor Tenant Site Assets funded from the Site Acquisition Account for a Series of Notes, an amount equal to the product of (i) the number of months remaining prior to the commencement of payment of Rents to the relevant Asset Entity under the Tenant Leases for such Tenant Site Assets and (ii) the amount of monthly rent due under the Tenant Leases for such Tenant Site Assets (the “Additional Tenant Site Assets Advance Rents Deposit”), with the amounts deposited pursuant to clauses (a), (b) and (c) subject to adjustment based on the late payments made by Tenants. Such amounts shall be deposited into a Reserve Account (said Reserve Account, the “Advance Rents Reserve Account,” and said funds, the “Advance Rents Reserve”) for deposit of such Advance Rents Reserve Deposit and such Advance Rents Reserve Deposit shall be held, allocated and disbursed in accordance with the terms and conditions of the Cash Management Agreement. The Advance Rents Reserve Amount shall not include Shared Rent.

Section 4.05Cash Trap Reserve.  If a Cash Trap Condition shall occur when neither an Amortization Period nor a Post-ARD Period is then in effect and no Event of Default has occurred and is continuing, then, from and after the date that it is determined that a Cash Trap Condition has occurred (as set forth in the Servicing Report) and for so long as such Cash Trap Condition continues to exist (and no Amortization Period is in effect or Post-ARD Period has commenced and no Event of Default has occurred or is continuing), the Available Funds remaining after the distribution pursuant to Section 5.01(a)(vii) (except as otherwise expressly provided below) shall be deposited with the Indenture Trustee and held in a Reserve Account (the “Cash Trap Reserve Account”) in accordance with the terms of the Cash Management Agreement and this Indenture (such funds, together with any interest thereon, the “Cash Trap Reserve”).  Prior to the commencement of an Amortization Period or a Post-ARD Period, if such Cash Trap Condition ceases to exist and if no Event of Default has occurred and is continuing, any funds then on deposit in the Cash Trap Reserve Account shall be released to the Issuer.  On the first Payment Date to occur on or after the commencement of an Amortization Period or a Post-ARD Period or after the occurrence of an Event of Default that is then continuing or on any other Payment Date at the election of the Issuer, all funds on deposit in the Cash Trap Reserve Account shall be transferred to the Collection Account and applied on such Payment Date in accordance with Article V.

Section 4.06Yield Maintenance Reserve Accounts.  On any Closing Date for a Series of Notes for which a Site Acquisition Account is established, the Issuer shall deposit with the Collection Account Bank for credit to the Yield Maintenance Reserve Account for such Series of Notes the amount specified in the relevant Series Supplement to reserve for each Series funds equal to the amount of interest that will accrue on such Notes of that Series for the period commencing on the Closing Date for such Series of Notes and ending on the Payment Date following the end of the Site Acquisition Period for Notes of such Series on a portion of the Notes of such Series equal to the amount then on deposit in such Site Acquisition Account based on the weighted average of the Note Rates for such Series on such Closing Date, as such amount may thereafter be reduced from time to time when funds are released from the Site Acquisition Account for a Series in accordance with Section 2.12(d) or when the principal amount of such Notes is reduced.  On each Payment Date, in accordance with the Servicer’s written direction, the Indenture Trustee shall withdraw an amount equal to the Yield Maintenance Amount for each Series of Notes from the Yield Maintenance Reserve Account for that Series in accordance with

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Section 5.01(b). There will be no Yield Maintenance Reserve Account established on the Initial Closing Date.

ARTICLE V

ALLOCATION OF COLLECTIONS; PAYMENTS TO NOTEHOLDERS

Section 5.01Allocations and Payments.

(a)On each Payment Date, funds available in the Collection Account attributable to the related Collection Period will be applied by the Indenture Trustee in accordance with the Servicing Report in the following order of priority (in each case to the extent of Available Funds in the Collection Account on such day after taking into account allocations and payments of a higher priority but subject to the rights of the Servicer and the Indenture Trustee pursuant to Section 3.03):

(i)to the Advance Rents Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.04 to deposit into such account on such Payment Date;

(ii)to the Impositions and Insurance Reserve Account, until such account contains an amount equal to the amount that the Obligors are required pursuant to Section 4.03 to deposit into such account on such Payment Date;

(iii)in the following order, first, pro rata to the Indenture Trustee and the Servicer in an amount equal to the Indenture Trustee Fee, Servicing Fee, and Other Servicing Fees due on such Payment Date (or that remain unpaid from prior Payment Dates), then to the Backup Manager in an amount equal to the Transition Fee, if any, due on such Payment Date, then, pro rata, to the Indenture Trustee and the Servicer in respect of unreimbursed Advances, including Advance Interest thereon, and then to the payment of other Additional Issuer Expenses due on such Payment Date (or that remain unpaid from prior Payment Dates);

(iv)to the Holders of each Class of Notes in direct order of alphabetical designation, in respect of interest pro rata based on the amount of Accrued Note Interest of each such Note of such Class on such Payment Date, up to an amount equal to the Accrued Note Interest of such Class of Notes for such Payment Date (or that remains unpaid from prior Payment Dates) (minus, with respect to each applicable Series of Notes, the Yield Maintenance Amount (if any) for such Series of Notes for such Payment Date, such reduction to be allocated among the Notes of such Series pro rata based on the Accrued Note Interest of each such Note of such Series on such Payment Date);

(v)to the Obligors, until the Obligors have received an amount equal to the Monthly Operating Expense Amount for the current Collection Period and, to the extent not previously paid, for all prior Collection Periods;

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(vi)to the Manager, the amount necessary to pay the accrued and unpaid Management Fee for the preceding Collection Period and, to the extent not previously paid, for all prior Collection Periods;

(vii)to the Obligors, the amount necessary to pay Operating Expenses of the Asset Entities for the current Collection Period in excess of the Monthly Operating Expense Amount that has been approved by the Servicer, if any;

(viii)if a Cash Trap Condition has occurred and is continuing and neither an Amortization Period nor a Post-ARD Period is then in effect and no Event of Default has occurred and is continuing, any amounts remaining will be deposited into the Cash Trap Reserve Account;

(ix)if neither an Amortization Period nor a Post-ARD Period is then in effect and no Event of Default has occurred and is continuing first, to the holders of any Class A Notes of any Series for which a Class A Monthly Amortization Amount is due on such Payment Date, pro rata, based on the Class A Monthly Amortization Amount of each such Note on such Payment Date, an amount up to the Class A Monthly Amortization Amount applicable thereto, and second, if an Additional Principal Payment Amount is due on such Payment Date to one or more Series, to the Holders of Notes in such Series in direct order of alphabetical designation of the Classes in such Series, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class and Series on such Payment Date (but subject, in the case of a payment attributable to funds distributed from a Site Acquisition Account, to the provisions in Section 2.09(c) and Section 5.02), up to an amount equal to such Additional Principal Payment Amount;

(x)during an Amortization Period or during the continuation of an Event of Default, to the Holders of each Class of Notes in direct order of alphabetical designation, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class, the then unpaid Class Principal Balance of the outstanding Notes of such Class, except that funds from a Site Acquisition Account will be distributed according to Section 2.09(d) and Section 3.05;

(xi)during a Post-ARD Period with respect to any Series of Notes, to the Holders of all Classes of such Series of Notes that are then in a Post-ARD Period in direct order of alphabetical designation, in respect of principal pro rata based on the Note Principal Balance of each such Note of such Class of such Series on such Payment Date, up to an amount equal to the aggregate principal balance of such Class of Notes of such Series;

(xii)during a Post-ARD Period with respect to any Series of Notes, to the Holders of all such Series of Notes that are in a Post-ARD Period in direct order of alphabetical designation of each Class of such Series, first pro rata based upon the amount of Post-ARD Additional Interest due with respect to the Interest Accrual Period just ended, to the payment of such Post-ARD Additional Interest due on Notes of such Class and then, pro rata based on the amount of Deferred Post-ARD Additional Interest

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due with respect to all prior Interest Accrual Periods, to the payment of such Deferred Post-ARD Additional Interest due on Notes of such Class;

(xiii)to the Holders of each Class of Notes in direct order of alphabetical designation, any unpaid Prepayment Consideration, pro rata based on the amount of Prepayment Consideration then due in respect of the Notes of such Class; and

(xiv)to pay any remaining amounts to, or at the direction of, the Issuer, including to the holders of the membership interests of the Issuer.

All such allocations by the Indenture Trustee shall be based on the information set forth in the Servicing Report.  In no event shall the Indenture Trustee have any obligation to recalculate or verify the information contained in the Servicing Report. For the avoidance of doubt, funds that have been deposited in the Lock Box Account during a Collection Period that are transferred to the Collection Account after the end of such Collection Period shall be deemed to be attributable to the Collection Period in which such funds were deposited into the Lock Box Account.

(b)On each Payment Date, in accordance with the Servicing Report, an amount equal to the Yield Maintenance Amount for each Series of Notes for the preceding Interest Accrual Period shall be withdrawn from the Yield Maintenance Reserve Account for such Series and shall be used, in addition to amounts allocated in accordance with clause (a)(iv) above, for payment to such Series and allocated to the Holders of each Class of Notes of such Series in direct order of alphabetical designation, in respect of interest pro rata based on the amount of Accrued Note Interest of each such Note of such Class remaining unpaid on such Payment Date after giving effect to payment of amounts available under clause (a)(iv) above, up to an amount equal to the Accrued Note Interest of such Class of Notes for such Payment Date (or that remains unpaid from prior Payment Dates) after giving effect to payment of amounts available under clause (a)(iv) above. On each Payment Date, other than any Payment Date occurring after, and during the continuance of, an Event of Default, after giving effect to any withdrawal in accordance with the preceding sentence, to the extent the remaining amount in the Yield Maintenance Reserve Account for a Series exceeds the amount necessary to fund that Yield Maintenance Amount for the remaining portion of the Site Acquisition Period for that Series, such excess shall be distributed to or at the direction of the Issuer.  On the Payment Date following the end of the Site Acquisition Period for a Series and after giving effect to any withdrawal in accordance with the preceding sentences, any remaining balance in the Yield Maintenance Reserve Account for the related Series shall be applied to pay any applicable Prepayment Consideration in connection with prepayments in connection with the end of the Site Acquisition Period for such Series (in accordance with Section 5.01(a)(xiv)) and the balance shall be paid to or at the direction of the Issuer.

(c)Except as otherwise provided below, all such payments made with respect to each Class of Notes on each Payment Date shall be made to the Holders of such Notes of record at the close of business on the related Record Date and, in the case of each such Holder, shall be made by wire transfer of immediately available funds to the account specified by the Noteholder at a bank or other entity having appropriate facilities therefor, if such Holder shall have provided the Indenture Trustee with wiring instructions no later than five (5) Business Days

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prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Payment Dates), and otherwise shall be made by check mailed to the address of such Holder as it appears in the Note Register.  The final payment on any Note will be made in like manner, but only upon presentation and surrender of such Note at the offices of the Note Registrar or such other location specified in the notice to Noteholders of such final payment.

(d)Each payment with respect to a Book-Entry Note shall be paid to the Depositary, as Holder thereof, and the Depositary shall be responsible for crediting the amount of such payment to the accounts of its DTC Participants in accordance with its normal procedures.  Each DTC Participant shall be responsible for making such payment to the related Note Owners that it represents and to each indirect participating brokerage firm for which it acts as agent.  Each such indirect participating brokerage firm shall be responsible for disbursing funds to the related Note Owners that it represents.  None of the parties hereto shall have any responsibility therefor except as otherwise provided by this Indenture or applicable law.  The Issuer shall perform its obligations under the Letters of Representations among the Issuer and the initial Depositary.

(e)The rights of the Noteholders to receive payments from the proceeds of the Collateral in respect of their Notes, and all rights and interests of the Noteholders in and to such payments, shall be as set forth in this Indenture.  Neither the Holders of any Class of Notes nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Notes in respect of amounts previously paid on the Notes in accordance with this Indenture.

(f)Except as otherwise provided herein, if the Indenture Trustee receives written notice that the final payment with respect to any Class of Notes will be made on the next Payment Date, the Indenture Trustee shall, as promptly as possible thereafter, mail to each Holder of such Class of Notes of record on such date a notice to the effect that:

(i)the Indenture Trustee expects that the final payment with respect to such Class of Notes will be made on such Payment Date but only upon presentation and surrender of such Notes at the office of the Note Registrar or at such other location therein specified, and

(ii)no interest shall accrue on such Notes from and after the end of the Interest Accrual Period for such Payment Date.

Any funds not paid to any Holder or Holders of Notes of such Class on such Payment Date because of the failure of such Holder or Holders to tender their Notes shall, on such date, be set aside and credited to, and shall be held uninvested in trust for, the account or accounts of the appropriate non-tendering Holder or Holders.  If any Notes as to which notice has been given pursuant to this Section 5.01(f) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Indenture Trustee shall mail a second notice to the remaining non-tendering Noteholders to surrender their Notes for cancellation in order to receive the final payment with respect thereto.  If within one (1) year after the second notice all such Notes shall not have been surrendered for cancellation, then the Indenture Trustee, directly or through an agent, shall take such steps to contact the remaining

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non-tendering Noteholders concerning the surrender of their Notes as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Noteholders following the first anniversary of the delivery of such second notice to the non-tendering Noteholders shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust pursuant to this paragraph.  If any Notes as to which notice has been given pursuant to this Section 5.01(f), shall not have been surrendered for cancellation by the second anniversary of the delivery of the second notice, then, subject to applicable escheat laws, the Indenture Trustee shall distribute to the Issuer all unclaimed funds and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease.

(g)Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all withholding requirements respecting payments to Noteholders of interest or original issue discount that the Indenture Trustee reasonably believes are applicable under the Code or any similar provision of state, local or foreign law.  The consent of Noteholders shall not be required for such withholding.  If the Indenture Trustee does withhold any amount from payments or advances of interest or original issue discount to any Noteholder pursuant to any applicable withholding requirements, the Indenture Trustee shall indicate the amount withheld to such Noteholder.  Any amounts so withheld shall be deemed to have been paid to such Noteholder for all purposes of this Indenture.

(h)If Additional Notes of a Class are issued that bear interest at a floating rate, for the purposes of all of the allocations provided for in this Section 5.01, such Notes will be treated as having the same alphabetical designation as the fixed rate Notes of such Class.

Section 5.02Payments of Principal.

(a)Any Class A Monthly Amortization Amount for a Series of Notes will be payable as provided in the related Series Supplement.

(b)Commencing on the first Payment Date to occur on or after the occurrence and during the continuance of an Amortization Period or on or after the occurrence and during the continuance of an Event of Default, all Excess Cash Flow will be applied to repay amounts due in respect of principal on the Notes as provided pursuant to Section 5.01(a)(x). If the Notes of any Series are not paid in full on the Anticipated Repayment Date of such Series, a Post-ARD Period will commence with respect to such Series. During a Post-ARD Period with respect to any Series of Notes, all Excess Cash Flow will be applied to repay amounts due in respect of principal on all Notes of such Series as provided pursuant to Section 5.01(a)(xi). In addition, on each Payment Date, payments of principal on the Notes will be made from amounts on deposit in the Collection Account only to the extent that the Additional Principal Payment Amount for such Payment Date is greater than zero. The Additional Principal Payment Amount on each Payment Date will be allocated as provided pursuant to Section 5.01(a)(ix) (unless an Amortization Period or Post-ARD Period is then in effect or an Event of Default has occurred and is continuing, in which case such funds will be distributed as provided in subsequent clauses in Section 5.01(a)); provided that the portion of the Additional Principal Payment Amount required to be paid pursuant to Section 2.09(c) shall be allocated to the Notes of the Series for which the relevant Site Acquisition Account was established.

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Section 5.03Payments of Interest.  On each Payment Date, Accrued Note Interest (other than Post-ARD Additional Interest) then due on all Classes of Notes will be paid from amounts on deposit in the Collection Account and each Yield Maintenance Reserve Account in accordance with Section 5.01(a)(iv) and Section 5.01(b), respectively.

Section 5.04No Gross Up.  The Issuer shall not be obligated to pay any additional amounts to the Holders or the holders of beneficial interests in the Notes as a result of any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each of the Issuer and the Original Asset Entities represents and warrants to the Indenture Trustee that the statements set forth in this Article VI are true, correct and complete in all respects as of each Closing Date, and each Additional Asset Entity, as of the date it becomes an Additional Asset Entity, represents and warrants to the Indenture Trustee that the statements set forth in this Article VI with respect to such Additional Asset Entity are true, correct and complete in all respects as of the date on which it becomes an Additional Asset Entity and each Closing Date thereafter.

Section 6.01Organization, Powers, Capitalization, Good Standing, Business.

(a)Organization and Powers.  It is duly organized, validly existing and in good standing under the laws of its state of formation.  It has all requisite power and authority to execute, deliver and perform its obligations under each Transaction Document that it has entered into.

(b)Qualification.  It is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

Section 6.02Authorization of Borrowing, etc.

(a)Authority.  It has the power and authority to incur or guarantee the Indebtedness evidenced by the Notes and this Indenture.  The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company or other action, as the case may be.

(b)No Conflict.  The execution, delivery and performance by it of the Transaction Documents to which each is a party and the consummation of the transactions contemplated thereby do not and will not: (1) violate (x) its certificate of formation, limited liability company agreement, operating agreement or other organizational documents, as the case may be; (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material

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Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any material Lien (other than the Lien of the Transaction Documents) upon its assets.

(c)Consents.  Other than as set forth in Schedule 6.02(c), the execution and delivery by it of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained will not cause a Material Adverse Effect.

(d)Binding Obligations.  This Indenture is, and each of the other Transaction Documents to which such Obligor is a party, when executed and delivered by such Obligor will be, the legally valid and binding obligation of such Obligor, enforceable against it in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor rights and general equitable principles.

Section 6.03[Reserved].

Section 6.04Indebtedness and Contingent Obligations.  As of the Closing Date, the Obligors shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations and other Permitted Indebtedness.

Section 6.05Title; Mortgages.

(a)Title to the Tenant Site Assets; Perfection and Priority.  Each of the Asset Entities has good and marketable title to the Tenant Site Assets owned by it, free and clear of all Liens except for Permitted Encumbrances or as specified in the Schedules hereto. Deeds of Trust, when recorded, will create a valid, perfected first mortgage lien on the Mortgaged Tenant Site Assets owned by the Asset Entities, including a collateral assignment of rents (to the extent that such lien may be perfected by filing a Deed of Trust and subject only to Permitted Encumbrances) and when recorded, applicable Uniform Commercial Code financing statements will create perfected first priority security interest in the personal property located on the Mortgaged Tenant Site Assets, if any, owned by the Asset Entities to the extent that such liens and security interests may be perfected by filing or recording such Deed of Trust or a financing statement under the applicable Uniform Commercial Code, subject only to Permitted Encumbrances.  Except as set forth on Schedule 6.05, to the Obligors’ Knowledge (i) there are no proceedings pending in condemnation or eminent domain affecting any of the Tenant Site Assets, and to the Knowledge of the Asset Entities, none is threatened and (ii) there are no mechanic’s, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Tenant Site Assets which are or will be liens prior to, or equal or coordinate with, the lien of the applicable Deed of Trust the effect of which is reasonably likely to have a Material Adverse Effect. The Permitted Encumbrances, in the aggregate, do not materially interfere with the benefits of the security intended to be provided by the Deeds of Trust and this Indenture, materially and adversely affect the value of the Tenant Site Assets taken

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as a whole, impair the use or operations of the underlying Tenant Site Assets, taken as a whole, or impair the Obligors’ ability to pay their respective obligations in a timely manner.

(b)Delivery of Mortgages and Title Policies.  With respect to each Mortgaged Tenant Site Asset, the Issuer has caused to be delivered to each applicable title insurance company Deeds of Trust (or related Deeds of Trust assignments) in recordable form for recordation in the appropriate public recording office for recordation, and shall cause the original title insurance policy to follow within 540 days following (i) with respect to any Additional Tenant Site Asset or Additional Obligor Tenant Site Asset, the date on which such Tenant Site Asset is transferred as provided in Section 2.07(a), or (ii) with respect to any other Tenant Site Asset, the Initial Closing Date.

Section 6.06Tenant Leases; Agreements.

(a)Tenant Leases; Agreements.  The Obligors have made available to the Indenture Trustee electronically, and will deliver upon request, to the Indenture Trustee (i) true and complete copies (in all material respects) of all Material Tenant Leases and (ii) a list of all Material Agreements affecting the ownership and management of the Tenant Site Assets, and such Tenant Leases and list of Material Agreements have not been modified or amended except pursuant to amendments or modifications made available electronically to the Indenture Trustee.  Except for the rights of the Manager pursuant to the Management Agreement, no Person has any right or obligation to manage any of the Tenant Site Assets on behalf of the Asset Entities or to receive compensation in connection with such management on behalf of the Asset Entities.  Except for the parties to any leasing brokerage agreement that has been delivered to the Indenture Trustee, no Person (other than the Manager pursuant to the Management Agreement) has any right or obligation to lease or solicit tenants for the Tenant Leases, or (except for cooperating outside brokers) to receive compensation in connection with such leasing.

(b)Rent Roll, Disclosure.  A true and correct copy of the Rent Roll has been delivered to the Servicer.  Except as specified in the Rent Roll, or as otherwise disclosed to the Servicer in the estoppel certificates delivered to the Servicer on or before the Closing Date, to the Issuer’s and the Asset Entities’ Knowledge, (i) the Tenant Leases are in full force and effect; (ii) the Asset Entities have not given any notice of default to any Tenant under any Tenant Lease which remains uncured; (iii) no Tenant has any set off, claim or defense to the enforcement of any Tenant Lease; (iv) no Tenant is materially in default in the performance of any other obligation under its Tenant Lease; and (v) there are no rent concessions (whether in the form of cash contributions, work agreements, assumption of an existing Tenant’s other obligations, or otherwise) or extensions of time whatsoever not reflected in such Rent Roll, except, other than with respect to any Material Tenant Lease, to the extent that the failure of the representations set forth in items (i) through (iv) to be true with respect to Tenant Leases is not likely to have a Material Adverse Effect.

(c)Management Agreement.  The Issuer has delivered to the Indenture Trustee a true and complete copy of the Management Agreement as in effect on the Closing Date, and such Management Agreement has not been modified or amended except pursuant to amendments or modifications delivered to the Indenture Trustee.  The Management Agreement is in full force and effect and no default by any of the parties thereto exists thereunder.

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Section 6.07Litigation; Adverse Facts.  Other than as set forth in Schedule 6.07, there are no judgments outstanding against the Obligors, or affecting any of the Tenant Site Assets or any property of the Obligors, nor to the Obligors’ Knowledge is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened against the Obligors, respectively, or any of the Tenant Site Assets that could reasonably be expected to result in a Material Adverse Effect.

Section 6.08Payment of Taxes.  Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all material federal, state and local tax returns and reports of the Issuer and each Asset Entity required to be filed have been timely filed (or each such Person has timely filed for an extension and the applicable extension has not expired), and all taxes, assessments, fees and other governmental charges (including any payments in lieu of taxes) upon such Persons and upon its properties, assets, income, profits, businesses and franchises which are due and payable have been timely paid except to the extent the same are being contested in accordance with Section 7.04(b).

Section 6.09Performance of Agreements.  To the Issuer’s Knowledge, neither the Issuer nor the Asset Entities are in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation of any such Persons which could reasonably be expected to have a Material Adverse Effect, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default which could reasonably be expected to have a Material Adverse Effect.

Section 6.10Governmental Regulation.  The Obligors are not subject to regulation under the Federal Power Act or the Investment Company Act.

Section 6.11Employee Benefit Plans.  Except as set forth on Schedule 6.11, the Obligors do not maintain or contribute to, or have any obligation (including any Contingent Obligation) under, any Employee Benefit Plans which could reasonably be expected to result in a Material Adverse Effect.

Section 6.12Solvency.  The Obligors (a) have not entered into any Transaction Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for their obligations under the Transaction Documents.  After giving effect to the issuance of the Notes (and the use of proceeds thereof), the fair saleable value of the Obligors’ assets taken as a whole exceeds and will, immediately following the issuance of any Notes, exceed the Obligors’ total liabilities, including subordinated, unliquidated, disputed or Contingent Obligations.  The fair saleable value of the Obligors’ assets taken as a whole is and will, immediately following the issuance of any Notes (and the use of proceeds thereof), be greater than the Obligors’ probable liabilities, including the maximum amount of its Contingent Obligations on its debts as such debts become absolute and matured.  The Obligors’ assets taken as a whole do not and, immediately following the issuance of any Notes (and the use of proceeds thereof) will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.  The Obligors do not intend to, and do not believe that they will, incur Indebtedness and liabilities (including Contingent Obligations and other commitments) beyond their ability to pay such Indebtedness and liabilities as they

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mature (taking into account the timing and amounts of cash to be received by the Obligors and the amounts to be payable on or in respect of obligations of the Obligors).

Section 6.13Use of Proceeds and Margin Security.  No portion of the proceeds from the issuance of the Notes will be used by the Issuer or any Person in any manner that might cause the borrowing or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System.

Section 6.14Insurance.  Set forth on Schedule 6.14 is a description of all Insurance Policies applicable to the Asset Entities that are in effect as of the Closing Date.  Such Insurance Policies conform to the requirements of Section 7.05.  No notice of cancellation has been received with respect to such policies, and, to each Asset Entity’s Knowledge, the Asset Entities are in compliance with all conditions contained in such policies.

Section 6.15Investments; Ownership of the Obligors.  The Obligors and the Guarantor have no (a) direct or indirect interest in, including stock, partnership interest or other equity securities of, any other Person (other than in the case of the Issuer, the Asset Entities and, in the case of the Guarantor, the Issuer) or (b) direct or indirect loan, advance or capital contribution to any other Person, including all indebtedness from that other Person (other than in the case of the Issuer, in the Asset Entities and, in the case of the Guarantor, the Issuer).  The Guarantor is the sole member of the Issuer and owns its limited liability company interest in the Issuer free and clear of Liens, other than Liens created under the Transaction Documents.  The Issuer is the sole member of the Asset Entities and owns its limited liability company interests in the Asset Entities free and clear of Liens, other than Liens created under the Transaction Documents.

Section 6.16Asset Agreements.  With respect to each Tenant Site Asset and except to the extent the effect of the following representations not being true is not likely to have a Material Adverse Effect:

(a)Such Asset Agreement contains the entire agreement pertaining to the applicable Tenant Site Asset covered thereby.  The applicable Asset Entity has no estate, right, title or interest in or to such Tenant Site Asset except under and pursuant to such Asset Agreement.  The Issuer shall have made available a true and correct electronic copy of such Asset Agreement as in effect on the Initial Closing Date to the Indenture Trustee (provided that the Indenture Trustee shall have no duty to review and shall not be responsible for the contents of such Asset Agreement) and such Asset Agreement has not been modified, amended or assigned except as set forth therein.

(b)There are no rights to terminate such Asset Agreement other than as expressly set forth in the Asset Agreement.

(c)Each such Asset Agreement is in full force and effect and to the applicable Asset Entity’s Knowledge, no Asset Agreement Default exists on the part of such Asset Entity.  The Asset Entity has not received any written notice that an Asset Agreement Default exists, or that any third party alleges the same to exist.

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(d)The applicable Asset Entity is the owner of the real property interest under and pursuant to such Asset Agreement and has not assigned, transferred, or encumbered its interest in, to, or under such Asset Agreement (other than assignments that will terminate on or prior to the Closing Date), except for Permitted Encumbrances.

Section 6.17Environmental Compliance.  Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (a) to the Obligors’ Knowledge, the Tenant Site Assets are in compliance with all applicable Environmental Laws; (b) no notice of violation of such Environmental Laws which has been received by the Obligors has been issued by any Governmental Authority which has not been resolved; and (c) no action has been taken by the Asset Entities that would cause the Tenant Site Assets to not be in compliance with any applicable Environmental Law. The representations and warranties of this Section 6.17 are the sole and exclusive representations and warranties of the Obligors with respect to any environmental, health or safety matter, including any arising under Environmental Laws or relating to Hazardous Materials.

Section 6.18Tenant Site Assets.  Tenant Site Assets generating not less than 95% of the Annualized Net Cash Flow calculated for the month of May 2016 derived from all Initial Tenant Site Assets consist of Tenant Site Assets with respect to which either (i) the applicable Asset Entity is permitted to assign its interest to the Indenture Trustee upon notice to, but without the consent of, any counterparty (or, if any consent is required, it has been obtained prior to the Closing Date) and permits further assignment by the Indenture Trustee and its successors and assigns upon notice to, but without a need to obtain the consent of, any counterparty or (ii) the indirect transfer of the Tenant Site Asset by transfer of the equity ownership interest in the applicable Asset Entity is permitted without the consent of any counterparty.

Section 6.19Representations Under Other Transaction Documents.  Each of the Obligor’s representations and warranties set forth in the other Transaction Documents are true, correct and complete in all material respects as of the Initial Closing Date.

ARTICLE VII

COVENANTS

Each of the Obligors covenants and agrees that until payment in full of the Obligations, it shall, and in the case of the Issuer shall cause the Asset Entities to, perform and comply with all covenants in this Article VII applicable to such Person.

Section 7.01Payment of Principal and Interest.  Subject to Section 15.17 and Section 15.21, the Issuer shall duly and punctually pay the principal and interest on the Notes of each Series in accordance with the terms of the Notes and this Indenture and the related Indenture Supplement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture and the related Indenture Supplement.

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Section 7.02Reporting.

(a)Financial Reporting.

(i)Tenant Lease Reports.  Within forty-five (45) days after the end of each fiscal quarter of the Issuer, commencing with the fiscal quarter ended June 30, 2016, the Issuer shall cause the Manager to furnish to the Servicer: (a) a certified Rent Roll for the Tenant Site Assets in form and substance reasonably acceptable to the Servicer, (b) a schedule of any Material Tenant Leases that expired during such fiscal quarter, (c) a schedule of Material Tenant Leases scheduled to expire within the following four fiscal quarters and (d) any applicable Supplemental Expense Information.

(ii)Additional Reporting.  In addition to the foregoing, the Issuer and the Manager shall promptly provide to the Indenture Trustee and the Servicer such further documents and information concerning its operations, properties, ownership, and finances as the Indenture Trustee and the Servicer shall from time to time reasonably request upon prior written notice to the Issuer.

(iii)Compliance Certificate.  Together with the reports provided to the Indenture Trustee and the Servicer pursuant to Sections 7.02(a)(i), the Issuer shall also furnish to the Indenture Trustee and the Servicer, a Compliance Certificate.  Where this Indenture requires a “Compliance Certificate,” the Person required to submit the same shall deliver a certificate duly executed on behalf of such Person by an Executive Officer upon which the Indenture Trustee and the Servicer can rely, stating that, to their Knowledge after due inquiry, there does not exist any Default or Event of Default under any Transaction Document, or if any of the foregoing exists, specifying the same in detail.

(b)Annual Operating Budget and CapEx Budgets.  On or before December 15 of each calendar year, commencing in 2016, the Issuer shall deliver to the Servicer (and if so requested by the Indenture Trustee promptly upon the Indenture Trustee’s request) the Operating Budget and CapEx Budget (presented on a monthly and annual basis) for the following calendar year.  The initial budgeted Operating Expenses for the for the period beginning on May 1, 2016 through the end of calendar year 2016 will be approximately $22,500.  For each calendar year thereafter, the budgeted Operating Expenses in respect of (i) Insurance Premiums will be increased in accordance with the terms of the applicable Insurance Policies, (ii) Taxes (if any) will be increased in accordance with applicable law and (iii) all other budgeted annualized Operating Expenses for the Asset Entities, in the aggregate (excluding the Management Fee), may increase no more than 5.0% per annum; provided that the budgeted Operating Expenses may be adjusted monthly by the Manager during any calendar year as Additional Tenant Site Assets or Additional Obligor Tenant Site Assets are acquired to reflect the expected Operating Expenses for those Tenant Site Assets.  Subject to the limitations set forth above, the Issuer may make changes to the Operating Budget and the CapEx Budget from time to time as it deems necessary.  The Operating Budget shall identify and set forth the Issuer’s reasonable estimate of all Operating Expenses on a line-item basis consistent with the form of Operating Budget delivered to the Servicer prior to the Initial Closing Date.  The Operating Budget and the CapEx Budget will be delivered to the Indenture Trustee (if requested) and the Servicer for the

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Indenture Trustee’s and Servicer’s information only and shall not be subject to the Indenture Trustee’s or Servicer’s approval; provided that the Issuer shall cause each such budget to be delivered in a form consistent with the budgets delivered to the Servicer on or about the Initial Closing Date.

(c)Material Notices.

(i)The Issuer shall promptly deliver, or cause to be delivered, to the Servicer and the Indenture Trustee, copies of all notices given or received with respect to a default under any term or condition related to any Permitted Indebtedness of any Obligor, and shall notify the Indenture Trustee and the Servicer within ten (10) days of any event of default of which it obtains Knowledge with respect to any such Permitted Indebtedness.

(ii)The Issuer shall promptly deliver to the Indenture Trustee and the Servicer copies of any and all notices of a default or breach which is reasonably expected to result in a termination of any Material Agreement or any Material Tenant Lease; provided that after and during the continuance of an Amortization Period or an Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Indenture Trustee and the Servicer copies of any and all notices of a material default or breach which is reasonably expected to result in a termination of any material contract or agreement or any Tenant Lease.

(d)Events of Default, etc.  Promptly upon the Issuer obtaining Knowledge of any of the following events or conditions, the Issuer shall deliver to the Servicer and the Indenture Trustee (upon which each may conclusively rely) a certificate executed on its behalf by an Executive Officer specifying the nature and period of existence of such condition or event and what action the Issuer or the affected Asset Entity or any Affiliate thereof has taken, is taking and proposes to take with respect thereto: (i) any condition or event that constitutes a Default or an Event of Default; (ii) the occurrence of any event that is reasonably likely to have a Material Adverse Effect; or (iii) any actual or alleged material breach or default or assertion of (or written threat to assert) remedies under the Management Agreement.

(e)Litigation.  Promptly upon the Issuer obtaining Knowledge of (1) the institution of any action, suit, proceeding, governmental investigation or arbitration against an Obligor or any of the Tenant Site Assets not previously disclosed in writing to the Indenture Trustee and the Servicer which would be reasonably likely to have a Material Adverse Effect and is not covered by insurance or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting an Obligor or the Tenant Site Assets not covered by insurance which, in each case, would be reasonably likely to have a Material Adverse Effect, the Issuer shall give notice thereof to the Indenture Trustee and the Servicer and, upon request from the Servicer, provide such other information as may be reasonably available to them to enable the Servicer and its counsel to evaluate such matter.

(f)Insurance.  Prior to the end of the policy period for each Insurance Policy covering the Obligors, the Issuer shall deliver certificates, reports, or other information (all in form and substance reasonably satisfactory to the Servicer), (i) outlining all material insurance coverage maintained as of the date thereof on behalf of the Obligors under such Insurance Policy

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and all material insurance coverage planned to be maintained on behalf of the Obligors in the subsequent insurance policy period and (ii) to the extent not paid directly by the Manager, evidencing payment in full of the premiums for such insurance policies.

(g)Other Information.  With reasonable promptness, the Issuer shall deliver such other information and data with respect to the Obligors or the Tenant Site Assets as from time to time may be reasonably requested by the Indenture Trustee or the Servicer.

Section 7.03Existence; Qualification.  The Issuer shall, and shall cause each Asset Entity to, at all times preserve and keep in full force and effect its existence as a limited liability company and all rights and franchises material to its business, including its qualification to do business in each state where it is required by law to so qualify, except to the extent that the failure to be so qualified would not have a Material Adverse Effect; provided that nothing contained in this Section 7.03 shall restrict the merger or consolidation of an Asset Entity with another Asset Entity.

Section 7.04Payment of Impositions and Claims; Site Owner Impositions.

(a)Except for those matters being contested pursuant to clause (b) below, the Issuer shall pay and shall cause the Asset Entities to promptly pay (i) all Impositions; (ii) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets (hereinafter referred to as the “Claims”); and (iii) all federal, state and local income taxes, sales taxes, excise taxes and all other taxes and assessments of the Issuer and the Asset Entities on their businesses, income, profits, franchises or assets (except to the extent that effect of which is not reasonably expected to result in a Material Adverse Effect); in each instance before any penalty or fine is incurred with respect thereto; provided that the foregoing shall not be deemed to require that an Asset Entity pay any such tax or other liability that is imposed on a Site Owner, Tenant or a third party or that such Site Owner, Tenant or third party is contractually or legally obligated to pay and the terms “Impositions” and “Claims” shall be construed accordingly.

(b)The Asset Entities shall not be required to pay, discharge or remove any Imposition or Claim relating to a Tenant Site Asset that it is otherwise obligated to pay, discharge or remove so long as the Asset Entities or the Issuer contest in good faith such Imposition, Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the applicable Tenant Site Asset or any portion thereof, so long as: (i) no Event of Default shall have occurred and be continuing, (ii) prior to the date on which such Imposition or Claim would otherwise have become delinquent, the Issuer shall have caused the Asset Entities to have given the Indenture Trustee and the Servicer prior written notice of their intent to contest said Imposition or Claim and shall have deposited with the Indenture Trustee (or with a court of competent jurisdiction or other appropriate body reasonably approved by the Servicer) such additional amounts as are necessary to keep on deposit at all times, an amount by way of cash (or other form reasonably satisfactory to the Servicer), equal to (after giving effect to any Reserves then held by the Indenture Trustee for the item then subject to contest) at least 125% of the total of (x) the balance of such Imposition or Claim then remaining unpaid, and (y) all interest, penalties, costs and charges accrued or accumulated thereon; (iii) no risk of sale, forfeiture or

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loss or material impairment of any interest in the applicable Tenant Site Asset or any part thereof arises, in the Servicer’s reasonable judgment, during the pendency of such contest; (iv) such contest does not, in the Servicer’s reasonable determination, have a Material Adverse Effect; and (v) such contest is based on bona fide, material, and reasonable claims or defenses.  Any such contest shall be prosecuted with due diligence, and the Issuer shall, or shall cause the applicable Asset Entity to, promptly pay the amount of such Imposition or Claim as finally determined, together with all interest and penalties payable in connection therewith (it being understood that the Issuer shall have the right to direct the Indenture Trustee to use the amount deposited with the Indenture Trustee under Section 7.04(b)(ii) for the payment thereof).  The Indenture Trustee (at the sole direction of the Servicer) shall have full power and authority, but no obligation, to apply any amount deposited with the Indenture Trustee to the payment of any unpaid Imposition or Claim to prevent the sale or forfeiture of the applicable Tenant Site Asset for non-payment thereof, if the Servicer reasonably believes that such sale or forfeiture is threatened.

(c)If the Issuer, the Manager or the relevant Asset Entity obtains Knowledge that a Prepaid Site is subject to Site Owner Impositions (each such Prepaid Site, an “Affected Site”) the Issuer shall use reasonable efforts to cause the relevant Site Owner to pay or otherwise discharge or remove such Site Owner Impositions prior to the time that such Site Owner Impositions would result in the sale, forfeiture or loss of the Tenant Site Asset in such Affected Site.  If the Issuer determines it is unlikely that the Site Owner will pay or otherwise discharge or remove such Site Owner Impositions prior to such sale, forfeiture or loss of the fee interest for such Affected Site, the Issuer may, and if the pro forma DSCR after giving effect to the termination of any Tenant Leases on such Affected Site would be less than 1.70:1, the Issuer shall (within thirty (30) days after it makes such determination, take one of the following actions:

(i)pay the Site Owner Impositions directly in an amount sufficient to discharge or remove such Site Owner Impositions (to the extent the Issuer has funds available pursuant to Section 5.01(a)(xiv) or otherwise available to it in accordance with this Indenture);

(ii)dispose of such Prepaid Site pursuant to Section 7.29 (provided that the disposition of such Prepaid Site shall not count against the aggregate limits set forth in Section 7.29(a)(i) or the first sentence of Section 7.29(b)); or

(iii)substitute a Replacement Tenant Site Asset in accordance with Section 7.30 (provided that the substitution of such Prepaid Site shall not count against the aggregate limits set forth in clause (i) of Section 7.30).

If the Issuer is obligated to take one of the foregoing actions and fails to do so, the Servicer will be obligated to make a Servicing Advance in an amount set forth in clause (i) above and pay such Site Owner Imposition if the effect of such payment will be to discharge such Site Owner Impositions and the Servicer determines in its discretion that (x) the pro forma DSCR after giving effect to such Servicing Advance (for this purpose including the obligation to repay such Servicing Advance during the following twelve (12) months in the denominator of the calculation of DSCR) will be equal to or greater than the pro forma DSCR after giving effect to the termination of all Tenant Leases associated with such Affected Site if such Servicing Advance were not made and (y) such Servicing Advance would not be a Nonrecoverable

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Servicing Advance.  If the Issuer (or the Servicer on its behalf) makes any such payment, any subsequent recoveries of such payment shall be deposited in the Collection Account.

Section 7.05Maintenance of Insurance.  The Issuer shall ensure coverage on behalf of the Obligors the following described policies of insurance without cost to the Indenture Trustee or the Servicer (the “Insurance Policies”):

(i)Commercial general liability insurance, including death, bodily injury and broad form property damage coverage with a combined single limit in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for any policy year;

(ii)An umbrella excess liability policy with a limit of not less than $5,000,000 over primary insurance, which policy shall include coverage for water damage, so-called assumed and contractual liability coverage, premises medical payment and automobile liability coverage, and coverage for safeguarding of personalty and shall also include such additional coverages and insured risks which are acceptable to the Servicer;

(iii)All Insurance Policies shall be in content (including endorsements or exclusions, if any), form, and amounts, and issued by companies, reasonably satisfactory to the Servicer from time to time and shall name the Indenture Trustee and its successors and assignees as their interests may appear as an “additional insured” for each of the policies under this Section 7.05. All Insurance Policies shall provide that the coverage shall not be modified without thirty (30) days’ advance written notice to the Indenture Trustee and the Servicer and shall provide that no claims shall be paid thereunder to a Person other than the Indenture Trustee without ten (10) days’ advance written notice to the Indenture Trustee and the Servicer. The Issuer may obtain any insurance required by this Section 7.05 through blanket policies; provided, however, that such blanket policies shall separately set forth the amount of insurance in force (together with applicable deductibles, and per occurrence limits) with respect to the Tenant Site Assets (which shall not be reduced by reason of events occurring on property other than the Tenant Site Assets) and shall afford all the protections to the Indenture Trustee as are required under this Section 7.05.  Except as may be expressly provided in this Section 7.05, all policies of insurance required hereunder shall contain no annual aggregate limit of liability, other than with respect to liability insurance.  If a blanket policy is issued, a certified copy of said policy shall be furnished, together with a certificate indicating that the Indenture Trustee is an additional insured (and, if applicable, loss payee) under such policy in the designated amount. The Issuer shall deliver duplicate originals of all Insurance Policies, premium prepaid for a period of one (1) year, to the Indenture Trustee (if requested) and Servicer and, in case of Insurance Policies about to expire, the Issuer will deliver duplicate originals of replacement policies satisfying the requirements hereof to the Indenture Trustee (if requested) and the Servicer prior to the date of expiration; provided, however, if such replacement policy is not yet available, the Issuer shall provide the Indenture Trustee (if requested) and the Servicer with an insurance certificate executed by the insurer or its authorized agent evidencing that the insurance required hereunder is being maintained under such policy, which certificate shall be acceptable to the Indenture Trustee (if requested) and the Servicer on an interim basis until the duplicate original of the policy is available. An insurance company shall not be satisfactory unless such

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insurance company (a) is licensed or authorized to issue insurance in the state where the applicable Tenant Site Asset is located and (b) has a claims paying ability rating by one of Moody’s or Fitch of “A” (or its equivalent) or better. Notwithstanding the foregoing, a carrier which does not meet the foregoing ratings requirement shall nevertheless be deemed acceptable hereunder; provided that such carrier is reasonably acceptable to the Servicer and the Issuer shall obtain and deliver to the Servicer a Rating Agency Confirmation with respect to such carrier.  If any insurance coverage required under this Section 7.05 is maintained by a syndicate of insurers, the preceding ratings requirements shall be deemed satisfied (without any required Rating Agency Confirmation) as long as at least 75% of the coverage (if there are four or fewer members of the syndicate) or at least 60% of the coverage (if there are five or more members of the syndicate) is maintained with carriers meeting the claims-paying ability ratings requirements by Moody’s (if applicable) set forth above and all carriers in such syndicate have a claims-paying ability rating by Moody’s of not less than “B2” (to the extent rated by Moody’s).  The Issuer shall furnish the Indenture Trustee (if requested) and the Servicer receipts for the payment of premiums on such insurance policies or other evidence of such payment reasonably satisfactory to the Servicer in the event that such premiums have not been paid by the Manager or the Indenture Trustee pursuant to this Indenture.  The requirements of this Section 7.05 shall apply to any separate policies of insurance taken out by the Issuer concurrent in form or contributing in the event of loss with the Insurance Policies.  Losses shall be payable to the Indenture Trustee notwithstanding (1) any act, failure to act or negligence of the Obligors or their agents or employees, the Indenture Trustee or any other insured party which might, absent such agreement, result in a forfeiture or all or part of such insurance payment, other than the willful misconduct of the Indenture Trustee knowingly in violation of the conditions of such policy, (2) the occupation or use of the Tenant Site Asset or any part thereof for purposes more hazardous than permitted by the terms of such policy, (3) any foreclosure or other action or proceeding taken pursuant to this Indenture or (4) any change in title to or ownership of the Tenant Site Assets or any part thereof.  For purposes of determining whether the required insurance coverage is being maintained hereunder, each of the Indenture Trustee and Servicer shall be entitled to rely solely on a certification thereof furnished to it by the Issuer or the Manager, without any obligation to investigate the accuracy or completeness of any information set forth therein, and shall have no liability with respect thereto. The Insurance Policies shall not contain any deductible in excess of $100,000. For the avoidance of doubt, in no event shall the Indenture Trustee (except in its capacity as successor servicer) have any duty to monitor the Issuer’s compliance with or to review any documents delivered in connection with this Section 7.05.

Section 7.06Operation and Maintenance of the Tenant Site Assets; Casualty or Condemnation. The Issuer shall promptly give the Indenture Trustee and the Servicer written notice of any (a) casualty or loss or (b) known actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Tenant Site Asset or any portion thereof related to a Tenant Site Asset, and the Issuer shall deliver to the Indenture Trustee and the Servicer copies of any and all material papers served in connection with such condemnation or eminent domain proceeding.  All Insurance Proceeds and Condemnation Proceeds (if no Amortization Period or Event of Default is then continuing) shall, at the Issuer’s election, be payable to the Indenture Trustee for deposit in the Liquidated Site Replacement Account and

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made available to the Asset Entities to acquire Tenant Site Assets within six (6) months or be applied to payment of the Notes in accordance with Section 7.29(b). If the Issuer elects to apply Insurance Proceeds or Condemnation Proceeds to prepayment of the Notes, such application shall be made on the Payment Date immediately following such election in accordance with the terms of the Cash Management Agreement. Prepayment Consideration will be payable on any such prepayment of the Notes occurring prior to twelve (12) months prior to the Anticipated Repayment Date. If an Amortization Period has commenced or an Event of Default is continuing, the Servicer, as attorney-in-fact for the Asset Entities, shall collect, receive and retain any Insurance Proceeds and Condemnation Proceeds and make any compromise or settlement in connection with such proceeding.

Section 7.07Inspection; Investigation; Tenant Site Access.  The Issuer shall permit, and shall cause each Asset Entity to permit, any authorized representatives designated by the Indenture Trustee or the Servicer to visit and inspect during normal business hours its business, including its financial and accounting records pursuant to Section 7.02, and to make copies and take extracts therefrom, to cause such records to be audited by independent public accountants and to discuss its affairs, finances and business with its officers and independent public accountants (with such party’s representative(s) present), at such reasonable times during normal business hours and as often as may be reasonably requested; provided that same is conducted in such a manner as to not unreasonably interfere with such Obligor’s business. The Obligors shall permit, and shall cause each Asset Entity to permit, any authorized representatives designated by the Indenture Trustee and Servicer, upon reasonable request and pursuant to any Tenant Site Agreement, to visit and inspect the Tenant Sites relating to the Tenant Site Assets, including the right to conduct site investigations with respect to environmental matters, but in any event limited to the respective Tenant Site access rights of the Obligors; provided, however, that no such site investigations or other investigations that would reasonably be deemed to be intrusive (such as the collection of samples of soil, groundwater or building materials) shall be conducted without the prior written consent of the Obligor, such consent not to be unreasonably withheld.  Unless an Event of Default has occurred and is continuing, the Indenture Trustee and Servicer shall provide advance written notice of at least three (3) Business Days prior to visiting or inspecting any Obligor’s offices.

Section 7.08Compliance with Laws and Obligations.  Each of the Issuer and the Asset Entities will (a) comply with the requirements of all present and future applicable laws, rules, regulations and orders of any Governmental Authority in all jurisdictions in which it is now doing business or may hereafter be doing business, other than those laws, rules, regulations and orders the noncompliance with which collectively could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (b) maintain all licenses and permits now held or hereafter acquired by any Obligor, the loss, suspension, or revocation of which, or failure to renew, in the aggregate could reasonably be expected to have a Material Adverse Effect and (c) perform, observe, comply and fulfill all of its material obligations, covenants and conditions contained in any Contractual Obligation except to the extent the failure to so observe, comply or fulfill such could not reasonably be expected to have a Material Adverse Effect.

Section 7.09Further Assurances.  The Issuer shall, and shall cause each Asset Entity to, from time to time, execute or deliver such documents, instruments, agreements,

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financing statements, and perform such acts as the Indenture Trustee or the Servicer at any time may reasonably request to evidence, preserve or protect the Tenant Site Assets and Collateral at any time securing or intended to secure the Obligations or to better and more effectively carry out the purposes of this Indenture and the other Transaction Documents. The Obligors shall file or cause to be filed all documents (including all financing statements) required to be filed by the terms of this Indenture and any applicable Series Supplement in accordance with and within the time periods provided for in this Indenture and in each applicable Series Supplement. Within one hundred twenty (120) days after the beginning of each calendar year beginning with the 2017 calendar year, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such security interest.

Section 7.10Performance of Agreements; Termination of Tenant Site Assets.  The Issuer shall, and shall cause each Asset Entity to, duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (a) hereunder and under the other Transaction Documents to which it is a party, (b) under all Material Agreements and Tenant Leases and (c) all other agreements entered into or assumed by such Person in connection with the Tenant Site Assets, and will not suffer or permit any material default or any event of default on its part (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in clause (b) or (c) of this Section 7.10 would not reasonably be expected to have a Material Adverse Effect.  For the avoidance of doubt, this Section 7.10 shall not apply to any Tenant Site Asset, or any related Tenant Contract, that has been terminated or sold (including by assignment) in accordance with Section 7.23(a)(ii) or Section 7.29.

Section 7.11Advance Rents; New Tenant Leases.  Any Rents which constitute Advance Rents Reserve Deposits shall be deposited into the Advance Rents Reserve Account to be applied in accordance with the Cash Management Agreement. The Obligors, at the request of the Indenture Trustee or the Servicer, shall furnish the Indenture Trustee or Servicer, as applicable, with executed copies of all Tenant Leases acquired by or entered into by an Asset Entity after the Initial Closing Date.

Section 7.12Management Agreement.

(a)The Issuer shall, and shall cause the Asset Entities as applicable to, (i) perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of each Asset Entity to be performed and observed, (ii) promptly notify the Indenture Trustee and the Servicer of any notice to any of the Asset Entities of any material default under the Management Agreement of which it has Knowledge, and (iii) prior to termination of the Manager in accordance with the terms of the Management Agreement, to renew the Management Agreement prior to each expiration date thereunder in accordance with its terms.  If any of the Asset Entities shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of the Asset

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Entities to be performed or observed, then, without limiting the Indenture Trustee’s other rights or remedies under this Indenture or the other Transaction Documents, and without waiving or releasing the Asset Entities from any of their obligations hereunder or under the Management Agreement, the Issuer grants the Indenture Trustee or the Servicer on its behalf the right, upon prior written notice to the Asset Entities, to pay any sums and to perform any act as may be reasonably appropriate to cause such material conditions of the Management Agreement on the part of the Asset Entities to be performed or observed; provided, however, that neither the Indenture Trustee nor the Servicer will be under any obligation to pay such sums or perform such acts.

(b)The Issuer shall not permit the Asset Entities to surrender, terminate, cancel, or modify (other than non-material changes) the Management Agreement, or enter into any other Management Agreement with any new Manager (other than an Acceptable Manager), or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without delivery of a Rating Agency Confirmation and written consent of the Servicer.  If at any time the Servicer consents to the appointment of a new Manager, or if an Acceptable Manager shall become the Manager, such new Manager, or the Acceptable Manager, as the case may be, then the Issuer shall cause the Asset Entities to, as a condition of the Servicer’s consent, or with respect to an Acceptable Manager, prior to commencement of its duties as Manager, execute a subordination of management agreement in substantially the form delivered on the Initial Closing Date.

(c)The Servicer shall have the right to require that the Manager be replaced with a Person chosen by the Issuer (or, if an Event of Default has occurred and is then continuing by the Servicer), upon the earliest to occur of any one or more of the following events: (i) the declaration of an Event of Default, (ii) the DSCR falls to less than 1.10:1 as of the end of any calendar month and the Servicer reasonably determines that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Obligors’ industry generally, (iii) the Manager has engaged in fraud, gross negligence or willful misconduct in connection with its performance under the Management Agreement or (iv) default on the part of the Manager in the performance of its obligations under the Management Agreement, and, with respect to clause (iv) only if such default could reasonably be expected to have a Material Adverse Effect and remains unremedied for thirty (30) days after the Manager receives written notice thereof from the Servicer (provided, however, if such default is reasonably susceptible of cure, but not within such 30-day period, then the Manager may be permitted up to an additional ninety (90) days to cure such default provided that the Manager diligently and continuously pursues such cure).

The Indenture Trustee and the Servicer are each permitted to utilize and in good faith rely upon the advice of the Manager (or to utilize other agents or attorneys), in performing certain of its obligations under this Indenture and the other Transaction Documents, including the management, administration and maintenance of the Tenant Site Assets; Tenant Site Asset dispositions, releases and substitutions; and confirmation of compliance by the Issuers with the provisions hereunder and under the other Transaction Documents and neither the Indenture Trustee nor the Servicer shall have any liability with respect thereto.

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Section 7.13Maintenance of Office or Agency by Issuer.

(a)The Issuer shall maintain an office, agency or address where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes, this Indenture and any Indenture Supplement may be served.  The Issuer will give prompt written notice to the Indenture Trustee of the location, and any change in the location, of such office, agency or address; provided, however, that if the Issuer does not furnish the Indenture Trustee with an address in The City of New York where Notes may be presented or surrendered for payment, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee to receive all such presentations, surrenders, notices, and demands on behalf of the Issuer.  The Issuer hereby appoints the Corporate Trust Office as its agency for such purposes.

(b)The Issuer may also from time to time designate one or more other offices or agencies where Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 7.14Deposits; Application of Deposits.  The Obligors will deposit all Receipts into, and otherwise comply with, the Lock Box Account within two Business Days of receipt thereof. All such deposits to the Lock Box Account and the Collection Account will be allocated pursuant to the terms of the Cash Management Agreement and this Indenture.

Section 7.15Estoppel Certificates.

(a)Within ten (10) Business Days following a written request by the Indenture Trustee or the Servicer, the Issuer shall provide to the Indenture Trustee and the Servicer a duly acknowledged written statement (upon which the Indenture Trustee and the Servicer may conclusively rely) confirming (i) the amount of the outstanding principal balance of the Notes, (ii) the terms of payment and maturity date of the Notes, (iii) the date to which interest has been paid, (iv) whether any offsets or defenses exist against the Obligations, and if any such offsets or defenses are alleged to exist, the nature thereof shall be set forth in detail and (v) that this Indenture, the Notes, the Deeds of Trust and the other Transaction Documents are legal, valid and binding obligations of the Issuer and each Asset Entity (as applicable) and have not been modified or amended except in accordance with the provisions thereof.

(b)Within ten (10) Business Days following a written request by the Issuer, the Indenture Trustee shall provide to the Issuer a duly acknowledged written statement setting forth the amount of the outstanding principal balance of the Notes then Outstanding, the date to which interest has been paid, and whether the Indenture Trustee has provided the Issuer, on behalf of itself and the Asset Entities, with written notice of any Event of Default.  Compliance by the Indenture Trustee with the requirements of this Section shall be for informational purposes only and shall not be deemed to be a waiver of any rights or remedies of the Indenture Trustee hereunder or under any other Transaction Document.

Section 7.16Indebtedness.  The Issuer shall not, and shall not permit the Asset Entities to, create, incur, assume, guarantee, or otherwise become or remain directly or indirectly

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liable with respect to any Indebtedness except for the following (collectively, “Permitted Indebtedness”):

(a)The Obligations;

(b)(i) Unsecured trade payables not evidenced by a note and arising out of purchases of goods or services in the ordinary course of business and (ii) Indebtedness incurred in the financing of equipment or other personal property used at any Tenant Sites in the ordinary course of business; provided, however, (A) such trade payables are payable not later than ninety (90) days after the original invoice date and are not overdue by more than thirty (30) days and (B) the aggregate amount of such trade payables and Indebtedness relating to financing of equipment and personal property or otherwise referred to in clauses (i) and (ii) above outstanding does not, at any time, exceed $250,000 in the aggregate for all the Asset Entities;

(c)Advance Rents to the extent such Advance Rents are deposited in the Advance Rents Reserve Account pursuant to Section 4.04; and

(d)Shared Rent.

In no event shall any Indebtedness other than the Obligations be secured, in whole or in part, by the Collateral or Other Tenant Site Assets or any portion thereof or interest therein and any proceeds of any of the foregoing.

Section 7.17No Liens.  Neither the Issuer nor the Asset Entities shall create, incur, assume or permit to exist any Lien on or with respect to the Tenant Site Assets or any other Collateral except Permitted Encumbrances.

Section 7.18Contingent Obligations.  Other than Permitted Indebtedness, the Issuer shall not, and shall not permit the Asset Entities to create or become or be liable with respect to any Contingent Obligation.

Section 7.19Restriction on Fundamental Changes.  Except as otherwise expressly permitted in this Indenture, the Issuer shall not, and shall not permit the Asset Entities to (i) amend, modify or waive any term or provision of their respective articles of incorporation, by-laws, articles of organization, limited liability company agreements or other organizational documents so as to violate or permit the violation of Article VIII, unless required by law; (ii) liquidate, wind-up or dissolve such Asset Entity; or (iii) appoint a replacement independent director on the Issuer’s board of directors in contravention of their LLC Agreements; provided that nothing contained in this Section 7.19 shall restrict the merger or consolidation of one Asset Entity into another so long as the surviving entity is an Asset Entity.

Section 7.20Bankruptcy, Receivers, Similar Matters.  An Obligor shall not apply for, consent to, or aid, solicit, support, or otherwise act, cooperate or collude to cause the appointment of or taking possession by, a receiver, trustee or other custodian for all or a substantial part of the assets of any other Obligor. As used in this Indenture, an “Involuntary Obligor Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, in which any

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Obligor is a debtor or any portion of the Tenant Site Assets is property of the estate therein. An Obligor shall not file a petition for, consent to the filing of a petition for, or aid, solicit, support, or otherwise act, cooperate or collude to cause the filing of a petition for an Involuntary Obligor Bankruptcy. In any Involuntary Obligor Bankruptcy, the other Obligors shall not, without the prior written consent of the Indenture Trustee and the Servicer, consent to the entry of any order, file any motion, or support any motion (irrespective of the subject of the motion), and such Obligors shall not file or support any plan of reorganization. In any Involuntary Obligor Bankruptcy the other Obligors shall do all things reasonably requested by the Indenture Trustee and the Servicer to assist the Indenture Trustee and the Servicer in obtaining such relief as the Indenture Trustee and the Servicer shall seek, and shall in all events vote as directed by the Indenture Trustee. Without limitation of the foregoing, each such Obligor shall do all things reasonably requested by the Indenture Trustee to support any motion for relief from stay or plan of reorganization proposed or supported by the Indenture Trustee.

Section 7.21ERISA.

(a)No ERISA Plans. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Issuer shall not, and shall not permit any Asset Entity to, establish any Employee Benefit Plan or Multiemployer Plan, or commence making contributions to (or become obligated to make contributions to) any Employee Benefit Plan or Multiemployer Plan.

(b)Compliance with ERISA.  Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Issuer shall not, and shall not permit the Asset Entities to: (i) engage in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; or (ii) except as may be necessary to comply with applicable laws, establish or amend any Employee Benefit Plan, which establishment or amendment could result in liability to the Obligors or increase the benefits obligation of the Obligors (including on behalf of any ERISA Affiliate thereof); provided that if the Issuer is in default of this covenant under subsection (i), the Issuer shall be deemed not to be in default if such default results solely because (x) any portion of the Notes have been, or will be, funded with plan assets of any Plan and (y) the purchase or holding of such portion of the Notes by such Plan or the operation of the Issuer or the Asset Entities constitutes or results in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of applicable Similar Law.

Section 7.22Money for Payments to be Held in Trust.

(a)The Paying Agent is hereby authorized to pay the principal of and interest on any Notes (as well as any other Obligation hereunder and under any other Transaction Document) on behalf of the Issuer and shall have an office or agency in The City of New York where Notes may be presented or surrendered for payment and where notices, designations or requests in respect for payments with respect to the Notes and any other Obligations due hereunder and under any other Transaction Document may be served.  The Issuer hereby appoints the Indenture Trustee as the initial Paying Agent for amounts due on the Notes of each Series and the other Obligations.

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(b)On each Payment Date (or such other dates as may be required or permitted hereunder), the Paying Agent shall cause all payments of amounts due and payable with respect to any Notes and other Obligations that are to be made from amounts in the Collection Account that constitute Available Funds to be made on behalf of the Issuer by the Paying Agent, and no such amounts shall be paid over to the Issuer. All such payments shall be made based on the information set forth in the Servicing Report.

(c)Subject to applicable laws with respect to escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer pursuant to an Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.  The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 7.23Asset Agreements.

(a)Modification.  Except as provided in this Section 7.23, the Issuer shall not, and shall not permit the Asset Entities to, modify or amend any material substantive or economic terms of, or, subject to the terms herein, terminate or surrender any Asset Agreement, in each case without the prior written consent of the Servicer, which consent shall not be unreasonably withheld, conditioned or delayed.  Any such attempted or purported material modification, amendment, or any surrender, termination, sale or assignment of any Asset Agreement without the Servicer’s prior written consent shall be null and void and of no force or effect.  Notwithstanding the foregoing to the contrary, the Asset Entities shall be permitted, without the Indenture Trustee and Servicer’s consent, to:

(i)extend the terms of an Asset Agreement on or any related Tenant Site Asset on commercially reasonable substantive and economic terms;

(ii)terminate or sell (including by way of assignment) any Asset Agreement or any related Tenant Lease which the Issuer reasonably deems necessary in accordance with prudent business practices subject to the provisions of Section 7.10.

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(iii)provided no Event of Default shall have occurred and is then continuing, except for extensions of terms, terminations and sales permitted pursuant to the foregoing clauses, amend and restate or replace the existing agreement establishing a Tenant Site Asset (an “Amended Asset Agreement”); provided that such Amended Asset Agreement is on commercially reasonable substantive and economic terms, and subject to the following conditions:

(A)the Issuer shall have provided the Servicer with a copy of the Amended Asset Agreement certified by Issuer as being true, accurate and complete;

(B)if the Asset Agreement being replaced is with respect to a Mortgaged Tenant Site Asset, simultaneously with the execution and delivery of the Amended Asset Agreement, the Indenture Trustee and the Servicer shall have received (i) an amended Deed of Trust executed and delivered by a duly authorized officer of the applicable Asset Entity encumbering the property included under the Amended Asset Agreement and (ii) an endorsement to (or replacement of) the existing Title Policy covering such Mortgaged Tenant Site Asset; and

(C)the Issuer shall pay or reimburse the Indenture Trustee for all reasonable costs and expenses incurred by the Indenture Trustee and Servicer (including reasonable attorneys fees and disbursements) in connection with such Amended Asset Agreement, and all recording charges, filing fees, taxes or other expenses (including mortgage and intangibles taxes and documentary stamp taxes) payable in connection therewith.

(b)Performance of Asset Agreements.  The Issuer shall cause the Asset Entities to fully perform as and when due each and all of their obligations under each Asset Agreement in accordance with the terms of such Asset Agreement and shall not permit the Asset Entities to cause or suffer to occur any material breach or default in any of such obligations.  The Issuer shall cause the Asset Entities to exercise any option to renew or extend any Asset Agreement; provided that an Asset Entity may elect not to exercise any such option if, and to the same extent that such Asset Entity would be entitled to terminate, sell or assign such Asset Agreement pursuant to Section 7.23(a).  If the Asset Entity does intend to exercise such option, the Issuer shall give the Servicer thirty (30) days prior written notice thereof.  If any Asset Entity fails to renew an Asset Agreement which is required to be renewed pursuant to this Section 7.23(b), such Asset Entity hereby grants to each of the Indenture Trustee and the Servicer a power of attorney to renew such Asset Agreement on behalf of such Asset Entity.

(c)Notice of Default.  If any of the Asset Entities shall have or receive any written notice that any Asset Agreement Default has occurred, then the Issuer shall immediately notify the Indenture Trustee and Servicer in writing of the same and immediately deliver to the Indenture Trustee and Servicer a true and complete copy of each such notice.  Further, the Issuer shall provide such documents and information as the Indenture Trustee and Servicer shall reasonably request concerning the Asset Agreement Default.

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(d)The Indenture Trustee’s and Servicer’s Right to Cure.  Each Obligor agrees that if any Asset Agreement Default shall occur and be continuing, or if any Site Owner or third party asserts in writing that an Asset Agreement Default has occurred (whether or not the Obligors question or deny such assertion), then, subject to (i) the terms and conditions of such Asset Agreement, and (ii) the Asset Entities’ right to terminate, sell or assign such Asset Agreement in accordance with Section 7.23(a), the Servicer, upon five (5) Business Days prior written notice to the Issuer, unless the Servicer reasonably determines that a shorter period (or no period) of notice is necessary to protect the Indenture Trustee’s interest in the Asset Agreement, may (but shall not be obligated to) take any action that the Servicer deems reasonably necessary, including (i) performance or attempted performance of the applicable Asset Entity’s obligations under such Asset Agreement, (ii) curing or attempting to cure any actual or purported Asset Agreement Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) entry upon such Tenant Site for any or all of such purposes (but limited to the existing rights of the Obligors).  Upon the Indenture Trustee’s or the Servicer’s reasonable request, the Issuer shall submit satisfactory evidence of payment or performance of any of its obligations under each Asset Agreement.  The Indenture Trustee or the Servicer may pay and expend such sums of money as the Indenture Trustee or the Servicer in its sole discretion deems necessary or desirable for any such purpose, and the Issuer shall pay to the Indenture Trustee or the Servicer, as applicable, within five (5) Business Days of the written demand of the Indenture Trustee or the Servicer all such sums so paid or expended by the Indenture Trustee or the Servicer, together with interest thereon from the date of expenditure at the rate provided for Servicing Advances in the Servicing Agreement.

Section 7.24Rule 144A Information.  So long as any of the Notes are Outstanding, and the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Noteholder, the Issuer shall promptly furnish at such Noteholder’s expense to such Holder, and the prospective purchasers designated by such Holder, Rule 144A Information in order to permit compliance with Rule 144A under the Securities Act in connection with the resale of such Notes by such Holder.  The Issuer shall provide a copy of any Rule 144A Information furnished to a Noteholder other than the Depositary to the Depositary with a request that participants in the Depositary forward such information to Note Owners.

Section 7.25Notice of Events of Default.  The Issuer shall give the Indenture Trustee, the Servicer and the Rating Agencies prompt written notice of each Default of which it obtains Knowledge and each Event of Default and the Indenture Trustee and Servicer notice of each default on the part of any party to the other Transaction Documents with respect to any of the provisions thereof of which the Issuer has Knowledge.

Section 7.26[Reserved]

Section 7.27Continuation of Ratings.  To the extent permitted by applicable laws, rules and regulations, the Issuer shall, and shall cause the Asset Entities to, (i) provide the Rating Agencies at their request with information, to the extent reasonably obtainable by the Issuer or the Asset Entities, and take all reasonable action necessary to enable the Rating Agencies to monitor the credit ratings of the Notes, and (ii) pay such ongoing fees of the Rating Agencies as they may reasonably request to monitor their respective ratings of the Notes.

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Section 7.28The Indenture Trustee and Servicer’s Expenses.  The Issuer shall pay, on demand by the Indenture Trustee or the Servicer, all reasonable out-of-pocket expenses, charges, costs and fees (including reasonable attorneys’ fees and expenses) in connection with the negotiation, documentation, closing, administration, servicing, enforcement, interpretation, and collection of the Notes and the Transaction Documents, and in the preservation and protection of the Indenture Trustee’s rights hereunder and thereunder.  Without limitation the Issuer shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Indenture Trustee and the Servicer in any case or proceeding under the Bankruptcy Code (or any law succeeding or replacing any of the same) involving the Obligors, the Manager (provided that the Manager is an Affiliate of the Obligors) or the Guarantor.

Section 7.29Disposition of Tenant Site Assets; Reinvestment of Disposition Proceeds.

(a)The Asset Entities will not dispose or otherwise transfer Tenant Site Assets, except as expressly permitted in this Section 7.29 or Section 7.30.  Prior to the second anniversary of the Initial Closing Date, the Asset Entities will not dispose of any Tenant Site Assets except the Asset Entities may: (i) in each period of twelve (12) months commencing with the Initial Closing Date, dispose of Tenant Site Assets having an aggregate Allocated Note Amount less than or equal to $5,000,000 for any reason, (ii) in each period of twelve (12) months commencing with the Initial Closing Date, dispose of Tenant Site Assets having an aggregate Allocated Note Amount less than or equal to $5,000,000 in connection with a Site Owner’s buyout of a Tenant Site Asset, or (iii) dispose of a Tenant Site Asset (1) if required in the Manager’s reasonable judgment, in order to cure a breach of a representation, warranty or other default with respect to such Tenant Site Asset or (2) in compliance with Section 7.04(c).  From and after the second anniversary of the Initial Closing Date, the Asset Entities may dispose of Tenant Site Assets at any time without regard to the limitations set forth in the preceding sentence; provided that (i) during a Special Servicing Period, no Tenant Site Asset dispositions may be made without the Servicer’s consent and (ii) unless a Rating Agency Confirmation is obtained, after giving effect to such disposition, the Tenant Quality Test would be satisfied and the Issuer shall have provided notice to the Rating Agencies with respect thereto.

(b)In connection with each disposition of a Tenant Site Asset, the Issuer shall prepay the Notes in accordance with Section 2.09(b) in an amount equal to the Release Price, together with any applicable Prepayment Consideration, provided that in any twelve (12) month period dispositions of Tenant Site Assets having an aggregate Allocated Note Amount of up to $5,000,000 may be made without any prepayment if (1) the proceeds from the disposition of such Tenant Site Assets, together with any concurrent cash capital contribution received by the Issuer in connection with such disposition,  are in an amount equal to or greater than 125% of the Allocated Note Amount of such Tenant Site Assets, (2) the Issuer delivers a notice to the Servicer that the net cash proceeds of such disposition, together with any concurrent cash capital contribution received by the Issuer in connection with such disposition, will be deposited into a non-interest bearing segregated account with the Indenture Trustee (the “Liquidated Site Replacement Account”) and within six (6) months will be used by an Asset Entity to acquire Tenant Site Assets and (3) the pro forma DSCR following the disposition is not less than the DSCR immediately prior thereto after giving pro forma effect to the receipt of proceeds (and pro forma application of such proceeds to repay Notes) in connection with such disposition. Funds

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deposited in the Liquidated Site Replacement Account pursuant to this Section 7.29(b) or Section 7.06 may be used by the Asset Entities to acquire Tenant Site Assets, provided that the Tenant Site Assets so acquired meet the requirements described in clauses (ii) through (vi) of Section 7.30, as if the acquired Tenant Site Assets were Replacement Tenant Site Assets. Any funds remaining in the Liquidated Site Replacement Account on the first Payment Date falling more than six (6) months after the date of deposit of such funds will be withdrawn by the Indenture Trustee on such Payment Date and applied to prepay the Notes pursuant to Section 2.09(b).  Withdrawals of funds deposited into the Liquidated Site Replacement Account shall be deemed to be made on a “first in, first out” basis for purposes of determining the length of time that such funds have been on deposit in such account.

(c)In connection with any disposition permitted by this Section 7.29, the Manager shall deliver an Officer’s Certificate to the Servicer and the Indenture Trustee to the effect that any applicable conditions to such disposition have been (or will concurrently therewith be) satisfied not later than five (5) days prior to such disposition and the Indenture Trustee shall thereupon take such actions to release any security interests on the Collateral associated with the disposed Tenant Site Assets as the Issuer may reasonably request in writing.

(d)The rights set forth in this Section 7.29 shall be in addition to the rights related to substitutions of Tenant Site Assets set forth in Section 7.30.  Prior to the first such disposition of Tenant Site Assets, the Issuer will establish the Liquidated Site Replacement Account with the Indenture Trustee.

(e)For purposes of this Section 7.29, the Issuer, in lieu of disposing individual Tenant Site Assets, may dispose of all, but not less than all, of the equity interests of an Asset Entity; provided that for purposes of this Section 7.29, the designation of all of the Tenant Site Assets owned by such Asset Entity otherwise would satisfy the requirements of Section 7.29(a) and (b) and the Issuer complies with the provisions thereof as if it had disposed of such Tenant Site Assets individually.

Section 7.30Tenant Site Asset Substitution.  The Asset Entities shall not replace Tenant Site Assets with Replacement Tenant Site Assets except as expressly permitted by this Section 7.30.  At any time prior to the earliest Anticipated Repayment Date for any Series of Notes then Outstanding, the Asset Entities may substitute a new Tenant Site Asset or Tenant Site Assets (each a “Replacement Tenant Site Asset”) for one or more of the Tenant Site Assets then owned by an Asset Entity; provided that as certified to the Servicer and the Indenture Trustee by the Manager, (i) the Allocated Note Amounts of the Replacement Tenant Site Assets substituted during any calendar year (other than those replaced to cure a default or address a Site Owner Imposition as provided for pursuant to Section 7.04(c)(iii)) do not in the aggregate exceed 5.0% of the aggregate Class Principal Balance of all Classes of Notes, with any unused portion of such limit permitted to be carried over into subsequent years subject to a carryover limit of 25.0% of the aggregate Class Principal Balance of all Classes of Notes, (ii)(w) after giving effect to the substitution each of the Tenant Quality Test is satisfied, (x) if the Replacement Tenant Site Assets are Prepaid Sites, the related Asset Agreements have terms (including all available extensions) that expire no earlier that the latest Anticipated Repayment Date of any Series of Notes then Outstanding; (y) the Maintenance Capital Expenditures for the Replacement Tenant Site Assets are not materially greater than the Maintenance Capital Expenditures for the replaced

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Tenant Site Assets, in each case, unless prior written notice is provided to the Rating Agencies and (z) if during a Special Servicing Period, the Servicer consents to such substitution, (iii) after the substitution the pro forma DSCR shall be at least equal to the DSCR as of the date immediately preceding the substitution, (iv) the Indenture Trustee and the Servicer will have received such legal opinions as may be reasonably requested, (v) the Issuer shall, or shall have caused the applicable Asset Entity to, have reimbursed the Indenture Trustee and the Servicer for all third party out-of-pocket costs and expenses incurred by the Indenture Trustee and the Servicer in relation to such substitution, (vi) the Issuer represents that it has conducted its customary environmental review with respect to such Replacement Tenant Site Asset and that, based upon such review, it is not aware of any material environmental liabilities affecting such Replacement Tenant Site Asset and (vii) if any such Replacement Tenant Site Asset Site is a Mortgaged Tenant Site Asset, the Issuer provides to the Indenture Trustee with respect thereto a Deed of Trust and a Title Policy with respect thereto; provided that the Indenture Trustee and the Servicer shall have no obligation to review or verify the contents of such documents.  In connection with any substitution permitted by this Section 7.30, the Manager shall deliver an Officer’s Certificate to the Servicer and the Indenture Trustee to the effect that any applicable conditions to such substitution have been (or will concurrently therewith be) satisfied and that such substitution is authorized and permitted by the terms of the Indenture and the Indenture Trustee shall thereupon take such actions to release any security interests on the Collateral associated with the substituted Tenant Site Assets as the Issuer may reasonably request in writing.

Section 7.31Conversions of Tenant Site Assets.  Notwithstanding anything to the contrary set forth herein, the Asset Entities may convert any Prepaid Site to a Fee Asset at any time subject to compliance with Section 7.30(ii)(z) and (iii) through (vii).  No such conversion will be counted towards the percentage limitation contained in clause (i) of Section 7.30.

Section 7.32Environmental Remediation.  Each Asset Entity agrees to comply with all applicable Environmental Laws, except where such noncompliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Without limiting the generality of the foregoing, each Asset Entity agrees to commence, within thirty (30) days (or such shorter period as may be required by law) after written demand by the Servicer and diligently prosecute to completion any Remedial Work to the extent required by it under applicable Environmental Laws (it being understood that such Asset Entity is not obligated to perform any such Remedial Work that a Site Owner, a Tenant or third party is contractually or legally obligated to perform).  If an Asset Entity fails to commence and diligently pursue to completion any Remedial Work, the Servicer may (but will not be obligated to), upon thirty (30) days prior written notice to the Issuer of its intention to do so, cause such Remedial Work to be performed to the extent required under Environmental Laws.  If requested by the Servicer in connection with any Remedial Work required under this Section 7.32 with respect to any Tenant Site Asset that is projected to cost in excess of $500,000, the applicable Asset Entity agrees to cause such Remedial Work to be performed by licensed contractors, approved in advance by the Servicer, such approval to not be unreasonably withheld. The Obligors agree to pay or reimburse the Servicer for all expenses reasonably incurred by the Servicer in connection with (a) monitoring, reviewing or performing such Remedial Work, (b) investigating potential environmental claims against the Asset Entities or (c) participating in any

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legal or administrative proceeding on behalf of an Obligor concerning any applicable Environmental Law.

Section 7.33Limitation on Certain Issuances and Transfers. The Issuer shall not issue any Series of Tax Restricted Notes, permit the issuance or transfer of any limited liability company interests of the Issuer or permit the issuance or transfer of any other interest in the Issuer that may be treated as equity of the Issuer if after giving effect thereto the sum of (a) the aggregate maximum number of beneficial holders for all Series and Classes of Tax Restricted Notes (including the Tax Restricted Notes to be issued), (b) the number of beneficial holders of limited liability company interests of the Issuer and (c) the number of beneficial holders of other interests that may be treated as equity of the Issuer, would exceed 90.  For the avoidance of doubt, nothing in this Section 7.33 shall prohibit or restrict the sale, transfer, assignment or other disposition of all or any part of, or the issuance of, any limited liability company or other interest in the member of the Guarantor or in any Person which directly or indirectly owns any limited liability company or other interest in the member of any Guarantor. For purposes of this Section 7.33, the number of Persons considered beneficial holders of interests in an Issuer shall be the number of Persons that would be considered partners in such Issuer with respect to such interests under the principles of Treasury Regulation Section 1.7704-1(h) if such interests in such Issuer were treated as equity of such Issuer.

Section 7.34Tax Status.  Each of the Issuer and the Asset Entities shall maintain its status as an entity not treated for United States federal income tax purposes as a corporation or other entity taxable as a corporation.

ARTICLE VIII

SINGLE-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS,
WARRANTIES AND COVENANTS

Section 8.01Applicable to the Issuer and the Asset Entities.  The Issuer hereby represents, warrants and covenants as of the Closing Date and until such time as all Obligations are paid in full, that each of the Issuer and the Asset Entities (collectively, the “Issuer Parties”); provided that to the extent any of the following items cover matters prior to the Closing Date with respect to an Asset Entity acquired by the Issuer, such item shall be deemed to cover such matters only from the date of acquisition of such Asset Entity by the Issuer:

(a)Except for properties, or interests therein, which the Issuer Parties have sold and for which the Issuer Parties have no continuing obligations or liabilities, the Issuer Parties have not owned, do not own and will not own any assets other than (i) with respect to each Asset Entity, the Tenant Site Assets, Tenant Leases and Related Property, (ii) with respect to the Issuer, direct or indirect ownership interests in the Asset Entities and Related Property (the “Asset Entity Interests”) and (iii) with respect to the Guarantor, direct ownership interests in the Issuer and Related Property (the “Issuer Interests”);

(b)have not, and are not, engaged in, and will not engage in, any business, directly or indirectly, other than the ownership, management and operation of the Tenant Site Assets and Related Property, the Asset Entity Interests or the Issuer Interests, as applicable;

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(c)since their formation, have not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents comply with this covenant);

(d)have not incurred any Indebtedness that remains outstanding as of the Initial Closing Date and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation but excluding, for the avoidance of doubt, contingent indemnification, expense reimbursement or similar obligations), other than Permitted Indebtedness;

(e)have not made any loans or advances to any Person (other than among the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than another Issuer Party or as expressly permitted by the Transaction Documents, and, since their formation, have not acquired and will not acquire obligations or securities of any Related Party;

(f)are and reasonably expect to remain solvent and pay their own liabilities, indebtedness, and obligations of any kind from its own separate assets as the same shall become due, and reasonably expect to maintain adequate capital for their obligations in light of their contemplated business operations; provided, however, that the foregoing shall not require any member of an Issuer Party to make additional capital contributions or provide other financial support to such Issuer Party;

(g)have done or caused to be done and will do all things necessary to preserve their existence and will not, nor will any Related Party or other Issuer Party amend, modify or otherwise change their articles of incorporation, by-laws, articles of organization, operating agreements, or other organizational documents in any manner with respect to the matters set forth in this Article VIII;

(h)have continuously maintained, and shall continuously maintain, their existence and be qualified to do business in all states necessary to carry on their business, specifically including in the case of each Asset Entity, the states in which its Tenant Sites are located;

(i)have conducted and operated, and will conduct and operate, their business as presently contemplated with respect to ownership of the Tenant Sites, or the Asset Entity Interests, as applicable;

(j)since their formation, have maintained, and will maintain, books and records and bank accounts (other than bank accounts established hereunder, or established by Manager pursuant to the Management Agreement) separate from those of their Related Parties and any other Person (other than the other Issuer Parties) and the Issuer Parties will maintain financial statements that are separate from their Affiliates (it being understood that the Issuer Parties’ assets may also be included in consolidated financial statements of their Affiliates;

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provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Issuer Parties from such Affiliate and to indicate that the Issuer Parties’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person (other than the other Issuer Parties) and (ii) such assets shall also be included in the Issuer Parties’ own separate balance sheet);

(k)have at all times since their formation, held, and will continue to hold, themselves out to the public as, legal entities separate and distinct from any other Person (including any of their Related Parties), and not as a department or division of any Person (other than the other Issuer Parties) and will correct any known misunderstandings regarding their existence as separate legal entities;

(l)since their formation, have had and will have a sufficient number of employees (if any) in light of its contemplated business operations and, have paid and shall pay the salaries of its own employees, if any, solely from its own funds;

(m)since their formation, have allocated, and will continue to allocate, fairly and reasonably share expenses with Affiliates (including, without limitation, any shared office space);

(n)since their formation, have use and will use stationery, invoices and checks bearing its own name separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among the Issuer Parties);

(o)have since their formation, filed, and will continue to file, all such separate tax returns with respect to an Issuer Party (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law;

(p)have not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, their liquidation, dissolution or winding up, in whole or in part;

(q)except as otherwise permitted in the Transaction Documents, will not enter into any transaction of merger or consolidation, sell all or substantially all of their assets or acquire by purchase or otherwise all or substantially all of the business or assets (unless in the case of an asset acquisition, all such assets consist of Tenant Site Assets and Related Property or an entity, substantially all the assets of which consist of Tenant Site Assets and Related Property) of or any stock or beneficial ownership of, any Person;

(r)since their formation, have not commingled or permitted to be commingled, and will not commingle or permit to be commingled, their funds or other assets with those of any other Person (other than, with respect to the Issuer Parties, each other Issuer Party, or as may be held by Manager, as agent, for each Asset Entity pursuant to the terms of the Management Agreement);

(s)since their formation, have and will maintain their assets in such a manner that it is not costly or difficult to segregate, ascertain or identify their individual assets from those of any Related Party;

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(t)do not and will not hold themselves out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any obligations of another Issuer Party, including the Obligations);

(u)since their formation, have not guaranteed or otherwise become liable in connection with any obligation of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on or in connection with any obligation (other than the Obligations) of any other Person (other than the other Issuer Parties) that remains outstanding;

(v)have not pledged its assets to secure obligations of any other Person (other than the other Issuer Parties) and will not pledge its assets to secure obligations of any other Person (other than the other Issuer Parties);

(w)since their formation, have not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, shall not hold, title to their assets other than solely in their names;

(x)since their formation, have conducted, and will continue to conduct, their businesses solely in their own names;

(y)have observed, and will continue to observe, all limited liability company formalities; and

(z)since the Initial Closing Date, have not formed, acquired or held any subsidiary (other than another Issuer Party) and will not form, acquire or hold any subsidiary (other than another Issuer Party).

Section 8.02Applicable to the Issuer and the Guarantor.  In addition to its respective obligations under Section 8.01, and without limiting the provisions of Section 7.20, the Issuer and the Guarantor hereby represent, warrant and covenant as of the Closing Date and until such time as all Obligations are paid in full:

(a)The Issuer and the Guarantor shall not, and the Issuer shall not in its capacity as the sole member of any Asset Entity, permit such Asset Entity to, without the prior unanimous written consent of the board of directors of the Issuer or the Guarantor, as the case may be, including the independent directors of such board, institute proceedings for any of themselves to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against themselves; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for themselves or a substantial part of their property; make or consent to any assignment for the benefit of creditors; or admit in writing their inability to pay their debts generally as they become due;

(b)Each of the Issuer and the Guarantor have and at all times shall maintain at least two (2) independent directors on its board of directors, who shall be selected by the Member of the Issuer or the Guarantor, as the case may be.

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ARTICLE IX

SATISFACTION AND DISCHARGE

Section 9.01Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to any Notes of a particular Series except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or wrongfully taken Notes of a particular Series, (iii) rights of Noteholders of a particular Series to receive payments of principal thereof and interest thereon, (iv) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 11.02 and the obligations of the Indenture Trustee under Section 9.02), and (v) the rights of Noteholders of a particular Series as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments, to be prepared by the Issuer or its counsel, acknowledging satisfaction and discharge of this Indenture with respect to the Notes of a particular Series, when:

(A)either of

(1)all Notes of such Series theretofore authenticated and delivered (other than (i) Notes of a particular Series that have been mutilated, destroyed, lost or wrongfully taken and that have been replaced or paid as provided in Section 2.04 and (ii) Notes of a particular Series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.22) have been delivered to the Indenture Trustee for cancellation; or

(2)all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation, for principal and interest to the date of such deposit;

(B)the Issuer has paid or caused to be paid all Obligations and other sums due and payable hereunder by the Issuer in respect of such Series; and

(C)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 15.01 and, subject to Section 15.02, each stating that all conditions precedent provided for in this Indenture relating to the

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satisfaction and discharge of this Indenture with respect to such Series have been complied with.

Section 9.02Application of Trust Money.  With respect to such Series, all monies deposited with the Indenture Trustee pursuant to Section 9.01 shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of the Notes of such Series and this Indenture, to the payment through the Paying Agent to the Holders of the particular Notes of such Series for the payment of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for the Note Principal Balance of such Notes and interest but such monies need not be segregated from other funds except to the extent required in this Indenture or required by law.

Section 9.03Repayment of Monies Held by Paying Agent.  With respect to each Series, in connection with the satisfaction and discharge of this Indenture, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 7.22 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE X

EVENTS OF DEFAULT; REMEDIES

Section 10.01Events of Default.  Subject to the standard of care set forth in Section 11.01(a), which standard may require the Indenture Trustee to act, any rights or remedies granted to the Indenture Trustee under this Article X or elsewhere in this Indenture and other Transaction Documents, upon the occurrence of an Event of Default are hereby expressly delegated to and assumed by the Servicer, who shall act on behalf of the Indenture Trustee with respect to all enforcement matters relating to any such Event of Default, including the right to institute and prosecute any Proceeding on behalf of the Indenture Trustee and Noteholders and direct the application of monies held by the Indenture Trustee (to the extent the Indenture Trustee has the discretion hereunder to apply such monies as it deems necessary or appropriate); provided, however, that such delegation of authority shall not apply to any matters relating to the Controlling Class Representative set forth in Section 10.05.  “Event of Default,” wherever used in this Indenture or in any Indenture Supplement, shall mean the occurrence or existence of any one or more of the following:

(a)Principal and Interest.  Failure of the Issuer to make any payment of interest or principal due on the Notes on any Payment Date (it being understood that the failure of the Issuer (i) to pay Post-ARD Additional Interest on any Payment Date for which funds are not available in accordance with Section 5.01(a)(xii), (ii) to pay Prepayment Consideration on any Payment Date for which funds are not available in accordance with Section 5.01(a)(xiii) or (iii) to pay any Class A Monthly Amortization Amounts or Additional Principal Payment Amounts for which funds are not available in accordance with Section 5.01(a)(ix) shall not constitute an Event of Default);

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(b)Other Monetary Default.  Any monetary default by the Guarantor or the Obligors under any Transaction Document (other than the Indenture) which monetary default continues beyond the applicable cure period set forth in the corresponding Transaction Document, or if no cure period is set forth in such Transaction Document, which default continues unremedied for a period of five (5) Business Days after receipt by the Issuer of written notice from the Indenture Trustee, the Servicer (with a copy to the Indenture Trustee) or the Requisite Percentage of Noteholders of such default requiring such default to be remedied;

(c)Other Defaults Under Indenture.  Any material default by the Obligors in the observance and performance of or compliance with any covenant or agreement contained in this Indenture (other than as provided in Section 10.01(a)), or any material breach of any other representation or warranty of the Obligors contained herein, which default or breach shall continue unremedied for a period of thirty (30) days after (x) receipt by the Issuer of written notice from the Indenture Trustee or the Servicer (with a copy to the Indenture Trustee) of such default requiring such default to be remedied or (y) the Manager has become aware of such default or breach; provided, however, that if (i) the default or breach is reasonably susceptible of cure but not within such period of thirty (30) days, (ii) the Obligors have commenced the cure within such thirty (30) day period and have pursued such cure diligently, and (iii) the Obligors deliver to the Indenture Trustee and the Servicer promptly following written demand (which demand may be made from time to time by the Indenture Trustee or the Servicer) evidence reasonably satisfactory to the Indenture Trustee and the Servicer of the foregoing, then such period shall be extended for so long as is reasonably necessary for the Obligors in the exercise of due diligence to cure such default or breach, but in no event beyond one hundred twenty (120) days after the original notice of default or breach; provided that the Obligors continue to diligently and continuously pursue such cure;

(d)Non-Monetary Defaults Under Transaction Documents.  Any material default by the Guarantor or an Obligor in the observance and performance of or compliance with any non-monetary covenant or agreement contained in any Transaction Document other than this Indenture, or any material breach of any representation or warranty of the Guarantor or an Obligor contained therein, and which default or breach shall continue unremedied for a period of thirty (30) days after receipt by the Issuer of written notice from the Indenture Trustee, the Servicer (with a copy to the Indenture Trustee) or the Requisite Percentage of Noteholders of such default or breach requiring such default to be remedied; provided, however, that if (i) the default or breach is capable of cure but not within such period of thirty (30) days, (ii) the defaulting or breaching party has commenced the cure within such thirty (30) day period and has pursued such cure diligently, and (iii) the defaulting or breaching party delivers to the Indenture Trustee and the Servicer promptly following written demand (which demand may be made from time to time by the Indenture Trustee or the Servicer) evidence reasonably satisfactory to the Indenture Trustee and the Servicer of the foregoing, then such period shall be extended for so long as is reasonably necessary for the defaulting or breaching party in the exercise of due diligence to cure such default or breach, but in no event beyond one hundred twenty (120) days after the original notice of default or breach; provided that the defaulting or breaching party continues to diligently and continuously pursue such cure;

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(e)Other Agreement Events of Default.  The occurrence or existence of a material “event of default” (if any) by the Guarantor or an Obligor under any other Transaction Document;

(f)Involuntary Bankruptcy; Appointment of Receiver, etc.  (i) A court enters a decree or order for relief with respect to any of the Obligors or the Guarantor in an Involuntary Bankruptcy, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law unless dismissed within ninety (90) days; (ii) the occurrence and continuance of any of the following events for ninety (90) days unless dismissed or discharged within such time: (x) an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, is commenced, in which any of the Obligors or the Guarantor is a debtor or any portion of the Tenant Site Assets is property of the estate therein, (y) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any of the Obligors or the Guarantor, over all or a substantial part of its or their property, is entered, or (z) an interim receiver, trustee or other custodian is appointed without the consent of the Guarantor or any of its direct or indirect subsidiaries, as applicable, for all or a substantial part of the property of such Person;

(g)Voluntary Bankruptcy; Appointment of Receiver, etc.  (i) An order for relief is entered with respect to the Issuer, the Guarantor or any of the direct or indirect subsidiaries of the Issuer, or the Issuer, the Guarantor or any of the direct or indirect subsidiaries of the Issuer commences a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for the Issuer, the Guarantor or any of the direct or indirect subsidiaries of the Issuer, for all or a substantial part of the property of the Guarantor or any of its direct or indirect subsidiaries; (ii) the Issuer, the Guarantor or any of the direct or indirect subsidiaries of the Issuer makes any assignment for the benefit of creditors; or (iii) the Board of Directors or other governing body of Issuer, the Guarantor or any of the direct or indirect subsidiaries of the Issuer adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 10.01(g);

(h)Bankruptcy Involving Equity Interests or Tenant Site Assets.  Other than as described in either of Sections 10.01(f) or 10.01(g), all or any portion of the Collateral becomes property of the estate or subject to the automatic stay in any case or proceeding under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (provided that if the same occurs in the context of an involuntary proceeding, it shall not constitute an Event of Default if it is dismissed or discharged within ninety (90) days following its occurrence);

(i)Solvency.  Any Obligor or Guarantor ceases to be solvent or admits in writing its present or prospective inability to pay its debts as they become due.

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(j)Transfer Restrictions.

(a)Parent shall cease to own, directly or indirectly, at least a majority of the ownership interests in the Guarantor or an Obligor (except in connection with the disposition of an Asset Entity otherwise permitted hereunder) unless, in connection with a transfer or a series of transfers that result in the proposed transferee, together with affiliates of such transferee, owning in the aggregate (directly or indirectly) more than 49% of the economic and beneficial interests in the Guarantor (where, prior to such transfer, such proposed transferee and its affiliates owned in the aggregate (directly or indirectly) 49% or less of such interests in the Guarantor), the Indenture Trustee shall have received, prior to such transfer, a legal non-consolidation opinion that is consistent with such opinion provided on the Initial Closing Date taking into account such transfer; or

(b)Guarantor shall cease to own, directly or indirectly, 100% of the limited liability interests in the Issuer, or the Issuer shall cease to own, directly or indirectly, 100% of the limited liability company or other ownership interests in any Asset Entity.

If more than one of the foregoing paragraphs shall describe the same condition or event, then the Indenture Trustee shall have the right to select which paragraph or paragraphs shall apply.  In any such case, the Indenture Trustee shall have the right (but not the obligation) to designate the paragraph or paragraphs which provide for non-written notice (or for no notice) or for a shorter time to cure (or for no time to cure).

(k)Notwithstanding anything herein to the contrary, any default under any Deed of Trust as a result of a breach of a covenant, representation or warranty thereunder shall not be treated as having occurred thereunder unless such breach of a covenant, representation or warranty also constitutes a breach by the mortgagor of a covenant, representation or warranty under this Indenture.

Section 10.02Acceleration and Remedies.  Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in its own discretion, and will, at the direction of the Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice to the Issuer.  Upon any such declaration, or automatically upon the occurrence of an Event of Default of the types specified in Section 10.01(f) through 10.01(h), the aggregate Outstanding Class Principal Balances of all Classes of Notes together with accrued and unpaid interest thereon through the date of acceleration, any applicable Prepayment Consideration and all other Obligations shall become immediately due and payable, subject to the provisions of Section 15.16.

(a)At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:

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(i)the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A)all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;

(B)all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and

(ii)all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.

(b)Upon the occurrence and during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Indenture Trustee against the Obligors (or the Guarantor) under this Indenture or any of the other Transaction Documents, or at law or in equity, may be exercised by the Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents with respect to the Tenant Site Assets, Tenant Leases or the other Collateral and the proceeds from any of the foregoing.  Any such actions taken by the Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Indenture Trustee permitted by law, equity or contract or as set forth herein or in the other Transaction Documents.  Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, the Indenture Trustee shall not be subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Indenture Trustee shall remain in full force and effect until the Indenture Trustee has exhausted all of its remedies against each Tenant Site Asset, Tenant Leases and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.

(c)Following and during the continuation of an Event of Default, the Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee elects to accelerate less than the entire Outstanding Class Principal Balance of any Class of Notes, the Indenture

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Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the principal balance of the Notes as the Indenture Trustee may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Tenant Site Assets shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.

(d)Any amounts recovered with respect to the Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default shall be applied by the Indenture Trustee after payment of any fees, costs, indemnities and expenses incurred by or due and owing to the Indenture Trustee, the Servicer and the Backup Manager, in accordance with the priorities set forth in Article V of this Indenture.

(e)The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Indenture or any other Transaction Document including the rights and remedies provided for in Section 10.08.

Notwithstanding anything contained herein to the contrary, in no event shall the Indenture Trustee be liable or responsible for the supervision of or for the acts or omissions of the Servicer taken or omitted to be taken in connection with this Article X.

Section 10.03Performance by the Indenture Trustee.  Upon the occurrence and during the continuance of an Event of Default, if any of the Asset Entities, the Issuer, the Guarantor or the Manager shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Transaction Documents (subject to applicable notice and cure periods), the Indenture Trustee may, but shall have no obligation to, perform such covenant, duty or agreement on behalf of such Asset Entity, the Issuer, the Guarantor or the Manager including making protective advances on behalf of any Asset Entities, or, in its sole discretion, causing the obligations of the Obligors to be satisfied with the proceeds of any Reserve.  In such event, the Issuer shall, at the request of the Indenture Trustee, promptly pay to the Indenture Trustee, or reimburse, as applicable, any of the Reserves and any actual amount reasonably expended or disbursed by the Indenture Trustee in such performance or attempted performance, together with interest thereon (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid.  Any amounts advanced or expended by the Indenture Trustee to perform or attempt to perform any such matter shall be added to and included within the Obligations and shall be secured by all of the Collateral securing the Notes.  Notwithstanding the foregoing, it is expressly agreed that neither the Indenture Trustee nor the Servicer shall have any liability or responsibility for the performance of any obligation of the Asset Entities, the Issuer, the Guarantor or the Manager under this Indenture or any other Transaction Document, and it is further expressly agreed that no such performance by the Indenture Trustee shall cure any Event of Default hereunder.

Section 10.04Evidence of Compliance.  Promptly following request by the Indenture Trustee, the Issuer shall, or shall cause each Asset Entity, the Guarantor or the Manager to, provide such documents and instruments as shall be reasonably satisfactory to the Indenture Trustee to evidence compliance with any material provision of the Transaction Documents applicable to such entities.

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Section 10.05Controlling Class Representative.

(a)The Noteholders (or, in the case of Book-Entry Notes, the Outstanding Note Owners) of the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance shall be entitled to select a representative (the “Controlling Class Representative”) having the rights and powers specified in the Servicing Agreement and this Indenture (including those specified in Section 10.06) or to replace an existing Controlling Class Representative.  Upon (i) the receipt by the Indenture Trustee of written requests for the selection of a Controlling Class Representative from the Noteholders (or, in the case of Book-Entry Notes, the Note Owners) representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Indenture Trustee that the Controlling Class has changed, the Indenture Trustee shall promptly notify the Issuer, Servicer and the Noteholders (and, in the case of Book-Entry Notes, to the extent actually known to a Responsible Officer of the Indenture Trustee or identified thereto by the Depositary, at the expense of the Noteholder or Note Owner requesting information with respect to clause (i) and clause (iii) above if the Depositary charges a fee for such identification, the Note Owners) of the Controlling Class that they may select a Controlling Class Representative.  Such notice shall set forth the process established by the Indenture Trustee for selecting a Controlling Class Representative.  No appointment of any Person as a Controlling Class Representative shall be effective until such Person provides the Indenture Trustee with written confirmation of its acceptance of such appointment, that it will keep confidential all information received by it as Controlling Class Representative hereunder or otherwise with respect to the Notes, the Tenant Site Assets or the Servicing Agreement, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to the Servicing Agreement may deal (including their names, titles, work addresses and facsimile numbers).  No Affiliate of the Issuer may act as, or vote its Notes in the selection of, the Controlling Class Representative.

(b)Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Notes) of any change in the identity of the Controlling Class Representative of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall deliver to the Noteholders or Note Owners, as applicable, of the Controlling Class and the Servicer a notice setting forth the identity of the new Controlling Class Representative and a list of each Noteholder (or, in the case of Book-Entry Notes, to the extent actually known to a Responsible Officer of the Indenture Trustee or identified thereto by the Depositary or the DTC Participants, each Note Owner) of the Controlling Class, including, in each case, names and addresses.  With respect to such information, the Indenture Trustee shall be entitled to rely conclusively on information provided to it by the Noteholders (or, in the case of Book-Entry Notes, subject to Section 2.06, by the Depositary or the Note Owners) of such Notes, and the Servicer shall be entitled to rely on such information provided by the Indenture Trustee with respect to any obligation or right hereunder that the Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Noteholders (or, if applicable, Note Owners) of the Controlling Class.  In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Indenture Trustee shall notify the parties to this Indenture of such event.

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(c)A Controlling Class Representative may at any time resign as such by giving written notice to the Indenture Trustee, the Servicer and to each Noteholder (or, in the case of Book-Entry Notes, each Note Owner) of the Controlling Class.  The Noteholders (or, in the case of Book-Entry Notes, the Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Indenture Trustee, the Servicer and to such existing Controlling Class Representative.

(d)Once a Controlling Class Representative has been selected pursuant to this Section 10.05, each of the parties to the Servicing Agreement and each Noteholder (or Note Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Noteholders (or, in the case of Book-Entry Notes, the Note Owners) of the Controlling Class whose Notes represent more than 50% of the Outstanding Class Principal Balance of the Controlling Class, or such Controlling Class Representative, as applicable, shall have notified the Indenture Trustee and each other party to the Servicing Agreement and each Noteholder (or, in the case of Book-Entry Notes, Note Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative.

(e)Any and all expenses of the Controlling Class Representative shall be borne by the Noteholders (or, if applicable, the Note Owners) of the Controlling Class, pro rata according to their respective Percentage Interests in such Class.  Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by an Obligor with respect to the Servicing Agreement or the Notes, the Controlling Class Representative shall immediately notify the Indenture Trustee and the Servicer, whereupon (if the Servicer or the Indenture Trustee is also a named party to the same action and, in the sole judgment of the Servicer, (i) the Controlling Class Representative had acted in good faith, without gross negligence or willful misconduct, with regard to the particular matter at issue, and (ii) there is no potential for the Servicer or the Indenture Trustee to be an adverse party in such action as regards the Controlling Class Representative) the Servicer on behalf of the Indenture Trustee and for the benefit of the Noteholders shall, subject to the Servicing Agreement, assume the defense of any such claim against the Controlling Class Representative (with any costs incurred in connection therewith being deemed to be reimbursable Additional Issuer Expenses).

Section 10.06Certain Rights and Powers of the Controlling Class Representative.

(a)At any time that the Servicer proposes to direct the Indenture Trustee to transfer the ownership of a Tenant Site Asset or the ownership of the direct or indirect equity interests of any of the Obligors, the Controlling Class Representative shall be entitled to advise the Servicer with respect to such transfer, and notwithstanding anything in any other Section of this Indenture to the contrary, but in all cases subject to Section 10.06(b), the Servicer shall not be permitted to take such action if the Controlling Class Representative has objected in writing within ten (10) Business Days of having been notified thereof and having been provided with information with respect thereto reasonably requested no later than the fifth (5th) Business Day after notice thereof; provided that if such written objection has not been received by the Servicer within such ten (10) Business Day period, then the Controlling Class Representative’s approval will be deemed to have been given.

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If the Controlling Class Representative affirmatively approves or is deemed to have approved in writing such a request,  the Servicer shall implement the action for which approval was sought.  If the Controlling Class Representative disapproves of such a request within the ten (10) Business Day period referred to in the preceding paragraph, the Servicer must (unless it withdraws the request) revise the request and deliver to the Controlling Class Representative a revised request promptly and in any event within thirty (30) days after such disapproval.  The Servicer shall be required to implement the action for which approval was most recently requested (unless such request was withdrawn by the Servicer) upon the earlier of (x) the failure of the Controlling Class Representative to disapprove a request within ten (10) Business Days after its receipt thereof and (y) (1) the passage of sixty (60) days following the Servicer’s delivery of its initial request to the Controlling Class Representative and (2) the determination by the Servicer in its reasonable good faith judgment that the failure to implement the most recently requested action would violate the Servicer’s obligation to act in accordance with the Servicing Standard.

(b)Notwithstanding anything herein to the contrary, (i) the Servicer shall not have any right or obligation to consult with or to seek or obtain consent or approval from any Controlling Class Representative prior to acting, and provisions of the Servicing Agreement requiring such shall be of no effect, during the period prior to the initial selection of a Controlling Class Representative and, if any Controlling Class Representative resigns or is removed, during the period following such resignation or removal until a replacement is selected and (ii) no advice, direction or objection from or by the Controlling Class Representative, as contemplated by Section 10.06(a), may (A) require or cause the Servicer to violate applicable law, the terms of the Notes or Transaction Documents or any other Section of the Servicing Agreement, including the Servicer’s obligation to act in accordance with the Servicing Standard, (B) expose the Servicer or the Indenture Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, or the Indenture Trustee, to any material claim, suit or liability, or (C) materially expand the scope of the Servicer’s responsibilities under the Servicing Agreement.  In addition, the Controlling Class Representative may not prevent the Servicer from transferring the ownership of a Tenant Site Asset or the ownership of any of the direct or indirect equity interests of any of the Obligors (including by way of foreclosure on the direct or indirect equity interests of the Obligors) if any Advance is outstanding and the Servicer determines in accordance with the Servicing Standard that such foreclosure would be in the best interest of the Noteholders (taken as a whole).

The Controlling Class Representative shall have no liability to the Noteholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Servicing Agreement, or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of willful misfeasance, gross negligence or reckless disregard of obligations or duties under the Servicing Agreement.  Each Noteholder and Note Owner acknowledges and agrees, by its acceptance of its Notes or interest therein, that the Controlling Class Representative may have special relationships and interests that conflict with those of Noteholders and Note Owners of one or more Classes of Notes, that the Controlling Class Representative may act solely in the interests of the Noteholders and Note Owners of the Controlling Class, that the Controlling Class Representative does not have any duties to the Noteholders and Note Owners of any Class of Notes other than the Controlling Class, that the Controlling Class Representative may take

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actions that favor the interests of the Noteholders and Note Owners of the Controlling Class over the interests of the Noteholders and Note Owners of one or more other Classes of Notes, that the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in the interests of the Controlling Class and that the Controlling Class Representative shall have no liability whatsoever for having so acted, and no Noteholder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.

Section 10.07Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)Subject to the provisions of Section 10.02, the Issuer covenants that if there is an Event of Default described in Section 10.01(a), the Issuer shall pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for the aggregate Outstanding Class Principal Balance of all Classes of Notes and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the rate borne by the relevant Notes and in addition thereto all other Obligations, including such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05.

(b)Subject to the provisions of Section 10.02 and Section 15.16, in case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes wherever situated, the monies adjudged or decreed to be payable.

(c)Subject to the provisions of Section 15.16, if an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 10.08, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or any Indenture Supplement or in aid of the exercise of any power granted in this Indenture or any Indenture Supplement, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or any Indenture Supplement or by law.

(d)In case there shall be pending, relative to the Issuer or any other obligor upon the Notes, proceedings under any applicable federal, state or foreign bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or their property or such other obligor, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the

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creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the Outstanding Class Principal Balance shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of the principal and interest owing and unpaid in respect of Notes, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and all other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 and all other amounts due and owing to the Servicer under the Servicing Agreement) and of the Noteholders allowed in such Proceedings;

(ii)unless prohibited by applicable law and regulations, to vote on behalf and at the direction of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)to collect and receive any monies or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv)to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, their creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 and all other amounts due and owing to the Servicer under the Servicing Agreement.

(e)Nothing contained in this Indenture or in any Indenture Supplement shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any such Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person and be a member of a creditors’ or other similar committee.

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(f)Subject to the provisions of Section 15.16, all rights of action and of asserting claims under this Indenture or in any Indenture Supplement, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee may be brought in its own name and as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements, advances, amounts owed to and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders.

(g)In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture or any Indenture Supplement to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 10.08Remedies.  If an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 10.02, Section 10.09, and Section 15.16):

(i)institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture, any Indenture Supplement or any other Transaction Document with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon such Notes, this Indenture, any Indenture Supplement or any other Transaction Document monies adjudged due;

(ii)institute Proceedings from time to time for the complete or partial foreclosure of this Indenture or any Indenture Supplement with respect to the Trust Estate;

(iii)exercise any and all rights and remedies of a secured party under applicable law of any relevant jurisdiction or in equity and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;

(iv)sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

(v)without notice to the Issuer, except as required by law and as otherwise provided in this Indenture, and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Collateral against the Obligations or any part thereof; and

(vi)demand, collect, take possession of, receive, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral (or any portion thereof) as the Indenture Trustee may determine in its sole discretion.

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Section 10.09Optional Preservation of the Trust Estate.  If the Notes have been declared to be due and payable under Section 10.02 following an Event of Default, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, with the consent of Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes, elect to maintain possession of the Trust Estate and apply proceeds as if there had been no declaration of acceleration.  It is the desire of the Issuer and the Noteholders that there be at all times sufficient funds for the payment of all Outstanding Obligations, including the Outstanding Class Principal Balance of and interest on all Classes of Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, at the Issuer’s expense, but need not, obtain and shall be protected in relying upon an opinion of an Independent investment banking or accounting firm of international reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Section 10.10Limitation of Suits.  Subject to the provisions of Section 15.16, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b)Noteholders by an Affirmative Direction have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c)such Holder or Holders has offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d)the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e)no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes.

It is understood and intended that no one or more Noteholders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture or any Indenture Supplement, except in the manner provided in this Indenture.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Outstanding Class Principal Balance of all Classes of Notes, the

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Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture or any Indenture Supplement.  Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.16.

Section 10.11Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture or any Indenture Supplement but subject to the provisions of Article V, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture or any Indenture Supplement, and such right shall not be impaired without the consent of such Holder.

Section 10.12Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture or any Indenture Supplement and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 10.13Rights and Remedies Cumulative.  Except as provided herein, no right or remedy conferred in this Indenture, in any Indenture Supplement or in any other Transaction Document upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder, in any Indenture Supplement or in any other Transaction Document or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, in any Indenture Supplement, or in any other Transaction Document or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 10.14Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or any acquiescence therein.  Every right and remedy given by this Article X or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 10.15Waiver of Past Defaults.  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 10.02 as may be modified by any Indenture Supplement, Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes may waive any past Default or Event of Default and its consequences except (i) a Default (a) in the payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of each Noteholder and (ii) before any such waiver may be effective, the Indenture Trustee and the Servicer must receive any reimbursement then due or payable in respect of unreimbursed Advances (including Advance Interest thereon)

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or any other amounts then due to the Servicer or the Indenture Trustee hereunder or under the other Transaction Documents (including outstanding Advances, Advance Interest, unpaid Additional Issuer Expenses, and all unpaid fees, expenses, and indemnification due to the Servicer and the Indenture Trustee hereunder and under the other Transaction Documents).  Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture or any Indenture Supplement; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 10.16Undertaking for Costs.  All parties to this Indenture or any Indenture Supplement agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or any Indenture Supplement, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant (other than the Issuer) in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant (other than the Issuer) in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant (other than the Issuer); but the provisions of this Section 10.16 as may be modified by any Indenture Supplement shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, representing more than 10% of the aggregate Outstanding Class Principal Balance of all Classes of Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of the principal balance of any Note or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture or any Indenture Supplement.

Section 10.17Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, any Indenture Supplement or any Transaction Document; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that they shall not hinder, delay or impede the execution of any power granted in this Indenture to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 10.18Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture, any Indenture Supplement or any Transaction Document shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture, any Indenture Supplement or any Transaction Document.  No rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the Assets of the Issuer.

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Section 10.19Waiver.  The Issuer hereby expressly waives, to the fullest extent permitted by law, presentment, demand, protest or any notice (except as required by this Indenture and the other Transaction Documents) of any kind in connection with this Indenture or the Collateral.  The Issuer acknowledges and agrees that ten (10) days prior written notice of the time and place of any public sale of the Collateral or any other intended disposition thereof shall be reasonable and sufficient notice to the Issuer within the meaning of the UCC (to the extent that the UCC is applicable).

ARTICLE XI

THE INDENTURE TRUSTEE

Section 11.01Duties of Indenture Trustee.

(a)The Indenture Trustee, prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.  If an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge occurs and is continuing, the Indenture Trustee (or the Servicer on its behalf) shall exercise such of the rights and powers vested in it by this Indenture, any Indenture Supplement and any other Transaction Document, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.  Any permissive right of the Indenture Trustee contained in this Indenture, any Indenture Supplement and any other Transaction Document shall not be construed as a duty.  The Indenture Trustee shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Indenture Trustee.

(b)Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee which are specifically required to be furnished pursuant to any provision of this Indenture, any Indenture Supplement and any other Transaction Document, the Indenture Trustee shall examine them to determine whether they conform on their face to the requirements of this Indenture, any Indenture Supplement or any other Transaction Document.  If any such instrument is found not to conform on its face to the requirements of this Indenture, any Indenture Supplement, or any other Transaction Document in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected.  The Indenture Trustee shall not be responsible or liable for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Issuer, the Asset Entities, the Manager, the Servicer, any actual or prospective Noteholder or Note Owner or any Rating Agency, and accepted by the Indenture Trustee in good faith, pursuant to this Indenture and any Indenture Supplement. The Indenture Trustee shall not be responsible for recomputing, recalculating or verifying any information provided by the Servicer or Manager pertaining to any report, distribution statement or officer’s certificate.

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(c)No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i)Prior to the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, and after the curing or waiving of all Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of this Indenture, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture or any Indenture Supplement and no implied covenants or obligations shall be read into this Indenture or any Indenture Supplement against the Indenture Trustee.

(ii)In the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture and any Indenture Supplement.

(iii)The Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Indenture Trustee unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

(iv)The Indenture Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by the Indenture Trustee, in good faith in accordance with this Indenture or the direction of Noteholders entitled to at least 25% (or, as to any particular matter, any higher percentage as may be specifically provided for hereunder) of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

(v)The Indenture Trustee shall not be required to take notice or be deemed to have notice or be deemed to have notice or knowledge of any Event of Default or Servicer Termination Event unless either (1) a Responsible Officer shall have actual knowledge of such Event of Default or Servicer Termination Event or (2) written notice of such Event of Default or Servicer Termination Event referring to the Notes, this Indenture and any Indenture Supplement shall have been received by a Responsible Officer in accordance with the provisions of this Indenture and any Indenture Supplement.  In the absence of receipt of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no Event of Default or Servicer Termination Event.

(vi)Subject to the other provisions of this Indenture, and without limiting the generality of this Section 11.01, the Indenture Trustee shall not have any duty, except as expressly provided in the Transaction Documents, or if applicable, in its capacity as successor servicer or successor manager under the Servicing Agreement and the

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Management Agreement, respectively, (A) to cause any recording, filing, or depositing of this Indenture or any Indenture Supplement or any agreement referred to herein or therein or any financing statement or continuation statement evidencing a security interest, or to cause the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to or cause the maintenance of any insurance, (C) to confirm or verify the truth, accuracy or contents of any reports, resolutions, certificates, statements, instruments, opinions, notices, requests, consents, orders, approvals or other documentation of the Issuer, the Asset Entities, the Manager, the Servicer, any Noteholder or Note Owner or any Rating Agency, delivered to the Indenture Trustee pursuant to this Indenture reasonably believed by the Indenture Trustee to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties (provided, however, the Indenture Trustee may, in its discretion, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and any Asset Entity personally or by agent or attorney), and (D) to see to the payment of any assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral other than from funds available in the Collection Account (provided that such assessment, charge, lien or encumbrance did not arise out of the Indenture Trustee’s willful misfeasance, bad faith or negligence).

(vii)None of the provisions contained in this Indenture or any Indenture Supplement shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Servicing Agreement except during such time, if any, as the Indenture Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Indenture and the Servicing Agreement.

(viii)The rights, protections, immunities and indemnities given to the Indenture Trustee hereunder are extended to and shall be enforceable by Deutsche Bank Trust Company Americas in each of its capacities hereunder and to each agent, custodian and other Person employed to act hereunder.

(ix)If the same Person is acting in as Indenture Trustee and Note Registrar, then any notices required to be given by such Person in one such capacity shall be deemed to have been timely given to itself in any other such capacity.

(d)The Indenture Trustee is hereby directed to execute and deliver the Account Control Agreement and the other Transaction Documents to which it is a party including, for the avoidance of doubt, any Deed of Trust required to be executed by the Indenture Trustee.

(e)The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f)Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or any Indenture Supplement.

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(g)Every provision in this Indenture and any Indenture Supplement that in any way relates to the Indenture Trustee is subject to paragraphs (a) through (f) of this Section 11.01.

Section 11.02Certain Matters Affecting the Indenture Trustee.  Except as otherwise provided in Section 11.01:

(i)the Indenture Trustee may conclusively rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine, absent manifest error, and to have been signed or presented by the proper party or parties;

(ii)the Indenture Trustee may consult with counsel and any written advice or opinion of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;

(iii)the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or any Indenture Supplement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, unless such Noteholders shall have provided to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby satisfactory to the Indenture Trustee, in its sole discretion; the Indenture Trustee shall not be required to expend or risk its own funds (except to pay overhead expenses, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses) or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge which has not been waived or cured, to exercise such of the rights and powers vested in it by this Indenture or any Indenture Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

(iv)the Indenture Trustee shall not be liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture on any Indenture Supplement;

(v)prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, the Indenture Trustee shall

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not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require an indemnity satisfactory to the Indenture Trustee, in its sole discretion, against such cost, expense or liability as a condition to taking any such action;

(vi)the Indenture Trustee may execute any of the trusts or powers vested in it by this Indenture or any Indenture Supplement and may perform any its duties hereunder, either directly or by or through agents, attorneys, nominees or custodians, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney, nominee or custodian appointed by the Indenture Trustee with due care; provided that the use of agents, attorneys, nominees or custodians shall not be deemed to relieve the Indenture Trustee of any of its duties and obligations hereunder (except as expressly set forth herein);

(vii)the Indenture Trustee shall not be responsible for any act or omission of the Servicer (unless, in the case of the Indenture Trustee, it is acting as Servicer) or the Manager;

(viii)the Indenture Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article II under this Indenture or under applicable law with respect to any transfer of any Note or any interest therein, other than to request delivery of the certification(s) or Opinions of Counsel described in said Article applicable with respect to changes in registration or record ownership of Notes in the Note Register and to examine the same to determine substantial compliance with the express requirements of this Indenture; and the Indenture Trustee and the Note Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depositary or between or among DTC Participants or Note Owners of the Notes, made in violation of applicable restrictions except for its failure to perform its express duties in connection with changes in registration or record ownership in the Note Register;

(ix)neither the Indenture Trustee nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Indenture or any Indenture Supplement hereto or in connection therewith except to the extent caused by the Indenture Trustee’s fraud, negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review;

(x)the Indenture Trustee shall not be liable for any losses on investments except for losses resulting from the failure of the Indenture Trustee to make an investment in accordance with reasonable instructions given in accordance herewith;

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(xi)in order to comply with laws, rules, regulation and executive orders in effect from time to time including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee may be required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee, and accordingly, each of the parties hereto agrees to provide the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with the foregoing;

(xii)the rights, protections, immunities and indemnities afforded to the Indenture Trustee pursuant to this Indenture shall also be afforded to the Indenture Trustee under the other Transaction Documents; and

(xiii)whenever in the administration of the provisions of this Indenture or any Indenture Supplement hereto the Indenture Trustee shall deem it necessary (in good faith) that a matter be proved or established as a matter of fact prior to taking or suffering any action or refraining from taking any action, the Indenture Trustee may require a certificate from an Executive Officer of the Issuer.  The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate.

Section 11.03Indenture Trustee’s Disclaimer.  The Indenture Trustee (i) shall not be responsible for, and makes no representation, as to the validity or adequacy of this Indenture, any Indenture Supplement, the Collateral or the Notes and (ii) shall not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible for any statement of the Issuer in this Indenture, any Indenture Supplement or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 11.04Indenture Trustee May Own Notes.  The Indenture Trustee (in its individual or any other capacity) or any of its respective Affiliates may become the owner or pledgee of Notes with (except as otherwise provided in the definition of “Noteholder”) the same rights it would have if it were not the Indenture Trustee or one of its Affiliates, as the case may be.

Section 11.05Fees and Expenses of Indenture Trustee; Indemnification of the Indenture Trustee.

(a)On each Payment Date, the Indenture Trustee shall withdraw from the Collection Account, prior to any payments to be made therefrom on such date, and (i) reimburse itself expenses incurred and (ii) pay to itself all of the Indenture Trustee Fee and such other fees pursuant to the Indenture Trustee’s fee schedule, earned in respect of the Notes through the end of the then most recently ended Interest Accrual Period as compensation for all services rendered by the Indenture Trustee hereunder, and in accordance with Section 5.01(a). The Indenture Trustee Fee shall be an amount equal to $27,150 per annum payable monthly in advance.

(b)The Indenture Trustee and any of its affiliates, directors, officers, employees or agents shall be entitled to be indemnified and held harmless out of the funds on

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deposit in the Accounts for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel’s fees and expenses, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Indenture, the Notes (unless, in the case of the Indenture Trustee, it incurs any such expense or liability in the capacity of successor servicer, in which case such expense or liability will be reimbursable thereto in the same manner as it would be for any other Servicer in accordance with the Servicing Agreement) or any act or omission of the Indenture Trustee relating to the exercise and performance of any of the rights and duties of the Indenture Trustee hereunder; provided, however, that none of the Indenture Trustee or any of the other above specified Persons shall be entitled to indemnification or reimbursement pursuant to this Section 11.05(b) for any expense that constitutes (1) allocable overhead, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (2) any loss, liability, damage, claim or expense specifically required to be borne thereby pursuant to the terms of this Indenture or (3) any loss, liability, damage, claim or expense incurred by reason of any breach on the part of the Indenture Trustee of any of its representations or warranties contained herein or any willful misfeasance, bad faith or negligence in the performance of, or reckless disregard of, such Person’s obligations and duties hereunder.  Without limiting the foregoing, the Issuer agrees to indemnify and hold harmless the Indenture Trustee and its Affiliates from and against any liability (including for taxes, penalties or interest asserted by any taxing jurisdiction) arising from any failure to withhold taxes from amounts payable in respect of payments from the Collection Account.  The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder absent prejudice to the Issuer.  The Issuer shall defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel.  To the extent the Indenture Trustee (or the Servicer on its behalf) renders services or incurs expenses after an Event of Default specified in Section 10.01(f) or Section 10.01(g), the compensation for services and expenses incurred by it are intended to constitute expenses of administration under any applicable federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect.  The Indenture Trustee (for itself and on behalf of the Servicer) shall have a lien on the Collateral, as governed by this Indenture, to secure the obligations of the Issuer under this Section 11.05.

(c)Notwithstanding anything in this Indenture to the contrary, in no event shall the Indenture Trustee be liable for special, indirect, or consequential damages of any kind whatsoever (including lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(d)This Section 11.05 shall survive the discharge or termination of this Indenture or the resignation or removal of the Indenture Trustee as regards rights and obligations prior to such discharge, termination, resignation or removal.

Section 11.06Eligibility Requirements for Indenture Trustee.  The Indenture Trustee hereunder shall not be an Affiliate of the Servicer (unless the Indenture Trustee is a successor servicer) or any Asset Entity (unless the Indenture Trustee becomes an Affiliate through any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Transaction Documents) and shall at all times be a corporation, bank, trust

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company or association that: (i) is organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia and authorized under such laws to exercise corporate trust powers; (ii) has a combined capital and surplus of at least $100,000,000; and (iii) is subject to supervision or examination by federal or state authority.  If such corporation, bank, trust company or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation, bank, trust company or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  Furthermore, the Indenture Trustee shall at all times maintain (or shall have caused to have been appointed a fiscal agent that at all times maintains) a long-term unsecured debt rating of no less than BBB- from Fitch and Baa3 from Moody’s (or such lower rating with respect to which the Indenture Trustee shall have received a Rating Agency Confirmation from Fitch).  The corporation, bank, trust company or association serving as Indenture Trustee may have normal banking and trust relationships with the Asset Entities, the Servicer and their respective Affiliates but, except to the extent permitted or required by the Servicing Agreement, shall not be an “Affiliate” (as such term is defined in Section III of PTE 2000-58) of the Servicer, any sub-servicer, either Initial Purchaser, the Issuer and the Asset Entities or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Persons.

Section 11.07Resignation and Removal of Indenture Trustee.

(a)The Indenture Trustee may at any time resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than sixty (60) days prior written notice thereof to the other parties to this Indenture, the Servicer and all of the Noteholders.  Upon receiving such notice of resignation, the Issuer shall use its best efforts to promptly appoint a successor indenture trustee meeting the eligibility requirements of Section 11.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Indenture Trustee and to the successor indenture trustee.  A copy of such instrument shall be delivered to the other parties to this Indenture, the Servicer and to the Noteholders by the Issuer.  If no successor indenture trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor indenture trustee.

(b)If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 11.06 and shall fail to resign after written request therefor by the Issuer, the Manager or the Servicer, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Indenture Trustee’s continuing to act in such capacity would (as confirmed in writing to the Issuer by the Rating Agencies) result in the qualification, downgrade or withdrawal of the rating then assigned to any Class of Notes rated by such Rating Agency (or the placing of such Class of Notes on negative credit watch or ratings outlook negative status in contemplation of any such action with respect thereto), then the Issuer, or the Noteholders entitled to more than 50% of the Voting Rights, may remove the Indenture Trustee and appoint a

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successor indenture trustee by written instrument, in duplicate, which instrument shall be delivered to the Indenture Trustee so removed and to the successor indenture trustee.  A copy of such instrument shall be delivered to the other parties to this Indenture, the Servicer and the Noteholders by the Issuer.

(c)Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor indenture trustee as provided in Section 11.08.

Section 11.08Successor Indenture Trustee.

(a)Any successor indenture trustee appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Issuer, the Manager, the Servicer and its predecessor indenture trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor indenture trustee shall become effective and such successor indenture trustee, without any further act, deed or conveyance, shall become fully vested with all of the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as indenture trustee herein.  The predecessor indenture trustee shall deliver to the successor indenture trustee all documents relating to the Notes held by it hereunder, and the Issuer, the Servicer and the predecessor indenture trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor indenture trustee all such rights, powers, duties and obligations, and to enable the successor indenture trustee to perform its obligations hereunder.

(b)No successor indenture trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor indenture trustee shall be eligible under the provisions of Section 11.06.

(c)Upon acceptance of appointment by a successor indenture trustee as provided in this Section 11.08, such successor indenture trustee shall mail notice of the succession of such indenture trustee hereunder to the Issuer, the Servicer and the Noteholders.

Section 11.09Merger or Consolidation of Indenture Trustee.  Any entity into which the Indenture Trustee may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Indenture Trustee shall be the successor of the Indenture Trustee hereunder; provided that such entity shall be eligible under the provisions of Section 11.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 11.10Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any of the Notes or property

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securing the same may at the time be located, the Indenture Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-indenture trustee or co-indenture trustees, jointly with the Indenture Trustee, or separate indenture trustee or separate indenture trustees, of the Notes, and to vest in such Person or Persons, in such capacity, such title to the Notes, or any part thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.  No co-indenture trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor indenture trustee under Section 11.06, and no notice to holders of Notes of the appointment of co-indenture trustee(s) or separate indenture trustee(s) shall be required under Section 11.08.

(b)In the case of any appointment of a co-indenture trustee or separate indenture trustee pursuant to this Section 11.10, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate indenture trustee or co-indenture trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Indenture Trustee hereunder or when acting as successor servicer under the Servicing Agreement), the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate indenture trustee or co-indenture trustee solely at the direction of the Indenture Trustee.

(c)Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-indenture trustees, as effectively as if given to each of them.  Every instrument appointing any separate indenture trustee or co-indenture trustee shall refer to this Indenture and the conditions of this Article XI.  Each separate indenture trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all of the provisions of this Indenture and any Indenture Supplement, specifically including every provision of this Indenture and any Indenture Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.

(d)Any separate trustee or co-trustee may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture or any Indenture Supplement on its behalf and in its name.  The Indenture Trustee shall not be responsible for any act or inaction of any such trustee or co-trustee.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e)The appointment of a co-trustee or separate trustee under this Section 11.10 shall not relieve the Indenture Trustee of its duties and responsibilities hereunder.

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Section 11.11Access to Certain Information.

(a)The Indenture Trustee shall afford to the Issuer, the Initial Purchasers, the Servicer, the Controlling Class Representative and each Rating Agency and any banking or insurance regulatory authority that may exercise authority over any Noteholder or Note Owner, access to any documentation regarding the Notes.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the Corporate Trust Office; provided, however, that any such examination permitted under this Section 11.11 will be conducted in a manner which does not unreasonably interfere with the Indenture Trustee’s normal operations or customer and employee relations.

(b)The Indenture Trustee shall maintain at its Corporate Trust Office and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available, for review by the Issuer, the Rating Agencies, and the Controlling Class Representative originals or copies of the following items (to the extent that such items were prepared by or delivered to the Indenture Trustee): (i) this Indenture, and any applicable Indenture Supplements and any amendments and exhibits hereto or thereto; (ii) the Servicing Agreement, each sub-servicing agreement delivered to the Indenture Trustee since the Closing Date and any amendments and exhibits thereto; (iii) all Indenture Trustee Reports actually delivered or otherwise made available to Noteholders pursuant to Section 11.11(d) since the Closing Date; and (iv) any other information in the possession of the Indenture Trustee that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.  The Indenture Trustee shall provide, or cause to be provided, or make available copies of any and all of the foregoing items to any of the Persons set forth in the previous sentence promptly following request therefor by such Person; provided, however, that except in the case of the Rating Agencies, the Indenture Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.

(c)Upon reasonable advance notice and at the expense of the Issuer, Note Owner, Controlling Class Representative or Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein (a “Requesting Party”), the Indenture Trustee, subject to the succeeding paragraph, shall make available to such Requesting Party electronic copies of (i) this Indenture; (ii) the Indenture Supplement; (iii) the Cash Management Agreement; (iv) the Management Agreement; (v) the Backup Management Agreement; (vi) the HoldCo Guaranty; (vii) the Servicing Agreement; and (viii) each Indenture Trustee Report delivered to Noteholders, in each case, to the extent delivered to the Indenture Trustee; provided that the Requesting Party furnish to the Indenture Trustee a written certification substantially in the form attached hereto as Exhibit D as to the effect that (x) in the case of a Noteholder, such Person or entity will keep such information confidential (except that any Noteholder may provide any such information obtained by it to any other person or entity that holds or is contemplating the purchase of any Note or interest therein; provided that such other person or entity confirms to such Noteholder in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); (y) in the case of a Note Owner, such person or entity is a beneficial owner of Notes held in book-entry form and will keep such information confidential (except that such Note Owner may provide such information to any other Person or entity that holds or is contemplating the purchase of any Note or interest therein; provided that such other person or entity confirms to such Note Owner in writing such ownership

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interest or prospective ownership interest and agrees to keep such information confidential) and (z) in the case of a Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein, such person or entity is a bona fide prospective purchaser of a Note or an interest therein, is requesting the information for use in evaluating a possible investment in Notes and will keep such information confidential.

(d)           Based solely on information provided in the Manager Reports and Servicing Reports and delivered to the Indenture Trustee, the Indenture Trustee shall prepare and make available on each Payment Date to each Noteholder a statement (“Indenture Trustee Report”) substantially in the form of Exhibit I and specifying the payments made on such Payment Date and shall also make available to any Requesting Party an electronic file detailing information regarding the performance of the Tenant Site Assets and amounts on deposit in, and withdrawn from, each Site Acquisition Account for the related Collection Period, in each case, to the extent such information is delivered to the Indenture Trustee by the Servicer. The Indenture Trustee shall make available each Indenture Trustee Report and each Servicing Report delivered by the Servicer and certain other information each month on its website, which will initially be located at https://tss.sfs.db.com/investpublic/. The manner in which notices and other communications are conveyed by DTC to DTC Participants, and by DTC Participants to the Note Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.  The Servicer and the Indenture Trustee are required to recognize as Noteholders only those persons in whose names the Notes are registered on the books and records of the Note Registrar.

(e)           The Indenture Trustee shall not be liable for providing or disseminating information in accordance with the terms of this Indenture.

Section 11.12       Servicer to Act for Indenture Trustee.  Indenture Trustee hereby grants to the Servicer the power and authority to perform on its behalf the duties, rights and remedies granted to the Indenture Trustee under the Indenture and the other Transaction Documents to the extent such duties, rights and remedies relate to the servicing and administration of the Tenant Site Assets and related Collateral, and the Indenture Trustee shall have no responsibility or liability for the Servicer’s exercise of such duties, rights and remedies; provided that such grant shall not obligate the Servicer to perform any such duties, rights and remedies (other than those that the Servicer has expressly agreed to perform pursuant to the Transaction Documents).

ARTICLE XII

NOTEHOLDERS’ LISTS, REPORTS AND MEETINGS

Section 12.01       Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.  The Issuer shall cause the Note Registrar to furnish to the Indenture Trustee (a) not more than three (3) Business Days prior to each Payment Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Definitive Notes as of such date and (b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished;

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provided, however, that the Issuer shall not be required to furnish such list so long as the Indenture Trustee is the Note Registrar.

Section 12.02       Preservation of Information.  The Indenture Trustee shall cause the Note Registrar to preserve in as current a form as is reasonably practicable, the names and addresses of Holders of Definitive Notes received by the Note Registrar and the names and addresses of the Holders of Definitive Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 12.01.  The Indenture Trustee may destroy any list furnished to it as provided in such Section 12.01 upon receipt of a new list so furnished.

Section 12.03       Fiscal Year.  Unless the Issuer otherwise determines (with the prior written consent of the Servicer), the fiscal year of the Issuer shall correspond to the calendar year.

Section 12.04       Voting by Noteholders.

(a)           The Voting Rights will be allocated among the respective Classes of Notes according to the ratio of the Class Principal Balance of each Class of Notes to the Class Principal Balance of all Classes of Notes.  Voting Rights allocated to a Class of Notes will be allocated among the Notes of such Class in proportion to the Percentage Interest in such Class evidenced thereby.  Notes held by the Issuer or any of its Affiliates shall be deemed not to be Outstanding in determining Voting Rights; provided that the foregoing restriction will not apply to Voting Rights attributable to any Class of Notes that is 100% owned by Affiliates of the Issuer to the extent that such Class is adversely affected by a vote.

(b)           Except as otherwise provided herein or in any Indenture Supplement, all resolutions of Noteholders shall be passed by votes representing more than 50% of the Voting Rights of Notes.  Book-Entry Notes shall be voted by the Depositary on behalf of the Beneficial Owners thereof in accordance with written instructions received in accordance with applicable DTC procedures.

Section 12.05       Communication by Noteholders with other Noteholders.  Noteholders may communicate with other Noteholders with respect to their rights under this Indenture, any Indenture Supplement or the Notes.  If any Noteholder makes written request to the Note Registrar, and such request states that such Noteholder desires to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such request is accompanied by a copy of the communication that such Noteholder proposes to transmit, then the Note Registrar shall, within thirty (30) days after the receipt of such request, afford the requesting Noteholder access during normal business hours to, or deliver to the requesting Noteholder a copy of, the most recent list of Noteholders held by the Note Registrar (which list shall be current as of a date no earlier than thirty (30) days prior to the Note Registrar’s receipt of such request).  Every Noteholder, by receiving such access, acknowledges that neither the Note Registrar nor the Indenture Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.

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ARTICLE XIII

INDENTURE SUPPLEMENTS

Section 13.01       Indenture Supplements without Consent of Noteholders.  Without the consent of the Noteholders or the Servicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto at the expense of the party requesting such supplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:

(i)            to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Indenture, any Indenture Supplement or the Notes or any provision in this Indenture or any Indenture Supplement or the Notes which is inconsistent with the Offering Memorandum;

(ii)           to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

(iii)          to modify this Indenture or any Indenture Supplement as required or made necessary by any change in applicable law;

(iv)          to add to the covenants of the Obligors or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon the Obligors in this Indenture or any Indenture Supplement;

(v)           to add any additional Events of Default;

(vi)          to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;

(vii)         to evidence and provide for the acceptance of appointment by a successor indenture trustee; or

(viii)        modify or supplement the provisions of this Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for the terms and provisions applicable to such Series of Variable Funding Notes;

provided, however, the amendment of the Indenture or any Indenture Supplement will be prohibited unless (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to such Series of Notes that will remain outstanding after such amendment and (iii) the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the opinion of counsel with respect to the tax treatment of the Notes delivered on

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the Initial Closing Date) to the effect that such amendment will not for United States federal income tax purposes (x) cause any of the Notes to be deemed to have been exchanged for a new debt instrument or (y) cause the Issuer to be taxable as other than a partnership or disregarded entity.

In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) with respect to any amendment of the Management Agreement, the Servicing Agreement, the Holdco Guaranty or the Backup Management Agreement, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may rely on a certificate received from an Executive Officer of the Issuer) and (iii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of Section 9(j)(ii) of the limited liability company agreement of the Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 75% of the Voting Rights of all Notes voting as a single class and the consent of the Controlling Class Representative (which consent shall not be unreasonably withheld or delayed).

Section 13.02       Indenture Supplements with Consent of Noteholders.  The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the Voting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, also may amend, supplement or modify this Indenture, any Indenture Supplement or the Notes or waive compliance by the Issuer with any provision of this Indenture, any Indenture Supplement or the Notes; provided, however, that no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Note (including, notwithstanding anything to the contrary contained herein, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby:

(i)            change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series;

(ii)           reduce the amounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date;

(iii)          change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date;

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(iv)          change the coin or currency in which the principal of any Note or interest thereon is payable;

(v)           impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any Note on or after the maturity thereof;

(vi)          reduce the percentage in principal balance of the outstanding principal balance of any of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any amendment;

(vii)         change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in this Indenture;

(viii)        modify the provisions of this Indenture or any Indenture Supplement governing the amount of principal, interest and the Anticipated Repayment Date, the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or

(ix)          permit the creation of any lien ranking prior to or on parity with the lien of the Noteholders with respect to the Collateral or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement, terminate the lien of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such.

In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Issuer.

It shall not be necessary for any Act of the Noteholders under this Section 13.02 to approve the particular form of any proposed indenture supplement, but it shall be sufficient if such Act shall approve the substance thereof.

Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of the Indenture shall not require the consent of any Noteholder.

Promptly after the execution by the Issuer and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement.  Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.

Section 13.03       Execution of Indenture Supplements.  In executing, or permitting the additional trusts created by, any indenture supplement permitted by this Article XIII or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such indenture

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supplement is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery of such indenture supplement have been satisfied.  The Indenture Trustee may, but shall not be obligated to (and with respect to the Servicer shall not, except as permitted by the Servicing Agreement), enter into any such indenture supplement that affects the Indenture Trustee’s (or with respect to the Servicer, the Servicer’s) own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 13.04       Effect of Indenture Supplement.  Upon the execution of any indenture supplement pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Servicer, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such indenture supplement shall be and be deemed to be part of the terms and conditions of this Indenture and any Indenture Supplement for any and all purposes.

Section 13.05       Reference in Notes to Indenture Supplements.  Notes authenticated and delivered after the execution of any indenture supplement pursuant to this Article XIII may bear a notation in form approved by the Indenture Trustee as to any matter provided for in such indenture supplement.  If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to any such indenture supplement may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE XIV

PLEDGE OF OTHER OBLIGOR COLLATERAL

Section 14.01       Grant of Security Interest/UCC Collateral.  Each Obligor hereby grants to the Indenture Trustee, on behalf of the Noteholders, a security interest in all of its right, title and interest in, to and under the following property in each case whether now owned or hereafter acquired and wherever located: (i) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including machinery, towers, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock, (ii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including proceeds which constitute property of the types described herein), (iii) accounts (as defined in the UCC), (iv) inventory (as defined in the UCC), (v) general intangibles (as defined in the UCC), (vi) investment property (as defined in the UCC), (vii) deposit accounts (as defined in the UCC), (viii) chattel paper (as defined in the UCC), (ix) instruments (as defined in the UCC), (x) 100% of the limited liability company or other ownership interests in each Asset Entity, (xi) all rights and remedies of any of the Obligors under the Transaction Documents, (xii) leases of personal property and (xiii) the proceeds of the foregoing (collectively, the “Other Obligor Collateral”), as security for payment and performance of all of the Obligations hereunder. The Issuer and the Asset Entities hereby authorize the Indenture Trustee, and the Indenture Trustee shall have the right but not the obligation, to file such financing statements as the Indenture Trustee shall deem

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reasonably necessary to perfect the Indenture Trustee’s interest in the Other Obligor Collateral and file continuation statements to match such perfection. The Issuer and the Asset Entities authorize the Indenture Trustee to use the collateral description “all personal property” or similar variation in any such financing statements.  Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee shall have all rights and remedies pertaining to the Other Obligor Collateral as are provided for in any of the Transaction Documents or under any applicable law including the Indenture Trustee’s rights of enforcement with respect to the Other Obligor Collateral or any part thereof, exercising its rights of enforcement with respect to the Other Obligor Collateral or any part thereof under the UCC (or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following:

(a)           The Indenture Trustee may enter upon the premises of an Obligor to take possession of, assemble and collect the Other Obligor Collateral or to render it unusable.

(b)           The Indenture Trustee may require an Obligor to assemble the Other Obligor Collateral and make it available at a place the Indenture Trustee designates which is mutually convenient to allow the Indenture Trustee to take possession or dispose of the Other Obligor Collateral.

(c)           Written notice mailed to the Issuer as provided herein at least ten (10) days prior to the date of public sale of the Other Obligor Collateral or prior to the date after which private sale of the Other Obligor Collateral will be made shall constitute reasonable notice.

(d)           In the event of a foreclosure sale, the Other Obligor Collateral and the other Collateral may, at the option of the Indenture Trustee, be sold as a whole.

(e)           It shall not be necessary that the Indenture Trustee take possession of the Other Obligor Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Other Obligor Collateral or any part thereof be present at the location of such sale.

(f)            Prior to application of proceeds of disposition of the Other Obligor Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by the Indenture Trustee.

(g)           Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to the Indenture Trustee having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by the Indenture Trustee, shall be taken as prima facie evidence of the truth of the facts so stated and recited.

(h)           The Indenture Trustee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Indenture Trustee,

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including the sending of notices and the conduct of the sale, but in the name and on behalf of the Indenture Trustee.

ARTICLE XV

MISCELLANEOUS

Section 15.01       Compliance Certificates and Opinions, etc.  Upon any application or request by the Issuer to the Indenture Trustee or Servicer to take any action under any provision of this Indenture, any Indenture Supplement or any Transaction Document, the Issuer shall furnish to the Indenture Trustee and Servicer (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture, any Indenture Supplement, or any Transaction Document relating to the proposed action have been complied with, when reasonably requested by the Indenture Trustee or Servicer, (ii) an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture, any Indenture Supplement or any Transaction Document as applicable, and all such conditions precedent, if any, have been complied with, and (iii) if applicable, an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 15.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, any Indenture Supplement or any Transaction Document, no additional certificate or opinion need be furnished.

Every certificate or opinion provided by or on behalf of the Issuer with respect to compliance with a condition or covenant provided for in this Indenture, or any Indenture Supplement or any other Transaction Document shall include:

(i)            a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions in this Indenture, in any Indenture Supplement or any other Transaction Document relating thereto;

(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)          a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)          a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Nothing herein shall be deemed to require either the Indenture Trustee or the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from any Issuer, Asset Entity, Guarantor or the Manager.  In connection with the performance of its obligations hereunder and under the other Transaction Documents, each of the Indenture Trustee and the

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Servicer shall be entitled to conclusively rely upon any written information or certification (without any obligation to investigate the accuracy or completeness of any information or certification set forth therein) or recommendation provided to it by the Manager, and neither the Indenture Trustee nor the Servicer shall have any liability with respect thereto.

Section 15.02       Form of Documents Delivered to Indenture Trustee.

(a)           In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b)           Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous.  Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, stating that the information with respect to such factual matters is in the possession of the Issuer, unless such officer or officers of the Issuer or such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c)           Where any Person is required to make, give or execute two or more applications, requests, comments, certificates, statements, opinions or other instruments under this Indenture, any Indenture Supplement or any other Transaction Document, they may, but need not, be consolidated and form one instrument.

(d)           Whenever in this Indenture, any Indenture Supplement or any other Transaction Document, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer or the Asset Entities shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s or the Asset Entities’ compliance with any term hereof, in any Indenture Supplement or any other Transaction Document, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer or the Asset Entities to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Indenture Trustee’s or Servicer’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article XI.

Section 15.03       Acts of Noteholders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Indenture Supplement to be given or taken by

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Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as otherwise expressly provided in this Indenture or in any Indenture Supplement such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied in this Indenture or in any Indenture Supplement and evidenced thereby) are sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Article XI) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 15.03.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Indenture Trustee deems sufficient.

(c)           The ownership, principal balance and serial numbers of the Notes, and the date of holding the same, shall be proved by the Note Register.

(d)           If the Issuer shall solicit from Noteholders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so.  Any such record date shall be fixed at the Issuer’s discretion.  If not set by the Issuer prior to the first solicitation of a Noteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date shall be the date thirty (30) days prior to such first solicitation of Noteholders.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purpose of determining whether Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding shall be computed as of such record date.

(e)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Servicer or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(f)            Without limiting the foregoing, a Noteholder entitled hereunder or under any Indenture Supplement to take any action hereunder or thereunder with regard to any Note may do so with regard to all or any part of the principal balance of such Note or by one or more appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal balance of such Note.

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Section 15.04       Notices; Copies of Notices and Other Information.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:

(i)            the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office; or

(ii)           the Issuer by the Indenture Trustee, the Servicer, or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid and by facsimile to the Issuer addressed to: LMRK Issuer Co. LLC, 2141 Rosecrans Avenue, Suite 2100, El Segundo, CA 90245; Attention: George Doyle with copies to Landmark Infrastructure Partners LP, 2141 Rosecrans Ave #2100, El Segundo, California 90245, Attention: Legal Department and Latham & Watkins LLP, 885 3rd Ave, New York, New York 10022, Attention: Loren Finegold, Esq. or at any other address previously furnished in writing to the Indenture Trustee and the Servicer by the Issuer.  The Issuer shall promptly transmit any notice received by them from the Noteholders to the Indenture Trustee and Servicer.

(b)           Any notice to be given to the Indenture Trustee hereunder shall also be given to the Note Registrar and the Servicer in writing, personally delivered, faxed or mailed by certified mail; provided, however, that only one notice to the Indenture Trustee shall be necessary at any time that the Indenture Trustee is also the Note Registrar.

(c)           Any notice, and copies of any reports, certificates, schedules, statements, documents or other information to be given to the Indenture Trustee by the Issuer, the Guarantor, or the Asset Entities hereunder shall also be simultaneously given to the Servicer in writing, personally delivered, faxed or mailed by certified mail and shall not be deemed given to the Indenture Trustee until also given to the Servicer; provided, however, that only one notice or copy of such reports, certificates, schedules, or other information required to be given to the Indenture Trustee shall be necessary at any time that the Indenture Trustee is also the Servicer.

(d)           Notices required to be given to the Rating Agencies by the Issuer or the Asset Entities or the Indenture Trustee with respect to any Series of Notes shall be made as specified in the Series Supplement for such Series of Notes.

Section 15.05       Notices to Noteholders; Waiver.

(a)           Where this Indenture or any Indenture Supplement provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise expressly provided in this Indenture or in any Indenture Supplement) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that

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is mailed in the manner provided in this Indenture shall conclusively be presumed to have been duly given.

(b)           Where this Indenture or any Indenture Supplement provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c)           In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture or any Indenture Supplement, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d)           Where this Indenture or any Indenture Supplement provides for notice to the Rating Agencies, failure to give such notice to the Rating Agencies shall not affect any other rights or obligations created hereunder or under any Indenture Supplement, and shall not under any circumstance constitute a Default or Event of Default.

Section 15.06       Payment and Notice Dates.  All payments to be made and notices to be delivered pursuant to this Indenture, any Indenture Supplement or any other Transaction Document shall be made by the responsible party as of the dates set forth in this Indenture, in any Indenture Supplement or in any other Transaction Document.

Section 15.07       Effect of Headings and Table of Contents.  The Article and Section headings in this Indenture or in any Indenture Supplement and the Table of Contents are for convenience only and shall not affect the construction hereof or thereof.

Section 15.08       Successors and Assigns.  All covenants and agreements in this Indenture, any Indenture Supplement and the Notes by the Obligors shall bind their permitted successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture and any Indenture Supplement shall bind its permitted successors, co-trustees and agents.

Section 15.09       Severability.  In case any provision in this Indenture or any Indenture Supplement or in the Notes of any Series shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 15.10       Benefits of Indenture.  Subject to Section 13.01 and Section 13.02 and Article XI, nothing in this Indenture, any Indenture Supplement or in the Notes, express or implied, shall give to any Person, other than the parties hereto, the Servicer, the Backup Manager and their successors hereunder, the Noteholders and any other party secured hereunder or under any such Indenture Supplement, and any other Person with an ownership interest in any part of the Collateral and the Rating Agencies, any benefit or any legal or equitable right, remedy or claim under this Indenture or any Indenture Supplement.

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Section 15.11       Legal Holiday.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes, this Indenture or any Indenture Supplement) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and, except as otherwise expressly provided in this Indenture or in any such Indenture Supplement, no interest shall accrue for the period from and after any such nominal date.

Section 15.12       Governing Law.  THIS INDENTURE AND EACH INDENTURE SUPPLEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.  EACH OBLIGOR IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS INDENTURE OR EACH SUCH INDENTURE SUPPLEMENT.

Section 15.13       Counterparts.  This Indenture and any Indenture Supplement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of this Indenture and any Indenture Supplement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 15.14       Recording of Indenture.  If this Indenture or any Indenture Supplement is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense.

Section 15.15       Corporate Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Asset Entities or the Indenture Trustee, in each of their capacities hereunder or under any Indenture Supplement, on the Notes, under this Indenture or any Indenture Supplement or any certificate or other writing delivered in connection herewith, under any Indenture Supplement, against (i) the Indenture Trustee, the Paying Agent and the Note Registrar in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee in its individual capacity, any holder of equity in the Issuer, the Guarantor, the Asset Entities (other than the Obligors) and their respective officers, members, partners, managers, directors and agents or the Indenture Trustee or in any successor or assign of the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee has no such obligations in its individual capacity).

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Section 15.16       No Petition.  The Indenture Trustee, by entering into this Indenture or any Indenture Supplement, and each Noteholder, by accepting a Note, and each Note Owner, by accepting an ownership interest in a Global Note, hereby covenants and agrees that neither it nor the Indenture Trustee on behalf of such Noteholder will at any time institute against the Issuer, the Asset Entities or the Guarantor, or join in any institution against the Issuer, the Asset Entities or the Guarantor of, any bankruptcy, reorganization, insolvency or similar proceedings, or other proceedings under any federal, state or foreign bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any such Indenture Supplement or any of the other Transaction Documents.

Section 15.17       Extinguishment of Obligations.  Notwithstanding anything to the contrary in this Indenture or any Indenture Supplement, all obligations of the Issuer hereunder or under any Indenture Supplement shall be deemed to be extinguished in the event that, at any time, the Issuer, the Guarantor and the Asset Entities have no assets (which shall include claims that may be asserted by the Issuer, the Guarantor and the Asset Entities with respect to contractual obligations of third parties to the Issuer, the Guarantor and the Asset Entities but which shall not include the proceeds of the issue of their equity interests).  No further claims may be brought against any of the Issuer’s directors or officers or against their shareholders , partners or members, as the case may be, for any such obligations, except in the case of fraud or actions taken in bad faith by such Persons.

Section 15.18       Survival of Representations and Warranties.  All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Indenture, and the purchase of the Notes hereunder and the termination of this Indenture.

Section 15.19       Excluded Tenant Site Assets.  Nothing contained in this Indenture or any other Transaction Document shall prohibit Parent or any subsidiary or Affiliate of Parent (other than the Guarantor or an Obligor) from acquiring, owning and managing real property or other interests that are not Tenant Site Assets and are consequently not included as Collateral (such sites, “Excluded Tenant Site Assets”).  If Excluded Tenant Site Assets are owned prior to, or acquired after, the Initial Closing Date by Parent or a non-Asset Entity subsidiary or non-Obligor subsidiary and such entity thereby owns or acquires a lease, or proposes to enter into a lease, of the related site space with a party that is also a Tenant under a Tenant Lease, such new lease will be separate from and independent of any Tenant Lease between such party and an Asset Entity.

Section 15.20       Waiver of Immunities.  To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property, the Issuer hereby irrevocably waives such immunity in respect of their obligations under this Indenture, any Indenture Supplement, the Notes and any other Transaction Document, to the extent permitted by law.

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Section 15.21       Non-Recourse.  The Noteholders shall not have at any time any recourse on the Notes or under this Indenture or any Indenture Supplement against the Indenture Trustee, the Servicer or any Agents or Affiliates thereof.

Section 15.22       Indenture Trustee’s Duties and Obligations Limited.  The duties and obligations of the Indenture Trustee, in its various capacities hereunder and under any Indenture Supplement, shall be limited to those expressly provided for in their entirety in this Indenture (including any exhibits to this Indenture and to any Indenture Supplement).  Any references in this Indenture and in any Indenture Supplement (and in the exhibits to this Indenture and to any Indenture Supplement) to duties or obligations of the Indenture Trustee, in its various capacities hereunder and under any such Indenture Supplement, that purport to arise pursuant to the provisions of any of the Transaction Documents or any such Indenture Supplement shall only be duties and obligations of the Indenture Trustee, or the Indenture Trustee in its other capacities, as applicable, if the Indenture Trustee is a signatory to any such Transaction Documents or any such Indenture Supplement.  By its acquisition of the Notes, each Noteholder shall be deemed to have authorized and directed the Indenture Trustee to enter into the Transaction Documents to which the Indenture Trustee is a signatory.

Section 15.23       Appointment of Servicer.  The Issuer hereby consents to the appointment of Midland Loan Services, a division of PNC Bank, National Association to act as Servicer.

Section 15.24       Agreed Upon Tax Treatment.  By purchasing the Notes, each Holder will agree to treat the Notes as debt for all United States tax purposes.

Section 15.25       Tax Forms.  Each Holder, by its acceptance of its Note, agrees that it shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN or W-8BEN-E (Certification of Foreign Status of as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status), IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. It agrees to provide any certification or information that is reasonably requested by the Issuer or its agents (a) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding, (b) to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its assets, or (c) to determine or satisfy its duties and liabilities with respect to any taxes or other charges that it may be required to pay, deduct or withhold from payments in respect of the Notes or the holder of such Notes under any present or future law or regulation by any jurisdiction or taxing authority therein or to comply with any reporting or other requirements under any law or regulation.

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ARTICLE XVI

GUARANTEES

Section 16.01       Guarantees.  Each Asset Entity hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Indenture Trustee and the Servicer and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer and the other Asset Entities under this Indenture and the Notes and each other Transaction Document and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer and the other Asset Entities under this Indenture and the Notes and all other Transaction Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).

Each Asset Entity waives presentation to, demand of, payment from and protest to the Issuer and the other Asset Entities of any of the Guaranteed Obligations and also waives notice (except as required under this Indenture or the other Transaction Documents) of protest for nonpayment. Each Asset Entity waives notice (except as required under this Indenture or the other Transaction Documents) of any default under the Notes or the other Guaranteed Obligations. The obligations of each Asset Entity hereunder shall not be affected by (a) the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any right or remedy under the Transaction Documents against any other Obligor or any other Person or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other Transaction Document; (d) the release of any security held by any Holder or the Indenture Trustee for the Obligations or any of them; or (e) the failure of any Holder or the Indenture Trustee or the Servicer to exercise any right or remedy against any other guarantor of the Guaranteed Obligations.

Each Asset Entity further agrees that its guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Indenture Trustee or the Servicer to any security held for payment of the Guaranteed Obligations.

Except as expressly set forth herein, the obligations of each Asset Entity hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Asset Entity herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Indenture Trustee or the Servicer to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Asset Entity or would otherwise operate as a discharge of such Asset Entity as a matter of law or equity.

Each Asset Entity further agrees that its guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of

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principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Indenture Trustee or the Servicer upon the bankruptcy or reorganization of the Issuer or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Indenture Trustee or the Servicer has at law or in equity against any Asset Entity by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Asset Entity hereby promises to and shall, upon receipt of written demand by the Indenture Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Indenture Trustee or the Servicer, as the case may be, an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Obligations and (iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Indenture Trustee and the Servicer.

Each Asset Entity also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses and court costs) incurred by the Indenture Trustee or the Servicer in enforcing any rights under this Section.

Notwithstanding any payment made by any Asset Entity hereunder, such Asset Entity shall not be entitled to be subrogated to any of the rights of the Indenture Trustee against the Obligors or any collateral security or guarantee or right of offset held by the Indenture Trustee for the payment of the Obligations, nor shall the Asset Entity seek or be entitled to seek any contribution or reimbursement from the Obligors in respect of payments made by the Asset Entity hereunder, until the Obligations are paid in full. If any amount shall be paid to an Asset Entity on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Asset Entity in trust for the Indenture Trustee, segregated from other funds of such Asset Entity, and shall, forthwith upon receipt by such Asset Entity, be turned over to the Indenture Trustee in the exact form received by such Asset Entity (duly indorsed by such Asset Entity to the Indenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine.

Section 16.02       Limitation on Liability.  Any term or provision of this Indenture to the contrary, the maximum, aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Asset Entity shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Asset Entity, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Section 16.03       Successors and Assigns.  Subject to Section 16.06, this Article XVI shall be binding upon each Asset Entity and its successors and assigns and shall inure to the benefit of the successors and assigns of the Indenture Trustee, the Servicer and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Indenture Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall

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automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 16.04       No Waiver.  Neither a failure nor a delay on the part of either the Indenture Trustee, the Servicer or the Holders in exercising any right, power or privilege under this Article XVI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Indenture Trustee, the Servicer and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XVI at law, in equity, by statute or otherwise.

Section 16.05       Modification.  No modification, amendment or waiver of any provision of this Article XVI, nor the consent to any departure by any Asset Entity therefrom, shall in any event be effective unless the same shall be in writing and signed by the Indenture Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Asset Entity in any case shall entitle such Asset Entity to any other or further notice or demand in the same, similar or other circumstances.

Section 16.06       Release of Asset Entity.  Upon the sale or other disposition (including by way of consolidation or merger) of an Asset Entity that is permitted hereunder (each case other than to the Issuer or another Asset Entity), such Asset Entity shall be deemed released from all obligations under this Article XVI without any further action required on the part of the Indenture Trustee or any Holder.  At the request of the Issuer, the Indenture Trustee shall execute and deliver an appropriate instrument evidencing such release.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

LMRK ISSUER CO. LLC, as Issuer
LD ACQUISITION COMPANY 8 LLC, as Obligor
LD ACQUISITION COMPANY 9 LLC, as Obligor
LD ACQUISITION COMPANY 10 LLC, as Obligor
By:	/ s / George P. Doyle
Name: George P. Doyle
Title: Authorized Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Indenture Trustee
By:	/ s / Susan Barstock
Name: Susan Barstock
Title: Vice President
By:	/ s/ Ellen Jean-Baptiste
Name: Ellen Jean-Baptiste
Title: Associate

[Signature Page to Indenture]

EXHIBIT A-1

LMRK ISSUER CO. LLC
SECURED TENANT SITE CONTRACT REVENUE NOTES, SERIES [       ]
CLASS [   ]

This is one of a series (“Series”) of Secured Tenant Site Contract Revenue Notes (collectively, the “Notes”), issued in multiple classes (each, a “Class”), being issued by LMRK Issuer Co. LLC (the “Issuer”).

RULE 144A GLOBAL NOTE

Note Rate: [  ]%	Class Principal Balance of the Class [  ] Notes as of the Closing Date: $[  ]
Closing Date: [     ]	Note Principal Balance of this Note as of the Closing Date: $[  ]
First Payment Date: [     ]	Initial Aggregate Principal Balance of All Classes of Notes of this Series: $[            ]
Anticipated Repayment Date: [     ]	Servicer: Midland Loan Services, a division of PNC Bank, National Association
Rated Final Payment Date:
[     ]	Indenture Trustee: Deutsche Bank Trust Company Americas
Note No.: [  ]	CUSIP No.: [  ]
	ISIN.: [  ] Common Code: [  ]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS. THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE BANK TRUST COMPANY AMERICAS, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR BY ANY OTHER PERSON.

THE OUTSTANDING NOTE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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This certifies that CEDE & CO., or registered assigns, is the registered owner of the percentage interest evidenced by this Note (obtained by dividing the principal amount of this Note (its “Note Principal Balance”) as of the Closing Date by the Class Principal Balance of the Class of Notes to which this Note belongs) in the Class [     ] Notes (the “Percentage Interest”).  The Notes were issued pursuant to an Indenture, dated as of June 16, 2016 (together with all modifications, supplements, amendments and restatements thereof, the “Indenture”), as supplemented by a Series Supplement, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee and not in its individual capacity (the “Indenture Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Note by virtue of its acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Indenture, beginning on the first Payment Date specified above, payments will be made on the 15th day of each month or, if any such 15th day is not a Business Day, on the next succeeding Business Day (each a “Payment Date”) to the Person in whose name this Note is registered at the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Note in the Series to which this Note belongs and the amount required to be paid to all the Holders of the Class of Notes to which this Note belongs on the applicable Payment Date pursuant to the Indenture; provided that if the Indenture or the Series Supplement provides that the amount required to be paid shall be allocated to a Series, such payments shall be paid to the Holders of the Class and Series to which this Note belongs on the applicable Payment Date pursuant to the Indenture.  All payments made under the Indenture on this Note will be made by the Indenture Trustee from funds available therefor by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if this Noteholder shall have provided the Indenture Trustee with wiring instructions no later than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of this Noteholder as it appears in the Note Register.  Notwithstanding the foregoing, the final payment on this Note will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Note Registrar or such other location specified in the notice to the Holder hereof of such final payment.

This Note shall accrue interest during each Interest Accrual Period on the Note Principal Balance of such Note at a rate per annum equal to the related Note Rate.  Interest on each Class of Notes shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, shall accrue at the Note Rate for such Class for such Interest Accrual Period on the Class Principal Balance thereof outstanding immediately prior to the related Payment Date.

The Note Principal Balance of this Note, to the extent not earlier paid, shall be due and payable in its entirety on the Rated Final Payment Date of this Note.

As provided in the Indenture, withdrawals from the Collection Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to

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Noteholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Notes and the payment of interest on such advances and expenses.

Any payment to the Holder of this Note in reduction of the Note Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

This Note is issuable in fully-registered form only without coupons.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for new Notes of the same Class of the same Series in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. No transfer, sale, pledge or other disposition of any Tax Restricted Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is otherwise made in accordance with Section 2.02(k) of the Indenture.

If a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c) of the Indenture), then the Note Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either:  (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit B-4 or Exhibit B-5 to the Indenture and a certificate from the prospective Transferee substantially in the form attached as Exhibit B-2 or Exhibit B-3 to the Indenture; or (ii) an Opinion of Counsel satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Parent, the Guarantor, the Obligors, the Issuer, the Servicer, the Indenture Trustee, the Manager or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based.

If a transfer of any interest in a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and is acquiring this Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are qualified institutional buyers). Except as provided in the following two paragraphs, no interest in a Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Note.

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Notwithstanding the preceding paragraph, any interest in a Rule 144A Global Note for a Class of Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) such certifications or opinions as are contemplated by the second paragraph of Section 2.02(b) of the Indenture and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note.  Upon delivery to the Note Registrar of the certifications or opinions contemplated by the second paragraph of Section 2.02(b) of the Indenture, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note, and shall cause a Definitive Note of the same Class as such Rule 144A Global Note, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Note, to be executed, authenticated and delivered in accordance with the Indenture to the applicable Transferee.

Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note.  On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to obtain from such Note Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit B-1 to the Indenture certifying that such Transferee is not a U.S. Person (as defined under Regulation S).  On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream.  The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.

Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who

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takes delivery in the form of a beneficial interest in the Rule 144A Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the Rule 144A Global Notes for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Neither the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.  Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Parent, the Manager, the Guarantors, the Obligors, the Initial Purchasers, the Indenture Trustee, the Manager, the Backup Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws.

No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the provisions of Section 2.02(c) of the Indenture.  Any attempted or purported transfer of a Note in violation of Section 2.02(c) of the Indenture will be null and void and vest no rights in any purported Transferee.

The Note Registrar shall refuse to register the transfer of a Note that constitutes a Definitive Note or a transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note, unless it has received from the prospective Transferee a certification that either:

(A) such prospective Transferee is not acquiring such Note (or any interest therein) with any assets of any Plan; or

(B) such acquisition and holding by such Transferee of such Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

It is hereby acknowledged that either of the forms of certification attached to the Indenture as Exhibits B-2 and B-3 is acceptable for purposes of clauses (A) and (B). If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in Section 2.02(c) of the Indenture, the prospective Transferee of such

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Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) it is not acquiring such Note (or any interest therein) with any assets of any Plan or (ii) such acquisition and holding by such Transferee will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class of the same Series in authorized denominations evidencing the same Percentage Interest will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

Notwithstanding the foregoing, for so long as this Note is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Note shall be made through the book-entry facilities of DTC, and accordingly, this Note shall constitute a Book-Entry Note.

The Issuer, the Servicer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Servicer, the Indenture Trustee or the Note Registrar may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuer, the Servicer, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

Subject to certain terms and conditions set forth in the Indenture, the Obligations created by the Indenture shall terminate upon payment (or provision for payment) to the Noteholders of all amounts held by or on behalf of the Indenture Trustee and required under the Indenture to be so paid on the Payment Date following the final payment or other liquidation (or any advance with respect thereto) of the Notes.

The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the Voting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, also may amend, supplement or modify the Indenture, any Indenture Supplement or the Notes or waive compliance by the Issuer with any provision of the Indenture, any Indenture Supplement or the Notes; provided, however, that no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Note (including, notwithstanding anything to the contrary contained in the Indenture, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby: (i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series, (ii) reduce the amounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the

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Rated Final Payment Date, (iii) change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date, (iv) change the coin or currency in which the principal of any Note or interest thereon is payable, (v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any Note on or after the maturity thereof, (vi) reduce the percentage in principal balance of the outstanding principal balance of any of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any amendment, (vii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Indenture, (viii) modify the provisions of the Indenture or any Indenture Supplement governing the amount of principal, interest and the Anticipated Repayment Date, the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments, or (ix) permit the creation of any lien ranking prior to or on parity with the lien of the Noteholders with respect to the Collateral or, except as otherwise permitted or contemplated in the Indenture or any Indenture Supplement, terminate the lien of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such.

Unless the certificate of authentication hereon has been executed by the Note Registrar, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will not have at any time recourse for payments hereunder against the Indenture Trustee, the Servicer or any Agents or Affiliates thereof.

THIS NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the Issuer has duly executed this Note.

LMRK ISSUER CO. LLC
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Class [  ] Notes referred to in the within-mentioned Indenture. 

Dated:  [           ]

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
By:
	Authorized Officer

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(please print or typewrite name and address including postal zip code of assignee)

the Secured Tenant Site Contract Revenue Note and hereby authorize(s) the registration of transfer of such interest to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Secured Tenant Site Contract Revenue Note of a like Percentage Interest and Class to the above named assignee and deliver such Secured Tenant Site Contract Revenue Note to the following address:

Dated:  [          ]

Signature by or on behalf of Assignor

Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds,                                          for the account of                                   .

Payments made by check (such check to be made payable to                                 ) and all applicable statements and notices should be mailed to                                     .

This information is provided by                                   , the Assignee named above, or                         , as its agent.

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SCHEDULE A

SCHEDULE OF EXCHANGES IN GLOBAL NOTE

The following exchanges of a part of this Global Note have been made:

Date of Exchange Amount of Decrease
in Note Principal
Balance of this
Global Note Amount of Increase
in Note Principal
Balance of this
Global Note Note Principal
Balance of this
Global Note
following such
decrease (or
increase) Signature of
authorized officer of
Indenture Trustee

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EXHIBIT A-2

LMRK ISSUER CO. LLC
SECURED TENANT SITE CONTRACT REVENUE NOTES, SERIES [     ]
CLASS [   ]

This is one of a series (“Series”) of Secured Tenant Site Contract Revenue Notes (collectively, the “Notes”), issued in multiple classes (each, a “Class”), being issued by LMRK Issuer Co. LLC (the “Issuer”).

REGULATION S GLOBAL NOTE

Note Rate: [  ]%	Class Principal Balance of the Class [  ] Notes as of the Closing Date: $[  ]
Closing Date: [     ]	Note Principal Balance of this Note as of the Closing Date: $[  ]
First Payment Date: [     ]	Initial Aggregate Principal Balance of All Classes of Notes of this Series: $[            ]
Anticipated Repayment Date: [     ]	Servicer: Midland Loan Services, a division of PNC Bank, National Association
Rated Final Payment Date:
[     ]	Indenture Trustee: Deutsche Bank Trust Company Americas
Note No.: [  ]	CUSIP No.: [  ]
	ISIN.: [  ] Common Code: [  ]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS. THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE BANK TRUST COMPANY AMERICAS, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR BY ANY OTHER PERSON.

THE OUTSTANDING NOTE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

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PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE CLOSING DATE, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  NO BENEFICIAL OWNERS OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO HEREIN.

This certifies that CEDE & CO., or registered assigns, is the registered owner of the percentage interest evidenced by this Note (obtained by dividing the principal amount of this Note (its “Note Principal Balance”) as of the Closing Date by the Class Principal Balance of the Class of Notes to which this Note belongs) in the Class [  ] Notes (the “Percentage Interest”).  The Notes were issued pursuant to an Indenture, dated as of June 16, 2016 (together with all modifications, supplements, amendments and restatements thereof, the “Indenture”), as supplemented by a Series Supplement, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee and not in its individual capacity (the “Indenture Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Note by virtue of its acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Indenture, beginning on the first Payment Date specified above, payments will be made on the 15th day of each month or, if any such 15th day is not a Business Day, on the next succeeding Business Day (each a “Payment Date”) to the Person in whose name this Note is registered at the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Note and the amount required to be paid to all the Holders of the Class of Notes to which this Note belongs on the applicable Payment Date pursuant to the Indenture; provided that if the Indenture or the Series Supplement provides that the amount required to be paid shall be allocated to a Series, such payments shall be paid to the Holders of the Class and Series to which this Note belongs on the applicable Payment Date pursuant to the Indenture. All payments made under the Indenture on the Series to which this Note belongs  this Note will be made by the Indenture Trustee from funds available therefor by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if this Noteholder shall have provided the Indenture Trustee with wiring instructions no later than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of this Noteholder as it appears in the Note Register.  Notwithstanding the foregoing, the final payment on this Note will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Note Registrar or such other location specified in the notice to the Holder hereof of such final payment.

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This Note shall accrue interest during each Interest Accrual Period on the Note Principal Balance of such Note at a rate per annum equal to the related Note Rate.  Interest on each Class of Notes shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, shall accrue at the Note Rate for such Class for such Interest Accrual Period on the Class Principal Balance thereof outstanding immediately prior to the related Payment Date.

The Note Principal Balance of this Note, to the extent not earlier paid, shall be due and payable in its entirety on the Rated Final Payment Date of this Note.

As provided in the Indenture, withdrawals from the Collection Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Noteholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Notes and the payment of interest on such advances and expenses.

Any payment to the Holder of this Note in reduction of the Note Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

This Note is issuable in fully-registered form only without coupons.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for new Notes of the same Class of the same Series in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. No transfer, sale, pledge or other disposition of any Tax Restricted Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is otherwise made in accordance with Section 2.02(k) of the Indenture.

If a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c) of the Indenture), then the Note Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either:  (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit B-4 or Exhibit B-5 to the Indenture and a certificate from the prospective Transferee substantially in the form attached as Exhibit B-2 or Exhibit B-3 to the Indenture; or (ii) an Opinion of Counsel satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Parent, the Guarantor, the Obligors, the Issuer, the Servicer, the Indenture Trustee, the Manager or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based.

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If a transfer of any interest in a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and is acquiring this Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are qualified institutional buyers). Except as provided in the following two paragraphs, no interest in a Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Note.

Notwithstanding the preceding paragraph, any interest in a Rule 144A Global Note for a Class of Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) such certifications or opinions as are contemplated by the second paragraph of Section 2.02(b) of the Indenture and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note.  Upon delivery to the Note Registrar of the certifications or opinions contemplated by the second paragraph of Section 2.02(b) of the Indenture, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note, and shall cause a Definitive Note of the same Class as such Rule 144A Global Note, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Note, to be executed, authenticated and delivered in accordance with the Indenture to the applicable Transferee.

Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note.  On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to

A-2-5

obtain from such Note Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit B-1 to the Indenture certifying that such Transferee is not a U.S. Person (as defined in Regulation S).  On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream.  The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.

Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the Rule 144A Global Notes for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Neither the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.  Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Parent, the Manager, the Guarantors, the Obligors, the Initial Purchasers, the Indenture Trustee, the Manager, the Backup Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws.

No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the provisions of Section 2.02(c) of the Indenture.  Any attempted or purported transfer of a Note in violation of Section 2.02(c) of the Indenture will be null and void and vest no rights in any purported Transferee.

The Note Registrar shall refuse to register the transfer of a Note that constitutes a Definitive Note or a transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note, unless it has received from the prospective Transferee a certification that either:

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(A) such prospective Transferee is not acquiring such Note (or any interest therein) with any assets of any Plan; or

(B) such acquisition and holding by such Transferee of such Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

It is hereby acknowledged that either of the forms of certification attached to the Indenture as Exhibits B-2 and B-3 is acceptable for purposes of clauses (A) and (B). If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in Section 2.02(c) of the Indenture, the prospective Transferee of such Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) it is not acquiring such Note (or any interest therein) with any assets of any Plan or (ii) such acquisition and holding by such Transferee will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class of the same Series in authorized denominations evidencing the same Percentage Interest will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

Notwithstanding the foregoing, for so long as this Note is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Note shall be made through the book-entry facilities of DTC, and accordingly, this Note shall constitute a Book-Entry Note.

The Issuer, the Servicer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Servicer, the Indenture Trustee or the Note Registrar may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuer, the Servicer, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

Subject to certain terms and conditions set forth in the Indenture, the Obligations created by the Indenture shall terminate upon payment (or provision for payment) to the Noteholders of all amounts held by or on behalf of the Indenture Trustee and required under the Indenture to be so paid on the Payment Date following the final payment or other liquidation (or any advance with respect thereto) of the Notes.

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The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the Voting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, also may amend, supplement or modify the Indenture, any Indenture Supplement or the Notes or waive compliance by the Issuer with any provision of the Indenture, any Indenture Supplement or the Notes; provided, however, that no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Note (including, notwithstanding anything to the contrary contained in the Indenture, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby: (i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series, (ii) reduce the amounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date, (iii) change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date, (iv) change the coin or currency in which the principal of any Note or interest thereon is payable, (v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any Note on or after the maturity thereof, (vi) reduce the percentage in principal balance of the outstanding principal balance of any of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any amendment, (vii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Indenture, (viii) modify the provisions of the Indenture or any Indenture Supplement governing the amount of principal, interest and the Anticipated Repayment Date, the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments, or (ix) permit the creation of any lien ranking prior to or on parity with the lien of the Noteholders with respect to the Collateral or, except as otherwise permitted or contemplated in the Indenture or any Indenture Supplement, terminate the lien of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such.

Unless the certificate of authentication hereon has been executed by the Note Registrar, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will not have at any time recourse for payments hereunder against the Indenture Trustee, the Servicer or any Agents or Affiliates thereof.

THIS NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the Issuer has duly executed this Note.

LMRK ISSUER CO. LLC
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Class [  ] Notes referred to in the within-mentioned Indenture.

Dated:  [           ]

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
By:
	Authorized Officer

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(please print or typewrite name and address including postal zip code of assignee)

the Secured Tenant Site Contract Revenue Note and hereby authorize(s) the registration of transfer of such interest to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Secured Tenant Site Contract Revenue Note of a like Percentage Interest and Class to the above named assignee and deliver such Secured Tenant Site Contract Revenue Note to the following address:

Dated:  [          ]

Signature by or on behalf of Assignor

Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds,                                          for the account of                                   .

Payments made by check (such check to be made payable to                                 ) and all applicable statements and notices should be mailed to                                     .

This information is provided by                                   , the Assignee named above, or                         , as its agent.

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SCHEDULE A

SCHEDULE OF EXCHANGES IN GLOBAL NOTE

The following exchanges of a part of this Global Note have been made:

Date of Exchange Amount of Decrease
in Note Principal
Balance of this
Global Note Amount of Increase
in Note Principal
Balance of this
Global Note Note Principal
Balance of this
Global Note
following such
decrease (or
increase) Signature of
authorized officer of
Indenture Trustee

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EXHIBIT A-3

LMRK ISSUER CO. LLC
SECURED TENANT SITE CONTRACT REVENUE NOTES, SERIES [       ]
CLASS [   ]

This is one of a series (“Series”) of Secured Tenant Site Contract Revenue Notes (collectively, the “Notes”), issued in multiple classes (each, a “Class”), being issued by LMRK Issuer Co. LLC (the “Issuer”).

DEFINITIVE NOTE

Note Rate: [  ]%	Class Principal Balance of the Class [  ] Notes as of the Closing Date: $[  ]
Closing Date: [     ]	Note Principal Balance of this Note as of the Closing Date: $[  ]
First Payment Date: [     ]	Initial Aggregate Principal Balance of All Classes of Notes of this Series: $[            ]
Anticipated Repayment Date: [     ]	Servicer: Midland Loan Services, a division of PNC Bank, National Association
Rated Final Payment Date:
[     ]	Indenture Trustee: Deutsche Bank Trust Company Americas
Note No.: [  ]	CUSIP No.: [  ]
	ISIN.: [  ] Common Code: [  ]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A

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TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS. THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN DEUTSCHE BANK TRUST COMPANY AMERICAS, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  THE NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR BY ANY OTHER PERSON.

THE OUTSTANDING NOTE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

This certifies that [       ], or registered assigns, is the registered owner of the percentage interest evidenced by this Note (obtained by dividing the principal amount of this Note (its “Note Principal Balance”) as of the Closing Date by the Class Principal Balance of the Class of Notes to which this Note belongs) in the Class [     ] Notes (the “Percentage Interest”).  The Notes were issued pursuant to an Indenture, dated as of June 16, 2016 (together with all modifications, supplements, amendments and restatements thereof, the “Indenture”), as supplemented by a Series Supplement, between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee and not in its individual capacity (the “Indenture Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, capitalized terms used herein have the respective meanings assigned thereto in the Indenture.  This Note is issued under and is subject to the terms, provisions and conditions of

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the Indenture, to which Indenture the Holder of this Note by virtue of its acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Indenture, beginning on the first Payment Date specified above, payments will be made on the 15th day of each month or, if any such 15th day is not a Business Day, on the next succeeding Business Day (each a “Payment Date”) to the Person in whose name this Note is registered at the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Note in the Series to which this Note belongs and the amount required to be paid to all the Holders of the Class of Notes to which this Note belongs on the applicable Payment Date pursuant to the Indenture; provided that if the Indenture or the Series Supplement provides that the amount required to be paid shall be allocated to a Series, such payments shall be paid to the Holders of the Class and Series to which this Note belongs on the applicable Payment Date pursuant to the Indenture.  All payments made under the Indenture on this Note will be made by the Indenture Trustee from funds available therefor by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if this Noteholder shall have provided the Indenture Trustee with wiring instructions no later than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments), or otherwise by check mailed to the address of this Noteholder as it appears in the Note Register.  Notwithstanding the foregoing, the final payment on this Note will be made in like manner, but only upon presentation and surrender of this Note at the offices of the Note Registrar or such other location specified in the notice to the Holder hereof of such final payment.

This Note shall accrue interest during each Interest Accrual Period on the Note Principal Balance of such Note at a rate per annum equal to the related Note Rate.  Interest on each Class of Notes shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, shall accrue at the Note Rate for such Class for such Interest Accrual Period on the Class Principal Balance thereof outstanding immediately prior to the related Payment Date.

The Note Principal Balance of this Note, to the extent not earlier paid, shall be due and payable in its entirety on the Rated Final Payment Date of this Note.

As provided in the Indenture, withdrawals from the Collection Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Noteholders, such purposes including the reimbursement of advances made, or certain expenses incurred, with respect to the Notes and the payment of interest on such advances and expenses.

Any payment to the Holder of this Note in reduction of the Note Principal Balance hereof is binding on such Holder and all future Holders of this Note and any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such payment is made upon this Note.

This Note is issuable in fully-registered form only without coupons.  As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for

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new Notes of the same Class of the same Series in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. No transfer, sale, pledge or other disposition of any Tax Restricted Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is otherwise made in accordance with Section 2.02(k) of the Indenture.

If a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c) of the Indenture), then the Note Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either:  (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit B-4 or Exhibit B-5 to the Indenture and a certificate from the prospective Transferee substantially in the form attached as Exhibit B-2 or Exhibit B-3 to the Indenture; or (ii) an Opinion of Counsel satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Parent, the Guarantor, the Obligors, the Issuer, the Servicer, the Indenture Trustee, the Manager or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based.

If a transfer of any interest in a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and is acquiring this Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are qualified institutional buyers). Except as provided in the following two paragraphs, no interest in a Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Note.

Notwithstanding the preceding paragraph, any interest in a Rule 144A Global Note for a Class of Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the

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Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) such certifications or opinions as are contemplated by the second paragraph of Section 2.02(b) of the Indenture and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note.  Upon delivery to the Note Registrar of the certifications or opinions contemplated by the second paragraph of Section 2.02(b) of the Indenture, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note, and shall cause a Definitive Note of the same Class as such Rule 144A Global Note, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Note, to be executed, authenticated and delivered in accordance with the Indenture to the applicable Transferee.

Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note.  On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to obtain from such Note Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit B-1 to the Indenture certifying that such Transferee is not a U.S. Person (as defined under Regulation S).  On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream.  The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as custodian for the Depositary and registered in the name of Cede & Co. as nominee of the Depositary.

Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.  Upon delivery to the Note Registrar of such written orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the

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Rule 144A Global Notes for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions.

Neither the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under the Indenture to permit the transfer of any Note or interest therein without registration or qualification.  Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Parent, the Manager, the Guarantors, the Obligors, the Initial Purchasers, the Indenture Trustee, the Manager, the Backup Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws.

No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the provisions of Section 2.02(c) of the Indenture.  Any attempted or purported transfer of a Note in violation of Section 2.02(c) of the Indenture will be null and void and vest no rights in any purported Transferee.

The Note Registrar shall refuse to register the transfer of a Note that constitutes a Definitive Note or a transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note, unless it has received from the prospective Transferee a certification that either:

(A) such prospective Transferee is not acquiring such Note (or any interest therein) with any assets of any Plan; or

(B) such acquisition and holding by such Transferee of such Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

It is hereby acknowledged that either of the forms of certification attached to the Indenture as Exhibits B-2 and B-3 is acceptable for purposes of clauses (A) and (B). If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in Section 2.02(c) of the Indenture, the prospective Transferee of such Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) it is not acquiring such Note (or any interest therein) with any assets of any Plan or (ii) such acquisition and holding by such Transferee will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable in the Note Register upon surrender of this Note for registration of transfer at the offices of the Note Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by

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the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of the same Class of the same Series in authorized denominations evidencing the same Percentage Interest will be issued to the designated transferee or transferees.

No service charge will be imposed for any transfer or exchange of this Note, but the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Note.

Notwithstanding the foregoing, for so long as this Note is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Note shall be made through the book-entry facilities of DTC, and accordingly, this Note shall constitute a Book-Entry Note.

The Issuer, the Servicer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Servicer, the Indenture Trustee or the Note Registrar may treat the Person in whose name this Note is registered as the owner hereof for all purposes, and none of the Issuer, the Servicer, the Indenture Trustee, the Note Registrar or any such agent shall be affected by notice to the contrary.

Subject to certain terms and conditions set forth in the Indenture, the Obligations created by the Indenture shall terminate upon payment (or provision for payment) to the Noteholders of all amounts held by or on behalf of the Indenture Trustee and required under the Indenture to be so paid on the Payment Date following the final payment or other liquidation (or any advance with respect thereto) of the Notes.

The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the Voting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, also may amend, supplement or modify the Indenture, any Indenture Supplement or the Notes or waive compliance by the Issuer with any provision of the Indenture, any Indenture Supplement or the Notes; provided, however, that no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Note (including, notwithstanding anything to the contrary contained in the Indenture, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby: (i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series, (ii) reduce the amounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date, (iii) change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date, (iv) change the coin or currency in which the principal of any Note or interest thereon is payable, (v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any Note on or after the maturity thereof, (vi) reduce the percentage in principal balance of the outstanding principal balance of any of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any amendment, (vii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Indenture, (viii) modify the provisions of the Indenture or any Indenture Supplement governing the amount of principal, interest and the Anticipated Repayment Date, the

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Rated Final Payment Date or any scheduled Payment Dates with respect to such payments, or (ix) permit the creation of any lien ranking prior to or on parity with the lien of the Noteholders with respect to the Collateral or, except as otherwise permitted or contemplated in the Indenture or any Indenture Supplement, terminate the lien of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such.

Unless the certificate of authentication hereon has been executed by the Note Registrar, by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid for any purpose.

The registered Holder hereof, by its acceptance hereof, agrees that it will not have at any time recourse for payments hereunder against the Indenture Trustee, the Servicer or any Agents or Affiliates thereof.

THIS NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the Issuer has duly executed this Note.

LMRK ISSUER CO. LLC
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Class [  ] Notes referred to in the within-mentioned Indenture. 

Dated:  [           ]

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee
By:
	Authorized Officer

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                        

(please print or typewrite name and address including postal zip code of assignee)

the Secured Tenant Site Contract Revenue Note and hereby authorize(s) the registration of transfer of such interest to assignee on the Note Register.

I (we) further direct the Note Registrar to issue a new Secured Tenant Site Contract Revenue Note of a like Percentage Interest and Class to the above named assignee and deliver such Secured Tenant Site Contract Revenue Note to the following address:                     

Dated:  [          ]

Signature by or on behalf of Assignor

Signature Guaranteed

PAYMENT INSTRUCTIONS

The Assignee should include the following for purposes of payment:

Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds,                        for the account of                                    .

Payments made by check (such check to be made payable to                                 ) and all applicable statements and notices should be mailed to                                     .

This information is provided by                                   , the Assignee named above, or                         , as its agent

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EXHIBIT B-1

FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF BENEFICIAL INTERESTS IN
REGULATION S GLOBAL NOTES

[Date]

TO: [TRANSFEROR]

Re: $          Secured Tenant Site Contract Revenue Notes Series       , Class       (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by (the “Transferor”) to (the “Transferee”) of Class      Notes having an initial Note Principal Balance as of       (the “Closing Date”) of $     (the “Transferred Notes”). The Notes, including the Transferred Notes, were issued pursuant to the Indenture, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Deutsche Bank Trust Company Americas, a New York Banking Corporation, as indenture trustee (the “Indenture Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Issuer, that:

1.     The Transferee is not a United States Securities Person (as defined below).  The Transferee is not acquiring the Transferred Notes for the account or benefit of a United States Securities Person. The Transferee is located outside of the United States.

2.     The Transferee understands that (A) the Transferred Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any applicable state securities laws, (B) none of the Issuer, the Indenture Trustee or the Note Registrar is obligated so to register or qualify the Transferred Notes and (C) no interest in the Transferred Notes may be reoffered, resold, pledged or otherwise transferred unless (i) such Transferred Notes are registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws, (ii)(a) such interest is reoffered, resold, pledged or otherwise transferred (1) to a person whom the Noteholder desiring to effect such transfer reasonably believes is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act in a transaction meeting the requirements of Rule 144A, (2) in the case of a purchaser of Transferred Notes in certificated form only, to an “accredited investor” within the meaning of  Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”) in a transaction exempt from the registration requirements of the Securities Act in a minimum aggregate principal amount of at least $100,000 or (3) in an “offshore transaction” satisfying the conditions of Rule 903 or Rule 904 of Regulation S of the Securities Act, (b) the Noteholder desiring to effect such transfer has received a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable Exhibit to the Indenture, and (c) such interest is reoffered, resold, pledged or otherwise transferred in accordance with all applicable securities laws of the States of the United States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act.

3.     Either (A) it is not acquiring the Offered Notes (or an interest therein) with the assets of (i) any “employee benefit plan” that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any “plan” that is subject to Section 4975 of the Code or provisions under any other federal, state, local, non U.S. or other laws or regulations that are similar to such provisions of ERISA of the Code (collectively, “Similar Laws”), (iii) any entity whose assets are deemed to include “plan assets” of such “employee benefit plans” or “plans” or (iv) any employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the

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Code or (B) the acquisition and holding of the Offered Notes (or an interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

4.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

5.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS.”

6.     The Transferee has been furnished with all information regarding (a) the Transferred Notes and distributions thereon, (b) the Indenture and (c) all related matters, in each case that the Transferee has requested.

7.     The Transferee understands that no sale, transfer or conveyance of such Transferred Notes or any interest therein may be made except in compliance with the restrictions on transfer contained in the Indenture.

For purposes of this certification, “United States Securities Person” means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate of which any executor or administrator is a United States Securities Person, other than any estate of which any professional fiduciary acting as executor or administrator is a United States Securities Person if an executor or administrator of the estate who is not a United States Securities Person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iv) any trust of which any trustee is a United States Securities Person, other than a trust of which any professional fiduciary acting as trustee is a United States Securities Person if a trustee who is not a United States Securities Person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a United States Securities Person, (v) any agency or branch of a foreign entity located in the United States, unless the agency or branch operates for valid business reasons and is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located, (vi) any non-

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discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Securities Person, (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, other than one held for the benefit or account of a non-United States Securities Person by a dealer or other professional fiduciary organized, incorporated or (if any individual) resident in the United States, (viii) any partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a United States Securities Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited investors” (as defined in Rule 501(a)) under the Securities Act, who are not natural persons, estates or trusts; provided, however, that the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans, any other similar international organization, their agencies, affiliates and pension plans shall not constitute United States Securities Persons.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you or on your behalf for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to $[initial  Note Principal Balance] of such beneficial interests in the above-referenced Notes in respect of which we are not able to certify. As to such beneficial interests, we understand that until we provide such certification (i) no rights to payment on such beneficial interests can be exercised, (ii) if such interests are represented by a temporary global security, no exchange of interests in such temporary global security for interests in a permanent global security will be made and (iii) if definitive Notes are ever issued, no exchange of such beneficial interests for any such definitive Notes will be made.

We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.

Dated:                       , 20[  ]

By:

As, or as agent for, the beneficial owner(s) of the Notes to which this letter relates

B-1-3

EXHIBIT B-2

FORM OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NOTES
TO QUALIFIED INSTITUTIONAL BUYERS

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

MSNYC60-1625

New York, New York 10005

Attention: Global Securities Services (GSS)

Re: $             Secured Tenant Site Contract Site Revenue Notes, Series     , Class       (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by (the “Transferor”) to (the “Transferee”) of Class     Notes having an initial Note Principal Balance as of      (the “Closing Date”) of $         (the “Transferred Notes”). The Notes, including the Transferred Notes, were issued pursuant to the Indenture, dated as of  June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Deutsche Bank Trust Company Americas, a New York Banking Corporation, as indenture trustee (the “Indenture Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Issuer, that:

1.     The Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Notes for its own account or for the account of another Qualified Institutional Buyer.

2.     The Transferee understands that (A) the Transferred Notes have not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (B) none of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify the Transferred Notes and (C) no interest in the Transferred Notes may be reoffered, resold, pledged or otherwise transferred unless (i) such Transferred Notes are registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws, (ii)(a) such interest is reoffered, resold, pledged or otherwise transferred (1) to a person whom the Noteholder desiring to effect such transfer reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (2) in the case of a purchaser of Transferred Notes in certificated form only, to an “accredited investor” within the meaning of  Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”) in a transaction exempt from the registration requirements of the Securities Act in a minimum aggregate principal amount of at least $100,000 or (3) in an “offshore transaction” satisfying the conditions of Rule 903 or Rule 904 of Regulation S of the Securities Act, (b) the Noteholder desiring to effect such transfer has received a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable Exhibit to the Indenture, and (c) such interest is reoffered, resold, pledged or otherwise transferred in accordance with all applicable securities laws of the States of the United States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act.

3.     Either (A) it is not acquiring the Offered Notes (or an interest therein) with the assets of (i) any “employee benefit plan” that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any “plan” that is subject to Section 4975 of the Code, or provisions under any other federal, state, local, non U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”) (iii) any entity whose assets are deemed to include “plan assets” of such “employee benefit plans”

B-2-1

or “plans” or (iv) any employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code or (B) the acquisition and holding of the Offered Notes (or an interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

4.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

5.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS.”

6.     The Transferee has been furnished with all information regarding (a) the Transferred Notes and distributions thereon, (b) the Indenture and (c) all related matters, in each case that the Transferee has requested.

7.     The Transferee understands that no sale, transfer or conveyance of such Transferred Notes or any interest therein may be made except in compliance with the restrictions on transfer contained in the Indenture.

8.     If the Transferee proposes that the Transferred Notes be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgment below.

VERY TRULY YOURS,
(TRANSFEREE)
By:
	Name
	Title:

B-2-2

Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Transferred Notes being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee.

(NOMINEE)
By:
	Name
	Title:

B-2-3

ANNEX 1 TO EXHIBIT B-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and for the benefit of the Issuer with respect to the Notes being transferred in book-entry form (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.     As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquiring interests in the Transferred Notes (the “Transferee”).

2.     The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) [the Transferee] [each of the Transferee’s equity owners] owned and/or invested on a discretionary basis $            (1) in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

o  Corporation, etc.  The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.

o  Bank.  The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than sixteen (16) months preceding the date of sale of the Transferred Notes in the case of a U.S. bank, and not more than eighteen (18) months preceding such date of sale for a foreign bank or equivalent institution.

o  Savings and Loan.  The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than sixteen (16) months preceding the date of sale of the Transferred Notes in the case of a U.S. savings and loan association, and not more than eighteen (18) months preceding such date of sale in the case of a foreign savings and loan association or equivalent institution.

o  Broker-dealer.  The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

o  Insurance Company.  The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.

(1)Transferee or each of its equity owners must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee or any such equity owner, as the case may be, is a dealer, and, in that case, Transferee or such equity owner, as the case may be, must own and/or invest on a discretionary basis at least $10,000,000 in securities.

B-2-4

o  Investment Advisor.  The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

o  QIB Subsidiary.  All of the Transferee’s equity owners are “qualified institutional buyers” within the meaning of Rule 144A.

o  Other.  (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.)

3.     For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include (i) securities of issuers that are affiliated with such Person, (ii) securities that are part of an unsold allotment to or subscription by such Person, if such Person is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

4.     For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by any such Person, the Transferee used the cost of such securities to such Person, unless such Person reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of such Person, but only if such subsidiaries are consolidated with such Person in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under such Person’s direction. However, such securities were not included if such Person is a majority-owned, consolidated subsidiary of another enterprise and such Person is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

5.     The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee may be in reliance on Rule 144A.

¨	¨	Will the Transferee be acquiring interests in the Transferred Notes only for the
Yes	No	Transferee’s own account?

6.     If the answer to the foregoing question is “no,” then in each case where the Transferee is acquiring any interest in the Transferred Notes for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.     The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee’s acquisition of any interest in of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such acquisition. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such acquisition, promptly after they become available.

8.     Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture pursuant to which the Transferred Notes were issued.

(TRANSFEREE)
By:
	Name
	Title:
	Date:

B-2-5

ANNEX 2 TO EXHIBIT B-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[for Transferees that are Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and for the benefit of the Issuer with respect to the Notes being transferred in book-entry form (the “Transferred Notes”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.     As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity acquiring interests in the Transferred Notes (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).

2.     The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market.

¨  The Transferee owned and/or invested on a discretionary basis $  in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

¨  The Transferee is part of a Family of Investment Companies which owned in the aggregate $  in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3.     The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4.     The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.

5.     The Transferee is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more Transfers to the Transferee will be in reliance on Rule 144A.

¨	¨	Will the Transferee be acquiring interests in the Transferred Notes only for the
Yes	No	Transferee’s own account?

6.     If the answer to the foregoing question is “no,” then in each case where the Transferee is acquiring any interest in the Transferred Notes for an account other than its own, such account belongs to a third party that is itself

B-2-6

a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.

7.     The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s acquisition of any interest in the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such acquisition.

8.     Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture pursuant to which the Transferred Notes were issued.

(TRANSFEREE OR ADVISER)
By:
	Name:
	Title:
IF AN ADVISER:
Print Name of Transferee
Date:

B-2-7

EXHIBIT B-3

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO

ACCREDITED INVESTORS

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

MSNYC60-1625

New York, New York 10005

Attention: Global Securities Services (GSS)

Re: $             Secured Tenant Site Contract Revenue  Notes, Series     , Class      (the “Notes”);

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by (the “Transferor”) to (the “Transferee”) of Class     Notes having an initial Note Principal Balance as of      (the “Closing Date”) of $       (the “Transferred Notes”). The Notes, including the Transferred Notes, were issued pursuant to the Indenture, dated as of  June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Deutsche Bank Trust Company Americas, a New York Banking Corporation, as indenture trustee (the “Indenture Trustee”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Issuer, that:

1.     The Transferee is an “accredited investor” within the meaning of Rule 501(a)of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”)  (an “Accredited Investor”). The Transferee is acquiring the Transferred Notes for its own account and does not intend to resell or distribute the Transferred Notes in any manner that would violate, or require registration under, Section 5 of the Securities Act.

2.     The Transferee understands that (A) the Transferred Notes have not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (B) none of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify the Transferred Notes and (C) no interest in the Transferred Notes may be reoffered, resold, pledged or otherwise transferred unless (i) such Transferred Notes are registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws, (ii)(a) such interest is reoffered, resold, pledged or otherwise transferred (1) to a person whom the Noteholder desiring to effect such transfer reasonably believes is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”) in a transaction meeting the requirements of Rule 144A, (2) in the case of a purchaser of Transferred Notes in certificated form only, to an Accredited Investor in a transaction exempt from the registration requirements of the Securities Act in a minimum aggregate principal amount of at least $100,000 or (3) in an “offshore transaction satisfying the conditions of Rule 903 or Rule 904 of Regulation S of the Securities Act subject, in the case of clause (ii), to the Issuer’s and the Indenture Trustee’s right, prior to any such transfer, to require the delivery of an opinion of counsel, certifications and/or other information in accordance with the Indenture, (b) the Noteholder desiring to effect such transfer has received an opinion of counsel that such transfer may be made without registration under the Securities Act and/or a certificate from such Noteholder’s prospective transferee substantially in the form attached as the applicable Exhibit to the Indenture, and (c) such interest is reoffered, resold, pledged or otherwise transferred in accordance with all applicable securities laws of the States of the United States, or (iii) the Note Registrar has received an opinion of counsel to the effect that such transfer may be made without registration under the Securities Act.

3.     Either (A) it is not acquiring the Offered Notes (or an interest therein) with the assets of (i) any “employee benefit plan” that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any “plan” that is subject to Section 4975 of the Code, or provisions under any other federal, state, local, non U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”) (iii) any entity whose assets are deemed to include “plan assets” of such “employee benefit plans”

B-3-1

or “plans” or (iv) any employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code or (B) the acquisition and holding of the Offered Notes (or an interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

4.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN THE CASE OF A PURCHASER OF OFFERED NOTES IN CERTIFICATED FORM ONLY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT ARE ACCREDITED INVESTORS UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

5.     The Transferee understands that the Transferred Notes will bear a legend to the following effect, unless the Issuer determines otherwise in accordance with the Indenture and in compliance with applicable law:

“EITHER (A) THE HOLDER OF THIS NOTE (OR AN INTEREST THEREIN) IS NOT ACQUIRING THIS NOTE (OR AN INTEREST THEREIN) WITH THE ASSETS OF (I) ANY “EMPLOYEE BENEFIT PLAN” THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) ANY “PLAN” THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS), (III) ANY ENTITY WHOSE ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF SUCH “EMPLOYEE BENEFIT PLANS” OR “PLANS” OR (IV) ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT “PROHIBITED TRANSACTION” UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS.”

6.     The Transferee has been furnished with all information regarding (a) the Transferred Notes and distributions thereon, (b) the Indenture and (c) all related matters, in each case that the Transferee has requested.

7.     The Transferee understands that no sale, transfer or conveyance of such Transferred Notes or any interest therein may be made except in compliance with the restrictions on transfer contained in the Indenture.

8.     If the Transferee proposes that the Transferred Notes be registered in the name of a nominee, such nominee has completed the Nominee Acknowledgment below.

Very truly yours,
(Transferee)
By:
	Name:
	Title:

B-3-2

Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Transferred Notes being registered in its name, the sole beneficial owner thereof is and shall be the Transferee identified above, for whom the undersigned is acting as nominee.

(Nominee)
By:
	Name:
	Title:

B-3-3

EXHIBIT B-4

FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF DEFINITIVE NOTES TO QUALIFIED INSTITUTIONAL BUYERS

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

MSNYC60-1625

New York, New York 10005

Attention: Global Securities Services (GSS)

Re: $             Secured Tenant Site Contract Revenue Notes, Series       , Class       (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by (the “Transferor”) to (the “Transferee”) of Class      Notes having an initial Note Principal Balance as of       (the “Closing Date”) of $        (the “Transferred Notes”). The Notes, including the Transferred Notes, were issued pursuant to the Indenture, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Deutsche Bank Trust Company Americas, a New York Banking Corporation, as indenture trustee (the “Indenture Trustee”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferor hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Issuer, that:

1.     The Transferor is the lawful owner of the Transferred Notes with the full right to transfer such Notes free from any and all claims and encumbrances whatsoever.

2.     Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Note, any interest in a Transferred Note or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Note, any interest in a Transferred Note or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Note, any interest in a Transferred Note or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Note, any interest in a Transferred Note or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Transferred Note, any interest in a Transferred Note or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a payment of the Transferred Notes under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Transferred Notes a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Transferred Notes pursuant to the Securities Act or any state securities laws.

3.     The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act (a “Qualified Institutional Buyer”) purchasing for its own account or for the account of another person that is itself a Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf of the Transferor in this matter has relied upon the following method(s) of establishing the Transferee’s ownership and discretionary investments of securities (check one or more):

o  (a) The Transferee’s most recent publicly available financial statements, which statements present the information as of a date within sixteen (16) months preceding the date of sale of the Transferred Notes in the case of a U.S. purchaser and within eighteen (18) months preceding such date of sale in the case of a foreign purchaser; or

o  (b) The most recent publicly available information appearing in documents filed by the Transferee with the Securities and Exchange Commission or another United States federal, state, or local governmental agency or self-

B-4-1

regulatory organization, or with a foreign governmental agency or self-regulatory organization, which information is as of a date within sixteen (16) months preceding the date of sale of the Transferred Notes in the case of a U.S. purchaser and within eighteen (18) months preceding such date of sale in the case of a foreign purchaser;

o  (c) The most recent publicly available information appearing in a recognized securities manual, which information is as of a date within sixteen (16) months preceding the date of sale of the Transferred Notes in the case of a U.S. purchaser and within eighteen (18) months preceding such date of sale in the case of a foreign purchaser;

o  (d) A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or since the close of the Transferee’s most recent fiscal year, or, in the case of a Transferee that is a member of a “family of investment companies,” as that term is defined in Rule 144A, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the “family of investment companies” as of a specific date on or since the close of the Transferee’s most recent fiscal year; or

o  (e) Other (Please specify brief description of method).

4.     The Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional Buyer:

(a)   the following instruments and interests shall be excluded: securities of issuers that are affiliated with such entity; securities that are part of an unsold allotment to or subscription by such entity, if such entity is a dealer; securities of issuers that are part of such entity’s “family of investment companies,” if such entity is a registered investment company; bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; currency, interest rate and commodity swaps; and securities owned but subject to a repurchase agreement;

(b)   the aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities may be valued at market; and

(c)   securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

5.     The Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

6.     The Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding (a) the Transferred Notes and payments thereon, (b) the nature, performance and servicing of the Tenant Leases, (c) the Indenture, and (d) all related matters, in each case that the Transferee has requested.

Very truly yours,
(Transferor)
By:
	Name:
	Title:

B-4-2

EXHIBIT B-5
FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
DEFINITIVE NOTES TO ACCREDITED INVESTORS

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

MSNYC60-1625

New York, New York 10005

Attention: Global Securities Services (GSS)

Re: $             Secured Tenant Site Contract Revenue Notes, Series      , Class      (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by (the “Transferor”) to (the “Transferee”) of Class      Notes having an initial Note Principal Balance as of        (the “Closing Date”) of $         (the “Transferred Notes”). The Notes, including the Transferred Notes, were issued pursuant to the Indenture, dated as of June 16, 2016 (as amended restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC, LD Acquisition Company 10 LLC and Deutsche Bank Trust Company Americas, a New York Banking Corporation, as indenture trustee (the “Indenture Trustee”).  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferor hereby certifies, represents and warrants to and agrees with you, and for the benefit of the Issuer, that:

1.     The Transferor is the lawful owner of the Transferred Notes with the full right to transfer such Notes free from any and all claims and encumbrances whatsoever.

2.     Neither the Transferor nor anyone acting on its behalf has (a) offered, reoffered, pledged, sold, disposed of or otherwise transferred any Transferred Note, any interest in any Transferred Note or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of any Transferred Note, any interest in any Transferred Note or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Note, any interest in any Transferred Note or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Transferred Note, any interest in any Transferred Note or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Transferred Note, any interest in any Transferred Note or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Transferred Notes under the Securities Act, would render the disposition of the Transferred Notes a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Transferred Notes pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Transferred Note, any interest in any Transferred Note or any other similar security.

3.     The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

4.     The Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding (a) the Transferred Notes and distributions thereon, (b) the nature, performance and servicing of the Tenant Leases, (c) the Indenture, and (d) all related matters, in each case that the Transferee has requested.

Very truly yours,

(Transferor)

By:

Name:

Title:

B-5-1

EXHIBIT C

FORM OF RENT ROLL

C-1

LD Asset ID	Legal Entity	Annualized Revenue (NTM)	5/1/2016	6/1/2016	7/1/2016	8/1/2016	9/1/2016	10/1/2016	11/1/2016	12/1/2016	1/1/2017	2/1/2017	3/1/2017	4/1/2017
TC132486	LDAC 10	36,764	3,001	3,001	3,001	3,033	3,091	3,091	3,091	3,091	3,091	3,091	3,091	3,091
TC120932	LDAC 9	80,021	6,557	6,572	6,572	6,640	6,640	6,682	6,708	6,730	6,730	6,730	6,730	6,730
TC120931	LDAC 9	14,628	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,219
TC120930	LDAC 9	15,180	1,265	1,265	1,265	1,265	1,265	1,265	1,265	1,265	1,265	1,265	1,265	1,265
TC120933	LDAC 9	16,652	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,426
TC110531	LDAC 10	40,998	3,416	3,416	3,416	3,416	3,416	3,416	3,416	3,416	3,416	3,416	3,416	3,416
TC110530	LDAC 10	58,694	4,819	4,819	4,819	4,819	4,819	4,819	4,963	4,963	4,963	4,963	4,963	4,963
TC121697	LDAC 9	22,511	1,853	1,853	1,853	1,853	1,853	1,853	1,853	1,908	1,908	1,908	1,908	1,908
TC120822	LDAC 9	24,718	2,030	2,030	2,030	2,030	2,030	2,030	2,085	2,091	2,091	2,091	2,091	2,091
TC110426	LDAC 9	27,511	2,248	2,248	2,248	2,248	2,315	2,315	2,315	2,315	2,315	2,315	2,315	2,315
TC110497	LDAC 8	29,879	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,526	2,534	2,534	2,534	2,534
TC110496	LDAC 8	23,086	1,881	1,881	1,881	1,938	1,938	1,938	1,938	1,938	1,938	1,938	1,938	1,938
TC110560	LDAC 8	29,029	2,407	2,407	2,407	2,407	2,407	2,407	2,407	2,407	2,407	2,407	2,479	2,479
TC120925	LDAC 9	19,837	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653
TC121077	LDAC 8	10,626	863	863	863	863	897	897	897	897	897	897	897	897
TC121079	LDAC 8	8,231	677	677	677	677	677	677	694	694	694	694	694	694
TC121076	LDAC 8	25,029	2,030	2,091	2,091	2,091	2,091	2,091	2,091	2,091	2,091	2,091	2,091	2,091
TC120942	LDAC 9	31,220	2,571	2,571	2,571	2,571	2,571	2,571	2,571	2,626	2,649	2,649	2,649	2,649
TC120924	LDAC 9	19,677	1,442	1,658	1,658	1,658	1,658	1,658	1,658	1,658	1,658	1,658	1,658	1,658
TC121755	LDAC 10	25,548	2,077	2,103	2,137	2,137	2,137	2,137	2,137	2,137	2,137	2,137	2,137	2,137
TC121734	LDAC 8	44,815	3,735	3,735	3,735	3,735	3,735	3,735	3,735	3,735	3,735	3,735	3,735	3,735
TC121863	LDAC 9	18,341	1,513	1,513	1,513	1,513	1,513	1,513	1,513	1,521	1,558	1,558	1,558	1,558
TC121811	LDAC 8	25,869	2,139	2,139	2,139	2,139	2,139	2,139	2,139	2,139	2,151	2,203	2,203	2,203
TC131989	LDAC 10	19,624	1,630	1,630	1,630	1,630	1,630	1,630	1,630	1,630	1,630	1,630	1,649	1,679
TC132216	LDAC 9	26,185	1,984	1,984	1,984	1,984	2,281	2,281	2,281	2,281	2,281	2,281	2,281	2,281
TC132223	LDAC 9	27,031	2,248	2,248	2,248	2,248	2,248	2,248	2,248	2,248	2,248	2,248	2,248	2,308
TC132282	LDAC 8	26,651	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,233	2,280
TC142859	LDAC 8	40,418	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,461
TC153870	LDAC 8	34,500	2,833	2,833	2,833	2,833	2,833	2,833	2,917	2,917	2,917	2,917	2,917	2,917
TC154079	LDAC 8	22,813	1,901	1,901	1,901	1,901	1,901	1,901	1,901	1,901	1,901	1,901	1,901	1,901
TC154140	LDAC 8	8,687	—	—	—	—	—	—	—	—	—	—	—	8,687
TC154126	LDAC 8	25,323	2,072	2,114	2,114	2,114	2,114	2,114	2,114	2,114	2,114	2,114	2,114	2,114
TC154147	LDAC 8	8,434	—	—	—	—	—	—	8,434	—	—	—	—	—
TC154144	LDAC 8	27,665	2,283	2,283	2,283	2,283	2,283	2,283	2,283	2,283	2,343	2,352	2,352	2,352
TC154130	LDAC 8	32,355	2,643	2,643	2,643	2,643	2,723	2,723	2,723	2,723	2,723	2,723	2,723	2,723
TC154132	LDAC 8	25,167	2,063	2,100	2,100	2,100	2,100	2,100	2,100	2,100	2,100	2,100	2,100	2,100
TC110470	LDAC 9	23,014	1,871	1,871	1,927	1,927	1,927	1,927	1,927	1,927	1,927	1,927	1,927	1,927
TC121067	LDAC 8	18,251	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521
TC121066	LDAC 8	28,080	2,309	2,309	2,309	2,309	2,309	2,309	2,309	2,309	2,402	2,402	2,402	2,402
TC132053	LDAC 9	5,940	495	495	495	495	495	495	495	495	495	495	495	495
TC153871	LDAC 8	55,482	4,421	4,642	4,642	4,642	4,642	4,642	4,642	4,642	4,642	4,642	4,642	4,642
TC100081	LDAC 9	32,493	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,766	2,768	2,768
TC110311	LDAC 8	27,799	2,256	2,256	2,256	2,256	2,347	2,347	2,347	2,347	2,347	2,347	2,347	2,347
TC110450	LDAC 8	14,921	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243
TC120660	LDAC 8	14,432	1,191	1,191	1,191	1,191	1,191	1,191	1,191	1,191	1,192	1,238	1,238	1,238
TC110489	LDAC 9	25,784	2,139	2,139	2,139	2,139	2,154	2,154	2,154	2,154	2,154	2,154	2,154	2,154
TC120817	LDAC 9	27,892	2,319	2,319	2,319	2,319	2,319	2,319	2,319	2,319	2,319	2,319	2,319	2,388
TC120818	LDAC 9	38,447	3,188	3,188	3,188	3,188	3,188	3,188	3,188	3,188	3,188	3,188	3,284	3,284
TC120988	LDAC 9	34,566	2,863	2,863	2,863	2,863	2,863	2,863	2,863	2,863	2,863	2,877	2,963	2,963
TC120989	LDAC 9	18,251	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521
TC120993	LDAC 9	15,513	15,513	—	—	—	—	—	—	—	—	—	—	—
TC121034	LDAC 9	32,927	2,701	2,701	2,701	2,708	2,710	2,716	2,748	2,748	2,792	2,800	2,800	2,800
TC110234	LDAC 9	12,702	1,043	1,043	1,043	1,064	1,064	1,064	1,064	1,064	1,064	1,064	1,064	1,064
TC121718	LDAC 9	9,936	828	828	828	828	828	828	828	828	828	828	828	828
TC121750	LDAC 9	20,736	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728
TC121751	LDAC 9	10,368	—	—	—	—	—	—	10,368	—	—	—	—	—
TC121735	LDAC 10	30,743	2,534	2,534	2,534	2,534	2,534	2,534	2,534	2,570	2,610	2,610	2,610	2,610
TC121745	LDAC 10	15,315	1,267	1,267	1,267	1,267	1,267	1,267	1,267	1,267	1,267	1,305	1,305	1,305
TC121747	LDAC 10	26,772	2,231	2,231	2,231	2,231	2,231	2,231	2,231	2,231	2,231	2,231	2,231	2,231
TC121746	LDAC 10	15,525	1,150	1,150	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,323
TC121797	LDAC 9	12,895	1,069	1,069	1,069	1,069	1,069	1,069	1,069	1,069	1,069	1,069	1,101	1,101
TC121875	LDAC 9	42,585	3,540	3,540	3,540	3,540	3,540	3,540	3,540	3,540	3,540	3,540	3,540	3,646
TC121785	LDAC 10	23,714	1,961	1,961	1,961	1,961	1,961	1,961	1,961	1,961	1,961	2,020	2,020	2,020
TC121858	LDAC 9	19,109	1,592	1,592	1,592	1,592	1,592	1,592	1,592	1,592	1,592	1,592	1,592	1,592
TC132052	LDAC 9	28,322	2,354	2,354	2,354	2,354	2,354	2,365	2,365	2,365	2,365	2,365	2,365	2,365
TC132061	LDAC 9	7,935	661	661	661	661	661	661	661	661	661	661	661	661
TC121817	LDAC 9	21,619	1,764	1,764	1,809	1,809	1,809	1,809	1,809	1,809	1,809	1,809	1,809	1,809
TC121819	LDAC 9	13,805	1,148	1,148	1,148	1,148	1,148	1,148	1,148	1,148	1,148	1,148	1,148	1,177
TC132175	LDAC 10	12,109	1,009	1,009	1,009	1,009	1,009	1,009	1,009	1,009	1,009	1,009	1,009	1,009
TC132164	LDAC 9	7,921	633	633	633	633	633	633	633	636	713	713	713	713
TC110139	LDAC 9	22,916	1,900	1,900	1,900	1,900	1,900	1,900	1,900	1,900	1,900	1,900	1,957	1,957
TC143397	LDAC 9	12,586	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049
TC143677	LDAC 8	26,220	2,185	2,185	2,185	2,185	2,185	2,185	2,185	2,185	2,185	2,185	2,185	2,185
TC143800	LDAC 8	29,699	—	—	29,699	—	—	—	—	—	—	—	—	—
TC143799	LDAC 8	6,473	531	531	541	541	541	541	541	541	541	541	541	541
TC143702	LDAC 8	33,628	2,754	2,754	2,754	2,754	2,754	2,754	2,754	2,754	2,899	2,899	2,899	2,899
TC154034	LDAC 8	10,037	830	830	830	830	830	830	830	830	830	855	855	855
TC153869	LDAC 8	35,249	2,887	2,887	2,887	2,887	2,887	2,973	2,973	2,973	2,973	2,973	2,973	2,973
TC120647	LDAC 8	12,738	12,738	—	—	—	—	—	—	—	—	—	—	—
TC121800	LDAC 10	3,953	324	324	324	324	324	324	324	324	324	324	356	356
TC132249	LDAC 9	26,822	2,178	2,211	2,243	2,243	2,243	2,243	2,243	2,243	2,243	2,243	2,243	2,243
TC132250	LDAC 9	14,461	1,174	1,192	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210
TC110349	LDAC 8	55,757	4,635	4,635	4,635	4,635	4,635	4,635	4,635	4,635	4,635	4,635	4,635	4,774
TC110348	LDAC 8	57,199	4,755	4,755	4,755	4,755	4,755	4,755	4,755	4,755	4,755	4,755	4,755	4,897
TC110481	LDAC 9	24,883	—	—	—	—	—	—	—	—	—	—	—	24,883
TC121025	LDAC 8	31,516	2,415	2,415	2,415	2,415	2,415	2,777	2,777	2,777	2,777	2,777	2,777	2,777

TC120694	LDAC 9	8,181	—	—	—	—	—	—	—	8,181	—	—	—	—
TC120689	LDAC 9	10,132	—	—	10,132	—	—	—	—	—	—	—	—	—
TC120678	LDAC 9	5,777	—	—	—	—	5,777	—	—	—	—	—	—	—
TC120687	LDAC 9	13,301	—	—	—	—	—	—	13,301	—	—	—	—	—
TC120691	LDAC 8	4,802	—	—	—	—	4,802	—	—	—	—	—	—	—
TC120682	LDAC 9	9,830	—	—	—	—	—	—	—	9,830	—	—	—	—
TC120681	LDAC 9	413	—	—	—	—	—	413	—	—	—	—	—	—
TC120690	LDAC 9	6,393	—	6,393	—	—	—	—	—	—	—	—	—	—
TC120680	LDAC 9	1,711	—	—	1,711	—	—	—	—	—	—	—	—	—
TC120692	LDAC 9	10,132	—	—	10,132	—	—	—	—	—	—	—	—	—
TC120747	LDAC 9	44,591	3,646	3,646	3,646	3,646	3,646	3,646	3,753	3,792	3,792	3,792	3,792	3,792
TC120736	LDAC 9	26,831	2,212	2,212	2,212	2,212	2,212	2,212	2,212	2,233	2,278	2,278	2,278	2,278
TC120898	LDAC 9	129,364	4,095	4,095	4,095	4,095	4,095	4,300	4,300	83,086	4,300	4,300	4,300	4,300
TC120896	LDAC 9	65,274	—	—	—	—	65,274	—	—	—	—	—	—	—
TC120940	LDAC 9	7,311	609	609	609	609	609	609	609	609	609	609	609	609
TC120939	LDAC 9	16,611	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384	1,384
TC120941	LDAC 9	25,399	2,090	2,090	2,090	2,090	2,090	2,090	2,090	2,153	2,153	2,153	2,153	2,153
TC120894	LDAC 9	32,162	2,645	2,645	2,645	2,645	2,645	2,645	2,645	2,645	2,645	2,645	2,671	3,042
TC120893	LDAC 9	37,592	3,069	3,069	3,069	3,101	3,161	3,161	3,161	3,161	3,161	3,161	3,161	3,161
TC120892	LDAC 9	46,603	3,884	3,884	3,884	3,884	3,884	3,884	3,884	3,884	3,884	3,884	3,884	3,884
TC120967	LDAC 9	20,033	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,711	1,711
TC120952	LDAC 9	12,342	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029
TC120951	LDAC 9	31,172	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598
TC120944	LDAC 9	19,771	1,613	1,613	1,613	1,644	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661
TC120946	LDAC 9	12,910	1,074	1,074	1,074	1,074	1,074	1,074	1,074	1,074	1,074	1,074	1,074	1,100
TC120970	LDAC 9	16,465	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,521	1,521	1,521
TC121096	LDAC 9	18,600	1,550	1,550	1,550	1,550	1,550	1,550	1,550	1,550	1,550	1,550	1,550	1,550
TC121036	LDAC 9	33,163	2,716	2,716	2,716	2,716	2,716	2,797	2,797	2,797	2,797	2,797	2,797	2,797
TC121687	LDAC 9	21,933	1,819	1,828	1,828	1,828	1,828	1,828	1,828	1,828	1,828	1,828	1,828	1,828
TC121102	LDAC 9	26,565	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214	2,214
TC121690	LDAC 9	20,736	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728	1,728
TC121689	LDAC 10	32,460	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,730	2,852
TC121768	LDAC 10	31,450	—	—	—	—	—	31,450	—	—	—	—	—	—
TC121767	LDAC 10	8,294	691	691	691	691	691	691	691	691	691	691	691	691
TC120785	LDAC 10	23,780	1,977	1,977	1,977	1,977	1,977	1,977	1,977	1,977	1,977	1,977	1,977	2,036
TC120784	LDAC 10	31,725	2,644	2,644	2,644	2,644	2,644	2,644	2,644	2,644	2,644	2,644	2,644	2,644
TC121688	LDAC 8	19,318	1,605	1,605	1,605	1,605	1,605	1,605	1,605	1,605	1,605	1,605	1,634	1,637
TC121876	LDAC 9	26,676	2,212	2,212	2,212	2,212	2,212	2,212	2,212	2,212	2,212	2,212	2,278	2,278
TC131908	LDAC 10	6,385	529	529	529	529	529	529	529	529	529	529	545	545
TC121824	LDAC 10	11,523	11,523	—	—	—	—	—	—	—	—	—	—	—
TC131938	LDAC 9	27,026	2,203	2,203	2,203	2,269	2,269	2,269	2,269	2,269	2,269	2,269	2,269	2,269
TC131939	LDAC 9	14,750	1,219	1,219	1,219	1,219	1,219	1,219	1,219	1,243	1,243	1,243	1,243	1,243
TC131980	LDAC 9	14,600	1,217	1,217	1,217	1,217	1,217	1,217	1,217	1,217	1,217	1,217	1,217	1,217
TC131978	LDAC 9	16,986	1,391	1,391	1,391	1,391	1,391	1,433	1,433	1,433	1,433	1,433	1,433	1,433
TC131979	LDAC 9	20,520	1,710	1,710	1,710	1,710	1,710	1,710	1,710	1,710	1,710	1,710	1,710	1,710
TC131975	LDAC 9	13,091	1,080	1,080	1,080	1,080	1,080	1,080	1,080	1,080	1,113	1,113	1,113	1,113
TC132016	LDAC 9	19,395	1,593	1,593	1,593	1,593	1,593	1,633	1,633	1,633	1,633	1,633	1,633	1,633
TC132018	LDAC 9	23,138	1,896	1,896	1,896	1,896	1,944	1,944	1,944	1,944	1,944	1,944	1,944	1,944
TC132017	LDAC 9	18,659	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,709	1,725	1,725
TC132176	LDAC 9	11,068	913	913	913	913	913	913	913	913	941	941	941	941
TC132136	LDAC 9	7,556	630	630	630	630	630	630	630	630	630	630	630	630
TC132306	LDAC 9	71,124	5,871	5,871	5,871	5,871	5,871	5,871	5,871	5,871	6,038	6,038	6,038	6,038
TC132308	LDAC 9	34,491	2,827	2,827	2,827	2,827	2,827	2,827	2,827	2,940	2,940	2,940	2,940	2,940
TC132307	LDAC 9	21,120	1,760	1,760	1,760	1,760	1,760	1,760	1,760	1,760	1,760	1,760	1,760	1,760
TC132309	LDAC 9	25,740	2,145	2,145	2,145	2,145	2,145	2,145	2,145	2,145	2,145	2,145	2,145	2,145
TC132417	LDAC 8	80,313	6,583	6,583	6,715	6,715	6,715	6,715	6,715	6,715	6,715	6,715	6,715	6,715
TC132415	LDAC 8	24,016	1,967	1,967	1,967	1,967	1,967	2,026	2,026	2,026	2,026	2,026	2,026	2,026
TC132387	LDAC 9	12,862	1,061	1,061	1,061	1,061	1,061	1,061	1,082	1,082	1,082	1,082	1,082	1,082
TC132372	LDAC 10	21,901	1,825	1,825	1,825	1,825	1,825	1,825	1,825	1,825	1,825	1,825	1,825	1,825
TC132338	LDAC 10	18,323	1,512	1,512	1,512	1,512	1,512	1,512	1,512	1,512	1,557	1,557	1,557	1,557
TC132821	LDAC 10	15,539	1,295	1,295	1,295	1,295	1,295	1,295	1,295	1,295	1,295	1,295	1,295	1,295
TC142935	LDAC 8	44,166	3,671	3,671	3,671	3,671	3,671	3,671	3,671	3,671	3,671	3,671	3,671	3,781
TC142936	LDAC 8	31,161	2,550	2,601	2,601	2,601	2,601	2,601	2,601	2,601	2,601	2,601	2,601	2,601
TC132687	LDAC 8	28,794	2,349	2,349	2,349	2,396	2,419	2,419	2,419	2,419	2,419	2,419	2,419	2,419
TC143110	LDAC 8	25,604	2,087	2,087	2,087	2,149	2,149	2,149	2,149	2,149	2,149	2,149	2,149	2,149
TC143109	LDAC 10	19,669	1,639	1,639	1,639	1,639	1,639	1,639	1,639	1,639	1,639	1,639	1,639	1,639
TC131968	LDAC 10	48,595	3,986	3,986	3,986	3,986	3,986	4,032	4,106	4,106	4,106	4,106	4,106	4,106
TC154288	LDAC 8	16,862	1,323	1,323	1,323	1,323	1,323	1,323	1,323	1,521	1,521	1,521	1,521	1,521
TC154287	LDAC 8	16,641	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387
TC143089	LDAC 8	11,880	990	990	990	990	990	990	990	990	990	990	990	990
TC143017	LDAC 8	20,210	1,672	1,672	1,672	1,672	1,672	1,672	1,672	1,672	1,672	1,722	1,722	1,722
TC132750	LDAC 8	35,074	2,852	2,852	2,937	2,937	2,937	2,937	2,937	2,937	2,937	2,937	2,937	2,937
TC143683	LDAC 8	19,044	1,587	1,587	1,587	1,587	1,587	1,587	1,587	1,587	1,587	1,587	1,587	1,587
TC153835	LDAC 8	12,946	1,076	1,076	1,076	1,076	1,076	1,076	1,076	1,076	1,076	1,076	1,076	1,108
TC153886	LDAC 8	33,222	—	—	—	—	—	—	—	—	—	33,222	—	—
TC153864	LDAC 8	13,800	—	—	—	—	—	13,800	—	—	—	—	—	—
TC153933	LDAC 8	22,697	1,842	1,842	1,842	1,842	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916
TC143196	LDAC 8	31,625	2,635	2,635	2,635	2,635	2,635	2,635	2,635	2,635	2,635	2,635	2,635	2,635
TC154063	LDAC 8	27,272	—	—	—	—	—	—	—	27,272	—	—	—	—
TC154006	LDAC 8	51,552	4,296	4,296	4,296	4,296	4,296	4,296	4,296	4,296	4,296	4,296	4,296	4,296
TC154005	LDAC 8	32,163	2,610	2,675	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688
TC154115	LDAC 8	80,096	6,485	6,485	6,485	6,485	6,485	6,810	6,810	6,810	6,810	6,810	6,810	6,810
TC154160	LDAC 8	11,534	940	940	940	968	968	968	968	968	968	968	968	968
TC154106	LDAC 8	31,104	2,592	2,592	2,592	2,592	2,592	2,592	2,592	2,592	2,592	2,592	2,592	2,592
TC154093	LDAC 8	13,847	1,035	1,035	1,065	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190
TC154165	LDAC 8	111,780	—	—	—	—	—	—	—	—	—	—	111,780	—
TC154202	LDAC 8	78,508	6,476	6,476	6,476	6,476	6,524	6,524	6,524	6,585	6,585	6,586	6,639	6,639

TC131976	LDAC 10	20,495	1,660	1,660	1,718	1,718	1,718	1,718	1,718	1,718	1,718	1,718	1,718	1,718
TC132015	LDAC 9	6,063	505	505	505	505	505	505	505	505	505	505	505	505
TC120630	LDAC 8	18,774	1,523	1,568	1,568	1,568	1,568	1,568	1,568	1,568	1,568	1,568	1,568	1,568
TC120631	LDAC 8	16,581	1,361	1,361	1,361	1,361	1,361	1,361	1,402	1,402	1,402	1,402	1,402	1,402
TC110237	LDAC 9	16,346	1,362	1,362	1,362	1,362	1,362	1,362	1,362	1,362	1,362	1,362	1,362	1,362
TC143786	LDAC 8	8,625	719	719	719	719	719	719	719	719	719	719	719	719
TC131936	LDAC 9	26,186	2,155	2,155	2,155	2,155	2,155	2,155	2,155	2,220	2,220	2,220	2,220	2,220
TC110413	LDAC 8	35,126	2,898	2,898	2,898	2,898	2,898	2,898	2,898	2,898	2,985	2,985	2,985	2,985
TC110440	LDAC 8	12,342	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029	1,029
TC110504	LDAC 9	17,719	1,323	1,323	1,387	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521
TC110505	LDAC 9	24,625	1,971	1,971	2,063	2,069	2,069	2,069	2,069	2,069	2,069	2,069	2,069	2,069
TC110586	LDAC 9	26,106	2,163	2,163	2,163	2,163	2,163	2,163	2,163	2,163	2,163	2,163	2,239	2,239
TC121075	LDAC 10	9,600	800	800	800	800	800	800	800	800	800	800	800	800
TC121722	LDAC 10	25,039	2,077	2,077	2,077	2,077	2,077	2,077	2,077	2,077	2,077	2,088	2,129	2,129
TC121792	LDAC 9	23,650	1,905	1,935	1,981	1,981	1,981	1,981	1,981	1,981	1,981	1,981	1,981	1,981
TC121793	LDAC 9	21,000	1,750	1,750	1,750	1,750	1,750	1,750	1,750	1,750	1,750	1,750	1,750	1,750
TC121794	LDAC 9	17,569	1,464	1,464	1,464	1,464	1,464	1,464	1,464	1,464	1,464	1,464	1,464	1,464
TC131990	LDAC 9	37,460	3,106	3,106	3,106	3,106	3,106	3,106	3,106	3,106	3,106	3,106	3,199	3,199
TC132340	LDAC 9	14,400	1,200	1,200	1,200	1,200	1,200	1,200	1,200	1,200	1,200	1,200	1,200	1,200
TC132084	LDAC 10	6,221	—	—	—	—	—	—	—	—	—	6,221	—	—
TC132173	LDAC 8	35,880	2,975	2,975	2,975	2,975	2,975	2,975	2,975	2,975	2,975	2,975	3,064	3,064
TC132443	LDAC 9	24,840	2,070	2,070	2,070	2,070	2,070	2,070	2,070	2,070	2,070	2,070	2,070	2,070
TC132445	LDAC 8	24,131	2,006	2,006	2,006	2,006	2,006	2,006	2,006	2,006	2,006	2,006	2,006	2,066
TC132330	LDAC 9	11,180	932	932	932	932	932	932	932	932	932	932	932	932
TC132331	LDAC 9	11,247	—	—	—	—	—	—	—	—	11,247	—	—	—
TC132500	LDAC 10	11,616	968	968	968	968	968	968	968	968	968	968	968	968
TC132499	LDAC 10	3,418	285	285	285	285	285	285	285	285	285	285	285	285
TC142927	LDAC 9	12,900	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075
TC142926	LDAC 9	13,080	13,080	—	—	—	—	—	—	—	—	—	—	—
TC110228	LDAC 8	8,520	708	708	708	708	708	708	708	708	708	708	708	736
TC110448	LDAC 9	15,842	1,303	1,322	1,322	1,322	1,322	1,322	1,322	1,322	1,322	1,322	1,322	1,322
TC110412	LDAC 9	10,541	878	878	878	878	878	878	878	878	878	878	878	878
TC120957	LDAC 9	24,311	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,076	2,076
TC120958	LDAC 9	23,803	1,957	1,957	1,957	1,957	1,957	1,957	1,981	2,016	2,016	2,016	2,016	2,016
TC110597	LDAC 9	20,488	1,675	1,675	1,675	1,675	1,675	1,700	1,742	1,742	1,742	1,731	1,727	1,727
TC110598	LDAC 9	33,934	2,768	2,768	2,768	2,817	2,852	2,852	2,852	2,852	2,852	2,852	2,852	2,852
TC110596	LDAC 9	24,293	1,975	1,975	1,975	1,975	1,975	1,975	2,074	2,074	2,074	2,074	2,074	2,074
TC110600	LDAC 9	17,763	1,441	1,484	1,484	1,484	1,484	1,484	1,484	1,484	1,484	1,484	1,484	1,484
TC121709	LDAC 9	5,400	—	5,400	—	—	—	—	—	—	—	—	—	—
TC132066	LDAC 9	27,706	2,297	2,297	2,297	2,297	2,297	2,297	2,297	2,297	2,297	2,343	2,343	2,343
TC132072	LDAC 9	4,563	—	—	—	—	—	4,563	—	—	—	—	—	—
TC132090	LDAC 9	12,775	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065
TC132109	LDAC 9	8,712	726	726	726	726	726	726	726	726	726	726	726	726
TC132123	LDAC 9	8,173	681	681	681	681	681	681	681	681	681	681	681	681
TC132125	LDAC 9	27,000	2,250	2,250	2,250	2,250	2,250	2,250	2,250	2,250	2,250	2,250	2,250	2,250
TC132087	LDAC 9	11,903	992	992	992	992	992	992	992	992	992	992	992	992
TC132182	LDAC 9	14,722	1,214	1,214	1,214	1,214	1,214	1,214	1,214	1,214	1,214	1,214	1,214	1,366
TC132166	LDAC 9	3,480	290	290	290	290	290	290	290	290	290	290	290	290
TC132041	LDAC 10	11,121	—	—	—	—	—	—	—	—	11,121	—	—	—
TC132227	LDAC 9	5,952	496	496	496	496	496	496	496	496	496	496	496	496
TC110526	LDAC 10	12,685	1,011	1,061	1,061	1,061	1,061	1,061	1,061	1,061	1,061	1,061	1,061	1,061
TC132178	LDAC 10	20,700	1,725	1,725	1,725	1,725	1,725	1,725	1,725	1,725	1,725	1,725	1,725	1,725
TC132179	LDAC 10	20,576	1,595	1,595	1,595	1,755	1,755	1,755	1,755	1,755	1,755	1,755	1,755	1,755
TC132168	LDAC 10	11,835	986	986	986	986	986	986	986	986	986	986	986	986
TC132167	LDAC 10	15,619	1,273	1,273	1,273	1,311	1,311	1,311	1,311	1,311	1,311	1,311	1,311	1,311
TC132163	LDAC 9	5,943	495	495	495	495	495	495	495	495	495	495	495	495
TC132086	LDAC 10	10,725	—	—	—	—	—	10,725	—	—	—	—	—	—
TC132210	LDAC 9	18,805	1,556	1,556	1,556	1,556	1,556	1,556	1,556	1,556	1,556	1,556	1,556	1,689
TC132212	LDAC 9	26,928	2,244	2,244	2,244	2,244	2,244	2,244	2,244	2,244	2,244	2,244	2,244	2,244
TC132213	LDAC 9	37,414	3,042	3,042	3,042	3,042	3,042	3,042	3,042	3,042	3,042	3,042	3,498	3,498
TC132211	LDAC 9	23,805	1,984	1,984	1,984	1,984	1,984	1,984	1,984	1,984	1,984	1,984	1,984	1,984
TC132284	LDAC 9	3,211	268	268	268	268	268	268	268	268	268	268	268	268
TC132244	LDAC 9	5,986	484	484	484	484	484	484	484	520	520	520	520	520
TC121004	LDAC 9	20,631	1,719	1,719	1,719	1,719	1,719	1,719	1,719	1,719	1,719	1,719	1,719	1,719
TC132138	LDAC 9	6,726	561	561	561	561	561	561	561	561	561	561	561	561
TC132366	LDAC 9	28,929	—	—	—	—	—	—	—	28,929	—	—	—	—
TC132115	LDAC 9	4,200	350	350	350	350	350	350	350	350	350	350	350	350
TC132221	LDAC 9	21,425	1,785	1,785	1,785	1,785	1,785	1,785	1,785	1,785	1,785	1,785	1,785	1,785
TC132219	LDAC 9	26,400	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200
TC132352	LDAC 9	22,399	1,827	1,827	1,827	1,867	1,881	1,881	1,881	1,881	1,881	1,881	1,881	1,881
TC132283	LDAC 9	14,362	1,185	1,185	1,185	1,185	1,185	1,185	1,185	1,185	1,185	1,232	1,232	1,232
TC132285	LDAC 9	19,836	1,613	1,613	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661	1,661
TC132286	LDAC 9	28,419	2,356	2,356	2,356	2,356	2,356	2,356	2,356	2,356	2,356	2,356	2,427	2,427
TC132204	LDAC 9	11,880	—	—	11,880	—	—	—	—	—	—	—	—	—
TC132303	LDAC 9	5,590	466	466	466	466	466	466	466	466	466	466	466	466
TC132312	LDAC 8	26,896	2,203	2,203	2,203	2,203	2,203	2,269	2,269	2,269	2,269	2,269	2,269	2,269
TC132326	LDAC 8	40,122	3,262	3,262	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360	3,360
TC132347	LDAC 8	38,286	3,164	3,164	3,164	3,164	3,164	3,164	3,164	3,164	3,164	3,164	3,322	3,322
TC132206	LDAC 10	26,604	2,162	2,179	2,226	2,226	2,226	2,226	2,226	2,226	2,226	2,226	2,226	2,226
TC132248	LDAC 10	32,545	2,642	2,642	2,642	2,642	2,747	2,747	2,747	2,747	2,747	2,747	2,747	2,747
TC132242	LDAC 10	8,213	684	684	684	684	684	684	684	684	684	684	684	684
TC132245	LDAC 9	7,142	595	595	595	595	595	595	595	595	595	595	595	595
TC132165	LDAC 9	12,650	—	—	—	—	—	12,650	—	—	—	—	—	—
TC132351	LDAC 9	74,793	5,924	5,924	5,924	5,924	5,924	5,924	5,924	5,924	6,850	6,850	6,850	6,850
TC132246	LDAC 9	5,418	451	451	451	451	451	451	451	451	451	451	451	451
TC132302	LDAC 9	16,351	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,419	1,419
TC132194	LDAC 8	40,071	3,301	3,301	3,301	3,301	3,301	3,301	3,301	3,301	3,416	3,416	3,416	3,416

TC132507	LDAC 10	23,786	1,982	1,982	1,982	1,982	1,982	1,982	1,982	1,982	1,982	1,982	1,982	1,982
TC132541	LDAC 8	15,695	—	—	3,650	—	—	3,650	—	—	4,198	—	—	4,198
TC132355	LDAC 10	7,482	608	608	608	608	620	633	633	633	633	633	633	633
TC132489	LDAC 10	5,490	441	441	441	463	463	463	463	463	463	463	463	463
TC132702	LDAC 10	29,021	2,356	2,356	2,356	2,356	2,450	2,450	2,450	2,450	2,450	2,450	2,450	2,450
TC132766	LDAC 10	3,780	315	315	315	315	315	315	315	315	315	315	315	315
TC132760	LDAC 10	8,958	747	747	747	747	747	747	747	747	747	747	747	747
TC132609	LDAC 10	45,266	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772
TC132610	LDAC 10	79,537	6,519	6,519	6,519	6,519	6,519	6,519	6,519	6,519	6,845	6,845	6,845	6,845
TC132777	LDAC 10	5,940	495	495	495	495	495	495	495	495	495	495	495	495
TC132556	LDAC 10	7,986	666	666	666	666	666	666	666	666	666	666	666	666
TC132823	LDAC 10	10,538	861	861	861	861	887	887	887	887	887	887	887	887
TC142872	LDAC 9	7,260	605	605	605	605	605	605	605	605	605	605	605	605
TC142975	LDAC 10	17,887	1,469	1,493	1,493	1,493	1,493	1,493	1,493	1,493	1,493	1,493	1,493	1,493
TC143083	LDAC 10	38,605	3,145	3,145	3,166	3,239	3,239	3,239	3,239	3,239	3,239	3,239	3,239	3,239
TC143084	LDAC 10	35,479	2,898	2,898	2,898	2,904	2,985	2,985	2,985	2,985	2,985	2,985	2,985	2,985
TC142856	LDAC 10	37,108	3,069	3,069	3,069	3,069	3,069	3,069	3,069	3,069	3,069	3,161	3,161	3,161
TC142959	LDAC 9	12,420	1,035	1,035	1,035	1,035	1,035	1,035	1,035	1,035	1,035	1,035	1,035	1,035
TC121842	LDAC 8	38,046	3,116	3,116	3,116	3,116	3,116	3,209	3,209	3,209	3,209	3,209	3,209	3,209
TC121843	LDAC 8	52,389	—	—	—	—	—	—	—	—	—	52,389	—	—
TC143003	LDAC 10	10,665	889	889	889	889	889	889	889	889	889	889	889	889
TC142911	LDAC 10	18,000	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500	1,500
TC143008	LDAC 8	13,762	1,126	1,149	1,149	1,149	1,149	1,149	1,149	1,149	1,149	1,149	1,149	1,149
TC132824	LDAC 9	35,424	2,952	2,952	2,952	2,952	2,952	2,952	2,952	2,952	2,952	2,952	2,952	2,952
TC142985	LDAC 9	17,733	—	—	—	—	—	—	17,733	—	—	—	—	—
TC132803	LDAC 9	27,000	—	—	—	—	—	—	—	—	—	27,000	—	—
TC143115	LDAC 10	27,593	2,257	2,257	2,257	2,257	2,257	2,293	2,336	2,336	2,336	2,336	2,336	2,336
TC143116	LDAC 10	26,721	2,189	2,189	2,189	2,189	2,189	2,244	2,255	2,255	2,255	2,255	2,255	2,255
TC143043	LDAC 10	20,231	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686
TC143187	LDAC 10	7,716	605	605	605	605	637	666	666	666	666	666	666	666
TC143232	LDAC 9	19,676	—	—	—	—	—	—	—	—	—	—	19,676	—
TC143136	LDAC 10	6,000	—	—	—	—	—	—	—	—	—	6,000	—	—
TC143024	LDAC 9	5,702	440	440	466	484	484	484	484	484	484	484	484	484
TC143036	LDAC 9	6,556	546	546	546	546	546	546	546	546	546	546	546	546
TC143261	LDAC 8	57,743	4,735	4,735	4,735	4,735	4,735	4,808	4,877	4,877	4,877	4,877	4,877	4,877
TC143637	LDAC 8	32,061	—	—	—	—	—	—	—	—	—	—	32,061	—
TC143791	LDAC 8	22,217	1,815	1,815	1,815	1,815	1,870	1,870	1,870	1,870	1,870	1,870	1,870	1,870
TC143732	LDAC 8	10,058	833	833	833	833	833	833	833	833	833	833	833	895
TC143803	LDAC 8	85,644	6,974	6,974	6,974	6,974	6,974	7,253	7,253	7,253	7,253	7,253	7,253	7,253
TC143675	LDAC 8	7,413	—	—	—	—	—	—	—	—	—	—	—	7,413
TC143669	LDAC 8	6,613	551	551	551	551	551	551	551	551	551	551	551	551
TC143386	LDAC 8	20,130	1,650	1,650	1,650	1,650	1,650	1,650	1,650	1,650	1,650	1,650	1,815	1,815
TC143742	LDAC 8	8,712	715	727	727	727	727	727	727	727	727	727	727	727
TC143717	LDAC 8	21,481	1,609	1,609	1,609	1,850	1,850	1,850	1,850	1,850	1,850	1,850	1,850	1,850
TC143722	LDAC 8	20,234	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686
TC153843	LDAC 8	45,270	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772	3,772
TC153872	LDAC 8	4,752	396	396	396	396	396	396	396	396	396	396	396	396
TC143760	LDAC 8	26,651	2,221	2,221	2,221	2,221	2,221	2,221	2,221	2,221	2,221	2,221	2,221	2,221
TC143774	LDAC 8	23,402	1,916	1,916	1,916	1,916	1,916	1,966	1,976	1,976	1,976	1,976	1,976	1,976
TC143773	LDAC 8	23,133	1,902	1,902	1,902	1,902	1,940	1,940	1,940	1,940	1,940	1,940	1,940	1,940
TC143671	LDAC 8	12,696	—	—	—	12,696	—	—	—	—	—	—	—	—
TC143672	LDAC 8	23,759	—	—	—	—	—	—	23,759	—	—	—	—	—
TC143670	LDAC 8	18,541	1,530	1,530	1,530	1,530	1,530	1,530	1,530	1,530	1,576	1,576	1,576	1,576
TC143796	LDAC 8	6,930	550	550	550	550	550	550	605	605	605	605	605	605
TC143706	LDAC 8	39,134	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,380
TC143793	LDAC 8	7,594	633	633	633	633	633	633	633	633	633	633	633	633
TC153818	LDAC 8	7,046	—	7,046	—	—	—	—	—	—	—	—	—	—
TC143635	LDAC 8	14,914	1,230	1,230	1,230	1,230	1,230	1,230	1,230	1,261	1,261	1,261	1,261	1,261
TC143784	LDAC 8	8,284	686	686	686	686	686	686	686	696	696	696	696	696
TC143776	LDAC 8	16,851	1,380	1,380	1,380	1,380	1,380	1,380	1,380	1,396	1,449	1,449	1,449	1,449
TC153907	LDAC 8	10,454	871	871	871	871	871	871	871	871	871	871	871	871
TC153887	LDAC 8	20,259	—	—	—	20,259	—	—	—	—	—	—	—	—
TC153855	LDAC 8	11,160	900	900	900	900	900	900	900	900	990	990	990	990
TC153816	LDAC 8	12,126	1,011	1,011	1,011	1,011	1,011	1,011	1,011	1,011	1,011	1,011	1,011	1,011
TC153943	LDAC 8	22,211	1,851	1,851	1,851	1,851	1,851	1,851	1,851	1,851	1,851	1,851	1,851	1,851
TC153881	LDAC 8	8,340	695	695	695	695	695	695	695	695	695	695	695	695
TC153891	LDAC 8	26,391	2,188	2,188	2,188	2,188	2,188	2,188	2,188	2,188	2,188	2,188	2,254	2,254
TC153889	LDAC 8	20,801	1,733	1,733	1,733	1,733	1,733	1,733	1,733	1,733	1,733	1,733	1,733	1,733
TC153890	LDAC 8	31,055	2,575	2,575	2,575	2,575	2,575	2,575	2,575	2,575	2,575	2,575	2,652	2,652
TC153867	LDAC 8	13,688	1,141	1,141	1,141	1,141	1,141	1,141	1,141	1,141	1,141	1,141	1,141	1,141
TC153866	LDAC 8	9,125	760	760	760	760	760	760	760	760	760	760	760	760
TC143259	LDAC 8	34,356	2,814	2,814	2,814	2,814	2,814	2,898	2,898	2,898	2,898	2,898	2,898	2,898
TC153967	LDAC 8	11,283	—	—	—	—	—	—	—	—	—	11,283	—	—
TC153923	LDAC 8	37,656	3,107	3,107	3,107	3,107	3,107	3,107	3,107	3,107	3,107	3,231	3,231	3,231
TC153925	LDAC 8	34,890	2,864	2,864	2,864	2,864	2,864	2,875	2,950	2,950	2,950	2,950	2,950	2,950
TC153924	LDAC 8	28,164	—	—	—	—	—	—	—	—	—	—	—	28,164
TC153922	LDAC 8	55,791	4,558	4,558	4,558	4,558	4,558	4,558	4,740	4,740	4,740	4,740	4,740	4,740
TC153930	LDAC 8	11,162	825	825	825	965	965	965	965	965	965	965	965	965
TC153918	LDAC 8	5,400	450	450	450	450	450	450	450	450	450	450	450	450
TC153931	LDAC 8	32,496	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,768	2,768	2,768
TC153932	LDAC 8	26,393	2,199	2,199	2,199	2,199	2,199	2,199	2,199	2,199	2,199	2,199	2,199	2,199
TC153976	LDAC 8	7,260	605	605	605	605	605	605	605	605	605	605	605	605
TC153942	LDAC 8	7,125	—	—	—	—	7,125	—	—	—	—	—	—	—
TC153959	LDAC 8	10,200	850	850	850	850	850	850	850	850	850	850	850	850
TC154035	LDAC 8	22,540	1,845	1,845	1,845	1,845	1,860	1,900	1,900	1,900	1,900	1,900	1,900	1,900
TC153852	LDAC 8	41,532	3,461	3,461	3,461	3,461	3,461	3,461	3,461	3,461	3,461	3,461	3,461	3,461
TC154014	LDAC 8	7,920	660	660	660	660	660	660	660	660	660	660	660	660

TC153808	LDAC 8	27,733	2,266	2,266	2,266	2,266	2,334	2,334	2,334	2,334	2,334	2,334	2,334	2,334
TC153809	LDAC 8	33,337	2,737	2,737	2,737	2,737	2,737	2,737	2,819	2,819	2,819	2,819	2,819	2,819
TC153811	LDAC 8	20,711	1,696	1,696	1,696	1,696	1,696	1,747	1,747	1,747	1,747	1,747	1,747	1,747
TC153812	LDAC 8	25,215	2,101	2,101	2,101	2,101	2,101	2,101	2,101	2,101	2,101	2,101	2,101	2,101
TC153813	LDAC 8	25,462	2,122	2,122	2,122	2,122	2,122	2,122	2,122	2,122	2,122	2,122	2,122	2,122
TC153814	LDAC 8	22,065	1,790	1,843	1,843	1,843	1,843	1,843	1,843	1,843	1,843	1,843	1,843	1,843
TC153937	LDAC 8	20,051	—	—	5,013	—	—	5,013	—	—	5,013	—	—	5,013
TC153936	LDAC 8	36,712	3,014	3,014	3,014	3,014	3,014	3,014	3,105	3,105	3,105	3,105	3,105	3,105
TC153938	LDAC 8	56,400	—	—	—	—	—	56,400	—	—	—	—	—	—
TC154059	LDAC 8	20,988	20,988	—	—	—	—	—	—	—	—	—	—	—
TC154057	LDAC 8	27,134	2,217	2,217	2,217	2,217	2,283	2,283	2,283	2,283	2,283	2,283	2,283	2,283
TC154058	LDAC 8	28,083	2,328	2,328	2,328	2,328	2,328	2,328	2,328	2,328	2,328	2,331	2,398	2,398
TC154056	LDAC 8	28,222	2,352	2,352	2,352	2,352	2,352	2,352	2,352	2,352	2,352	2,352	2,352	2,352
TC153945	LDAC 8	17,710	1,342	1,342	1,342	1,342	1,543	1,543	1,543	1,543	1,543	1,543	1,543	1,543
TC154068	LDAC 8	26,369	2,139	2,203	2,203	2,203	2,203	2,203	2,203	2,203	2,203	2,203	2,203	2,203
TC154015	LDAC 8	17,160	1,430	1,430	1,430	1,430	1,430	1,430	1,430	1,430	1,430	1,430	1,430	1,430
TC153984	LDAC 8	30,771	2,498	2,498	2,498	2,498	2,598	2,598	2,598	2,598	2,598	2,598	2,598	2,598
TC154103	LDAC 8	23,662	1,957	1,957	1,957	1,957	1,957	1,957	1,957	1,957	1,957	2,016	2,016	2,016
TC154044	LDAC 8	6,406	497	497	497	497	497	497	571	571	571	571	571	571
TC154159	LDAC 8	11,706	959	959	959	959	959	988	988	988	988	988	988	988
TC154148	LDAC 8	9,927	820	820	820	820	820	820	820	820	838	844	844	844
TC154133	LDAC 8	9,927	820	820	820	820	820	820	820	820	838	844	844	844
TC154091	LDAC 8	21,273	1,755	1,755	1,755	1,755	1,755	1,755	1,755	1,798	1,798	1,798	1,798	1,798
TC154146	LDAC 8	9,927	820	820	820	820	820	820	820	820	838	844	844	844
TC154143	LDAC 8	9,927	820	820	820	820	820	820	820	820	838	844	844	844
TC154135	LDAC 8	9,927	820	820	820	820	820	820	820	820	838	844	844	844
TC154125	LDAC 8	9,873	820	820	820	820	820	820	820	820	820	820	834	844
TC154124	LDAC 8	12,594	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,049	1,059
TC154158	LDAC 8	10,259	832	857	857	857	857	857	857	857	857	857	857	857
TC154112	LDAC 8	14,575	1,200	1,200	1,200	1,200	1,209	1,224	1,224	1,224	1,224	1,224	1,224	1,224
TC154083	LDAC 8	9,372	760	783	783	783	783	783	783	783	783	783	783	783
TC154111	LDAC 8	22,536	1,833	1,833	1,874	1,888	1,888	1,888	1,888	1,888	1,888	1,888	1,888	1,888
TC153861	LDAC 8	22,462	—	—	—	—	—	—	22,462	—	—	—	—	—
TC153860	LDAC 8	32,687	2,670	2,670	2,670	2,670	2,670	2,670	2,777	2,777	2,777	2,777	2,777	2,777
TC154016	LDAC 8	16,009	1,321	1,321	1,321	1,321	1,321	1,321	1,321	1,321	1,360	1,360	1,360	1,360
TC154097	LDAC 8	10,140	—	—	—	—	—	—	—	—	—	—	10,140	—
TC154157	LDAC 8	8,221	660	660	660	660	660	660	660	660	660	759	759	759
TC154164	LDAC 8	18,314	1,493	1,493	1,493	1,537	1,537	1,537	1,537	1,537	1,537	1,537	1,537	1,537
TC154208	LDAC 8	4,800	4,800	—	—	—	—	—	—	—	—	—	—	—
TC153950	LDAC 8	18,150	1,452	1,452	1,452	1,452	1,452	1,452	1,452	1,597	1,597	1,597	1,597	1,597
TC154199	LDAC 8	9,859	820	820	820	820	820	820	820	820	820	820	820	844
TC154316	LDAC 8	17,681	1,473	1,473	1,473	1,473	1,473	1,473	1,473	1,473	1,473	1,473	1,473	1,473
TC154262	LDAC 8	12,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
TC154266	LDAC 8	12,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
TC154260	LDAC 8	9,933	820	820	820	820	820	820	820	820	844	844	844	844
TC154259	LDAC 8	9,739	796	796	796	796	820	820	820	820	820	820	820	820
TC154257	LDAC 8	10,827	902	902	902	902	902	902	902	902	902	902	902	907
TC154261	LDAC 8	10,827	902	902	902	902	902	902	902	902	902	902	902	907
TC121760	LDAC 10	29,445	2,388	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460
TC154024	LDAC 8	21,780	1,815	1,815	1,815	1,815	1,815	1,815	1,815	1,815	1,815	1,815	1,815	1,815
TC120773	LDAC 9	17,187	1,411	1,411	1,411	1,411	1,411	1,411	1,453	1,453	1,453	1,453	1,453	1,453
TC120774	LDAC 9	8,218	678	678	678	678	678	678	678	678	698	698	698	698
TC120775	LDAC 9	7,949	662	662	662	662	662	662	662	662	662	662	662	662
TC120928	LDAC 9	4,761	397	397	397	397	397	397	397	397	397	397	397	397
TC110436	LDAC 9	20,475	1,658	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711
TC120653	LDAC 8	41,849	3,407	3,407	3,407	3,415	3,526	3,526	3,526	3,526	3,526	3,526	3,526	3,526
TC132010	LDAC 10	5,511	446	446	446	446	446	469	469	469	469	469	469	469
TC132397	LDAC 9	18,251	—	—	—	18,251	—	—	—	—	—	—	—	—
TC121082	LDAC 9	20,260	1,688	1,688	1,688	1,688	1,688	1,688	1,688	1,688	1,688	1,688	1,688	1,688
TC121081	LDAC 9	26,532	—	—	—	26,532	—	—	—	—	—	—	—	—
TC121080	LDAC 9	24,916	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076
TC110555	LDAC 9	14,497	1,192	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210	1,210
TC154107	LDAC 8	14,980	1,236	1,236	1,236	1,236	1,236	1,236	1,236	1,236	1,273	1,273	1,273	1,273
TC121710	LDAC 9	16,800	1,400	1,400	1,400	1,400	1,400	1,400	1,400	1,400	1,400	1,400	1,400	1,400
TC131909	LDAC 10	23,598	1,967	1,967	1,967	1,967	1,967	1,967	1,967	1,967	1,967	1,967	1,967	1,967
TC121883	LDAC 9	15,312	1,276	1,276	1,276	1,276	1,276	1,276	1,276	1,276	1,276	1,276	1,276	1,276
TC143159	LDAC 10	7,585	7,585	—	—	—	—	—	—	—	—	—	—	—
TC132013	LDAC 9	53,288	4,382	4,382	4,382	4,382	4,382	4,382	4,382	4,382	4,558	4,558	4,558	4,558
TC120803	LDAC 9	20,460	1,705	1,705	1,705	1,705	1,705	1,705	1,705	1,705	1,705	1,705	1,705	1,705
TC121790	LDAC 9	11,180	932	932	932	932	932	932	932	932	932	932	932	932
TC120992	LDAC 9	9,125	—	—	—	—	—	—	—	9,125	—	—	—	—
TC120639	LDAC 9	9,125	760	760	760	760	760	760	760	760	760	760	760	760
TC120807	LDAC 9	20,757	1,730	1,730	1,730	1,730	1,730	1,730	1,730	1,730	1,730	1,730	1,730	1,730
TC120983	LDAC 9	5,082	424	424	424	424	424	424	424	424	424	424	424	424
TC110381	LDAC 8	12,036	992	992	992	992	992	992	992	992	992	992	992	1,126
TC120883	LDAC 9	7,452	621	621	621	621	621	621	621	621	621	621	621	621
TC132032	LDAC 8	11,463	936	936	936	936	936	936	974	974	974	974	974	974
TC132031	LDAC 8	27,317	2,217	2,217	2,217	2,217	2,306	2,306	2,306	2,306	2,306	2,306	2,306	2,306
TC154172	LDAC 8	13,688	—	—	3,422	—	—	3,422	—	—	3,422	—	—	3,422
TC154173	LDAC 8	7,700	—	—	—	—	—	7,700	—	—	—	—	—	—
TC132045	LDAC 9	6,605	500	500	500	500	500	500	600	600	600	600	600	600
TC121741	LDAC 10	15,324	1,258	1,258	1,258	1,258	1,258	1,258	1,296	1,296	1,296	1,296	1,296	1,296
TC121781	LDAC 9	5,881	490	490	490	490	490	490	490	490	490	490	490	490
TC153895	LDAC 8	19,627	1,615	1,615	1,615	1,615	1,615	1,615	1,615	1,664	1,664	1,664	1,664	1,664
TC132003	LDAC 9	10,712	893	893	893	893	893	893	893	893	893	893	893	893
TC120671	LDAC 8	50,248	4,126	4,126	4,126	4,126	4,218	4,218	4,218	4,218	4,218	4,218	4,218	4,218
TC154150	LDAC 8	14,994	1,250	1,250	1,250	1,250	1,250	1,250	1,250	1,250	1,250	1,250	1,250	1,250

TC120895	LDAC 9	10,560	880	880	880	880	880	880	880	880	880	880	880	880
TC110432	LDAC 8	20,124	1,644	1,644	1,644	1,644	1,693	1,693	1,693	1,693	1,693	1,693	1,693	1,693
TC110433	LDAC 8	39,791	3,247	3,322	3,322	3,322	3,322	3,322	3,322	3,322	3,322	3,322	3,322	3,322
TC120742	LDAC 9	19,818	—	—	—	—	—	—	19,818	—	—	—	—	—
TC154089	LDAC 8	24,766	2,016	2,016	2,047	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076
TC121859	LDAC 9	37,313	3,048	3,048	3,048	3,048	3,048	3,048	3,048	3,048	3,231	3,231	3,231	3,231
TC154078	LDAC 8	23,580	—	—	—	—	—	23,580	—	—	—	—	—	—
TC110363	LDAC 8	33,357	—	—	—	—	—	—	33,357	—	—	—	—	—
TC110444	LDAC 9	6,900	575	575	575	575	575	575	575	575	575	575	575	575
TC143114	LDAC 9	26,302	2,150	2,150	2,150	2,150	2,198	2,215	2,215	2,215	2,215	2,215	2,215	2,215
TC143117	LDAC 9	25,490	2,088	2,088	2,088	2,088	2,088	2,150	2,150	2,150	2,150	2,150	2,150	2,150
TC120764	LDAC 9	23,268	1,902	1,902	1,919	1,949	1,949	1,949	1,949	1,949	1,949	1,949	1,949	1,949
TC110419	LDAC 8	7,260	605	605	605	605	605	605	605	605	605	605	605	605
TC131969	LDAC 10	29,899	—	—	—	—	—	—	—	—	29,899	—	—	—
TC153815	LDAC 8	40,772	3,331	3,331	3,331	3,331	3,331	3,331	3,464	3,464	3,464	3,464	3,464	3,464
TC154026	LDAC 8	25,352	2,076	2,076	2,076	2,076	2,076	2,139	2,139	2,139	2,139	2,139	2,139	2,139
TC110499	LDAC 9	31,153	2,596	2,596	2,596	2,596	2,596	2,596	2,596	2,596	2,596	2,596	2,596	2,596
TC154036	LDAC 8	8,048	671	671	671	671	671	671	671	671	671	671	671	671
TC120972	LDAC 9	7,935	661	661	661	661	661	661	661	661	661	661	661	661
TC120920	LDAC 9	34,898	2,908	2,908	2,908	2,908	2,908	2,908	2,908	2,908	2,908	2,908	2,908	2,908
TC110359	LDAC 9	22,827	1,870	1,870	1,870	1,870	1,870	1,926	1,926	1,926	1,926	1,926	1,926	1,926
TC110360	LDAC 9	15,900	1,315	1,315	1,315	1,315	1,315	1,315	1,315	1,315	1,315	1,355	1,355	1,355
TC132088	LDAC 9	6,713	559	559	559	559	559	559	559	559	559	559	559	559
TC154033	LDAC 8	16,631	—	—	—	—	16,631	—	—	—	—	—	—	—
TC121071	LDAC 8	28,364	2,292	2,292	2,292	2,292	2,349	2,407	2,407	2,407	2,407	2,407	2,407	2,407
TC121070	LDAC 8	30,005	2,464	2,464	2,464	2,464	2,464	2,464	2,464	2,464	2,528	2,588	2,588	2,588
TC121072	LDAC 8	31,018	2,527	2,527	2,527	2,527	2,527	2,527	2,590	2,653	2,653	2,653	2,653	2,653
TC110325	LDAC 9	20,381	1,661	1,661	1,661	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711	1,711
TC110327	LDAC 9	13,575	1,117	1,117	1,117	1,117	1,117	1,121	1,145	1,145	1,145	1,145	1,145	1,145
TC110326	LDAC 9	22,848	—	—	—	—	—	—	—	—	—	—	—	22,848
TC132006	LDAC 9	32,415	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,688	2,768	2,768
TC132008	LDAC 9	25,410	—	—	—	—	—	—	—	—	—	—	—	25,410
TC132009	LDAC 9	29,738	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,460	2,534	2,534	2,534
TC143054	LDAC 10	94,146	7,792	7,792	7,792	7,792	7,792	7,792	7,792	7,792	7,792	7,814	8,103	8,103
TC143062	LDAC 10	51,425	4,212	4,212	4,212	4,212	4,212	4,338	4,338	4,338	4,338	4,338	4,338	4,338
TC143057	LDAC 10	51,393	4,212	4,212	4,212	4,212	4,212	4,305	4,338	4,338	4,338	4,338	4,338	4,338
TC131995	LDAC 9	65,825	1,993	1,993	2,035	18,692	2,035	2,035	2,035	2,035	2,035	2,035	2,035	26,870
TC131956	LDAC 9	9,125	760	760	760	760	760	760	760	760	760	760	760	760
TC153939	LDAC 8	7,935	661	661	661	661	661	661	661	661	661	661	661	661
TC154018	LDAC 8	6,000	500	500	500	500	500	500	500	500	500	500	500	500
TC154032	LDAC 8	34,293	2,858	2,858	2,858	2,858	2,858	2,858	2,858	2,858	2,858	2,858	2,858	2,858
TC131918	LDAC 9	4,320	360	360	360	360	360	360	360	360	360	360	360	360
TC121774	LDAC 9	11,208	934	934	934	934	934	934	934	934	934	934	934	934
TC131953	LDAC 9	13,738	1,145	1,145	1,145	1,145	1,145	1,145	1,145	1,145	1,145	1,145	1,145	1,145
TC143713	LDAC 8	10,169	845	845	845	845	845	845	845	845	845	845	862	862
TC153875	LDAC 8	19,011	1,565	1,565	1,565	1,565	1,565	1,565	1,565	1,612	1,612	1,612	1,612	1,612
TC121021	LDAC 8	10,451	870	870	870	870	870	870	870	870	870	870	870	884
TC120996	LDAC 9	8,404	700	700	700	700	700	700	700	700	700	700	700	700
TC121684	LDAC 9	9,900	—	—	—	—	—	9,900	—	—	—	—	—	—
TC121744	LDAC 9	12,023	978	978	978	978	978	978	978	978	978	978	1,124	1,124
TC154031	LDAC 8	16,395	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,351	1,375	1,405	1,405	1,405
TC132287	LDAC 9	19,780	1,640	1,640	1,640	1,640	1,640	1,640	1,640	1,640	1,665	1,665	1,665	1,665
TC120820	LDAC 9	14,145	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,323	1,323
TC154030	LDAC 8	32,865	—	—	—	—	—	—	—	—	32,865	—	—	—
TC120740	LDAC 9	12,096	1,008	1,008	1,008	1,008	1,008	1,008	1,008	1,008	1,008	1,008	1,008	1,008
TC132217	LDAC 9	15,505	1,267	1,267	1,267	1,267	1,305	1,305	1,305	1,305	1,305	1,305	1,305	1,305
TC143746	LDAC 8	62,297	—	—	—	—	—	—	—	—	—	—	62,297	—
TC143747	LDAC 8	34,283	—	34,283	—	—	—	—	—	—	—	—	—	—
TC121727	LDAC 10	21,300	1,747	1,747	1,747	1,747	1,747	1,767	1,800	1,800	1,800	1,800	1,800	1,800
TC120986	LDAC 9	12,900	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075	1,075
TC154271	LDAC 8	10,950	10,950	—	—	—	—	—	—	—	—	—	—	—
TC154273	LDAC 8	23,400	1,800	1,800	1,800	1,800	1,800	1,800	1,800	2,160	2,160	2,160	2,160	2,160
TC154272	LDAC 8	15,020	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,243	1,268	1,268	1,268	1,268
TC110418	LDAC 8	29,325	2,444	2,444	2,444	2,444	2,444	2,444	2,444	2,444	2,444	2,444	2,444	2,444
TC120922	LDAC 9	30,482	2,540	2,540	2,540	2,540	2,540	2,540	2,540	2,540	2,540	2,540	2,540	2,540
TC120921	LDAC 9	17,528	1,451	1,451	1,451	1,451	1,466	1,466	1,466	1,466	1,466	1,466	1,466	1,466
TC110558	LDAC 9	27,167	2,223	2,223	2,223	2,223	2,245	2,290	2,290	2,290	2,290	2,290	2,290	2,290
TC110557	LDAC 9	37,782	3,037	3,159	3,159	3,159	3,159	3,159	3,159	3,159	3,159	3,159	3,159	3,159
TC110556	LDAC 9	37,397	3,037	3,037	3,037	3,037	3,142	3,158	3,158	3,158	3,158	3,158	3,158	3,158
TC120708	LDAC 8	18,422	1,516	1,516	1,516	1,516	1,516	1,516	1,516	1,516	1,516	1,592	1,592	1,592
TC120707	LDAC 8	13,996	1,140	1,140	1,140	1,140	1,140	1,140	1,169	1,197	1,197	1,197	1,197	1,197
TC131943	LDAC 9	26,400	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200	2,200
TC154193	LDAC 8	12,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
TC121733	LDAC 9	12,442	—	—	—	—	—	—	—	—	—	12,442	—	—
TC110400	LDAC 8	37,477	3,042	3,042	3,042	3,042	3,164	3,164	3,164	3,164	3,164	3,164	3,164	3,164
TC131907	LDAC 9	9,125	—	9,125	—	—	—	—	—	—	—	—	—	—
TC120997	LDAC 8	9,972	831	831	831	831	831	831	831	831	831	831	831	831
TC120752	LDAC 9	18,071	1,380	1,380	1,380	1,380	1,442	1,587	1,587	1,587	1,587	1,587	1,587	1,587
TC120751	LDAC 9	18,293	1,487	1,487	1,532	1,532	1,532	1,532	1,532	1,532	1,532	1,532	1,532	1,532
TC153957	LDAC 8	23,886	1,971	1,971	1,971	1,971	1,971	1,971	1,971	1,971	2,030	2,030	2,030	2,030
TC120948	LDAC 9	16,605	1,347	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387	1,387
TC110588	LDAC 8	28,141	2,337	2,337	2,337	2,337	2,337	2,337	2,337	2,337	2,337	2,337	2,364	2,407
TC110591	LDAC 8	26,186	2,182	2,182	2,182	2,182	2,182	2,182	2,182	2,182	2,182	2,182	2,182	2,182
TC110589	LDAC 8	23,444	1,950	1,950	1,950	1,950	1,950	1,950	1,950	1,950	1,950	1,950	1,950	1,989
TC110514	LDAC 9	9,183	—	—	—	—	—	—	—	—	—	9,183	—	—
TC121103	LDAC 9	8,785	—	—	—	—	—	8,785	—	—	—	—	—	—
TC110395	LDAC 8	20,988	1,749	1,749	1,749	1,749	1,749	1,749	1,749	1,749	1,749	1,749	1,749	1,749

TC132106	LDAC 9	13,480	—	—	—	—	—	—	13,480	—	—	—	—	—
TC153952	LDAC 8	12,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000	1,000
TC132236	LDAC 9	49,611	4,121	4,121	4,121	4,121	4,121	4,121	4,121	4,121	4,121	4,121	4,121	4,285
TC120779	LDAC 9	7,558	630	630	630	630	630	630	630	630	630	630	630	630
TC120780	LDAC 9	14,283	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190	1,190
TC120783	LDAC 9	12,778	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065
TC120781	LDAC 9	11,040	920	920	920	920	920	920	920	920	920	920	920	920
TC121795	LDAC 10	4,752	396	396	396	396	396	396	396	396	396	396	396	396
TC121098	LDAC 9	23,996	1,920	1,920	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016	2,016
TC121097	LDAC 9	41,419	3,411	3,411	3,411	3,411	3,411	3,411	3,411	3,411	3,411	3,411	3,411	3,893
TC154104	LDAC 8	20,369	—	—	—	—	—	20,369	—	—	—	—	—	—
TC120778	LDAC 9	3,696	308	308	308	308	308	308	308	308	308	308	308	308
TC110528	LDAC 10	20,234	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686	1,686
TC110527	LDAC 10	19,838	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653	1,653
TC120973	LDAC 9	20,280	—	—	—	—	—	—	—	—	—	20,280	—	—
TC121878	LDAC 9	18,272	1,523	1,523	1,523	1,523	1,523	1,523	1,523	1,523	1,523	1,523	1,523	1,523
TC121788	LDAC 10	8,711	726	726	726	726	726	726	726	726	726	726	726	726
TC120935	LDAC 9	17,371	1,444	1,444	1,444	1,444	1,444	1,444	1,444	1,444	1,444	1,444	1,444	1,487
TC120936	LDAC 9	14,050	1,142	1,142	1,177	1,177	1,177	1,177	1,177	1,177	1,177	1,177	1,177	1,177
TC121694	LDAC 9	10,948	873	873	873	873	873	873	873	911	982	982	982	982
TC154017	LDAC 8	22,993	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916	1,916
TC121810	LDAC 10	31,797	2,598	2,598	2,598	2,598	2,676	2,676	2,676	2,676	2,676	2,676	2,676	2,676
TC110342	LDAC 9	7,800	650	650	650	650	650	650	650	650	650	650	650	650
TC132588	LDAC 10	27,873	2,248	2,248	2,338	2,338	2,338	2,338	2,338	2,338	2,338	2,338	2,338	2,338
TC120987	LDAC 9	18,251	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521	1,521
TC121007	LDAC 9	35,740	2,978	2,978	2,978	2,978	2,978	2,978	2,978	2,978	2,978	2,978	2,978	2,978
TC121008	LDAC 9	4,800	400	400	400	400	400	400	400	400	400	400	400	400
TC110454	LDAC 8	15,628	1,286	1,286	1,286	1,286	1,286	1,286	1,286	1,286	1,286	1,351	1,351	1,351
TC110455	LDAC 8	17,301	1,434	1,434	1,434	1,434	1,434	1,434	1,434	1,434	1,440	1,463	1,463	1,463
TC121104	LDAC 9	14,394	1,177	1,177	1,177	1,177	1,177	1,216	1,216	1,216	1,216	1,216	1,216	1,216
TC120672	LDAC 8	13,794	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150	1,150
TC153916	LDAC 8	23,701	1,975	1,975	1,975	1,975	1,975	1,975	1,975	1,975	1,975	1,975	1,975	1,975
TC110238	LDAC 9	72,219	5,871	5,871	6,048	6,048	6,048	6,048	6,048	6,048	6,048	6,048	6,048	6,048
TC121001	LDAC 9	2,400	200	200	200	200	200	200	200	200	200	200	200	200
TC131898	LDAC 8	19,097	1,586	1,586	1,586	1,586	1,586	1,586	1,586	1,586	1,586	1,591	1,617	1,617
TC121701	LDAC 9	11,616	—	—	11,616	—	—	—	—	—	—	—	—	—
TC121703	LDAC 9	15,657	—	—	—	—	—	15,657	—	—	—	—	—	—
TC121700	LDAC 9	15,552	—	—	15,552	—	—	—	—	—	—	—	—	—
TC142971	LDAC 10	24,883	—	—	—	—	—	—	—	—	24,883	—	—	—
TC142973	LDAC 10	16,127	—	—	—	—	16,127	—	—	—	—	—	—	—
TC142972	LDAC 10	14,425	—	—	—	—	—	—	—	14,425	—	—	—	—
TC110498	LDAC 9	5,579	—	—	—	—	—	—	—	—	5,579	—	—	—
TC110420	LDAC 9	8,471	—	—	—	—	—	—	—	—	—	8,471	—	—
TC153992	LDAC 8	17,460	1,455	1,455	1,455	1,455	1,455	1,455	1,455	1,455	1,455	1,455	1,455	1,455
TC154155	LDAC 8	13,734	1,143	1,143	1,143	1,143	1,143	1,143	1,143	1,143	1,143	1,143	1,143	1,165
TC153977	LDAC 8	10,635	883	883	883	883	883	883	883	883	883	884	901	901
TC121782	LDAC 10	6,534	545	545	545	545	545	545	545	545	545	545	545	545
TC154161	LDAC 8	15,129	1,261	1,261	1,261	1,261	1,261	1,261	1,261	1,261	1,261	1,261	1,261	1,261
TC110376	LDAC 8	37,359	3,060	3,060	3,060	3,060	3,060	3,152	3,152	3,152	3,152	3,152	3,152	3,152
TC110374	LDAC 8	28,548	2,350	2,350	2,350	2,350	2,350	2,350	2,350	2,420	2,420	2,420	2,420	2,420
TC110377	LDAC 8	30,876	2,553	2,553	2,553	2,553	2,553	2,553	2,553	2,553	2,558	2,630	2,630	2,630
TC120976	LDAC 10	8,970	748	748	748	748	748	748	748	748	748	748	748	748
TC154000	LDAC 8	9,321	771	771	771	771	771	771	771	771	771	794	794	794
TC131948	LDAC 10	5,555	463	463	463	463	463	463	463	463	463	463	463	463
TC121000	LDAC 9	19,396	1,580	1,580	1,580	1,580	1,580	1,580	1,620	1,659	1,659	1,659	1,659	1,659
TC131958	LDAC 10	37,097	—	—	—	37,097	—	—	—	—	—	—	—	—
TC110506	LDAC 8	12,278	—	—	—	—	12,278	—	—	—	—	—	—	—
TC121683	LDAC 9	27,551	2,285	2,285	2,285	2,285	2,285	2,285	2,285	2,285	2,285	2,285	2,351	2,353
TC110550	LDAC 8	49,781	2,512	2,512	2,557	2,557	2,588	21,528	2,588	2,588	2,588	2,588	2,588	2,588
TC120984	LDAC 9	13,414	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,224	1,224	1,224	1,224
TC120954	LDAC 9	6,930	—	—	1,733	—	—	1,733	—	—	1,733	—	—	1,733
TC121798	LDAC 10	6,691	553	553	553	553	553	553	553	553	553	570	570	570
TC132028	LDAC 9	19,694	—	—	—	—	19,694	—	—	—	—	—	—	—
TC132065	LDAC 9	11,197	—	—	—	—	—	—	—	—	—	11,197	—	—
TC110502	LDAC 8	7,260	605	605	605	605	605	605	605	605	605	605	605	605
TC154020	LDAC 8	4,320	—	—	—	—	—	—	—	—	—	—	—	4,320
TC121759	LDAC 10	5,902	463	463	463	463	463	463	463	532	532	532	532	532
TC132029	LDAC 9	10,560	880	880	880	880	880	880	880	880	880	880	880	880
TC110577	LDAC 8	12,775	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065
TC110578	LDAC 8	13,562	1,130	1,130	1,130	1,130	1,130	1,130	1,130	1,130	1,130	1,130	1,130	1,130
TC120801	LDAC 9	11,556	950	950	950	950	950	950	950	950	950	950	964	1,093
TC120919	LDAC 9	7,206	600	600	600	600	600	600	600	600	600	600	600	600
TC132292	LDAC 9	12,775	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065	1,065
TC132296	LDAC 9	26,185	2,160	2,160	2,160	2,160	2,160	2,160	2,160	2,160	2,225	2,225	2,225	2,225
TC154114	LDAC 8	19,378	1,599	1,599	1,599	1,599	1,599	1,599	1,599	1,599	1,647	1,647	1,647	1,647
TC131893	LDAC 9	5,520	460	460	460	460	460	460	460	460	460	460	460	460
TC131926	LDAC 10	9,125	760	760	760	760	760	760	760	760	760	760	760	760
TC121869	LDAC 9	18,241	—	18,241	—	—	—	—	—	—	—	—	—	—
TC121065	LDAC 10	34,018	2,814	2,814	2,814	2,814	2,814	2,814	2,814	2,814	2,814	2,898	2,898	2,898
TC154027	LDAC 8	14,267	1,124	1,124	1,124	1,124	1,124	1,124	1,124	1,227	1,293	1,293	1,293	1,293
TC154028	LDAC 8	25,035	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,076	2,133	2,139
TC154029	LDAC 8	36,739	—	—	—	—	—	—	—	—	36,739	—	—	—
TC153820	LDAC 8	12,778	—	—	—	—	—	—	—	—	—	—	12,778	—
TC121762	LDAC 10	7,935	661	661	661	661	661	661	661	661	661	661	661	661
TC120971	LDAC 9	7,260	605	605	605	605	605	605	605	605	605	605	605	605
TC120985	LDAC 9	39,893	—	—	—	—	—	—	—	39,893	—	—	—	—
TC153873	LDAC 8	28,317	2,316	2,316	2,316	2,316	2,360	2,385	2,385	2,385	2,385	2,385	2,385	2,385

TC110605	LDAC 8	10,316	860	860	860	860	860	860	860	860	860	860	860	860
TC121786	LDAC 10	19,630	1,382	1,659	1,659	1,659	1,659	1,659	1,659	1,659	1,659	1,659	1,659	1,659
TC132137	LDAC 9	9,089	757	757	757	757	757	757	757	757	757	757	757	757
TC121866	LDAC 9	40,436	3,321	3,321	3,321	3,321	3,321	3,321	3,410	3,420	3,420	3,420	3,420	3,420
TC131905	LDAC 10	19,163	1,597	1,597	1,597	1,597	1,597	1,597	1,597	1,597	1,597	1,597	1,597	1,597
TC110414	LDAC 9	9,125	—	—	—	—	—	—	—	—	—	9,125	—	—
TC154023	LDAC 8	6,000	500	500	500	500	500	500	500	500	500	500	500	500
TC132000	LDAC 9	11,407	—	—	—	—	—	—	—	—	—	—	—	11,407
TC153934	LDAC 8	19,010	1,584	1,584	1,584	1,584	1,584	1,584	1,584	1,584	1,584	1,584	1,584	1,584
TC121020	LDAC 9	9,198	726	726	726	780	780	780	780	780	780	780	780	780
TC131910	LDAC 9	6,534	545	545	545	545	545	545	545	545	545	545	545	545
TC131959	LDAC 10	29,277	2,440	2,440	2,440	2,440	2,440	2,440	2,440	2,440	2,440	2,440	2,440	2,440
TC121696	LDAC 9	41,700	3,475	3,475	3,475	3,475	3,475	3,475	3,475	3,475	3,475	3,475	3,475	3,475
TC121056	LDAC 9	9,346	772	779	779	779	779	779	779	779	779	779	779	779
TC121055	LDAC 9	9,128	760	760	760	760	760	761	761	761	761	761	761	761
TC121871	LDAC 9	5,031	419	419	419	419	419	419	419	419	419	419	419	419
TC110570	LDAC 9	3,072	—	—	—	—	—	—	—	—	3,072	—	—	—
TC110569	LDAC 8	37,072	3,035	3,035	3,035	3,035	3,035	3,035	3,035	3,035	3,035	3,035	3,359	3,359
TC110568	LDAC 8	39,000	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250	3,250
TC110567	LDAC 8	54,565	4,502	4,502	4,502	4,502	4,502	4,502	4,502	4,502	4,637	4,637	4,637	4,637
TC121763	LDAC 10	12,927	—	—	—	—	—	—	12,927	—	—	—	—	—

EXHIBIT D-1

FORM OF INFORMATION REQUEST FROM
NOTEHOLDER OR NOTE OWNER

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

New York, New York 10005

Attention: Global Securities Services (GSS)

Attention:  Secured Tenant Site Contract Revenue Notes, Series     , Class

Re:Secured Tenant Site Contract Revenue Notes, Series     , Class

In accordance with the Indenture, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC, as issuer of the notes, (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, each in its capacity as asset entity thereunder (collectively the “Asset Entities”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), with respect to the Secured Tenant Site Contract Revenue Notes, Series 20[     ]-[     ](the “Notes”), the undersigned hereby certifies and agrees as follows:

1.The undersigned is a [beneficial holder][owner] of $      aggregate Note Principal Balance of the Class        Notes [held in book-entry form].

2.The undersigned is requesting access to the following information (the “Information”):

·The information requested from the Indenture Trustee pursuant to Section 11.11(c) of the Indenture.

·The information in the electronic file pursuant to Section 11.11(d) of the Indenture.

3.In consideration of the Indenture Trustee’s disclosure to the undersigned of the Information, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in evaluating the Information and who have, prior to receipt of the Information, agreed in writing to keep the Information confidential), and such Information will not, without the prior written consent of the Indenture Trustee and LMRK Issuer Co. LLC, be disclosed by the undersigned or by its officers, directors, partners, employees, agents, auditors, legal counsel or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided that the

D-1-1

undersigned may provide all or any part of the Information to any other person or entity that holds or is contemplating the purchase of any Note or interest therein, but only if such person or entity confirms in writing such ownership interest or prospective ownership interest and agrees, prior to the receipt of the Information, in writing to keep all Information confidential; provided, further, that the undersigned may provide all or any part of the Information to its regulators or other applicable governmental authority.

4.The undersigned will not use or disclose the Information in any manner which could result in LMRK Issuer Co. LLC or any of its subsidiaries being in violation of, or which could otherwise cause a violation of any provision of the Securities Act of 1933, as amended (the “Securities Ac”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any of the rules and regulations promulgated under the Securities Act or the Exchange Act, or would require registration of any Note pursuant to Section 5 of the Securities Act.

5.The undersigned agrees that the agreements and covenants made hereunder are for the benefit of the Indenture Trustee, LMRK Issuer Co. LLC, and their respective successors, assigns and transferees.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

[BENEFICIAL HOLDER OF A
NOTE]
By:
	Name:
	Title:
	Telephone No.:

D-1-2

EXHIBIT D-2

FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

New York, New York 10005

Attention: Global Securities Services (GSS)

Attention:  Secured Tenant Site Contract Revenue Notes, Series     , Class

Re:Secured Tenant Site Contract Revenue Notes, Series     , Class

In accordance with the Indenture, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC, as issuer of the notes, (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, each in its capacity as asset entity thereunder (collectively the “Asset Entities”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), with respect to the Secured Tenant Site Contract Revenue Notes, Series 20[     ]-[     ] (the “Notes”), the undersigned hereby certifies and agrees as follows:

1.The undersigned is a bona fide prospective purchaser of a Note or an interest therein.

2.The undersigned is requesting access to the following information (the “Information”) for use in evaluating such possible investment:

·The information requested from the Indenture Trustee pursuant to Section 11.11(c) of the Indenture.

·The information in the electronic file pursuant to Section 11.11(d) of the Indenture.

3.In consideration of the Indenture Trustee’s disclosure to the undersigned of the Information, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making the investment decision described in paragraphs 1 and 2 and who have, prior to receipt of the Information, agreed in writing to keep the Information confidential), and such Information will not, without the prior written consent of the Indenture Trustee and LMRK Issuer Co. LLC be disclosed by the undersigned or by its officers, directors, partners, employees, agents, auditors, legal counsel or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided that in the event the undersigned purchases any

D-2-1

Note or any interest in any Note, the undersigned may provide all or any part of the Information to any other person or entity that holds or is contemplating the purchase of any Note or interest therein, but only if such person or entity confirms in writing such ownership interest or prospective ownership interest and agrees, prior to the receipt of the Information, in writing to keep it confidential; provided, further, that the undersigned may provide all or any part of the Information to its regulators or applicable governmental authority.

4.The undersigned will not use or disclose the Information in any manner which could result in LMRK Issuer Co. LLC or any of its subsidiaries being in violation of, or which could otherwise cause a violation of any provision of, the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any of the rules and regulations promulgated under the Securities Act or the Exchange Act, or would require registration of any Note pursuant to Section 5 of the Securities Act.

5.The undersigned agrees that the agreements and covenants made hereunder are for the benefit of the Indenture Trustee, LMRK Issuer Co. LLC, and their respective successors, assigns and transferees.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

[PROSPECTIVE PURCHASER]
By:
	Name:
	Title:
	Telephone No.:

D-2-2

EXHIBIT D-3

FORM OF CONFIDENTIALITY LETTER FOR
THE CONTROLLING CLASS REPRESENTATIVE

[Date]

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

New York, New York 10005

Attention: Global Securities Services (GSS)

Attention:  Secured Tenant Site Contract Revenue Notes, Series     , Class

Re:Secured Tenant Site Contract Revenue Notes, Series     , Class

In accordance with the Indenture, dated as of June 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC, as issuer of the notes, (the “Issuer”), LD Acquisition Company 8 LLC, LD Acquisition Company 9 LLC and LD Acquisition Company 10 LLC, each in its capacity as asset entity thereunder (collectively the “Asset Entities”), and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), with respect to the Secured Tenant Site Contract Revenue Notes, Series 20[     ]-[     ] (the “Notes”), the undersigned hereby certifies and agrees as follows:

1.The undersigned has been selected to act as Controlling Class Representative under the Indenture and is authorized under Section 11.11(c) of the Indenture to receive the information regarding the Notes specified in paragraph 2.

2.The undersigned is requesting access to the following information (the “Information”):

·The information requested from the Indenture Trustee pursuant to Section 11.11(c) of the Indenture.

·The information in the electronic file pursuant to Section 11.11(d) of the Indenture.

3.In consideration of the Indenture Trustee’s disclosure to the undersigned of the Information, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in evaluating the Information and who have, prior to receipt of the Information, agreed in writing to keep the Information confidential), and such Information will not, without the prior written consent of the Indenture Trustee and LMRK Issuer Co. LLC, be disclosed by the undersigned or by its officers, directors, partners, employees, agents, auditors, legal counsel or representatives (collectively, the

D-3-1

“Representatives”) in any manner whatsoever, in whole or in part; provided that the undersigned may provide all or any part of the Information to any other person or entity that holds or is contemplating the purchase of any Note or interest therein, but only if such person or entity confirms in writing such ownership interest or prospective ownership interest and agrees, prior to the receipt of the Information, in writing to keep all Information confidential; provided, further, that the undersigned may provide all or any part of the Information to its regulators or applicable governmental authority.

4.The undersigned will not use or disclose the Information in any manner which could result in LMRK Issuer Co. LLC or any of its subsidiaries being in violation of, or which could otherwise cause a violation of, any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any of the rules and regulations promulgated under the Securities Act or the Exchange Act, or would require registration of any Note pursuant to Section 5 of the Securities Act.

5.The undersigned agrees that the agreements and covenants made hereunder are for the benefit of the Indenture Trustee, LMRK Issuer Co. LLC and their respective successors, assigns and transferees.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	[NAME]
	By:
		Name:
		Title:
Telephone No.:

D-3-2

EXHIBIT E

FORM OF SERVICER REPORT

E-1

MIDLAND LOAN SERVICES, INC.

Portfolio Name

Borrower Name

ALLOCATIONS			Date
Cash Available for Distribution
Funds to/from the Advance Rents Reserve Account				0.00
	Beginning
	Ending
Total Available for Distribution				0.00
Less Impositions and Insurance Payment				0.00
Tax Escrow		0.00
Insurance Escrow		0.00
		0.00
Less Indenture Trustee Fee & Servicer Payment & Other Servicing Fees				0.00
Indenture Trustee Fee		0.00
Servicing Fee		0.00
Other Servicing Fee		0.00
Transition Fee		0.00
Indenture Trustee & Servicer “unreimbursed” advances, including Advance interest		0.00
Additional Issuer Expenses		0.00
Purchase Money Debt Reserve(s)		0.00
		0.00
Funds from the Yield Maintenance Account(s)				0.00
Funds from the Site Acquisition Account(s)				0.00
Sub Total				0.00
Less Debt Service - Class of Notes pro rata based				0.00
Less Amount due Obligors for Operating Expenses and Other Amounts				0.00
Less Management Fee Payment				0.00
Less Approved Operating Expenses of the Asset Entities				0.00
Remaining Balance to the Cash Trap Reserve Sub-Account				0.00
Less Class A Monthly Amortization Amount				0.00
Less Amounts Due Each Class of Notes in Direct Alphabetical Order				0.00
Less Due Accrued Interest for Prior Interest Accrual Periods				0.00
Less Amount equal to the Aggregate Principal balance				0.00
Less Due to all of the Deferred Post-ARD Additional Interest Due on each Note				0.00
Less Due to any unpaid Prepayment Consideration				0.00
Remaining Balance at the direction of the Issuer				0.00

		MIDLAND LOAN SERVICES
TO:		EMAIL:
FROM:	Midland Loan Services, a PNC Real Estate Business	PHONE:
DATE:		FAX:
RE:		for		Distribution
			(next succeeding if non-business day)

Please disburse funds from account                    in accordance to the instructions below.

Debit                       $            —

Credit	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)

ADDITIONAL ALLOCATIONS:

AMOUNTS TO BE WIRED:

		Feel free to call me with any questions.
By:			Officer Approval:
Name:
Title:		Senior Loan Servicing Analyst
Prepared:
By			Treasury Approval:
Name:
Title:	Complex Loan Administration Team Lead

Member of The PNC Financial Services Group

10851 Mastin Boulevard, Suite 300 Overland Park, KS 66210

www.pnc.com/midland

EXHIBIT F

TITLE POLICY ENDORSEMENTS

8.2 — environmental

9 —  comprehensive

20 — first lost

27 — usury

38 — mortgage tax

Deletion of arbitration

F-1

EXHIBIT G

MORTGAGED TENANT SITE ASSETS

G-1

LD Asset ID	State	Zip
TC132486	CT	06489
TC120932	NY	11949
TC120931	NY	11949
TC120930	NY	11949
TC120933	NY	11949
TC110531	NY	11747
TC110530	NY	11747
TC121697	CA	90016
TC120822	IL	61068
TC110426	NJ	07701
TC110497	MA	01906
TC110496	MA	01906
TC110560	CT	06108
TC120925	NM	87505
TC121077	CA	93550
TC121079	CA	93550
TC121076	CA	93550
TC120942	NY	11419
TC120924	NY	12983
TC121755	PA	19149
TC121734	NY	10456
TC121863	CT	06755
TC121811	NY	10468
TC131989	NY	11356
TC132216	MA	02038
TC132223	DC	20032
TC132282	NJ	08046
TC142859	NJ	07105
TC153870	NY	10004
TC154079	FL	33161
TC154140	NY	11225
TC154126	NY	11225
TC154147	NY	11213
TC154144	NY	10977
TC154130	NY	11226
TC154132	NY	11203
TC110470	CA	90001
TC121067	NJ	07416
TC121066	NJ	07416
TC132053	MS	39629
TC153871	NY	10001
TC100081	NJ	07514
TC110311	IL	60637
TC110450	TX	76016
TC120660	FL	33436

TC110489	NY	11004
TC120817	IL	60099
TC120818	IL	60099
TC120988	NJ	08701
TC120989	NJ	08701
TC120993	MI	48867
TC121034	MI	48867
TC110234	NV	89146
TC121718	AL	36877
TC121750	IL	60630
TC121751	IL	60630
TC121735	NY	10030
TC121745	KS	66062
TC121747	KS	66062
TC121746	KS	66062
TC121797	NY	13601
TC121875	NC	27944
TC121785	NH	03812
TC121858	LA	70115
TC132052	IL	60633
TC132061	TX	76009
TC121817	CA	95823
TC121819	CA	95823
TC132175	NC	28320
TC132164	CA	92365
TC110139	MA	01852
TC143397	MI	49668
TC143677	PA	19147
TC143800	WI	53029
TC143799	WI	53029
TC143702	CA	94566
TC154034	OH	44706
TC153869	FL	33020
TC120647	PA	17104
TC121800	AR	72433
TC132249	CA	91780
TC132250	CA	91780
TC110349	NJ	08873
TC110348	NJ	08873
TC110481	IL	60148
TC121025	NY	10464
TC120694	NV	00000
TC120689	NV	00000
TC120678	NV	00000
TC120687	NV	00000
TC120691	NV	89316
TC120682	NV	00000

TC120681	NV	00000
TC120690	NV	00000
TC120680	NV	00000
TC120692	NV	00000
TC120747	NJ	07306
TC120736	NJ	07206
TC120898	VT	05751
TC120896	VT	05751
TC120940	CA	91324
TC120939	CA	91324
TC120941	CA	91324
TC120894	NJ	07114
TC120893	NJ	07114
TC120892	NJ	07114
TC120967	NJ	07104
TC120952	MN	55128
TC120951	MN	55128
TC120944	OR	97702
TC120946	OR	97702
TC120970	PA	18640
TC121096	AZ	85016
TC121036	NV	89014
TC121687	NJ	07011
TC121102	WI	54301
TC121690	CO	80122
TC121689	NJ	07050
TC121768	TX	78201
TC121767	TX	78201
TC120785	FL	33129
TC120784	FL	33129
TC121688	NJ	07070
TC121876	NC	27944
TC131908	SD	57472
TC121824	CO	81073
TC131938	NV	89436
TC131939	NV	89436
TC131980	CA	92596
TC131978	CA	92596
TC131979	CA	92596
TC131975	TX	77591
TC132016	CA	95202
TC132018	CA	95202
TC132017	CA	95202
TC132176	CA	95678
TC132136	SD	57104
TC132306	NY	11559
TC132308	NY	11559

TC132307	NY	11559
TC132309	NY	11559
TC132417	NY	11042
TC132415	NY	11042
TC132387	IA	51103
TC132372	CA	91737
TC132338	PA	19122
TC132821	UT	84604
TC142935	CA	90731
TC142936	CA	90731
TC132687	NJ	07002
TC143110	NY	11226
TC143109	NY	11212
TC131968	FL	33169
TC154288	NJ	07103
TC154287	NJ	07103
TC143089	AZ	85268
TC143017	GA	30103
TC132750	NJ	7108
TC143683	CA	95821
TC153835	MI	48634
TC153886	MI	49085
TC153864	OH	44137
TC153933	FL	32220
TC143196	CA	91402
TC154063	FL	32724
TC154006	FL	33162
TC154005	FL	33162
TC154115	TX	75206
TC154160	MI	49835
TC154106	MO	63119
TC154093	AL	36604
TC154165	MD	20832
TC154202	NH	03109
TC131976	IL	60085
TC132015	SD	57748
TC120630	CA	92405
TC120631	CA	92405
TC110237	CO	80102
TC143786	SD	57103
TC131936	NJ	07018
TC110413	NJ	07840
TC110440	OR	97301
TC110504	CA	90505
TC110505	CA	90505
TC110586	CA	90755
TC121075	AK	99623

TC121722	IL	61604
TC121792	IL	60090
TC121793	IL	60090
TC121794	IL	60090
TC131990	NJ	07087
TC132340	GA	31305
TC132084	OK	73030
TC132173	NJ	07304
TC132443	NJ	07305
TC132445	NJ	07093
TC132330	TX	77384
TC132331	TX	77384
TC132500	AZ	85711
TC132499	AZ	85711
TC142927	AR	72034
TC142926	AR	72034
TC110228	KS	67202
TC110448	NV	89002
TC110412	AZ	85711
TC120957	AZ	85383
TC120958	AZ	85383
TC110597	MA	01760
TC110598	MA	01760
TC110596	MA	01760
TC110600	MA	01760
TC121709	TN	37872
TC132066	FL	33401
TC132072	IA	52254
TC132090	TX	78209
TC132109	SD	57063
TC132123	CA	93455
TC132125	CA	93455
TC132087	PA	16870
TC132182	MO	63383
TC132166	UT	84032
TC132041	MN	55305
TC132227	MO	65401
TC110526	CA	92311
TC132178	NJ	07503
TC132179	NJ	07503
TC132168	OR	97140
TC132167	OR	97140
TC132163	KS	66748
TC132086	LA	70601
TC132210	MA	01118
TC132212	MA	01118
TC132213	MA	01118

TC132211	MA	01118
TC132284	SD	57601
TC132244	TX	78606
TC121004	OH	45373
TC132138	LA	71001
TC132366	MI	49955
TC132115	MI	48204
TC132221	MI	48044
TC132219	MI	48044
TC132352	CA	91789
TC132283	FL	34237
TC132285	IL	60459
TC132286	IL	60459
TC132204	WI	54130
TC132303	LA	70578
TC132312	NY	10468
TC132326	NY	10467
TC132347	MA	02135
TC132206	IL	60643
TC132248	CA	94559
TC132242	MS	38655
TC132245	TX	78582
TC132165	TX	76108
TC132351	MO	63136
TC132246	AR	72422
TC132302	AR	72032
TC132194	NY	11203
TC132507	AZ	85048
TC132541	KS	66061
TC132355	TX	77071
TC132489	MO	65233
TC132702	MA	02121
TC132766	ID	83350
TC132760	NM	88044
TC132609	NY	10452
TC132610	NY	10452
TC132777	MS	38614
TC132556	KS	66850
TC132823	VA	24529
TC142872	OK	74363
TC142975	FL	33327
TC143083	NJ	07054
TC143084	NJ	07054
TC142856	CA	92270
TC142959	TX	77327
TC121842	IL	60631
TC121843	IL	60631

TC143003	IL	62544
TC142911	KS	67301
TC143008	NJ	07107
TC132824	WA	98409
TC142985	OK	74133
TC132803	CA	95046
TC143115	CA	95407
TC143116	CA	95407
TC143043	MO	63011
TC143187	UT	84746
TC143232	OH	45324
TC143136	MS	39654
TC143024	TX	79414
TC143036	PA	17111
TC143261	NJ	7093
TC143637	UT	84020
TC143791	NJ	8611
TC143732	OH	43206
TC143803	NY	10280
TC143675	WA	99349
TC143669	TN	38501
TC143386	FL	32817
TC143742	WA	98611
TC143717	CA	92507
TC143722	NM	87114
TC153843	NY	11210
TC153872	CO	81064
TC143760	VA	22192
TC143774	IL	61603
TC143773	IL	61603
TC143671	CO	80535
TC143672	CO	80535
TC143670	CO	80535
TC143796	TX	77359
TC143706	CA	94530
TC143793	TX	77535
TC153818	TX	77414
TC143635	WI	53225
TC143784	PA	18458
TC143776	WI	53211
TC153907	TN	37820
TC153887	TX	77041
TC153855	TX	77026
TC153816	NE	68137
TC153943	NY	11717
TC153881	IL	61486
TC153891	NY	11236

TC153889	NY	11236
TC153890	NY	11236
TC153867	WA	98532
TC153866	WA	98532
TC143259	NY	14847
TC153967	UT	84770
TC153923	NJ	07650
TC153925	NJ	07650
TC153924	NJ	07650
TC153922	NY	10466
TC153930	TX	78382
TC153918	OK	74364
TC153931	NY	11204
TC153932	NY	11204
TC153976	TX	77845
TC153942	NC	27804
TC153959	TX	78596
TC154035	NJ	07050
TC153852	CA	91744
TC154014	TX	77320
TC153808	NJ	07657
TC153809	NJ	07657
TC153811	NJ	07621
TC153812	NJ	07621
TC153813	NJ	07022
TC153814	NJ	07093
TC153937	FL	33770
TC153936	FL	33770
TC153938	FL	33770
TC154059	NY	12304
TC154057	NY	12304
TC154058	NY	12304
TC154056	NY	12304
TC153945	MO	65201
TC154068	CA	92630
TC154015	NY	10469
TC153984	CA	95407
TC154103	NV	89117
TC154044	WI	54436
TC154159	NY	10032
TC154148	NY	11226
TC154133	NY	11226
TC154091	NY	11233
TC154146	NY	10453
TC154143	NY	10453
TC154135	NY	11225
TC154125	NY	11225

TC154124	NY	10034
TC154158	NY	10034
TC154112	CA	92029
TC154083	TX	76904
TC154111	CA	92029
TC153861	CT	06704
TC153860	CT	06704
TC154016	KY	41005
TC154097	MO	65803
TC154157	TX	79766
TC154164	MI	48228
TC154208	TX	77535
TC153950	LA	70127
TC154199	WV	25661
TC154316	MS	38637
TC154262	TX	77338
TC154266	TX	77354
TC154260	NY	10032
TC154259	NY	10032
TC154257	NY	10032
TC154261	NY	10032
TC121760	IL	60033
TC154024	SC	29579
TC120773	AZ	85638
TC120774	AZ	85638
TC120775	AZ	85638
TC120928	TX	77302
TC110436	TX	75069
TC120653	CA	92040
TC132010	TX	79924
TC132397	FL	34743
TC121082	OR	97850
TC121081	OR	97850
TC121080	OR	97850
TC110555	CA	91104
TC154107	IL	60060
TC121710	CA	90280
TC131909	TX	75460
TC121883	TX	76638
TC143159	NC	27203
TC132013	CO	80302
TC120803	GA	30338
TC121790	MS	39503
TC120992	TX	75203
TC120639	PA	15238
TC120807	TX	78209
TC120983	AR	72734

TC110381	WA	98444
TC120883	PA	19104
TC132032	CA	93615
TC132031	CA	93615
TC154172	MO	64093
TC154173	MO	64093
TC132045	TX	77859
TC121741	TX	78216
TC121781	TX	76664
TC153895	VA	22192
TC132003	TX	77630
TC120671	NJ	08034
TC154150	SC	29601
TC120895	NV	89123
TC110432	CA	91331
TC110433	CA	91331
TC120742	CA	95482
TC154089	MD	21023
TC121859	CO	80904
TC154078	CO	80014
TC110363	AZ	85040
TC110444	CA	92243
TC143114	CA	95407
TC143117	CA	95407
TC120764	NY	10453
TC110419	WA	98260
TC131969	GA	30253
TC153815	NJ	07087
TC154026	CO	80012
TC110499	AZ	85268
TC154036	WA	98258
TC120972	LA	71107
TC120920	NJ	08302
TC110359	NV	89074
TC110360	NV	89074
TC132088	LA	71281
TC154033	WI	54914
TC121071	AZ	85020
TC121070	AZ	85020
TC121072	AZ	85020
TC110325	CA	92084
TC110327	CA	92084
TC110326	CA	92084
TC132006	MA	01610
TC132008	MA	01610
TC132009	MA	01610
TC143054	CA	94506

TC143062	CA	94506
TC143057	CA	94506
TC131995	FL	32073
TC131956	TX	75217
TC153939	IL	62966
TC154018	MS	39154
TC154032	CA	91306
TC131918	ND	58301
TC121774	TX	75662
TC131953	WI	53704
TC143713	IA	50325
TC153875	CA	95128
TC121021	LA	71108
TC120996	TX	75605
TC121684	CO	80907
TC121744	TX	78628
TC154031	CA	95124
TC132287	NJ	07051
TC120820	TX	78130
TC154030	CO	80907
TC120740	TN	38106
TC132217	MI	49509
TC143746	NY	12401
TC143747	NY	12401
TC121727	PA	19133
TC120986	CA	92105
TC154271	WI	53212
TC154273	WI	53212
TC154272	WI	53212
TC110418	TN	37862
TC120922	CO	80634
TC120921	CO	80634
TC110558	CA	92584
TC110557	CA	92584
TC110556	CA	92584
TC120708	CO	80137
TC120707	CO	80137
TC131943	MO	64124
TC154193	TX	79938
TC121733	FL	33135
TC110400	FL	33018
TC131907	WI	53215
TC120997	TX	76657
TC120752	CA	90745
TC120751	CA	90745
TC153957	NV	89015
TC120948	PA	15213

TC110588	NJ	07017
TC110591	NJ	07017
TC110589	NJ	07017
TC110514	FL	32583
TC121103	TX	76705
TC110395	TX	75229
TC132106	TX	78214
TC153952	FL	34208
TC132236	CA	90010
TC120779	IL	60445
TC120780	IL	60445
TC120783	IL	60445
TC120781	IL	60445
TC121795	ND	58366
TC121098	CT	06378
TC121097	CT	06378
TC154104	MI	49713
TC120778	TX	76527
TC110528	IL	60651
TC110527	IL	60651
TC120973	IL	60002
TC121878	UT	84005
TC121788	OH	44512
TC120935	CA	92315
TC120936	CA	92315
TC121694	TN	37912
TC154017	IL	61108
TC121810	NH	03812
TC110342	NV	89121
TC132588	GA	31907
TC120987	FL	32210
TC121007	CA	90022
TC121008	CA	90022
TC110454	PA	19140
TC110455	PA	19140
TC121104	TX	78132
TC120672	AZ	85031
TC153916	CA	90058
TC110238	MA	02124
TC121001	AL	36303
TC131898	NY	11233
TC121701	OK	74145
TC121703	OK	74145
TC121700	OK	74145
TC142971	FL	32805
TC142973	FL	32805
TC142972	FL	32805

TC110498	LA	70668
TC110420	GA	30294
TC153992	CA	92345
TC154155	CA	93620
TC153977	CA	95688
TC121782	TX	75965
TC154161	AZ	85009
TC110376	CT	06010
TC110374	CT	06010
TC110377	CT	06010
TC120976	TN	37640
TC154000	OR	97213
TC131948	AR	71923
TC121000	TX	76137
TC131958	FL	32608
TC110506	WA	98136
TC121683	IL	60638
TC110550	NV	89118
TC120984	TX	76053
TC120954	TX	77515
TC121798	UT	84737
TC132028	AZ	85643
TC132065	AL	36695
TC110502	NV	89706
TC154020	NM	87120
TC121759	TX	76539
TC132029	MO	63401
TC110577	AZ	85257
TC110578	AZ	85257
TC120801	TX	75149
TC120919	TX	77038
TC132292	IL	60459
TC132296	IL	60459
TC154114	FL	33635
TC131893	MO	65565
TC131926	AL	35057
TC121869	OR	97352
TC121065	CA	92126
TC154027	CO	80112
TC154028	CO	80112
TC154029	CO	80112
TC153820	KS	66207
TC121762	NC	27537
TC120971	MT	59801
TC120985	FL	32746
TC153873	IL	60176
TC110605	TX	78209

TC121786	WA	98664
TC132137	CA	95460
TC121866	FL	34142
TC131905	SC	29569
TC110414	TX	76028
TC154023	TX	78550
TC132000	TX	76120
TC153934	FL	32569
TC121020	OH	45345
TC131910	SD	57243
TC131959	OK	74469
TC121696	OR	97601
TC121056	CA	93635
TC121055	CA	93635
TC121871	MN	56652
TC110570	OR	97123
TC110569	OR	97123
TC110568	OR	97123
TC110567	OR	97123
TC121763	WI	53922

EXHIBIT H

FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of,       , made by the signatory hereto (the “Joining Entity”), in favor of Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of June 16, 2016, (as amended, supplemented or modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), the Asset Entities parties thereto and the Indenture Trustee.  Unless otherwise defined herein, terms used but not defined herein shall have the meanings given to them in the Indenture.

W I T N E S S E T H:

WHEREAS, the Joining Entity wishes to become a party to the Indenture as an “Asset Entity”; and

WHEREAS, this Joinder Agreement is being executed and delivered pursuant to Section 2.12(a) of the Indenture;

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:

1. The Joining Entity hereby acknowledges that it has received and reviewed a copy of each of the Transaction Documents and agrees that, effective as of the date first above written, the Joining Entity shall become a party as an “Asset Entity” to each of the Transaction Documents to which the Asset Entities are a party.  The Joining Entity hereby confirms that it has Granted a security interest and provided its guarantee pursuant to the Indenture.  The Joining Entity hereby confirms that it is bound by all covenants, agreements and acknowledgments attributable to an Asset Entity in each of the Transaction Documents to which the Asset Entities are a party.

2. The address, taxpayer identification number (if any) and jurisdiction of organization of the Joining Entity is set forth in Annex I to this Joinder Agreement.

3. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

H-1

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the day and year first above written.

[JOINING ENTITY],
as an Asset Entity
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO:
LMRK ISSUER CO. LLC, as Issuer
By:
	Name:
	Title:
CC: DEUTSCHE BANK TRUST COMPANY AMERICAS

H-2

EXHIBIT I

FORM OF INDENTURE TRUSTEE REPORT

I-1

LMRK ISSUER CO. LLC Secured Tenant Site Contract Revenue Notes Asset Backed Notes Series [   ] Distribution Date Deutsche Bank

External Parties

Table of Contents

1. Certificate Payment Report	2
2. Quarterly Information	4
3. Waterfall for Distributions	5

Dates

Cut-Off Date:

Close Date:

First Distribution Date:

Distribution Date:

Next Distribution Date:

Distribution Frequency: Monthly

Record Date:

Contacts

Administrator	Ellen Jean-Baptiste
	Administrator
	(201) 593-8418
	ellen.jean-baptiste@db.com
Address:	100 Plaza One, 6th Fl
	Jersey City, NJ 07311

Factor Information:	(800) 735-7777
Factor Info Email:	SHRControl.Operations@db.com
Main Phone Number:	(714) 247-7777

In connection with the Trustee’s preparation of this Statement to Noteholders, the Trustee is conclusively relying upon, and has not independently verified, information provided to it by various third parties, including the Servicer and Manager, and other parties to the transaction. The Trustee makes no representations as to the completeness, reliability, accuracy or suitability for any purpose of the information provided to it by such third parties.

Issuer Services

Confidential

1

Certificate Payment Report

Current Period Distribution -

		Original Face	Prior Principal			Total	Realized	Deferred	Current Principal
Class	Class Type	Value	Balance	Interest	Principal	Distribution	Loss	Interest	Balance
			(1)	(2)	(3)	(4)=(2)+(3)	(5)	(6)	(7)=(1)-(3)-(5)+(6)
Total		—	—	0.00	0.00	0.00	0.00	0.00	0.00

Interest Accrual Detail Current Period Factor Information per $1,000 of Original Face Value

	Period	Period			Prior Principal			Total	Current Principal
Class	Starting	Ending	Method	Cusip	Balance	Interest	Principal	Distribution	Balance
					(1)	(2)	(3)	(4)=(2)+(3)	(5)

2

Distribution to Date-

	Original Face	Prior Principal	Unscheduled	Scheduled	Total	Total	Realized	Deferred	Current Principal
Class	Value	Balance	Principal	Interest	Principal	Distribution	Loss	Interest	Balance
	(1)	(2)	(3)	(4)	(5)=(3)+(4)	(6)=‘(2)+(5)	(7)	(8)	(9)=‘(1)-‘(5)-‘(7)+‘(8)
Total	—	0.00	0.00	0.00	0.00	0.00	0.00	0.00	—

Interest Detail

				Non-		Unscheduled		Paid or
		Prior Principal	Accrued	Supported	Prior Unpaid	Interest	Optimal	Deferred	Current Unpaid
Class	Pass Through Rate	Balance	Interest	Interest	Interest	Adjustment	Interest	Interest	Interest
			(1)	(2)	(3)	(4)	(5)=‘(1)-‘(2)+‘(3)+‘(4)	(6)	(7)=‘(5)-‘(6)
Total		—	—	0.00	0.00	0.00	—	0.00	0.00

3

Monthly Information

ACCOUNT BALANCES

	Beginning Period	End Period
Collection Account
Impositions and Insurance Reserve Account
Advance Rents Reserve Account
Site Acquisition Account (if any)
Yield Maintenance Reserve Account (if any)

CASH FLOWS

Operating Revenue

Operating Expenses

Management Fee

Maintenance Capital Expenditures

Net Cash Flow

Annualized Revenue

Annualized Net Cash Flow

Trailing 12 Month Operating Revenue

Trailing 12 Month Operating Expenses

Trailing 12 Month Operating Income

DSCR

Annualized Net Cash Flow

Next 12 months interest

Per Annum Indenture Fee

Per Annum Servicer Fee

Next 12 months Yield Maintenance Amount (if any)

TRIGGERS

	Requirement	Actual
Cash Trap Condition
Amortization Period
Manager Replacement

4

Waterfall for Distributions

(i)		to the Advance Rents Reserve Account, until such account contains an amount equal to the	$	—
		amount that the Obligors are required by the Indenture to deposit into such account on such
		Payment Date;
(ii)		to the Impositions and Insurance Reserve Account, until such account contains an amount	$	—
		equal to the amount that the Obligors are required by the Indenture to deposit into such
		account on such Payment Date;
(iii)	(1)	Indenture Trustee Fee	$	—
		Servicing Fee	$	—
		Other Servicing Fees	$	—
	(2)	Transition Fee (if any)	$	—
	(3)	Unreimbursed Advances	$	—
	(4)	Additional Issuer Expenses	$	—
(iv)		Class A Series [     ] Noteholders’ Interest Distribution Amount	$	—
		Class B Series [     ] Noteholders’ Interest Distribution Amount	$	—
(v)		to the Obligors, until the Obligors have received an amount equal to the Monthly Operating	$	—
		Expense Amount attributable to the related Collection Period,
(vi)		to the Manager, the amount necessary to pay the accrued and unpaid Management Fee	$	—
(vii)		to the Obligors, the amount necessary to pay Operating Expenses of the Asset Entities	$	—
		in excess of the Monthly Operating Expense Amount that has been approved by
		the Servicer (if any);
(viii)		if a Cash Trap Condition is continuing and neither an Amortization Period nor a post ARD	$	—
		Period is then in effect and no Event of Default has occurred and is continuing, any
		amounts remaining will be deposited into the Cash Trap Reserve Account;
(ix)		if neither an Amortization Period nor a Post ARD Period is then in effect and no Event of
		Detault has occurred and is continuing,
		Class A Series [     ] Noteholders’ Principal Distribution Amount	$	—
		Class B Series [     ] Noteholders’ Principal Distribution Amount	$	—
(x)		during an Amortization Period or during the continuation of an Event of Default:
		unpaid Class Principal Balance	$	—
(xi)		Principal Payments (during an ARD Period)	$	—
(xii)		during a Post-ARD Period Additional Interest due	$	—
		Deferred Post-ARD Additional Interest due	$	—
(xiii)		Class A unpaid Prepayment Consideration	$	—
		Class B unpaid Prepayment Consideration	$	—
(xiv)		to pay any remaining amounts to or at the direction of the Issuer, including to the holders of the membership interests of the Issuer	$	—

5

SCHEDULE 6.02(c)

CONSENTS

Site ID	Deficiency
TC153809	ROFR expired upon its terms w/out response
TC154107	ROFR expired upon its terms w/out response
TC143732	ROFR expired upon its terms w/out response
TC154165	ROFR expired upon its terms w/out response
TC154033	ROFR expired upon its terms w/out response
TC154016	ROFR expired upon its terms w/out response
TC154157	ROFR expired upon its terms w/out response
TC154316	ROFR expired upon its terms w/out response
TC153984	ROFR expired upon its terms w/out response
TC153942	ROFR expired upon its terms w/out response
TC154083	ROFR expired upon its terms w/out response
TC154114	ROFR expired upon its terms w/out response
TC153976	ROFR expired upon its terms w/out response
TC153866	ROFR expired upon its terms w/out response
TC153934	ROFR expired upon its terms w/out response
TC154044	ROFR expired upon its terms w/out response
TC154091	No response to request for consent
TC154030	No response to request for consent
TC153984	No response to request for consent
TC154000	No response to request for consent

Sch - 6.11

SCHEDULE 6.07

LITIGATION

None

SCHEDULE 6.11

EMPLOYEE BENEFIT PLANS

None

SCHEDULE 6.14

INSURANCE

CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
06/16/2016

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER	CONTACT NAME:
Aon Risk Services Central, Inc. St. Louis MO Office	PHONE (A/C. No. Ext):	(866) 283-7122	FAX (A/C. NO.):	800-363-0105
8182 Maryland Avenue	E-MAIL
St Louis MO 63105 USA	ADDRESS:
	INSURER(S) AFFORDING COVERAGE			NAIC #
INSURED	INSURER A:	Zurich American Ins Co		16535
Landmark Infrastructure Partners LP 2141 Rosecrans Avenue, Suite 2100	INSURER B:	American Guarantee & Liability Ins Co		26247
El Segundo CA 90245 USA	INSURER C:
	INSURER D:
	INSURER E:
	INSURER F:

COVERAGES CERTIFICATE NUMBER: 570062568607 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

Limits shown are as requested

INSR LTR	TYPE OF INSURANCE			ADDL INSD	SUBR WVD	POLICY NUMBER	POLICY EFF (MM/DD/YYYY)	POLICY EXP (MM/DD/YYYY)	LIMITS
A	x  COMMERCIAL GENERAL LIABILITY			Y		CPO 9155967-02	04/15/2016	04/15/2017	EACH OCCURRENCE	$	1,000,000
	oCLAIMS-MADE  x  OCCUR								DAMAGE TO RENTED PREMISES (Ea occurrence)	$	1,000,000
									MED EXP (Any one person)	$	10,000
									PERSONAL & ADV INJURY	$	1,000,000
	GEN’L AGGREGATE LIMIT APPLIES PER:								GENERAL AGGREGATE	$	2,000,000
	oPOLICY  o PROJECT x LOC  o OTHER:								PRODUCTS - COMP/OP AGG	$	2,000,000
	AUTOMOBILE LIABILITY
	o ANY AUTO								COMBINED SINGLE LIMIT (Ea accident)
	oOWNED AUTOS ONLY	oSCHEDULED AUTOS							BODILY INJURY ( Per person)
									BODILY INJURY (Per accident)
	o HIRED AUTOS ONLY	o NON-OWNED AUTOS ONLY							PROPERTY DAMAGE (Per accident)
B	xUMBRELLA LIAB	xOCCUR		Y		AUC915598802	04/15/2016	04/15/2017	EACH OCCURRENCE	$	5,000,000
									AGGREGATE	$	5,000,000
	oEXCESS LIAB	oCLAIMS-MADE							Products/Completed O	$	5,000,000
	oDED  o RETENTION
	WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below		Y / N o	N / A					o PER STATUTE o OTHER
									E.L. EACH ACCIDENT
									E.L. DISEASE-EA EMPLOYEE
									E.L. DISEASE-POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER	CANCELLATION
Midland Loan Services, a divison of PNC Bank, National Association 10851 Mastin Street, Suite 300 Overland Park KS 66210 USA	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
	AUTHORIZED REPRESENTATIVE

Certificate No : 570062568607 Holder Identifier :

	©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)	The ACORD name and logo are registered marks of ACORD

CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
06/16/2016

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER	CONTACT NAME:
Aon Risk Services Central, Inc. St. Louis MO Office	PHONE (A/C. No. Ext):	(866) 283-7122	FAX (A/C. NO.):	800-363-0105
8182 Maryland Avenue	E-MAIL
St Louis MO 63105 USA	ADDRESS:
	INSURER(S) AFFORDING COVERAGE			NAIC #
INSURED	INSURER A:	Zurich American Ins Co		16535
Landmark Infrastructure Partners LP 2141 Rosecrans Avenue, Suite 2100	INSURER B:	American Guarantee & Liability Ins Co		26247
El Segundo CA 90245 USA	INSURER C:
	INSURER D:
	INSURER E:
	INSURER F:

COVERAGES CERTIFICATE NUMBER: 570062567271 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

Limits shown are as requested

INSR LTR	TYPE OF INSURANCE			ADDL INSD	SUBR WVD	POLICY NUMBER	POLICY EFF (MM/DD/YYYY)	POLICY EXP (MM/DD/YYYY)	LIMITS
A	x  COMMERCIAL GENERAL LIABILITY			Y		CPO 9155967-02	04/15/2016	04/15/2017	EACH OCCURRENCE	$	1,000,000
	oCLAIMS-MADE  x  OCCUR								DAMAGE TO RENTED PREMISES (Ea occurrence)	$	1,000,000
									MED EXP (Any one person)	$	10,000
									PERSONAL & ADV INJURY	$	1,000,000
	GEN’L AGGREGATE LIMIT APPLIES PER:								GENERAL AGGREGATE	$	2,000,000
	oPOLICY  o PROJECT x LOC  o OTHER:								PRODUCTS - COMP/OP AGG	$	2,000,000
	AUTOMOBILE LIABILITY
	o ANY AUTO								COMBINED SINGLE LIMIT (Ea accident)
	oOWNED AUTOS ONLY	oSCHEDULED AUTOS							BODILY INJURY ( Per person)
									BODILY INJURY (Per accident)
	o HIRED AUTOS ONLY	o NON-OWNED AUTOS ONLY							PROPERTY DAMAGE (Per accident)
B	xUMBRELLA LIAB	xOCCUR		Y		AUC915598802	04/15/2016	04/15/2017	EACH OCCURRENCE	$	5,000,000
									AGGREGATE	$	5,000,000
	oEXCESS LIAB	oCLAIMS-MADE							Products/Completed O	$	5,000,000
	oDED  o RETENTION
	WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below		Y / N o	N / A					o PER STATUTE o OTHER
									E.L. EACH ACCIDENT
									E.L. DISEASE-EA EMPLOYEE
									E.L. DISEASE-POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
General Liability Aggregate limit is subject to a maximum policy aggregate total of $10,000,000 per location.

CERTIFICATE HOLDER	CANCELLATION
Deutsche Bank Trust Company America c/o Deutsche Bank National Trust Company 100 Plaza One Jersey City NJ 07311 USA	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
	AUTHORIZED REPRESENTATIVE

Certificate No : 570062568607 Holder Identifier :

	©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)	The ACORD name and logo are registered marks of ACORD

EX-4.2

Exhibit 4.2

Execution Version

SERIES 2016-1

INDENTURE SUPPLEMENT

among

LMRK ISSUER CO. LLC,

LD ACQUISITION COMPANY 8 LLC,

LD ACQUISITION COMPANY 9 LLC

AND

LD ACQUISITION COMPANY 10 LLC,

AS OBLIGORS

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

AS INDENTURE TRUSTEE

dated as of June 16, 2016

Secured Tenant Site Contract Revenue Notes, Series 2016-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Rules of Construction	3
ARTICLE II NOTE DETAILS, DELIVERY AND FORM		3
Section 2.01	Note Details	3
Section 2.02	Delivery of the Notes	4
Section 2.03	Forms of Notes	4
Section 2.04	Tax Restricted Notes	4
Section 2.05	Class A Targeted Amortization Amounts	4
Section 2.06	Notice of Indenture Supplements	4
ARTICLE III SITE ACQUISITION ACCOUNT		4
Section 3.01	No Site Acquisition Account	4
ARTICLE IV GENERAL PROVISIONS		5
Section 4.01	Date of Execution	5
Section 4.02	Notices	5
Section 4.03	Governing Law	5
Section 4.04	Severability	5
Section 4.05	Counterparts	5
ARTICLE V APPLICABILITY OF INDENTURE		5
Section 5.01	Applicability	5

i

SERIES 2016-1 INDENTURE SUPPLEMENT

THIS SERIES 2016-1 INDENTURE SUPPLEMENT (this “Series Supplement”), dated as of June 16, 2016, is among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LDAC 8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LDAC 9”), LD Acquisition Company 10 LLC, a Delaware limited liability company (“LDAC 10” and, together with LDAC 8 and LDAC 9 the “Original Asset Entities” and, together with any entity that becomes a party hereto after the date hereof as an Additional Asset Entity, the “Asset Entities” and, together with the Issuer, the “Obligors”) and Deutsche Bank Trust Company Americas, as indenture trustee and not in its individual capacity (in such capacity, the “Indenture Trustee”).

RECITALS

WHEREAS, the Obligors and the Indenture Trustee are parties to the Indenture, dated as of June 16, 2016 (the “Indenture”);

WHEREAS, the Obligors desire to enter into this Series Supplement in order to issue Notes pursuant to the terms of the Indenture and Section 2.07 thereof;

WHEREAS, the Issuer represents that it has duly authorized the issuance of $116,600,000 aggregate principal amount of Secured Tenant Site Contract Revenue Notes, Series 2016-1, which consist of two classes designated as Class A (the “Series 2016-1 Class A Notes”) and Class B (the “Series 2016-1 Class B Notes” and, together with the Series 2016-1 Class A Notes, the “Notes”);

WHEREAS, the Notes constitute “Notes” as defined in the Indenture; and

WHEREAS, the Indenture Trustee has agreed to accept the trusts herein created upon the terms herein set forth.

NOW, THEREFORE, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions. All defined terms used herein and not defined herein (including in the recitals hereto) shall have the meaning ascribed to such terms in the Indenture. All words and phrases defined in the Indenture shall have the same meaning in this Series Supplement, except as otherwise appears in this Article. In addition, the following terms have the following meanings in this Series Supplement unless the context clearly requires otherwise:

“Anticipated Repayment Date” shall mean the Series 2016-1 Anticipated Repayment Date.

“Class A Targeted Amortization Amount” shall mean, on each Payment Date with respect to the Series  2016-1 Class A Notes, the applicable amount set forth in Schedule I of this Series Supplement.

“Closing Date” shall mean June 16, 2016.

“Date of Issuance” shall mean, with respect to the Notes, June 16, 2016.

“Initial Purchaser” shall mean RBC Capital Markets, LLC.

“Note Rate” shall mean, with respect to the Notes, the fixed rate per annum at which interest accrues on each Class of Notes as set forth in Section 2.01(a) herein.

“Notes” shall have the meaning ascribed to it in the preamble hereto.

“Post-ARD Note Spread” shall, for each Class of Notes, have the meaning set forth in the table below:

Class and Series	Post-ARD Note Spread
Series 2016-1 Class A	2.34	%
Series 2016-1 Class B	5.92	%

“Rated Final Payment Date” shall have the meaning ascribed to it in Section 2.01(b) herein.

“Rating Agency” or “Rating Agencies” shall mean, in relation to the Notes, Fitch and KBRA.

“Rating Agency Confirmation” shall mean, in relation to the Notes, (i) with respect to the issuance of Additional Notes pursuant to Section 2.12(c) of the Indenture or with respect to the disposition of Tenant Site Assets pursuant to Section 7.29 of the Indenture, confirmation from the Rating Agencies that such issuance or disposition, as applicable, will not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Notes (or the placing of any such Class on negative credit watch or ratings outlook in contemplation of any such action with respect thereto), (ii) with respect to any other transaction or matter in question concerning the Notes, the provision of notice to the Rating Agencies and (iii) with respect to the Indenture Trustee failing to maintain a long-term unsecured debt rating of no less than BBB- from Fitch and Baa3 from Moody’s pursuant to Section 11.06 of the Indenture; provided that no Rating Agency Confirmation of the type described in clause (i) will be required from either Rating Agency with respect to any matter or transaction to the extent that such Rating Agency is no longer rating securities similar to the Notes or has made a public statement or otherwise communicated to the Issuer that it will no longer review transactions or matters of such type for purposes of evaluating whether to confirm the then-current ratings of obligations rated by such Rating Agency.

2

“Series 2016-1 Anticipated Repayment Date” shall have the meaning ascribed to it in Section 2.01(b) herein.

Section 1.02Rules of Construction.  Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(c)“or” is not exclusive;

(d)“including” means including without limitation;

(e)words in the singular include the plural and words in the plural include the singular;

(f)all references to “$” are to United States dollars unless otherwise stated;

(g)any agreement, instrument or statute defined or referred to in this Series Supplement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns; and

(h)the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

In the event that any term or provision contained herein with respect to the Notes shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Series Supplement shall govern.

ARTICLE II

NOTE DETAILS, DELIVERY AND FORM, DATA TAPE

Section 2.01Note Details.

(a)The aggregate principal amount of the Notes which may be initially authenticated and delivered under this Series Supplement shall be issued in two (2) classes, having the Class and Series designation, initial principal balance, Note Rate and initial rating set forth below (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of Notes pursuant to Section 2.02 of the Indenture).

3

Class and Series	Initial Principal Balance		Note Rate		Rating (Fitch/KBRA)
Series 2016-1 Class A	$	91,500,000	3.52	%	A-sf/A(sf)
Series 2016-1 Class B	$	25,100,000	7.02	%	BB-sf/BB(sf)

(b)The “Anticipated Repayment Date” for the Notes is the Payment Date falling in June 2021.  The “Rated Final Payment Date” for the Notes is the Payment Date falling in June 2046.

Section 2.02Delivery of the Notes. Upon the execution and delivery of this Series Supplement, the Issuer shall execute and deliver the Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Notes and deliver the Notes (other than Notes to be issued as Definitive Notes) to the Depositary (or its nominee) and shall deliver the Definitive Notes as directed by the Initial Purchaser.

Section 2.03Forms of Notes. The Notes shall be in substantially the form set forth in the Indenture, each with such variations, omissions and insertions as may be necessary.

Section 2.04Tax Restricted Notes. None of the Notes shall be designated as Tax Restricted Notes.

Section 2.05Class A Targeted Amortization Amounts. Payments of Class A Targeted Amortization Amounts for the Series 2016-1 Class A Notes shall commence on the Payment Date occurring in July 2016.  Commencing on the Payment Date occurring in July 2016, the lesser of (i) the Class A Monthly Amortization Amount for the Series 2016-1 Class A Notes and (ii) the amount of funds available for such purpose under Section 5.01 of the Indenture, will be applied to repay amounts in respect of principal on the Series 2016-1 Class A Notes, as provided pursuant to clause Section 5.01(a)(ix) of the Indenture.

Section 2.06Notice of Indenture Supplements. So long as KBRA is rating the Series 2016-1 Notes, the Issuer shall provide prompt written notice of any Indenture Supplement pursuant to Section 13.02 of the Indenture.

Section 2.07Data Tape.  Within forty-five (45) days after the end of each fiscal year of the Issuer, commencing with the fiscal year ended December 31, 2016, the Issuer shall provide each Rating Agency then rating the Series 2016-1 Notes with a data tape with respect to the Tenant Site Assets owned by the Asset Entities as of the end of such fiscal year.

ARTICLE III

SITE ACQUISITION ACCOUNT

Section 3.01No Site Acquisition Account.  The Issuer will not establish a Site Acquisition Account for the Notes.

4

ARTICLE IV

GENERAL PROVISIONS

Section 4.01Date of Execution.  This Series Supplement for convenience and for the purpose of reference is dated as of June 16, 2016.

Section 4.02Notices.  Notices required to be given to the Rating Agencies by the Issuer, the Asset Entities or the Indenture Trustee shall be e-mailed first (or simultaneously with second) be posted to the password protected internet website maintained by the Issuer for communication to the Rating Agencies pursuant to Rule 17g-5 under the Exchange Act and second to the following addresses: adam.ott@fitchratings for Fitch and agreenblatt@kbra.com and ccolvin@kbra.com for KBRA.

Section 4.03Governing Law.  THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

Section 4.04Severability. In case any provision in this Series Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.05Counterparts.  The Indenture and this Series Supplement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of the Indenture and this Series Supplement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

ARTICLE V

APPLICABILITY OF INDENTURE

Section 5.01Applicability. The provisions of the Indenture are hereby ratified, approved and confirmed, except as otherwise expressly modified by this Series Supplement and the Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument. The representations, warranties and covenants contained in the Indenture (except as expressly modified herein) are hereby reaffirmed with the same force and effect as if fully set forth herein and made again as of the date hereof.

[SIGNATURE PAGE FOLLOWS]

5

IN WITNESS WHEREOF, the Obligors and the Indenture Trustee have caused this Series Supplement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

LMRK ISSUER CO. LLC, as Issuer
LD ACQUISITION COMPANY 8 LLC, as Obligor
LD ACQUISITION COMPANY 9 LLC, as Obligor
LD ACQUISITION COMPANY 10 LLC, as Obligor
By:	/ s / George P. Doyle
Name:	George P. Doyle
Title:	Authorized Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Indenture Trustee
By:	/ s / Susan Barstock
Name:	Susan Barstock
Title:	Vice President
By:	/ s / Ellen Jean-Baptiste
Name:	Ellen Jean-Baptiste
Title:	Associate

[Signature Page to Indenture Supplement]

SCHEDULE I

TARGETED AMORTIZATION SCHEDULE FOR

THE SERIES 2016-1 CLASS A NOTES

(Assuming no prepayment of the Offered Notes are made on or prior to the Payment Date occurring in July 2016)*

Payment Date	Series 2016-1 Class A Targeted Amortization Amount		Payment Date	Series 2016-1 Class A Targeted Amortization Amount
July 2016	$	97,100	January 2019	$	291,500
August 2016	$	97,100	February 2019	$	291,500
September 2016	$	97,100	March 2019	$	291,500
October 2016	$	97,100	April 2019	$	291,500
November 2016	$	97,100	May 2019	$	291,500
December 2016	$	97,100	June 2019	$	291,500
January 2017	$	97,100	July 2019	$	389,000
February 2017	$	97,100	August 2019	$	389,000
March 2017	$	97,100	September 2019	$	389,000
April 2017	$	97,100	October 2019	$	389,000
May 2017	$	97,100	November 2019	$	389,000
June 2017	$	97,100	December 2019	$	389,000
July 2017	$	194,000	January 2020	$	389,000
August 2017	$	194,000	February 2020	$	389,000
September 2017	$	194,000	March 2020	$	389,000
October 2017	$	194,000	April 2020	$	389,000
November 2017	$	194,000	May 2020	$	389,000
December 2017	$	194,000	June 2020	$	389,000
January 2018	$	194,000	July 2020	$	485,900
February 2018	$	194,000	August 2020	$	485,900
March 2018	$	194,000	September 2020	$	485,900
April 2018	$	194,000	October 2020	$	485,900
May 2018	$	194,000	November 2020	$	485,900
June 2018	$	194,000	December 2020	$	485,900
July 2018	$	291,500	January 2021	$	485,900
August 2018	$	291,500	February 2021	$	485,900
September 2018	$	291,500	March 2021	$	485,900
October 2018	$	291,500	April 2021	$	485,900
November 2018	$	291,500	May 2021	$	485,900
December 2018	$	291,500	June 2021	$	485,900

* To the extent that the full Initial Principal Balance of the Offered Notes is not outstanding as of the Payment Date in July 2016, the foregoing amounts will be revised as follows: (1) the aggregate Class A Targeted Amortization Amount reflected above for each of the above Payment Dates will be divided by the aggregate Initial Principal Balance of the Offered Notes and (2) the new aggregate Class A Targeted Amortization Amount for each such Payment Date will be equal to the outstanding principal balance of the Offered Notes immediately prior to the July 2016 Payment Date multiplied by the applicable percentage determined pursuant to the clause (1).

Sch - I - 1

EX-10.1

Exhibit 10.1

Execution Version

MANAGEMENT AGREEMENT

among

LMRK ISSUER CO. LLC,

LD ACQUISITION COMPANY 8 LLC,

LD ACQUISITION COMPANY 9 LLC

and

LD ACQUISITION COMPANY 10 LLC

and

LANDMARK INFRASTRUCTURE PARTNERS GP LLC,

as Manager

Dated as of June 16, 2016

TABLE OF CONTENTS

		Page
SECTION 1.	Definitions	1
SECTION 2.	Appointment	3
SECTION 3.	Management Services	3
SECTION 4.	Administrative Services	5
SECTION 5.	Reporting	6
SECTION 6.	Other Services	6
SECTION 7.	Operation Standards	7
SECTION 8.	Authority of Manager	7
SECTION 9.	Operating Account; Receipts	8
SECTION 10.	Operating Budget and CapEx Budget	8
SECTION 11.	Operating Expenses and Capital Expenditures	9
SECTION 12.	Compensation	10
SECTION 13.	Employees	10
SECTION 14.	Books, Records, Inspections and Software	11
SECTION 15.	Insurance Requirements	11
SECTION 16.	Environmental	12
SECTION 17.	Cooperation	12
SECTION 18.	Representations and Warranties of Manager	12
SECTION 19.	Representations and Warranties of the Obligors	13
SECTION 20.	Permitted Activities; Limitation on Indebtedness	14
SECTION 21.	Removal or Substitution of Tenant Site Assets; Additional Asset Entities	15
SECTION 22.	Term of Agreement	16
SECTION 23.	Duties Upon Termination	17

i

SECTION 24.	[Reserved]	18
SECTION 25.	Indemnities	18
SECTION 26.	Miscellaneous	19

ii

LIST OF SCHEDULES AND EXHIBITS

Schedule I – List of Tenant Site Assets

Exhibit A – Initial Budget

Exhibit B – Form of Manager Report

iii

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of June 16, 2016 (the “Effective Date”) by and among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LDAC 8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LDAC 9”) and LD Acquisition Company 10 LLC, a Delaware limited liability company (“LDAC 10” and, together with LDAC 8 and LDAC 9, the “Original Asset Entities” and,  together with any entity that becomes a party hereto after the date hereof as an “Additional Asset Entity,” the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).

SECTION 1.Definitions.

(a)Defined Terms.  All capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Indenture.  As used in this Agreement, the following terms shall have the following meanings:

“Actual/360 Basis” shall mean the accrual of interest calculated on the basis of the actual number of days elapsed during the relevant period in a year assumed to consist of 360 days.

“Additional Asset Entity” shall have the meaning ascribed to it in the preamble hereto.

“Administrative Services” shall have the meaning specified in Section 4(a).

“Agreement” shall mean this Management Agreement, together with all amendments hereof and supplements hereto.

“Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Available Funds” shall have the meaning specified in Section 26(f)(iii).

“Backup Manager” shall mean Deutsche Bank Trust Company Americas, and its successors and permitted assigns, pursuant to the Backup Management Agreement.

“Backup Management Agreement” shall mean the Backup Management Agreement, dated as of the date hereof, by and among the Issuer, the Manager, the Backup Manager and the Indenture Trustee.

“Budget” shall mean each of the Operating Budget and the CapEx Budget.

“Effective Date” shall have the meaning ascribed to it in the preamble hereto.

“Expiration Date” shall mean July 31, 2016, as such date may be extended from time to time pursuant to Section 22(a).

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“Extension Notice” shall have the meaning specified in Section 22(a).

“Indemnified Party” and “Indemnitor” shall mean the Manager (and its employees, directors, officers, agents, representatives and shareholders) and Obligors, respectively, as to Section 25(a) and shall mean the Obligors and Manager, respectively, as to Section 25(b).

“Indenture” shall mean the Indenture, dated as of the date hereof, among the Obligors and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

“Information” shall have the meaning specified in Section 26(h).

“Management Fee” shall have the meaning specified in Section 12.

“Management Services” shall have the meaning specified in Section 3.

“Manager” shall have the meaning ascribed to it in the preamble hereto.

“Manager Report” shall have the meaning specified in Section 3(e).

“Obligors” shall have the meaning ascribed to it in the preamble hereto.

“Operating Account” shall have the meaning specified in Section 9(a).

“Operation Standards” shall mean the standards for the performance of the Services set forth in Section 7.

“Original Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Other Services” shall have the meaning specified in Section 6(a).

“Permitted Activities” shall have the meaning specified in Section 20.

“Permitted Investments” shall have the meaning specified in the Cash Management Agreement.

“Records” shall have the meaning specified in Section 14.

“Services” shall mean, collectively, the Management Services and the Administrative Services.

“Servicing Agreement” shall mean the Servicing Agreement, dated as of the date hereof, by and between the Indenture Trustee and Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”).

“Sub-Manager” shall have the meaning specified in Section 26(d).

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“Sub-Management Agreement” shall have the meaning specified in Section 26(d).

“Successor Manager” shall have the meaning specified in Section 26(h).

“Term” shall have the meaning specified in Section 22.

(b)Rules of Construction.  Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)all references to “$” are to United States dollars unless otherwise stated;

(vii)any agreement, instrument or statute defined or referred to in this Agreement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns; and

(viii)the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

SECTION 2.Appointment.  On the terms and conditions set forth herein, each Obligor hereby engages the Manager to perform the Services as described herein.  The Manager hereby accepts such engagement.  The Manager is an independent contractor, and nothing in this Agreement or in the relationship of any Obligor with the Manager shall constitute a partnership, joint venture or any other similar relationship.

SECTION 3.Management Services.  During the Term, the Manager shall, subject to the terms hereof, perform those functions reasonably necessary to maintain, manage and administer the Tenant Site Assets (collectively, the “Management Services”), all in accordance with the Operation Standards.  Without limiting the generality of the foregoing, the Manager will have the following specific duties in relation to the Tenant Site Assets:

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(a)Tenant Site Asset Operations.  The Manager shall monitor and manage each Asset Entity’s property rights associated with the Tenant Site Assets (including negotiating renewals of Tenant Leases on behalf of the Asset Entities in the ordinary course of business) and maintaining the Insurance Policies pursuant to Section 15 hereof.  The Manager shall perform on behalf of each Asset Entity any obligation reasonably required of such Asset Entity pursuant to any Tenant Lease, Asset Agreement or other agreement related to the Tenant Site Assets (other than the payment of amounts due from the Asset Entities thereunder, which payments shall be paid out of the Operating Account as provided herein).

(b)Administration of Tenant Leases.  The Manager shall, on behalf of the Asset Entities, (i) maintain a database of the Tenant Leases indicating, for each Tenant Lease, the amount of all payments due from the Tenant thereunder and the dates on which such payments are due, (ii)  invoice all Rents and Receipts due under the Tenant Leases and otherwise with respect to the Tenant Site Assets, in each case to the extent required by such agreements and licenses, and use commercially reasonable efforts to collect all such Receipts and Rents and other amounts due under the Tenant Leases and otherwise, (iii) managing delinquencies and defaults under the Tenant Leases, (iv) perform all services required to be performed by the Asset Entities under the terms of the Tenant Leases and (v) otherwise use commercially reasonable efforts to ensure compliance on the part of the Asset Entities with the terms of the Transaction Documents and each Asset Agreement and Tenant Lease, all in accordance with the Operation Standards.  Each Asset Entity hereby authorizes the Manager to take any action the Manager deems to be necessary or appropriate to enforce the terms of the Transaction Documents and each Asset Agreement and Tenant Lease in accordance with the Operation Standards, including the right to exercise (or not to exercise) any right such Asset Entity may have to collect Rent and other amounts due under the Asset Agreements or Tenant Leases (whether through judicial proceedings or otherwise), to terminate any Tenant Lease, Asset Agreement or to evict any Tenant.  The Manager shall also have the right, in accordance with the Operation Standards, to compromise, settle and otherwise resolve claims and disputes with regard to the Asset Agreements and Tenant Leases.  The Manager may agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of any Tenant on, any Asset Agreement or Tenant Lease pertaining to the Tenant Site Assets as it may determine to be necessary or appropriate in accordance with the Operation Standards.

(c)Compliance with Law, Etc.  The Manager will take such actions within its reasonable control as may be necessary to comply in all material respects with any and all laws, ordinances, orders, rules, regulations, requirements, permits, licenses, certificates of occupancy, statutes and deed restrictions applicable to the Tenant Site Assets.  The cost of complying with this paragraph shall be the responsibility of the Asset Entities, shall be considered an Operating Expense, shall be included in the Operating Budget and shall be payable out of the Operating Account.

(d)Within two (2) Business Days of receipt, the Manager shall transfer all amounts deposited into the Lock Box Account and attributable to the Tenant Site Assets (other than Shared Rent, which will be transferred at the direction of the Manager to the applicable party entitled thereto) to the Collection Account.

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(e)On the day that is four (4) Business Days prior to each Payment Date, the Manager shall furnish to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager a report (the “Manager Report”) in substantially the form attached as Exhibit B with respect to the periods specified therein.  In addition, the Manager shall provide to the Servicer an updated Tenant Lease database no less frequently than every six (6) months.  The Manager shall, upon request, furnish such additional information pertaining to the Tenant Site Assets as each Rating Agency may reasonably request in writing, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.  The Manager shall, upon request in writing, furnish such additional information to the Servicer as the Servicer deems reasonably necessary to perform its duties under the Servicing Agreement, to the extent in the possession of the Manager or available to the Manager without undue burden or expense.

SECTION 4.Administrative Services.

(a)During the Term of this Agreement, the Manager shall, subject to the terms hereof, provide to each Obligor the following administrative services in accordance with the Operation Standards (collectively, the “Administrative Services”):

(i)clerical, bookkeeping and accounting services, including maintenance of general records of the Obligors, as necessary or appropriate in light of the nature of the Obligors’ business and the requirements of the Indenture and the other Transaction Documents;

(ii)maintain accurate books of account and records of the transactions of each Obligor, render statements or copies thereof from time to time as reasonably requested by such Obligor;

(iii)prepare and file, or cause to be prepared and filed, all franchise, withholding, income and other tax returns of such Obligor required to be filed by it and arrange for any taxes owing by such Obligor to be paid to the appropriate authorities out of funds of such Obligor available for such purpose, all on a timely basis and in accordance with applicable law, rules or regulations;

(iv)administer such Obligor’s performance under the Indenture and the other Transaction Documents, including (A) preparing and delivering (or causing to be prepared and delivered) on behalf of such Obligor such Opinions of Counsel, Officers’ Certificates, reports, notices and other documents as are required under such Indenture and the other Transaction Documents and (B) holding, maintaining and preserving such Indenture and the other Transaction Documents and books and records relating to such Indenture and the other Transaction Documents and the transactions contemplated or funded thereby, and making such books and records available for inspection in accordance with the terms of such Indenture and the other Transaction Documents;

(v)take all actions on behalf of such Obligor as may be necessary or appropriate in order for such Obligor to remain duly organized and qualified to carry out its business under applicable law, rules or regulations, including making all necessary or

5

appropriate filings with federal, state and local authorities under corporate and other applicable statutes; and

(vi)manage all litigation instituted by or against such Obligor, including retaining on behalf of and for the account of such Obligor legal counsel to perform such services as may be necessary or appropriate in connection therewith and negotiating any settlements to be entered into in connection therewith; provided that, with respect to any such litigation that refers to any property interest of the Indenture Trustee, on behalf of the Noteholders, in litigation papers accompanying a summons as a result of the conveyance by an Asset Entity to the Indenture Trustee, the Manager shall act on behalf of the Indenture Trustee to manage such litigation and shall promptly advise the Indenture Trustee and the Servicer, what action, if any, the Manager is taking, or intends to take, in connection therewith; provided, further, the Manager shall answer and appear on the Indenture Trustee’s behalf, but in no event shall the Manager accept a default judgment to the extent the related proceeding asserts any personal or institutional claims against the Indenture Trustee without the consent of the Indenture Trustee; provided, further, that, during a Special Servicing Period, the Servicer shall be entitled to assume the rights and obligations of the Manager pursuant to this clause (vi).

(b)The Obligors acknowledge that, for tax purposes, the Manager will allocate the value of its services among the Obligors on a basis determined by the Manager in its reasonable discretion and the Obligors agree to be bound by such allocation and to file any required tax returns on a basis consistent with such allocation.

SECTION 5.Reporting.  The Manager shall maintain full and accurate books of accounts and other records reflecting the results of the operations of the Tenant Site Assets on a consolidated basis and shall deliver to the Indenture Trustee and the Servicer (in a form reasonably satisfactory to the Servicer) within forty-five (45) days after the end of each calendar month, commencing with the month of June, reports of Operating Expenses (presented on a monthly and year to date basis).

SECTION 6.Other Services.

(a)The Manager may, subject to Section 6(b) below, provide to each Asset Entity marketing and leasing services in accordance with the Operation Standards (collectively, the “Other Services”).  Such services may include marketing of Site Space, conducting diligence on potential new tenants and procuring Tenant Leases with third party customers for the Tenant Site Assets, including locating potential Tenants, negotiating Tenant Leases with such Tenants and executing or brokering Tenant Leases as agent and attorney-in-fact for the Asset Entities (including renewals, expansions, equipment changes, rental abatements, relocations, maintenance agreements, terminations and extensions of such Tenant Leases).  To the extent that the Manager agrees to provide such services, the Manager shall have complete authority to negotiate all of the terms of each Tenant Lease, both economic and non-economic, as well as complete authority to negotiate and execute amendments and other modifications thereto in the name of or on behalf of the Asset Entities; provided, however, that the terms of any Tenant Lease or amendment or modification thereof shall be on commercially reasonable terms and in accordance with the Operation Standards.  Notwithstanding the absence of an agreement to

6

provide such services, the Asset Entities specifically authorize the Manager to develop, operate and maintain marketing materials, including an internet website, pursuant to which the Tenant Site Assets may be marketed as an integrated network (including other telecommunication facilities owned or operated by the Manager or its Affiliates other than the Asset Entities), recognizing that such marketing efforts may not identify the particular Asset Entity related to a particular Tenant Site Asset.

(b)Any provision of Other Services to the Asset Entities by the Manager shall be subject to an additional agreement between the Manager and the Obligors, pursuant to which the Obligors shall agree to provide additional compensation to the Manager; provided that the obligation to pay any such additional compensation shall be limited to, and payable only from and to the extent of, funds otherwise available to the Obligors in accordance with Section 5.01(a)(xiv) of the Indenture.

SECTION 7.Operation Standards.  The Manager shall perform the Services in accordance with and subject to the terms of the Indenture and the other Transaction Documents, the Tenant Leases, the Asset Agreements and applicable law, rules or regulations and, to the extent consistent with the foregoing, (i) using the same degree of care, skill, prudence and diligence that the Manager employed in the management of Tenant Site Assets prior to the date hereof and, to the extent applicable, that the Manager uses for other similar assets it manages and (ii) with the objective of timely collections of Rents under the Tenant Leases.  The Manager hereby acknowledges that it has received a copy of the Indenture and the other Transaction Documents and agrees not to take any action or fail to take any action within its control that would cause the Obligors to be in default thereunder.  The services performed in relation to the Tenant Site Assets shall be of a scope and quality not less than those generally performed by professional managers performing services consistent with those required of the Manager under this Agreement for assets similar in type and quality to the Tenant Site Assets that are located in the same geographical market areas as the Tenant Site Assets.

SECTION 8.Authority of Manager.  During the Term, the parties recognize that the Manager will be acting as the exclusive agent of the Obligors with regard to the Services described herein.  Each Asset Entity hereby grants to the Manager the exclusive right and authority, and hereby appoints the Manager as its true and lawful attorney-in-fact, with full authority in the place and stead of such Asset Entity and in the name of such Asset Entity, to negotiate, execute, implement, amend or terminate, as circumstances dictate, for and on behalf of such Asset Entity, any and all Tenant Leases, Asset Agreements, contracts, permits, licenses, registrations, approvals, amendments and other instruments, documents and agreements as the Manager deems necessary or advisable in accordance with the Operation Standards.  The Manager will also have the authority to enforce, terminate and compromise disputes under all Tenant Leases, Asset Agreements and all other agreements and documents, as the Manager deems necessary and desirable.  In addition, the Manager will have full discretion in determining (subject to the Operation Standards and subject to the limitations set forth in Section 4(a)(vi)) whether to commence litigation on behalf of an Asset Entity, and will have full authority to act on behalf of each Asset Entity in any litigation proceedings or settlement discussions commenced by or against any Asset Entity.  Each Asset Entity shall promptly execute such other or further documents as the Manager may from time to time reasonably request to more completely effect or evidence the authority of the Manager hereunder, including the delivery of

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such powers of attorney (or other similar authorizations) as the Manager may reasonably request to enable it to carry out the Services hereunder.

SECTION 9.Operating Account; Receipts.

(a)Operating Account.  On or prior to the Effective Date, the Manager shall establish, and at all times during the Term of this Agreement shall maintain, one or more operating bank accounts in the name of an Asset Entity or on behalf of one or more Asset Entities (such account or accounts being the “Operating Account”).  The Asset Entities shall deposit or cause to be deposited funds received in accordance with Sections 5.01(a)(v) and 5.01(a)(vii) of the Indenture into the Operating Account for the payment of Capital Expenditures and Operating Expenses (other than Impositions and Insurance Premiums that are to be paid from (and to the extent of) available cash on deposit in the Impositions and Insurance Reserve Account pursuant to the Indenture) in accordance with the amounts and timing set forth in the Budget.  At all times during the Term of this Agreement the Manager shall have full access to the Operating Account for the purposes set forth herein, and all checks or disbursements from the Operating Account will require only the signature of the Manager.  Funds may be withdrawn by the Manager from the Operating Account only (i) to pay Operating Expenses and Capital Expenditures in accordance with the terms hereof, (ii) to withdraw amounts deposited in error and (iii) if the Manager determines, in accordance with the Operation Standards, that the amount on deposit in the Operating Account exceeds the amount required to pay the Operating Expenses and Capital Expenditures as the same become due and payable, to make such other distributions as the Issuer may direct.  The Manager may direct any institution maintaining the Operating Account to invest the funds held therein in one or more Permitted Investments as the Manager may select in its discretion.  All interest and investment income realized on funds deposited therein shall be deposited to the Operating Account.

(b)Receipts.  The Manager shall cause all Receipts to be deposited directly into the applicable Lock Box Account as required by the Indenture and the other Transaction Documents.  The Manager acknowledges that the Obligors are obligated under the Transaction Documents to direct all Tenants and other Persons obligated to pay any Rents and Receipts directly to the applicable Lock Box Account for deposit into the Collection Account.  The Manager agrees to comply (and to cooperate with the Asset Entities in complying) with such requirements and directions, and the Manager agrees to give no direction to any Tenant or other Person in contravention of such requirements or directions, nor otherwise to cause any Rents or Receipts to be paid to the Asset Entities, the Manager or any other Person, whether at the direction of the Asset Entities or otherwise.  In the event the Manager shall for any reason receive any Receipts, the Manager shall deposit the same within four (4) Business Days of receipt into the applicable Lock Box Account.  The Manager hereby disclaims any and all interests in each of the Accounts and in any of the Receipts.  Upon written notice from the Indenture Trustee or the Servicer that an Event of Default has occurred under the Indenture or the other Transaction Documents, the Manager agrees to apply Receipts as instructed by the Servicer.

SECTION 10.Operating Budget and CapEx Budget.  Contemporaneously with the execution and delivery of this Agreement, the Manager and the Obligors have agreed on an initial Operating Budget and CapEx Budget for the period beginning on May 1, 2016 through the

8

end of calendar year 2016, copies of which are attached as Exhibit A.  On or before December 15 of each year, commencing in 2017, the Manager shall deliver to the Issuer and the Servicer (and if so requested by the Indenture Trustee promptly upon the Indenture Trustee’s request) an Operating Budget and CapEx Budget for the following calendar year (in each case presented on a monthly and annual basis).  The Operating Budget shall identify and set forth the Manager’s reasonable estimate of all Operating Expenses on a line-item basis consistent with the form of Operating Budget attached as Exhibit A subject to the limitations set forth in Section 7.02(b) of the Indenture.  Each of the parties hereto acknowledges and agrees that the Operating Budget and the CapEx Budget represent estimates only, and that actual Operating Expenses and Capital Expenditures may vary from those set forth in the applicable Budget.  In the event the Manager determines, in accordance with the Operation Standards, that the actual Operating Expenses or Capital Expenditures for any year will materially differ from those set forth in the applicable Budget for such year, the Manager may, subject to the Indenture and the other Transaction Documents, modify or supplement such Budget in its discretion to reflect such differences.

SECTION 11.Operating Expenses and Capital Expenditures.

(a)The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Asset Entities, the necessity, nature and amount of which may be determined in the Manager’s discretion in accordance with the Operation Standards.  The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time incur Operating Expenses and make Capital Expenditures in amounts that exceed the Operating Expenses or Capital Expenditures, as the case may be, specified in the applicable Budget if and to the extent that the Manager determines in accordance with the Operation Standards that it is necessary or advisable to do so.

(b)The Manager shall maintain accurate records with respect to each Tenant Site Asset reflecting the status of real estate and personal property taxes for Fee Sites, Insurance Premiums and other Operating Expenses payable in respect thereof and shall furnish to the Issuer and the Servicer from time to time such information regarding the payment status of such items as the Issuer or the Servicer may from time to time reasonably request.  The Manager shall arrange for the payment of all such real estate and personal property taxes, Insurance Premiums and other Operating Expenses payable by the Asset Entities as the same become due and payable out of funds available for that purpose in the Impositions and Insurance Reserve Account (in the manner contemplated by Section 4.03 of the Indenture) or the Operating Account, as applicable.  All Operating Expenses will be funded through the Impositions and Insurance Reserve Account or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not, be paid by or through the Impositions and Insurance Reserve Account or the Operating Account.  If the Manager determines that the funds on deposit in the Impositions and Insurance Reserve Account and the Operating Account are not sufficient to pay all Operating Expenses related to the Tenant Site Assets as the same shall become due and payable, the Manager shall notify the Issuer, the Servicer and the Indenture Trustee of the amount of such deficiency and, subject to the applicable provisions of the Indenture and other Transaction Documents, the Obligors shall deposit the amount of such deficiency therein as soon as practicable.  In the event of any such deficiency, the Manager may, in its sole discretion and in accordance with the Indenture, elect to

9

pay such Operating Expenses out of its own funds, but shall have no obligation to do so.  The Obligors, jointly and severally, shall be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as such terms is defined in the Servicing Agreement) on an Actual/360 Basis, payable as an Additional Issuer Expense in accordance with Section 5.01(a)(iii) of the Indenture, and such reimbursement obligation shall survive the expiration of the termination of this Agreement.

SECTION 12.Compensation.  In consideration of the Manager’s agreement to perform the Services during the Term hereof, the Obligors hereby jointly and severally agree to pay to the Manager a fee (the “Management Fee”), for each Collection Period, equal to 1.5% of the Operating Revenues of the Obligors for such Collection Period.  Such fee in respect of each Collection Period shall be payable to the Manager by the Indenture Trustee, solely from the Collection Account (subject to the availability of funds for such purpose in accordance with Section 5.01(a)(vi) of the Indenture) on each Payment Date.  On the day that is three (3) Business Days prior to each Payment Date, the Manager shall report to the Obligors and the Servicer the Management Fee then due and payable based on the information regarding Operating Revenues for the immediately preceding Collection Period then available to it.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was less than what should have been paid (based on a re-computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be increased by the amount of the underpayment.  If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was higher than what should have been paid (based on a re-computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be reduced by the amount of the overpayment.  Upon the expiration or earlier termination of this Agreement as set forth in Section 22, the Manager shall be entitled to receive, on the next succeeding Payment Date, the portion of the Management Fee which was earned by the Manager through the effective date of such expiration or termination (such earned portion being equal to the product of (a) the total Management Fee that would have been payable for the Collection Period in which such expiration or termination occurred had this Agreement remained in effect and (b) a fraction, the numerator of which is the number of days in such month through the effective date of such expiration or termination and the denominator of which is the total number of days in such month).  Notwithstanding anything to the contrary in this Section 12, the Management Fee for the first Payment Date following the Closing Date shall be based on Operating Revenues for the period beginning on the Closing Date and ending on the last day of the initial Collection Period.  The Manager shall be entitled to no other fees or payments from the Obligors as a result of the termination or expiration of this Agreement in accordance with the terms hereof.  None of the expenses necessary to the performance of the Manager’s duties (other than Operating Expenses, Capital Expenditures, the indemnities described in Section 24 and the Other Services described in Section 6) will be paid by the Obligors.

SECTION 13.Employees.  The Manager shall employ, supervise and pay at all times a sufficient number of capable employees as may be necessary for the Manager to perform the Services hereunder in accordance with the Operation Standards.  All employees of the Manager will be employed at the sole cost of the Manager.  All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees are the

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sole responsibility of the Manager, who is, in all respects, the employer of such employees.  To the extent the Manager, its designee, or any subcontractor negotiates with any union lawfully entitled to represent any such employees, it shall do so in its own name and shall execute any collective bargaining agreements or labor contracts resulting therefrom in its own name and not as an agent for any Obligor.  The Manager shall comply in all material respects with all applicable laws and regulations related to workers’ compensation, social security, ERISA, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related subjects.  The Manager is independently engaged in the business of performing management and operation services as an independent contractor.  All employment arrangements in connection with the Manager’s performance of the Services hereunder are therefore solely the Manager’s concern and responsibility, and the Obligors shall have no liability with respect thereto.

SECTION 14.Books, Records, Inspections and Software.  The Manager shall, on behalf of the Obligors, keep such materially accurate and complete books and other records pertaining to the Tenant Site Assets and the Services as may be necessary or appropriate under the Operation Standards. Such books and records shall include all Tenant Leases, Asset Agreements, corporate records, monthly summaries of all accounts receivable and accounts payable, maintenance records, Insurance Policies, receipted bills and vouchers (including tax receipts, vouchers and invoices) and other documents and papers pertaining to the Tenant Site Assets.  All such books and records (“Records”) shall be kept in an organized fashion and in a secure location.  During the Term, the Manager shall afford to the Obligors, the Servicer, the Indenture Trustee and the Backup Manager reasonable access to any Records relating to the Tenant Site Assets and the Services within its control, except to the extent it is prohibited from doing so by applicable law or the terms of any applicable obligation of confidentiality or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Obligors.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Manager designated by it.  The Manager will provide to the Backup Manager such licenses for software and access to the Manager’s computers as the Backup Manager shall reasonably require for the performance of its duties hereunder and under the Backup Management Agreement.

SECTION 15.Insurance Requirements.  The Manager shall maintain, on behalf of the Obligors, all Insurance Policies required to be maintained by the Obligors pursuant to the Indenture and other Transaction Documents and such other Insurance Policies as the Manager shall determine to be necessary or appropriate in accordance with the Operation Standards.  The Manager shall prepare and present, on behalf of the Obligors, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy.  Any payments on such policies shall be made to the Manager as agent of and for the account of the Obligors (and on behalf of the Obligors, for the benefit of and to be held in trust for the Indenture Trustee to the extent provided in the Indenture), except as otherwise required by the Indenture and other Transaction Documents.  All such payments shall be applied in accordance with the Indenture and the other Transaction Documents or, if the Indenture and the other Transaction Documents do not specify an application, shall be deposited into the Operating Account.  The Manager shall provide to the Indenture Trustee and the Servicer on behalf of the Obligors such evidence of insurance and payments of the premiums thereof required pursuant to the Obligors’ obligations under Section 7.05 of the Indenture.

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SECTION 16.Environmental.

(a)The Obligors hereby represent and warrant as to each Tenant Site Asset that none of the Obligors have Knowledge of any material violations of Environmental Laws at the related Tenant Site.

(b)The Manager shall not consent to the installation, use or incorporation into the Tenant Site Assets of any Hazardous Materials in violation of applicable Environmental Laws and shall not consent to the discharge, dispersion, release, storage, treatment, generation or disposal of any pollutants or toxic or Hazardous Materials in material violation of Environmental Law and covenants and agrees to take reasonable steps to comply in all material respects with the Environmental Laws.

(c)The Manager covenants and agrees (i) that it shall advise the Issuer, the Indenture Trustee, the Servicer and the Backup Manager in writing of each notice of any material violation of Environmental Law of which the Manager has Knowledge, promptly after the Manager obtains Knowledge thereof and (ii) to deliver promptly to the Issuer, the Indenture Trustee, the Servicer and the Backup Manager copies of all communications from any federal, state and local governmental authorities received by the Manager concerning any such violation and Hazardous Material on, at or about the Tenant Site Assets.

SECTION 17.Cooperation.  Each Obligor and the Manager shall cooperate with the other parties hereto in connection with the performance of any responsibility required hereunder, under the Transaction Documents, or otherwise related to the Tenant Site Assets or the Services.  In the case of the Obligors, such cooperation shall include (i) executing such documents or performing such acts as may be required to protect, preserve, enhance, or maintain the Tenant Site Assets or the Operating Account, (ii) executing such documents as may be reasonably required to accommodate a Tenant or its installations, (iii) furnishing to the Manager, on or prior to the Effective Date, all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (iv) furnishing to the Manager, on or prior to the Effective Date, all books, records, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (v) providing to the Manager such other information as the Manager considers reasonably necessary for the effective performance of the Services.  In the case of the Manager, such cooperation shall include cooperating with the Indenture Trustee, the Servicer, the Backup Manager, potential purchasers of any of the Tenant Site Assets, appraisers, sellers of sites or related Tenant Site Assets, auditors and their respective agents and representatives, with the view that such parties shall be able to perform their duties efficiently and without interference.

SECTION 18.Representations and Warranties of Manager.  The initial Manager makes the following representations and warranties to the Obligors all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)The Manager is a limited liability company, validly existing and in good standing under the laws of the State of Delaware.

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(b)The Manager’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c)The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)Each Transaction Document to which the Manager is a party, assuming the due authorization, execution and delivery of such Transaction Document by each of the other parties thereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms thereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)The Manager is not in violation of, and its execution and delivery of, performance under and compliance with each of the Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.

(g)No litigation is pending or, to the Manager’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into any of the Transaction Documents to which it is a party, or that, in the Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under the Transaction Documents to which it is a party or the financial condition of the Manager.

SECTION 19.Representations and Warranties of the Obligors.  Each Obligor makes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a)Such Obligor is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

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(b)Such Obligor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate such Obligor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any agreement or other instrument to which it is a party or by which it is bound, except where such violation, breach or default in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(c)Such Obligor has the full power and authority to own its Tenant Site Assets, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d)This Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Obligor, enforceable against such Obligor in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e)Such Obligor is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, except such violation, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to affect materially and adversely either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(f)No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Obligor of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or that, in such Obligor’s good faith and reasonable judgment, is not reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

(g)No litigation is pending or, to the Obligor’s Knowledge, threatened against such Obligor that, if determined adversely to such Obligor, would prohibit such Obligor from entering into this Agreement or that, in such Obligor’s good faith and reasonable judgment, is reasonably likely to materially and adversely affect either the ability of such Obligor to perform its obligations under this Agreement or the financial condition of such Obligor.

SECTION 20.Permitted Activities.  For the avoidance of doubt, it is understood and agreed that nothing contained in this Agreement shall restrict the Manager, its employees, its agents or its Affiliates (or impose a duty on the Manager or any such other Person to refrain) from engaging in any business relating to managing, for itself, its Affiliates or others, similar

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assets (including the ownership, operation, maintenance, leasing or marketing of wireless site assets for itself or for others) without regard to any conflicts which may arise in connection therewith and even if, by doing so, such activities could be construed to be in competition with the business activities of the Obligors, subject only to the restrictions set forth below in items (i), (ii) and (iii) (“Permitted Activities”).  In the conduct of Permitted Activities the Manager agrees that (i) if the Manager arranges for a lease of a wireless site asset with a tenant that is also a Tenant under a Tenant Lease, such new lease will be separate from and independent of the Tenant Lease(s) between the Tenant and the related Asset Entity, (ii) unless a Tenant Site Asset has been disposed of or terminated by an Asset Entity in accordance with the Indenture and the other Transaction Documents, the Manager will not solicit a Tenant to terminate a Tenant Lease for a Tenant Site Asset and replace such Tenant Lease with a wireless site asset owned, leased or managed by a Person that is not an Asset Entity and (iii) in all cases the Manager shall perform its duties and obligations hereunder in accordance with the Operation Standards notwithstanding any potential conflicts of interest that may arise, including any relationship that the Manager may have with any other owners of wireless site assets that it manages.

SECTION 21.Removal or Substitution of Tenant Site Assets; Additional Asset Entities.  If, during the Term of this Agreement, an Asset Entity assigns or otherwise transfers all of its right, title and interest in and to any Tenant Site Asset to a Person other than another Asset Entity, the Indenture Trustee or a designee of the Indenture Trustee (whether pursuant to a taking under the power of eminent domain or otherwise) or otherwise ceases to have an interest in a Tenant Site Asset, this Agreement shall terminate (as to that Tenant Site Asset only) on the date of such assignment or transfer or other event and the Obligors shall promptly deliver to the Manager  (with  a copy to the Servicer) an amended Schedule I reflecting the removal of such Tenant Site Asset from the scope of this Agreement.  Upon the termination of this Agreement as to a particular Tenant Site Asset, the Manager and the respective Asset Entity that owns such Tenant Site Asset shall be released and discharged from all liability hereunder with respect to such Tenant Site Asset for the period from and after the applicable termination date (except for rights and obligations hereunder that are expressly stated to survive such termination).  In addition, the Obligors may at any time add any additional Tenant Site Asset to Schedule I in connection with a substitution or property addition (including addition by use of a Site Acquisition Account) permitted under the terms of the Indenture and the other Transaction Documents (excluding, for the avoidance of doubt, the addition of any Deferred Additional Tenant Site Assets to an Asset Entity).  Upon such substitution or property addition, the Obligors shall promptly deliver to the Manager (with a copy to the Servicer) an amended Schedule I reflecting the addition of such Tenant Site Assets.  In addition, effective upon the accession to the Indenture of an Additional Asset Entity, such Additional Asset Entity shall become a party hereto as an Additional Asset Entity and the Additional Obligor Tenant Site Assets of such Additional Asset Entity shall become Tenant Site Assets managed hereunder.  The Obligors shall promptly deliver to the Manager (with a copy to the Servicer and the Rating Agencies) an amended Schedule I reflecting the addition of any such Tenant Site Assets, whereupon the Manager shall assume responsibility for the performance of the Management Services hereunder with respect to such Tenant Site Assets and Administrative Services with respect to such Additional Asset Entity.

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SECTION 22.Term of Agreement.

(a)Term.  This Agreement shall be in effect during the period (the “Term”) commencing on the date hereof and ending at 5:00 P.M. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 22.  The Expiration Date under this Agreement may be extended from time to time at the option of the Issuer, for successive one (1) month periods (so that the Expiration Date is the last day of each calendar month) by written notice to that effect to the Manager (with a copy to the Indenture Trustee and the Backup Manager) from the Issuer (or the Servicer on its behalf), as the case may be, delivered on or prior to the then-current Expiration Date (an “Extension Notice”); provided that the Servicer shall not have the right to extend the Expiration Date after the payment in full of the Obligations.  Each of the Obligors and the Manager agree that if the Issuer fails to deliver an Extension Notice to the Manager by the Expiration Date (or if such day is not a Business Day, on the following Business Day) the Manager shall, on such Expiration Date (or such subsequent Business Day), provide the Servicer (with a copy to the Indenture Trustee and the Backup Manager) with notice of such failure and the Servicer shall have ten (10) Business Days following its receipt of such notice to deliver an Extension Notice to the Manager, and notwithstanding the first sentence of this Section 22(a), this Agreement shall continue in effect for such ten (10) Business Days, unless the Servicer shall deliver a notice that it does not intend to deliver an Extension Notice. Upon the delivery of such Extension Notice, the Expiration Date shall be extended to the end of the month following the Expiration Date as in effect immediately prior to such Extension Notice.

(b)Termination for Cause.  The Issuer or the Indenture Trustee (or the Servicer on its behalf) shall renew this Agreement, unless otherwise directed by the Servicer, which direction may be given only following the occurrence of one or more of the following events:  (i) the declaration of an Event of Default, (ii) the DSCR falls to less than 1.10 to 1.0 as of the end of any calendar month and the Servicer reasonably determines that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Obligors’ industry generally, (iii) the Manager has engaged in fraud, gross negligence or willful misconduct in connection with its performance hereunder or (iv) a default on the part of the Manager in the performance of its obligations hereunder, and with respect to clause (iv), such default could reasonably be expected to have a Material Adverse Effect and remains unremedied for thirty (30) days after the Manager receives written notice thereof from the Servicer (provided, however, if such default is reasonably susceptible of cure, but not within such thirty (30) day period, then the Manager may be permitted up to an additional ninety (90) days to cure such default provided that the Manager diligently and continuously pursues such cure).

(c)Automatic Termination for Bankruptcy, Etc.  If the Manager or any Obligor files a petition for bankruptcy, reorganization or arrangement, or makes an assignment for the benefit of the creditors or takes advantage of any insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of the Manager or any Obligor and is not discharged within ninety (90) days after such appointment, then this Agreement shall terminate automatically; provided that if any such event shall occur with respect to less than all of the Obligors, then this Agreement will terminate solely with respect to the Obligor or Obligors for which such event has occurred and the respective Tenant Site Assets owned, leased or managed by such Obligor(s).  Upon the termination of this Agreement as to a particular Obligor, the Manager and such Obligor shall be released and discharged from all liability hereunder for the period from and after the applicable termination date (except for rights and obligations

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hereunder that are expressly stated to survive any termination) and the Manager shall have no further obligation to perform any Services for such Obligor or any Tenant Site Assets owned, leased or managed by such Obligor from and after such date.

(d)Resignation by Manager.  Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law.  Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion of Counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager.  From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it.  This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

(e)Backup Manager to Act.  On and after the termination of the Manager pursuant to paragraphs (b) and (c) or upon a resignation by the Manager pursuant to paragraph (d) above (other than a resignation by the Manager after all Obligations due and owing under the Transaction Documents have been fully satisfied pursuant to Section 22(d)), the Issuer shall appoint (or if the Issuer fails to so appoint, the Indenture Trustee shall appoint) the Backup Manager, by providing written notice of such appointment to the Backup Manager, as the replacement Manager if the Backup Manager is then able to accept such appointment in accordance with the terms of the Backup Management Agreement.  The Manager shall duly satisfy in all material respects all obligations hereunder and on its part to be fulfilled under or in connection with the Backup Management Agreement in connection with the appointment of the Backup Manager, including the performance of all obligations of the Manager until a replacement Manager’s appointment has become effective; provided that the Manager shall be entitled to the Management Fee during such period. If the Backup Manager is unable to act, and no Event of Default has occurred and is continuing, the Issuer shall require that the Manager be replaced with a Person chosen by the Issuer (or, if an Event of Default has occurred and is then continuing, the Servicer) and reasonably acceptable to the Servicer.

(f)The Issuer and the Manager each agree to give prompt written notice to the Backup Manager of the occurrence of any event or circumstance of which it has Knowledge that could reasonably be expected to lead to the Manager’s termination under Sections 21(b), (c) or (d) hereof.

SECTION 23.Duties Upon Termination.  Upon the expiration or termination of the Term, the Manager shall have no further right to act for any Obligor or to draw checks on the Operating Account and shall promptly (i) furnish to the Issuer or its designee or any replacement

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Manager all keys, key cards or access codes required in order to obtain access to the Tenant Site Assets, (ii) deliver to the Issuer or its designee or any replacement Manager (x) all Receipts received after such termination or (y) any monies or reserves held by the Manager on behalf of the Indenture Trustee, (iii) deliver to the Issuer or its designee or any replacement Manager all books, files, abstracts, contracts, Tenant Leases, Asset Agreements, materials and supplies, Budgets and other Records relating to the Tenant Site Assets or the performance of the Services and (iv) upon request, assign, transfer, or convey, as required, to the respective Obligors all service contracts and personal property relating to or used in the operation and maintenance of the Tenant Site Assets, except any personal property which was paid for and is owned by the Manager.  The Manager shall also, for a period of six (6) months after such expiration or termination, make itself available to consult with and advise the Obligors, the Servicer and any replacement Manager regarding the operation and maintenance of the Tenant Site Assets or otherwise to facilitate an orderly transition of management to a new manager of the Tenant Site Assets; provided, that during such period, the Manager shall be entitled to be compensated by the Obligors for its out-of-pocket costs and expenses (such expenses to be deemed Additional Issuer Expenses).  Nothing in this Section 23 shall prohibit the Manager, the Obligors or any of their respective Affiliates from retaining copies of any document or instrument delivered in accordance with clauses (i), (iii) or (iv) above.  This Section 23 shall survive the expiration or earlier termination of this Agreement (whether in whole or part).

SECTION 24.[Reserved]

SECTION 25.Indemnities.

(a)Each of the Obligors agrees to, jointly and severally, indemnify, defend and hold the Manager (including, for the avoidance of doubt, any replacement Manager) and its agents, officers and employees harmless from and against any and all suits, liabilities, damages, or claims (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Obligors pursuant to Section 25(b).

(b)The Manager agrees to indemnify, defend and hold the Obligors harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to (i) any acts or omissions of the Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Manager hereunder.

(c)If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 25, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses.  The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the

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defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld or refused.

(d)The indemnities in this Section 25 shall survive the expiration or termination of the Agreement.

(e)The indemnities payable under this Section 25 by the Obligors shall be subject to the availability of funds for such purpose in accordance with Section 5.01(a) of the Indenture.

SECTION 26.Miscellaneous.

(a)Amendments.  No amendment, supplement, waiver or other modification of this Agreement shall be effective unless in writing and executed and delivered by the Manager and the Obligor sought to be bound thereby; provided that, until the Indenture has been terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, any material amendment, supplement, waiver or other modification of this Agreement shall also require the consent of the Servicer, the Indenture Trustee and a Rating Agency Confirmation (it being understood that none of the foregoing shall require the consent of any Noteholder).  No failure by any party hereto to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute a waiver of any of the terms of this Agreement.  The Manager shall not be bound by any amendment, supplement, or other modification to any other Transaction Document which is materially adverse to the Manager unless the Manager has consented thereto; however the Manager’s consent shall not otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.  No amendment, supplement, waiver or other modification of this Agreement which is or may reasonably be expected to be materially adverse to the Backup Manager shall be effective unless the Backup Manager has consented thereto; provided, however, that the Backup Manager’s consent shall not otherwise be required as a condition for any such amendment, supplement, or other modification to be effective for all other purposes.

(b)Notices.  Any notice or other communication required or permitted hereunder shall be in writing and may be delivered personally or by commercial overnight carrier, telecopied or mailed (postage prepaid via the US postal service) to the applicable party at the following address (or at such other address as the party may designate in writing from time to time); provided, however, any such notice or communication shall be deemed to be delivered only when actually received by the party to whom it is addressed:

(1)To any Obligor:c/o LMRK Issuer Co. LLC
2141 Rosecrans Avenue, Suite 2100
El Segundo, CA 90245

Attention: George Doyle

With copies to:

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Landmark Infrastructure Partners LP

2141 Rosecrans Avenue, Suite 2100

El Segundo, California 90245

Attention: Legal Department

(2)To Manager:c/o Landmark Infrastructure Partners GP LLC
2141 Rosecrans Avenue, Suite 2100
El Segundo, CA 90245

Attention: George Doyle

With copies to:

Landmark Infrastructure Partners LP

2141 Rosecrans Avenue, Suite 2100

El Segundo, California 90245

Attention: Legal Department

(c)Assignment, Etc.  The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  None of the rights, interests, duties, or obligations created by this Agreement may be assigned, transferred, or delegated in whole or in part by the Manager or any Obligor, and any such purported assignment, transfer, or delegation shall be void; provided, however, that (i) the Obligors may assign this Agreement to the Indenture Trustee and grant a security interest in their rights and interests hereunder pursuant to the Indenture and the other Transaction Documents, (ii) the Manager may, in accordance with paragraph (d) below, delegate any of its obligations hereunder to one or more Sub-Managers pursuant to one or more Sub-Management Agreements and (iii) the Manager may, in accordance with the Operation Standards, utilize the services of third-party service providers , including Affiliates of the Manager, to perform all or any portion of its Services hereunder.  Notwithstanding any such delegation or appointment of a third-party service provider, the Manager shall remain liable to the Obligors to the same extent as if the Manager were performing the Services alone, and the Manager agrees that no additional compensation shall be required to be paid by the Obligors in connection with any such delegation or third-party service provider.  The Manager hereby acknowledges that all of the rights of the Obligors hereunder have been assigned to the Indenture Trustee as collateral security for the Obligations.  The Indenture Trustee is an intended third party beneficiary of this Agreement.

(d)Sub-Management Agreements.

(i)The Manager may enter into one or more sub-management agreements (each, a “Sub-Management Agreement”) to provide for the performance by one or more third parties, including Affiliates of the Manager (each, a “Sub-Manager”) of any or all of its obligations hereunder, provided that any Sub-Management Agreement shall expressly or effectively provide that if the Manager shall for any reason no longer act in such

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capacity hereunder (including pursuant to Section 22(b)), any successor to the Manager hereunder (including the Backup Manager if the Backup Manager has become such successor pursuant to Section 22(e)) may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Manager under such Sub-Management Agreement or alternatively, may terminate such rights and obligations, in either case without cause and without payment of any penalty or termination fee.

(ii)The Manager shall monitor the performance of its Sub-Managers under any Sub-Management Agreement.

(iii)The Manager will be solely liable for all fees owed by it to any Sub-Manager. Each Sub-Manager retained under the related Sub-Management Agreement will be reimbursed by the Manager for certain expenditures which it makes, generally to the same extent that the Manager would be reimbursed hereunder.

(e)Entire Agreement; Severability.  This Agreement constitutes the entire agreement between the parties hereto, and no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

(f)Limitations on Liability.

(i)Notwithstanding anything herein to the contrary, neither the Manager nor any member, manager, director, officer, employee, shareholder or agent of the Manager shall be under any liability to the Obligors or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Obligors, the Servicer or the Indenture Trustee for the material breach of a representation or warranty made by the Manager herein or against any liability which would otherwise be imposed on the Manager solely attributable to the Manager’s fraud, gross negligence or willful misconduct in the performance of the Services hereunder.

(ii)Notwithstanding anything herein to the contrary, no party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of, this Agreement.

(iii)Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Obligor to the Manager shall be satisfied only from such Obligor’s interest in the Tenant Site Assets, the Tenant Leases, the Asset Agreements, the Insurance Policies and the proceeds thereof, and then only to the extent that such Obligor has funds available to satisfy such liability in accordance with the Indenture, the Cash Management Agreement and the other Transaction Documents, (any such available funds being hereinafter

21

referred to as “Available Funds”).  In the event the Available Funds of an Obligor are insufficient to pay in full any such liabilities of an Obligor, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Obligor unless and until a proceeding of the type described in Section 26(j) is commenced against such Obligor by a party other than the Manager or any of its Affiliates.

(iv)No officer, director, employee, agent, shareholder, member, manager or Affiliate of any Obligor or the Manager (except, in the case of an Obligor, for Affiliates that are also Obligors hereunder) shall in any manner be personally or individually liable for the obligations of any Obligor or the Manager hereunder or for any claim in any way related to this Agreement or the performance of the Services.

(v)The provisions of this Section 26(f) shall survive the expiration or earlier termination of this Agreement (whether in whole or in part).

(g)Governing Law; Submission to Jurisdiction.

(i)THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

(ii)EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.

(h)Confidentiality.  The Backup Manager, or any other party succeeding to the duties of the Manager named herein (a “Successor Manager”) agrees to keep confidential (and (a) to cause its respective officers, directors and employees to keep confidential and (b) to use its best efforts to cause its respective agents and representatives to keep confidential) the Information (as defined below) and all copies thereof, extracts therefrom and analyses or other materials based thereon, except that such Successor Manager shall be permitted to disclose Information (i) to the extent required by the Transaction Documents, (ii) as requested by the Rating Agencies, (iii) to the extent such Successor Manager reasonably determines disclosure is necessary or advisable to perform services contemplated by this Agreement, (iv) to the extent provided in any Offering Memorandum, (v) the parties to the Indenture who are subject to the confidentiality provisions contained therein, (vi) to actual or prospective Tenants, (vii) if required to do so by any applicable statute, law, rule or regulation, or in working with any taxing authorities or other governmental agencies, (viii) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of such Successor Manager’s

22

business or that of its Affiliates, (ix) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which such Successor Manager or an Affiliate or an officer, director, employer or shareholder thereof is a party, (x) to any Affiliate, independent or internal auditor, agent, employee or attorney of such Successor Manager provided that the Manager advises such recipient of the confidential nature of the Information being disclosed and obtains confirmation in such form as may be acceptable to the Manager to the effect that such Person will keep such Information confidential and (xi) any other disclosure authorized by such Successor Manager.  For the purposes of this paragraph (g), the term “Information” shall mean the terms and provisions of this Agreement and all financial statements, certificates, reports, Records, agreements and information (including the Tenant Leases, Asset Agreements and all analyses, compilations and studies based on any of the foregoing) that relate to the Tenant Site Assets or the Services, other than any of the foregoing that are or become publicly available other than by a breach of the confidentiality provisions contained herein.

(i)Issuer as Agent.  Each of the Obligors hereby appoints the Issuer to serve as its representative and agent to act, make decisions, and grant any necessary consents or approvals hereunder, collectively, on behalf of such Obligor.  Each Obligor hereby authorizes the Issuer to take such action as agent on its behalf and to exercise such powers as are delegated to the Issuer by the terms hereof, together with such powers as are reasonably incidental thereto.

(j)No Petition.  Prior to the date that is one year and one day after the date on which the Indenture has been terminated in accordance with its terms, all Obligations under the Indenture and under the other Transaction Documents have been fully satisfied, the Manager shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.

(k)Headings.  Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.

(l)Counterparts.  This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which when so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

[SIGNATURE PAGES FOLLOW]

23

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Manager:
	LANDMARK INFRASTRUCTURE PARTNERS GP LLC
	By:	/ s / George P. Doyle
		Name: George P. Doyle
		Title: Authorized Officer
Issuer and Obligor:
	LMRK ISSUER CO. LLC
	By:	/ s / George P. Doyle
		Name: George P. Doyle
		Title: Authorized Officer
Original Asset Entities and Obligors:
	LD ACQUISITION COMPANY 8 LLC
	By:	/ s / George P. Doyle
		Name: George P. Doyle
		Title: Authorized Officer
	LD ACQUISITION COMPANY 9 LLC
	By:	/ s / George P. Doyle
		Name: George P. Doyle
		Title: Authorized Officer

[Signature Page to Management Agreement]

LD ACQUISITION COMPANY 10 LLC
By:	/ s / George P. Doyle
	Name: George P. Doyle
	Title: Authorized Officer

[Signature Page to Management Agreement]

SCHEDULE I

TENANT SITE ASSETS

LD Asset ID	State	Zip
TC132486	CT	06489
TC120932	NY	11949
TC120931	NY	11949
TC120930	NY	11949
TC120933	NY	11949
TC110531	NY	11747
TC110530	NY	11747
TC121697	CA	90016
TC120822	IL	61068
TC110426	NJ	07701
TC110497	MA	01906
TC110496	MA	01906
TC110560	CT	06108
TC120925	NM	87505
TC121077	CA	93550
TC121079	CA	93550
TC121076	CA	93550
TC120942	NY	11419
TC120924	NY	12983
TC121755	PA	19149
TC121734	NY	10456
TC121863	CT	06755
TC121811	NY	10468
TC131989	NY	11356
TC132216	MA	02038
TC132223	DC	20032
TC132282	NJ	08046
TC142859	NJ	07105
TC153870	NY	10004
TC154079	FL	33161
TC154140	NY	11225
TC154126	NY	11225
TC154147	NY	11213
TC154144	NY	10977
TC154130	NY	11226
TC154132	NY	11203
TC110470	CA	90001
TC121067	NJ	07416
TC121066	NJ	07416
TC132053	MS	39629
TC153871	NY	10001
TC100081	NJ	07514
TC110311	IL	60637
TC110450	TX	76016
TC120660	FL	33436

TC110489	NY	11004
TC120817	IL	60099
TC120818	IL	60099
TC120988	NJ	08701
TC120989	NJ	08701
TC120993	MI	48867
TC121034	MI	48867
TC110234	NV	89146
TC121718	AL	36877
TC121750	IL	60630
TC121751	IL	60630
TC121735	NY	10030
TC121745	KS	66062
TC121747	KS	66062
TC121746	KS	66062
TC121797	NY	13601
TC121875	NC	27944
TC121785	NH	03812
TC121858	LA	70115
TC132052	IL	60633
TC132061	TX	76009
TC121817	CA	95823
TC121819	CA	95823
TC132175	NC	28320
TC132164	CA	92365
TC110139	MA	01852
TC143397	MI	49668
TC143677	PA	19147
TC143800	WI	53029
TC143799	WI	53029
TC143702	CA	94566
TC154034	OH	44706
TC153869	FL	33020
TC120647	PA	17104
TC121800	AR	72433
TC132249	CA	91780
TC132250	CA	91780
TC110349	NJ	08873
TC110348	NJ	08873
TC110481	IL	60148
TC121025	NY	10464
TC120694	NV	00000
TC120689	NV	00000
TC120678	NV	00000
TC120687	NV	00000
TC120691	NV	89316
TC120682	NV	00000

TC120681	NV	00000
TC120690	NV	00000
TC120680	NV	00000
TC120692	NV	00000
TC120747	NJ	07306
TC120736	NJ	07206
TC120898	VT	05751
TC120896	VT	05751
TC120940	CA	91324
TC120939	CA	91324
TC120941	CA	91324
TC120894	NJ	07114
TC120893	NJ	07114
TC120892	NJ	07114
TC120967	NJ	07104
TC120952	MN	55128
TC120951	MN	55128
TC120944	OR	97702
TC120946	OR	97702
TC120970	PA	18640
TC121096	AZ	85016
TC121036	NV	89014
TC121687	NJ	07011
TC121102	WI	54301
TC121690	CO	80122
TC121689	NJ	07050
TC121768	TX	78201
TC121767	TX	78201
TC120785	FL	33129
TC120784	FL	33129
TC121688	NJ	07070
TC121876	NC	27944
TC131908	SD	57472
TC121824	CO	81073
TC131938	NV	89436
TC131939	NV	89436
TC131980	CA	92596
TC131978	CA	92596
TC131979	CA	92596
TC131975	TX	77591
TC132016	CA	95202
TC132018	CA	95202
TC132017	CA	95202
TC132176	CA	95678
TC132136	SD	57104
TC132306	NY	11559
TC132308	NY	11559

TC132307	NY	11559
TC132309	NY	11559
TC132417	NY	11042
TC132415	NY	11042
TC132387	IA	51103
TC132372	CA	91737
TC132338	PA	19122
TC132821	UT	84604
TC142935	CA	90731
TC142936	CA	90731
TC132687	NJ	07002
TC143110	NY	11226
TC143109	NY	11212
TC131968	FL	33169
TC154288	NJ	07103
TC154287	NJ	07103
TC143089	AZ	85268
TC143017	GA	30103
TC132750	NJ	7108
TC143683	CA	95821
TC153835	MI	48634
TC153886	MI	49085
TC153864	OH	44137
TC153933	FL	32220
TC143196	CA	91402
TC154063	FL	32724
TC154006	FL	33162
TC154005	FL	33162
TC154115	TX	75206
TC154160	MI	49835
TC154106	MO	63119
TC154093	AL	36604
TC154165	MD	20832
TC154202	NH	03109
TC131976	IL	60085
TC132015	SD	57748
TC120630	CA	92405
TC120631	CA	92405
TC110237	CO	80102
TC143786	SD	57103
TC131936	NJ	07018
TC110413	NJ	07840
TC110440	OR	97301
TC110504	CA	90505
TC110505	CA	90505
TC110586	CA	90755
TC121075	AK	99623

TC121722	IL	61604
TC121792	IL	60090
TC121793	IL	60090
TC121794	IL	60090
TC131990	NJ	07087
TC132340	GA	31305
TC132084	OK	73030
TC132173	NJ	07304
TC132443	NJ	07305
TC132445	NJ	07093
TC132330	TX	77384
TC132331	TX	77384
TC132500	AZ	85711
TC132499	AZ	85711
TC142927	AR	72034
TC142926	AR	72034
TC110228	KS	67202
TC110448	NV	89002
TC110412	AZ	85711
TC120957	AZ	85383
TC120958	AZ	85383
TC110597	MA	01760
TC110598	MA	01760
TC110596	MA	01760
TC110600	MA	01760
TC121709	TN	37872
TC132066	FL	33401
TC132072	IA	52254
TC132090	TX	78209
TC132109	SD	57063
TC132123	CA	93455
TC132125	CA	93455
TC132087	PA	16870
TC132182	MO	63383
TC132166	UT	84032
TC132041	MN	55305
TC132227	MO	65401
TC110526	CA	92311
TC132178	NJ	07503
TC132179	NJ	07503
TC132168	OR	97140
TC132167	OR	97140
TC132163	KS	66748
TC132086	LA	70601
TC132210	MA	01118
TC132212	MA	01118
TC132213	MA	01118

TC132211	MA	01118
TC132284	SD	57601
TC132244	TX	78606
TC121004	OH	45373
TC132138	LA	71001
TC132366	MI	49955
TC132115	MI	48204
TC132221	MI	48044
TC132219	MI	48044
TC132352	CA	91789
TC132283	FL	34237
TC132285	IL	60459
TC132286	IL	60459
TC132204	WI	54130
TC132303	LA	70578
TC132312	NY	10468
TC132326	NY	10467
TC132347	MA	02135
TC132206	IL	60643
TC132248	CA	94559
TC132242	MS	38655
TC132245	TX	78582
TC132165	TX	76108
TC132351	MO	63136
TC132246	AR	72422
TC132302	AR	72032
TC132194	NY	11203
TC132507	AZ	85048
TC132541	KS	66061
TC132355	TX	77071
TC132489	MO	65233
TC132702	MA	02121
TC132766	ID	83350
TC132760	NM	88044
TC132609	NY	10452
TC132610	NY	10452
TC132777	MS	38614
TC132556	KS	66850
TC132823	VA	24529
TC142872	OK	74363
TC142975	FL	33327
TC143083	NJ	07054
TC143084	NJ	07054
TC142856	CA	92270
TC142959	TX	77327
TC121842	IL	60631
TC121843	IL	60631

TC143003	IL	62544
TC142911	KS	67301
TC143008	NJ	07107
TC132824	WA	98409
TC142985	OK	74133
TC132803	CA	95046
TC143115	CA	95407
TC143116	CA	95407
TC143043	MO	63011
TC143187	UT	84746
TC143232	OH	45324
TC143136	MS	39654
TC143024	TX	79414
TC143036	PA	17111
TC143261	NJ	7093
TC143637	UT	84020
TC143791	NJ	8611
TC143732	OH	43206
TC143803	NY	10280
TC143675	WA	99349
TC143669	TN	38501
TC143386	FL	32817
TC143742	WA	98611
TC143717	CA	92507
TC143722	NM	87114
TC153843	NY	11210
TC153872	CO	81064
TC143760	VA	22192
TC143774	IL	61603
TC143773	IL	61603
TC143671	CO	80535
TC143672	CO	80535
TC143670	CO	80535
TC143796	TX	77359
TC143706	CA	94530
TC143793	TX	77535
TC153818	TX	77414
TC143635	WI	53225
TC143784	PA	18458
TC143776	WI	53211
TC153907	TN	37820
TC153887	TX	77041
TC153855	TX	77026
TC153816	NE	68137
TC153943	NY	11717
TC153881	IL	61486
TC153891	NY	11236

TC153889	NY	11236
TC153890	NY	11236
TC153867	WA	98532
TC153866	WA	98532
TC143259	NY	14847
TC153967	UT	84770
TC153923	NJ	07650
TC153925	NJ	07650
TC153924	NJ	07650
TC153922	NY	10466
TC153930	TX	78382
TC153918	OK	74364
TC153931	NY	11204
TC153932	NY	11204
TC153976	TX	77845
TC153942	NC	27804
TC153959	TX	78596
TC154035	NJ	07050
TC153852	CA	91744
TC154014	TX	77320
TC153808	NJ	07657
TC153809	NJ	07657
TC153811	NJ	07621
TC153812	NJ	07621
TC153813	NJ	07022
TC153814	NJ	07093
TC153937	FL	33770
TC153936	FL	33770
TC153938	FL	33770
TC154059	NY	12304
TC154057	NY	12304
TC154058	NY	12304
TC154056	NY	12304
TC153945	MO	65201
TC154068	CA	92630
TC154015	NY	10469
TC153984	CA	95407
TC154103	NV	89117
TC154044	WI	54436
TC154159	NY	10032
TC154148	NY	11226
TC154133	NY	11226
TC154091	NY	11233
TC154146	NY	10453
TC154143	NY	10453
TC154135	NY	11225
TC154125	NY	11225

TC154124	NY	10034
TC154158	NY	10034
TC154112	CA	92029
TC154083	TX	76904
TC154111	CA	92029
TC153861	CT	06704
TC153860	CT	06704
TC154016	KY	41005
TC154097	MO	65803
TC154157	TX	79766
TC154164	MI	48228
TC154208	TX	77535
TC153950	LA	70127
TC154199	WV	25661
TC154316	MS	38637
TC154262	TX	77338
TC154266	TX	77354
TC154260	NY	10032
TC154259	NY	10032
TC154257	NY	10032
TC154261	NY	10032
TC121760	IL	60033
TC154024	SC	29579
TC120773	AZ	85638
TC120774	AZ	85638
TC120775	AZ	85638
TC120928	TX	77302
TC110436	TX	75069
TC120653	CA	92040
TC132010	TX	79924
TC132397	FL	34743
TC121082	OR	97850
TC121081	OR	97850
TC121080	OR	97850
TC110555	CA	91104
TC154107	IL	60060
TC121710	CA	90280
TC131909	TX	75460
TC121883	TX	76638
TC143159	NC	27203
TC132013	CO	80302
TC120803	GA	30338
TC121790	MS	39503
TC120992	TX	75203
TC120639	PA	15238
TC120807	TX	78209
TC120983	AR	72734

TC110381	WA	98444
TC120883	PA	19104
TC132032	CA	93615
TC132031	CA	93615
TC154172	MO	64093
TC154173	MO	64093
TC132045	TX	77859
TC121741	TX	78216
TC121781	TX	76664
TC153895	VA	22192
TC132003	TX	77630
TC120671	NJ	08034
TC154150	SC	29601
TC120895	NV	89123
TC110432	CA	91331
TC110433	CA	91331
TC120742	CA	95482
TC154089	MD	21023
TC121859	CO	80904
TC154078	CO	80014
TC110363	AZ	85040
TC110444	CA	92243
TC143114	CA	95407
TC143117	CA	95407
TC120764	NY	10453
TC110419	WA	98260
TC131969	GA	30253
TC153815	NJ	07087
TC154026	CO	80012
TC110499	AZ	85268
TC154036	WA	98258
TC120972	LA	71107
TC120920	NJ	08302
TC110359	NV	89074
TC110360	NV	89074
TC132088	LA	71281
TC154033	WI	54914
TC121071	AZ	85020
TC121070	AZ	85020
TC121072	AZ	85020
TC110325	CA	92084
TC110327	CA	92084
TC110326	CA	92084
TC132006	MA	01610
TC132008	MA	01610
TC132009	MA	01610
TC143054	CA	94506

TC143062	CA	94506
TC143057	CA	94506
TC131995	FL	32073
TC131956	TX	75217
TC153939	IL	62966
TC154018	MS	39154
TC154032	CA	91306
TC131918	ND	58301
TC121774	TX	75662
TC131953	WI	53704
TC143713	IA	50325
TC153875	CA	95128
TC121021	LA	71108
TC120996	TX	75605
TC121684	CO	80907
TC121744	TX	78628
TC154031	CA	95124
TC132287	NJ	07051
TC120820	TX	78130
TC154030	CO	80907
TC120740	TN	38106
TC132217	MI	49509
TC143746	NY	12401
TC143747	NY	12401
TC121727	PA	19133
TC120986	CA	92105
TC154271	WI	53212
TC154273	WI	53212
TC154272	WI	53212
TC110418	TN	37862
TC120922	CO	80634
TC120921	CO	80634
TC110558	CA	92584
TC110557	CA	92584
TC110556	CA	92584
TC120708	CO	80137
TC120707	CO	80137
TC131943	MO	64124
TC154193	TX	79938
TC121733	FL	33135
TC110400	FL	33018
TC131907	WI	53215
TC120997	TX	76657
TC120752	CA	90745
TC120751	CA	90745
TC153957	NV	89015
TC120948	PA	15213

TC110588	NJ	07017
TC110591	NJ	07017
TC110589	NJ	07017
TC110514	FL	32583
TC121103	TX	76705
TC110395	TX	75229
TC132106	TX	78214
TC153952	FL	34208
TC132236	CA	90010
TC120779	IL	60445
TC120780	IL	60445
TC120783	IL	60445
TC120781	IL	60445
TC121795	ND	58366
TC121098	CT	06378
TC121097	CT	06378
TC154104	MI	49713
TC120778	TX	76527
TC110528	IL	60651
TC110527	IL	60651
TC120973	IL	60002
TC121878	UT	84005
TC121788	OH	44512
TC120935	CA	92315
TC120936	CA	92315
TC121694	TN	37912
TC154017	IL	61108
TC121810	NH	03812
TC110342	NV	89121
TC132588	GA	31907
TC120987	FL	32210
TC121007	CA	90022
TC121008	CA	90022
TC110454	PA	19140
TC110455	PA	19140
TC121104	TX	78132
TC120672	AZ	85031
TC153916	CA	90058
TC110238	MA	02124
TC121001	AL	36303
TC131898	NY	11233
TC121701	OK	74145
TC121703	OK	74145
TC121700	OK	74145
TC142971	FL	32805
TC142973	FL	32805
TC142972	FL	32805

TC110498	LA	70668
TC110420	GA	30294
TC153992	CA	92345
TC154155	CA	93620
TC153977	CA	95688
TC121782	TX	75965
TC154161	AZ	85009
TC110376	CT	06010
TC110374	CT	06010
TC110377	CT	06010
TC120976	TN	37640
TC154000	OR	97213
TC131948	AR	71923
TC121000	TX	76137
TC131958	FL	32608
TC110506	WA	98136
TC121683	IL	60638
TC110550	NV	89118
TC120984	TX	76053
TC120954	TX	77515
TC121798	UT	84737
TC132028	AZ	85643
TC132065	AL	36695
TC110502	NV	89706
TC154020	NM	87120
TC121759	TX	76539
TC132029	MO	63401
TC110577	AZ	85257
TC110578	AZ	85257
TC120801	TX	75149
TC120919	TX	77038
TC132292	IL	60459
TC132296	IL	60459
TC154114	FL	33635
TC131893	MO	65565
TC131926	AL	35057
TC121869	OR	97352
TC121065	CA	92126
TC154027	CO	80112
TC154028	CO	80112
TC154029	CO	80112
TC153820	KS	66207
TC121762	NC	27537
TC120971	MT	59801
TC120985	FL	32746
TC153873	IL	60176
TC110605	TX	78209

TC121786	WA	98664
TC132137	CA	95460
TC121866	FL	34142
TC131905	SC	29569
TC110414	TX	76028
TC154023	TX	78550
TC132000	TX	76120
TC153934	FL	32569
TC121020	OH	45345
TC131910	SD	57243
TC131959	OK	74469
TC121696	OR	97601
TC121056	CA	93635
TC121055	CA	93635
TC121871	MN	56652
TC110570	OR	97123
TC110569	OR	97123
TC110568	OR	97123
TC110567	OR	97123
TC121763	WI	53922

EXHIBIT A

INITIAL BUDGET

$22,500 Operating Expense through December 31, 2016

EXHIBIT B

FORM OF MANAGER REPORT

Landmark Infrastructure Partners GP LLC — Monthly Report

Today’s Date (Date of Submission)	[   ]
Beginning of Period	[   ]
End of Period	[   ]

PRINCIPAL NOTE BALANCE

			Unpaid Carryforward
Series 2016-1	BOP Balance	Targeted Paydown	Amort from Previous	Actual Paydown	Unpaid Amort Amt	EOP Balance	Coupon		Interest Due
Series 2016-1 Class A	[   ]	—	—	—	—	[   ]	[   ]	%	—
Series 2016-1 Class B	[   ]	—	—	—	—	[   ]	[   ]	%	—
Total	[   ]	—	—	—	—	[   ]	[   ]	%	—
TOTAL	[   ]	—	—	—	—	[   ]	[   ]	%	—

ACCOUNT BALANCES

	Beginning Period	End Period
Collection Account	[   ]	[   ]
Impositions and Reserve Account	[   ]	[   ]
Advance Rents Reserve Account	[   ]	[   ]
Site Acquisition Account (if any)	[   ]	[   ]
Yield Maintenance Reserve Account (if any)	[   ]	[   ]

ANNUALIZED NET CASH FLOW

	Current Period
Scheduled NTM Rent (based on the minimum Rent payable by Tenants during such 12 month period)	[   ]
Average Contingent Rent paid by Tenants during past 12 months	[   ]
Annualized Revenue	—
Annualized Net Cash Flow (=98.25% x Annualized Revenue)	—

DSCR

DSCR = (a) over (b)
(a)   Annualized Net Cash Flow	[   ]
Less: 12 months Class A Monthly Amortization Amounts	[   ]
(b)   Sum of the following:
Next 12 months interest	[   ]
Per Annum Indenture Trustee Fee	[   ]
Per Annum Servicer Fee	[   ]
Less: Annualized Yield Maintenance Amount (if applicable)	[   ]

TRIGGERS

		Requirement	Actual	Result
Cash Trap Condition	DSCR	[1.30]x	[   ]x
Amortization Period	DSCR	[1.15]x	[   ]x
Manager Replacement	DSCR	[1.10]x	[   ]x

SITE ACQUISITION ACCOUNT (if applicable)

	Beginning Period		Withdrawals		End Period
Site Acquisition Account (if any)	$	[   ]	$	[   ]	$	[   ]
Yield Maintenance Account (if any)	$	[   ]	$	[   ]	$	[   ]
Yield Maintenance Amount (current period)
Yield Maintenance Amount (remaining Site Acquisition Period)
Weighted Average Note Rate					$	[   ]	%
Months left in Site Acquisition Period
Amount to be released to, or at discretion of Issuer

TENANT QUALITY TESTS

	Requirement		Actual		Result
% of Annualized Revenues for All Tenant Sites from all Tenants (taken together) other than Non-Telephony Tenants	[   ]	%	[   ]	%
% Annualized Revenues for all Additional Tenant Site Assets and Additional Obligor Tenant Site Assets	[   ]	%	[   ]	%

EX-10.2

Exhibit 10.2

Execution Version

GUARANTEE AND SECURITY AGREEMENT

made by

LMRK GUARANTOR CO. LLC,

as Guarantor

in favor of

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee

Dated as of June 16, 2016

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINED TERMS	1
1.1	Definitions	1
1.2	Other Definitional Provisions	2
SECTION 2.	GUARANTEE	2
2.1	Guarantee	2
2.2	No Subrogation	3
2.3	Amendments, etc. with respect to the Obligations	3
2.4	Guarantee Absolute and Unconditional	3
2.5	Reinstatement	4
SECTION 3.	GRANT OF SECURITY INTEREST	4
SECTION 4.	REPRESENTATIONS AND WARRANTIES	4
4.1	Title; No Other Liens	4
4.2	Perfected First Priority Liens	5
4.3	Jurisdiction of Organization	5
4.4	Guarantor Representations	5
SECTION 5.	COVENANTS	6
5.1	Payment of Obligations	6
5.2	Existence; Qualification	6
5.3	Maintenance of Perfected Security Interest; Further Documentation	6
5.4	Changes in Name, etc.	6
5.5	Notices	7
5.6	ERISA	7
5.7	Indebtedness	7
5.8	Liens	7
5.9	Contingent Obligations	7
5.10	Fundamental Change	7
5.11	Single Purpose Covenants	7
5.12	Bankruptcy	10
SECTION 6.	REMEDIAL PROVISIONS	10
6.1	Rights with respect to the Issuer Interest	10
6.2	UCC and Other Remedies	11
6.3	Extinguishment of Obligations	11
SECTION 7.	THE INDENTURE TRUSTEE	11
7.1	Indenture Trustee’s Appointment as Attorney-in-Fact, etc.	11
7.2	Duty of Indenture Trustee	12
7.3	Filing of Financing Statements	12
7.4	Authority of Indenture Trustee	12
7.5	Concerning the Indenture Trustee	13
SECTION 8.	MISCELLANEOUS	13
8.1	Amendments in Writing	13

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8.2	Notices	13
8.3	No Waiver by Course of Conduct; Cumulative Remedies	13
8.4	Enforcement Expenses; Indemnification	13
8.5	Successors and Assigns	13
8.6	Counterparts	14
8.7	Severability	14
8.8	Section Headings	14
8.9	GOVERNING LAW	14
8.10	Submission To Jurisdiction; Waivers	14
8.11	Acknowledgements	14
8.12	Releases	15
8.13	WAIVER OF JURY TRIAL	15
8.14	No Petition	15
8.15	No Recourse	15

SCHEDULES

Schedule 1 Notice Addresses

ii

GUARANTEE AND SECURITY AGREEMENT

GUARANTEE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 16, 2016 made by LMRK Guarantor Co. LLC, a Delaware limited liability company (the “Guarantor”), in favor of Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”) under the indenture, dated as of June 16, 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LDAC 8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LDAC 9”) and LD Acquisition Company 10 LLC, a Delaware limited liability company (“LDAC 10” and, together with LDAC 8 and LDAC 9, the “Original Asset Entities” and, together with any entity that becomes a party thereto after the date thereof as an “Additional Asset Entity” pursuant to a Joinder Agreement in substantially the form of Exhibit H thereto, the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”), and the Indenture Trustee and is acknowledged and agreed to by the Indenture Trustee.

W I T N E S S E T H:

WHEREAS, pursuant to the Indenture, the Issuer shall issue the Series 2016-1 Notes on the Initial Closing Date and may issue additional Series of Notes from time to time following the Initial Closing Date that in each case are guaranteed by the Asset Entities upon the terms and subject to the conditions set forth therein;

WHEREAS, the Issuer is a subsidiary of the Guarantor; and

NOW, THEREFORE, in consideration of the premises and to induce the Indenture Trustee and the Obligors to enter into the Indenture, the Guarantor hereby agrees with the Indenture Trustee, for the ratable benefit of the Secured Parties (as defined below), as follows:

SECTION 1.DEFINED TERMS

1.1Definitions.

(a)Unless otherwise defined herein (including in the preamble and recitals hereto), terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture, and the following terms used herein are as defined in the New York UCC:  Proceeds and Supporting Obligations.

(b)The following terms shall have the following meanings:

“Additional Asset Entity”:  as defined in the preamble hereto.

“Agreement”:  as defined in the preamble hereto.

“Asset Entities”:  as defined in the preamble hereto.

“Collateral”:  as defined in Section 3.

“Guarantor”:  as defined in the preamble hereto.

“Guarantor Obligations”:  with respect to the Guarantor, all obligations and liabilities of the Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2), whether on account of guarantee obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Indenture Trustee, to the Backup Manager (including, if applicable, in its capacity as successor Manager) or to the Servicer that are required to be paid by the Guarantor pursuant to the terms of this Agreement).

“Issuer”:  as defined in the preamble hereto.

“Issuer Interest”:  the limited liability company interests of the Guarantor in the Issuer.

“New York UCC”:  the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations”:  the collective reference to the principal amount of all Notes, accrued interest thereon, any prepayment consideration payable with respect to the Notes and all other obligations, liabilities and indebtedness to be paid by or performed by the Guarantor or any of the Obligors (including, without limitation, interest accruing at the then applicable rate provided in the Indenture after the maturity of the Notes and interest accruing at the then applicable rate provided in the Indenture after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to an Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Indenture Trustee, the Backup Manager, the Servicer or in respect of the Notes or any of the other Transaction Documents, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture or the other Transaction Documents, in each case whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Indenture Trustee, the Backup Manager, or the Servicer that are required to be paid by the Obligors pursuant to the terms of any of the Transaction Documents).

“Obligors”:  as defined in the preamble hereto.

“Original Asset Entities”:  as defined in the preamble hereto.

“Secured Parties”:  the Indenture Trustee, the Noteholders, the Manager, the Backup Manager and the Servicer.

1.2Other Definitional Provisions. Unless the context otherwise requires:

(a)The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2.GUARANTEE

2.1Guarantee.

(a)The Guarantor hereby unconditionally and irrevocably guarantees to the Indenture Trustee, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and

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assigns, the prompt and complete payment and performance by the Obligors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The guarantee provided hereunder is a guarantee of payment when due and not of collectability, and is a primary obligation of the Guarantor and not merely a contract of surety.

(b)The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full.

2.2No Subrogation.  Notwithstanding any payment made by the Guarantor hereunder, the Guarantor shall not be entitled to be subrogated to any of the rights of the Secured Parties against the Obligors or any collateral security or guarantee or right of offset held by the Secured Parties for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from the Obligors in respect of payments made by the Guarantor hereunder, until the Obligations are paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Indenture Trustee, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Indenture Trustee in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Indenture Trustee, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Indenture Trustee may determine.

2.3Amendments, etc. with respect to the Obligations.  The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Indenture Trustee may be rescinded and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Indenture Trustee, and the Indenture and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Indenture Trustee may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Indenture Trustee for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  The Indenture Trustee shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.4Guarantee Absolute and Unconditional.  The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Indenture Trustee upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Obligors and the Guarantor, on the one hand, and the Indenture Trustee on behalf of the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2.  The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Obligors with respect to the Obligations.  The Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Indenture or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Indenture

3

Trustee, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Obligors or any other Person against the Indenture Trustee or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Obligors or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Obligors for the Obligations, or of the Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance.  When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Indenture Trustee may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Obligors or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Indenture Trustee to make any such demand, to pursue such other rights or remedies or to collect any payments from the Obligors or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of an Obligor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Indenture Trustee against the Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.5Reinstatement.  The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Indenture Trustee, the Servicer or any holder of a Note upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of an Obligor or the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, an Obligor or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

SECTION 3.GRANT OF SECURITY INTEREST

The Guarantor hereby grants to the Indenture Trustee, for the benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafter acquired by the Guarantor or in which the Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantor Obligations and the Obligations:

(a)all of the limited liability company interests in the Issuer;

(b)to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and

(c)all books and records pertaining to any and all of the foregoing.

SECTION 4.REPRESENTATIONS AND WARRANTIES

The Guarantor hereby represents and warrants to the Indenture Trustee and each Secured Party that:

4.1Title; No Other Liens.  Except for the security interest granted to the Indenture Trustee pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture, the

4

Guarantor owns each item of the Collateral free and clear of any and all Liens or claims of others.  The Guarantor is the record and beneficial owner of, and has good and marketable title to, the limited liability company interests of the Issuer, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement, and such limited liability company interests constitute 100% of the ownership interest in the Issuer.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Indenture Trustee, for the benefit of the Secured Parties, pursuant to this Agreement.

4.2Perfected First Priority Liens.  The security interests granted pursuant to this Agreement (a) constitute valid, perfected (subject to the filing of financing statements pursuant to Section 7.3) security interests in all of the Collateral in favor of the Indenture Trustee, for the benefit of the Secured Parties, as collateral security for the Guarantor Obligations and Obligations, enforceable in accordance with the terms hereof and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Indenture.

4.3Jurisdiction of Organization.  On the date hereof, the Guarantor’s jurisdiction of organization is, and since its formation has been, Delaware. The Guarantor’s legal name is, and since its formation has been, the name set forth on the signature page hereto. The limited liability company interest granted hereunder constitutes “general intangibles” (within the meaning of Section 9-102(a) of the UCC).

4.4Guarantor Representations.

(a)The Guarantor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware.  It has all requisite power and authority to execute, deliver and perform its obligations under each Transaction Document that it has entered into and to perform the terms thereof.

(b)The Guarantor is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

(c)The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action.

(d)The execution, delivery and performance by the Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (1) violate (x) its certificate of formation or limited liability company agreement; (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any Lien (other than Liens permitted by the terms of the Indenture or created hereby) upon its assets.

(e)The execution and delivery by the Guarantor of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other

5

Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained will not cause a Material Adverse Effect.

(f)This Agreement is the legally valid and binding obligation of the Guarantor, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor rights and general equitable principles.

SECTION 5.COVENANTS

The Guarantor covenants and agrees with (and in the case of Sections 5.11 and 5.12 represents and warrants to) the Indenture Trustee that, from and after the date of this Agreement until the Obligations shall have been paid in full:

5.1Payment of Obligations.  The Guarantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of the Guarantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

5.2Existence; Qualification.  The Guarantor at all times will preserve and keep in full force and effect its existence as a limited liability company and all rights and franchises to its business, including its qualification to do business in each state where it is required by law to so qualify, except to the extent that the failure to be so qualified would not have a Material Adverse Effect.

5.3Maintenance of Perfected Security Interest; Further Documentation.

(a)The Guarantor shall not take any action contrary to, and shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)At any time and from time to time, upon the written request of the Indenture Trustee, and at the sole expense of the Guarantor, the Guarantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Indenture Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby ; provided, however, that notwithstanding the foregoing, in no event shall the Indenture Trustee be responsible or liable for monitoring or maintaining the perfection, continuation of perfection or priority of any security interest created by this Agreement.

5.4Changes in Name, etc.  The Guarantor will not, except upon prior written notice to the Indenture Trustee and delivery to the Indenture Trustee of all additional financing statements and other documents reasonably requested by the Indenture Trustee to maintain the validity, perfection and priority of the security interests provided for herein, (i) change its jurisdiction of organization from that referred to

6

in Section 4.3 or (ii) change its name. The Guarantor will not permit the limited liability company interest granted hereunder to become investment property (within the meaning of Section 9-102(a) of the UCC).

5.5Notices.  The Guarantor will advise the Indenture Trustee promptly, in reasonable detail, of any Lien (other than security interests created hereby or Liens permitted under the Indenture) on any of the Collateral.

5.6ERISA.

(a)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Guarantor shall not establish any Employee Benefit Plan or Multiemployer Plan, or commence making contributions to (or become obligated to make contributions to) any Employee Benefit Plan or Multiemployer Plan.

(b)Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Guarantor shall not: (i) engage in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of applicable Similar Law; or (ii) except as may be necessary to comply with applicable laws, establish or amend any Employee Benefit Plan which establishment or amendment could result in liability to the Obligors or any ERISA Affiliate or increase the benefits obligation of the Obligors; provided that if the Guarantor is in default of this covenant under subsection (i), the Guarantor shall be deemed not to be in default if such default results solely because (x) any portion of the Notes have been, or will be, funded with plan assets of any Plan and (y) the purchase or holding of such portion of the Notes by such Plan constitutes a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of applicable Similar Law.

5.7Indebtedness.  The Guarantor shall not create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than Permitted Indebtedness.

5.8Liens.  The Guarantor shall not create, incur, assume or permit to exist any Lien on or with respect to the Collateral except Permitted Encumbrances.

5.9Contingent Obligations.  Other than Permitted Indebtedness, the Guarantor shall not create or become or be liable with respect to any Contingent Obligation.

5.10Fundamental Change.  Except as otherwise expressly permitted by the Indenture, the Guarantor shall not (i) amend, modify or waive any term or provision of its limited liability company agreement or other organizational documents so as to violate or permit the violation of Section 5.11, unless required by law; or (ii) liquidate, wind-up or dissolve.  The Guarantor shall not assign, pledge or otherwise transfer or dispose of any of its limited liability company interests in the Issuer, except for the pledge hereunder in favor of the Indenture Trustee (or any assignment or transfer in connection with the exercise of remedies hereunder or under the Indenture).

5.11Single Purpose Covenants.

(a)The Guarantor has not owned, and does not own and will not own any assets other than (i) its direct ownership interest in the Issuer and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity.

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(b)The Guarantor has not engaged in and will not engage in any business, directly or indirectly, other than the ownership and management of the Issuer Parties.

(c)The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant).

(d)The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party.

(e)The Guarantor reasonably expects to remain solvent and pay its own liabilities, indebtedness, and obligations of any kind from its own separate assets as the same shall become due and reasonably expects to maintain adequate capital for its obligations in light of its contemplated business operations; provided, however, that the foregoing shall not require the Guarantor to make additional capital contributions or provide other financial support to any other Issuer Party.

(f)The Guarantor has done or caused to be done and will do all things necessary to preserve its existence, and will not amend, modify or otherwise change its limited liability company agreement or other organizational documents in any manner with respect to the matters set forth in this Section 5.11.

(g)The Guarantor has continuously maintained, and shall continuously maintain, its existence and qualification to do business in all states necessary to carry on its business.

(h)The Guarantor has conducted and operated, and will conduct and operate, its business as presently contemplated with respect to ownership of the Issuer.

(i)The Guarantor has maintained, and will maintain, books and records and bank accounts separate from those of its Related Parties and will maintain financial statements that are separate from such Affiliates; provided, however, that the Guarantor’s assets may be included in consolidated financial statements of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor and its subsidiaries from such Affiliates and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be included in the Guarantor’s own separate balance sheet.

(j)Except as contemplated by the Management Agreement, the Guarantor has at all times held, and will continue to hold, itself out to the public as, a legal entity separate and distinct from any other Person (other than the other Issuer Parties) and not as a department or division of any Person and will promptly correct any known misunderstandings regarding its existence as a separate legal entity.

(k)The Guarantor will have a sufficient number of employees (if any) in light of its contemplated business operations and shall pay the salaries of its own employees, if any, solely from its own funds.

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(l)The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates (including, without limitation, any shared office space).

(m)The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties).

(n)The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law.

(o)The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding up, in whole or in part.

(p)The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents).

(q)The Guarantor has not commingled or permitted to be commingled, and will not commingle or permit to be commingled, its funds or other assets with those of any other Person (other than each other Issuer Party, or as may be held by Manager, as agent, pursuant to the terms of the Management Agreement).  The Guarantor will ensure that funds belonging to it will be clearly traceable at each step in any financial transaction.

(r)The Guarantor has and will maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party.

(s)The Guarantor does not and will not hold itself out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any obligations of another Issuer Party, including the Obligations).

(t)The Guarantor has not guaranteed or otherwise become liable in connection with any obligation of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on or in connection with any obligation (other than the Obligations) of any other Person (other than the other Issuer Parties) that remains outstanding.

(u)The Guarantor has not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, shall not hold, title to its assets other than solely in its own name.

(v)The Guarantor shall comply in all material respects with all of the assumptions, statements, certifications, representations, warranties and covenants regarding or made by it contained in or appended to the nonconsolidation opinion delivered on the Initial Closing Date.

(w)The Guarantor has conducted, and will continue to conduct, its business solely in its own name.

(x)The Guarantor has observed, and will continue to observe, all limited liability company formalities.

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(y)The Guarantor has not formed, acquired or held any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuer.

5.12Bankruptcy.

(a)The Guarantor shall not, without the prior unanimous written consent of its board of directors, including the independent directors of such board, institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against itself; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or a substantial part of its property; make or consent to any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due.

(b)The Guarantor has and at all times shall maintain at least two (2) independent directors on its board of directors, who shall be selected by its member.

SECTION 6.REMEDIAL PROVISIONS

6.1Rights with respect to the Issuer Interest.

(a)Unless an Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest and, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document.

(b)If an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantor, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c)The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trustee.

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(d)Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

6.2UCC and Other Remedies.  If an Event of Default shall occur and be continuing, the Indenture Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, the Indenture Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Indenture Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Indenture Trustee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Guarantor, which right or equity is hereby waived and released.  The Indenture Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Indenture Trustee and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the Indenture, and only after such application and after the payment by the Indenture Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, shall the Indenture Trustee account for the surplus, if any, to the Guarantor.  To the extent permitted by applicable law, the Guarantor waives all claims, damages and demands it may acquire against the Indenture Trustee or any Secured Party arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

6.3Extinguishment of Obligations.  Notwithstanding anything to the contrary in this Agreement, all obligations of the Guarantor hereunder shall be deemed to be extinguished in the event that, at any time, the Issuer, the Guarantor and the Asset Entities have no assets (which shall include claims that may be asserted by the Issuer, the Guarantor and the Asset Entities with respect to contractual obligations of third parties to the Issuer, the Guarantor and the Asset Entities).  To the fullest extent permitted by applicable law, no further claims may be brought against any of the Guarantor’s directors or officers or against their shareholders, partners or members, as the case may be, for any such obligations.

SECTION 7.THE INDENTURE TRUSTEE

7.1Indenture Trustee’s Appointment as Attorney-in-Fact, etc.

(a)The Guarantor hereby irrevocably constitutes and appoints the Indenture Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor and in the name of the

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Guarantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement.  Anything in this Section 7.1(a) to the contrary notwithstanding, the Indenture Trustee agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.

(b)If the Guarantor fails to perform or comply with any of its agreements contained herein, the Indenture Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)The expenses of the Indenture Trustee incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate payable in respect of Servicing Advances, from the date of payment by the Indenture Trustee to the date reimbursed by the Guarantor, shall be payable by the Guarantor to the Indenture Trustee on demand.

(d)The Guarantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2Duty of Indenture Trustee.  The Indenture Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Indenture Trustee deals with similar property for the account of third parties.  None of the Indenture Trustee, any Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Guarantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Indenture Trustee hereunder are solely to protect the Indenture Trustee’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Indenture Trustee or any Secured Party to exercise any such powers.  The Indenture Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither any of its officers, directors, employees or agents shall be responsible to the Guarantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.

7.3Filing of Financing Statements.  Pursuant to any applicable law, the Guarantor authorizes the Indenture Trustee to file or record financing statements and other filing or recording documents or instruments (however the Indenture Trustee shall not have the obligation to file or record) with respect to the Collateral without the signature of the Guarantor in such form and in such offices as appropriate to perfect the security interests of the Indenture Trustee under this Agreement.  The Guarantor authorizes the use of the collateral description “all personal property” in any such financing statements.

7.4Authority of Indenture Trustee.  The Guarantor acknowledges that the rights and responsibilities of the Indenture Trustee under this Agreement with respect to any action taken by the Indenture Trustee or the exercise or non-exercise by the Indenture Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Indenture Trustee and the Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Indenture Trustee and the Guarantor, the Indenture Trustee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and

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the Guarantor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

7.5Concerning the Indenture Trustee.  The Indenture Trustee shall be afforded the same rights, protections, immunities and indemnities set forth in the Indenture as if the same were specifically set forth herein.

SECTION 8.MISCELLANEOUS

8.1Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Article XIII of the Indenture.

8.2Notices.  All notices, requests and demands to or upon the Indenture Trustee or the Guarantor hereunder shall be effected in the manner provided for in the Indenture; provided that any such notice, request or demand to or upon the Guarantor shall be addressed to the Guarantor at its notice address set forth on Schedule 1.

8.3No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Indenture Trustee nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Indenture Trustee or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Indenture Trustee or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Indenture Trustee or such Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4Enforcement Expenses; Indemnification.

(a)The Guarantor agrees to pay or reimburse the Indenture Trustee for all its costs and expenses incurred in collecting against the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement, including, without limitation, the fees and disbursements of counsel to the Indenture Trustee.

(b)The Guarantor agrees to pay, and to hold the Indenture Trustee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)The Guarantor agrees to pay, and to hold the Indenture Trustee and each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Issuer would be required to do so pursuant to the Indenture.

8.5Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of the Indenture Trustee and the Secured Parties and their successors and permitted assigns.

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8.6Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic means including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

8.7Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.8Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.9GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

8.10Submission To Jurisdiction; Waivers.  The Guarantor hereby irrevocably and unconditionally:

(a)submits for itself and its property to the jurisdiction of the United Stated federal court sitting in the Borough of Manhattan, the City of New York or, if such federal courts do not have subject matter or diversity jurisdiction for a particular proceeding, in the state courts sitting in the City of New York, Borough of Manhattan in respect of any suit, action or proceeding arising out of or in relation to this Agreement;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Guarantor at its address referred to in Section 8.2 or at such other address of which the Indenture Trustee shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.10 any special, exemplary, punitive or consequential damages.

8.11Acknowledgements.  The Guarantor hereby acknowledges that:

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(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement;

(b)neither the Indenture Trustee nor any Obligor has any fiduciary relationship with or duty to the Guarantor arising out of or in connection with this Agreement or any of the other Transaction Documents, and the relationship between the Guarantor, on the one hand, and the Indenture Trustee and Obligors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby among the Obligors or among the Guarantor and the Obligors.

8.12Releases.  At such time as the Obligations shall have been paid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Indenture Trustee and the Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Guarantor.  At the request and sole expense of the Guarantor following any such termination, the Indenture Trustee shall deliver to the Guarantor any Collateral held by the Indenture Trustee hereunder, and execute and deliver to the Guarantor such documents as the Guarantor shall reasonably request to evidence such termination.

8.13WAIVER OF JURY TRIAL.  THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.14No Petition.

(a)The Indenture Trustee hereby covenants and agrees that it will not at any time institute against the Guarantor, or join in any institution against the Guarantor of, any bankruptcy, reorganization, insolvency or similar proceedings, or other proceedings under any federal, state or foreign bankruptcy or similar law in connection with any obligations hereunder.

(b)Prior to the date that is one year and one day after the date on which the Indenture has been terminated in accordance with its terms and all Obligations thereunder and under the other Transaction Documents have been fully satisfied, the Guarantor shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor.

8.15No Recourse.  No recourse may be taken directly or indirectly with respect to the obligations of the Guarantor hereunder or under the Indenture, any Indenture Supplement, on the Notes, or any certificate or other writing delivered in connection herewith against any partner, owner, beneficiary, officer, director, employee or agent of the Guarantor in its individual capacity, any holder of equity in the Guarantor, except as any such Person has expressly agreed.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Security Agreement to be duly executed and delivered as of the date first above written.

LMRK GUARANTOR CO. LLC
	as Guarantor
By:	/ s / George P. Doyle
	Name: George P. Doyle
	Title: Authorized Officer

ACKNOWLEDGED AND AGREED:

DEUTSCHE BANK TRUST COMPANY AMERICAS
	not in its individual capacity but solely as Indenture Trustee
By:	/ s / Susan Barstock
	Name: Susan Barstock
	Title: Vice President
By:	/ s / Ellen Jean-Baptiste
	Name: Ellen Jean-Baptiste
	Title: Associate

[Signature Page to Guarantee and Security Agreement]

Schedule 1

NOTICE ADDRESSES OF GUARANTOR

LMRK Guarantor Co. LLC

2141 Rosecrans Avenue, Suite 2100

El Segundo, California 90245

Attention: George Doyle

With copies to:

Landmark Infrastructure Partners LP

2141 Rosecrans Avenue, Suite 2100

El Segundo, California 90245

Attention: Legal Department

EX-10.3

Exhibit 10.3

Execution Version

CASH MANAGEMENT AGREEMENT

Dated as of June 16, 2016

among

LMRK ISSUER CO. LLC,
LD ACQUISITION COMPANY 8 LLC,
LD ACQUISITION COMPANY 9 LLC,

LD ACQUISITION COMPANY 10 LLC,

as Obligors,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee and Securities Intermediary

and

LANDMARK INFRASTRUCTURE PARTNERS GP LLC,

as Manager

CASH MANAGEMENT AGREEMENT

CASH MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 16, 2016, among LMRK Issuer Co. LLC, a Delaware limited liability company (the “Issuer”), LD Acquisition Company 8 LLC, a Delaware limited liability company (“LDAC 8”), LD Acquisition Company 9 LLC, a Delaware limited liability company (“LDAC 9”) and LD Acquisition Company 10 LLC, a Delaware limited liability company (“LDAC 10” and, together with LDAC 8 and LDAC 9, the “Original Asset Entities” and, together with any entity that becomes a party hereto after the date hereof as an “Additional Asset Entity” pursuant to a Joinder Agreement in substantially the form of Exhibit H of the Indenture, the “Asset Entities” and, the Asset Entities and the Issuer, collectively, the “Obligors”), Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) and in its capacity as a “securities intermediary” (as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”) and Landmark Infrastructure Partners GP LLC, a Delaware limited liability company (the “Manager”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain indenture, dated as of the date hereof (as the same may from time to time be amended, modified, or otherwise supplemented, the “Indenture”), between the Obligors and the Indenture Trustee, the Issuer has issued secured tenant site contract revenue notes in the principal amount of $116,600,000 on the Initial Closing Date and may issue additional Series of Notes from time to time following the Initial Closing Date (collectively, the “Notes”);

WHEREAS, the obligations of the Obligors are secured by various security interests, mortgages and deeds of trust;

WHEREAS, the Notes are secured by the Collateral;

WHEREAS, pursuant to the Indenture, the Obligors have granted to the Indenture Trustee a security interest in all of their right, title and interest in, to and under the Receipts and other Account Collateral, and have assigned and conveyed to the Indenture Trustee all of their right, title and interest in, to and under the Receipts and other Account Collateral due and to become due to the Obligors or to which the Obligors are now or may hereafter become entitled, arising out of the Tenant Site Assets or any part or parts thereof;

WHEREAS, the Issuer, the Asset Entities and the Manager have entered into a Management Agreement with respect to the Tenant Site Assets, dated as of the date hereof, pursuant to which the Manager has agreed to manage the Tenant Site Assets; and

WHEREAS, in order to fulfill all of the Obligors’ obligations under the Indenture, the Issuer, the Asset Entities and the Manager have agreed that all Receipts will be deposited directly into a Lock Box Account established by the Obligors, and transferred to the Collection Account established under the Indenture. All funds deposited in the Collection Account will be allocated or disbursed in accordance with the terms and conditions hereof and of the Indenture.

NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

(a)Defined Terms.  Capitalized terms not otherwise defined herein (including in the preamble and recitals hereto) shall have the meaning set forth in the Indenture. As used herein, the following terms shall have the following definitions:

“Account Control Agreement” shall mean one or more account control agreements executed by the Issuer or an Asset Entity for the benefit of the Indenture Trustee with respect to the Accounts.

“Additional Asset Entity” shall have the meaning ascribed to it in the preamble hereto.

“Advance Rents Reserve Deposit” shall mean, collectively, the Annual Advance Rents Reserve Deposit, the Semi-Annual Advance Rents Reserve Deposit and the Quarterly Advance Rents Reserve Deposit.

“Agreement” shall have the meaning ascribed to it in the preamble hereto.

“Annual Advance Rents Reserve Deposit” shall mean eleven-twelfths (11/12ths) of the amount of Rent paid by Tenants pursuant to Tenant Leases that require that annual Rent due thereunder be paid in advance in each calendar year; provided, however, if Rents which are to be received as Annual Advance Rents Reserve Deposits are received late, appropriate adjustments shall be made taking into consideration amounts which, but for such late payment of Rent, would have previously been distributed from the Advance Rents Reserve Account had such Rents not been paid late.

“Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

“Extraordinary Receipts” shall mean any receipts of the Asset Entities not included within the definition of Operating Revenues under the Indenture, including receipts from litigation proceedings and tax certiorari proceedings.

“Indenture Trustee” shall have the meaning ascribed to it in the preamble hereto.

“Issuer” shall have the meaning ascribed to it in the preamble hereto.

“Manager” shall have the meaning ascribed to it in the preamble hereto.

“Manager Report” shall have the meaning ascribed to it in the Management Agreement.

“Obligors” shall have the meaning ascribed to it in the preamble hereto.

“Operating Account” shall have the meaning ascribed to it in the Management Agreement.

“Original Asset Entities” shall have the meaning ascribed to it in the preamble hereto.

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“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par (unless the Obligors deposit into the applicable Reserve Account cash in the amount by which the purchase price exceeds par), including those issued by any Servicer or any of its Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the date on which the invested sums are required for payment of an obligation for which the related  Reserve Account was created and meeting one of the appropriate standards set forth below:

(i)obligations the full and timely payment of which are to be made by or are fully guaranteed by the United States of America;

(ii)demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, the certificates of deposit or short term deposits, if any, or long term unsecured debt obligations (other than such obligations whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating of “P-1” from Moody’s or of “F-1+” from Fitch (and is not rated lower than such thresholds by either of Moody’s or Fitch, as applicable) in the case of certificates of deposit or short term deposits, or a rating of “Aaa” from Moody’s or of “AAA” from Fitch (and is not rated lower than such thresholds by either of Moody’s or Fitch, as applicable), in the case of long term unsecured debt obligations;

(iii)commercial paper having, at the earlier of (x) the time of the investment and (y) the time of contractual commitment to invest therein, a rating of “P-1” from Moody’s or of “F-1+” from Fitch (and is not rated lower than such thresholds by either of Moody’s or Fitch, as applicable);

(iv)demand deposits or time deposits which are fully insured by the Federal Deposit Insurance Corporation;

(v)bankers’ acceptances which are U.S. dollar denominated issued by any depositary institution or trust company described in clause (ii) above; and

(vi)investments in money market funds (including funds for which the Indenture Trustee or any of its affiliates is an investment manager or advisor) rated “Aaa” from Moody’s or “AAA” from Fitch (and is not rated lower than such thresholds by either of Moody’s or Fitch, as applicable).

Notwithstanding anything in this definition to the contrary, to the extent that the rating methodology or symbols of Moody’s or Fitch changes, an obligation or security for which the ratings set forth above have changed shall be deemed to satisfy the ratings requirements above if the changed rating of such obligation or security is in one of the top three equivalent rating categories from Moody’s or Fitch, as the case may be.

“Pledged Accounts” shall have the meaning ascribed to it in Section 7.01 hereto.

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“Quarterly Advance Rents Reserve Deposit” shall mean two-thirds (2/3rds) of the amount of Rent paid by Tenants pursuant to Tenant Leases that require that quarterly Rent due thereunder be paid in advance; provided, however, if Rents which are to be received as Quarterly Advance Rents Reserve Deposits are received late, appropriate adjustments shall be made taking into consideration amounts which, but for such late payment of Rent, would have previously been distributed from the Advance Rents Reserve Account had such Rents not been paid late.

“Securities Intermediary” shall have the meaning ascribed to it in the preamble hereto.

“Semi-Annual Advance Rents Reserve Deposit” shall mean five-sixths (5/6ths) of the amount of Rent paid by Tenants pursuant to the Tenant Leases that require that semi-annual Rent due thereunder be paid in advance; provided, however, if Rents which are to be received as Semi-Annual Advance Rents Reserve Deposits are received late, appropriate adjustments shall be made taking into consideration amounts which, but for such late payment of Rent, would have previously been distributed from the Advance Rents Reserve Account had such Rents not been paid late.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

(b)Rules of Construction.Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect from time to time;

(iii)“or” is not exclusive;

(iv)“including” means including without limitation;

(v)words in the singular include the plural and words in the plural include the singular;

(vi)all references to “$” are to United States dollars unless otherwise stated;

(vii)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns; and

(viii)the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

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ARTICLE II

THE ACCOUNTS AND RESERVE ACCOUNTS

Section 2.01.   Deposits into Accounts.  The Obligors and the Manager represent, warrant and covenant that:

(a)The Obligors have notified and directed substantially all (and shall promptly direct any Tenants they are or become aware have not been so directed) Tenants under the Tenant Leases to send directly to the Lock Box Account all payments of Receipts (and shall not revoke, modify or cancel such directions or cause or direct any Tenant or other Person to pay any Receipts in any other manner).  Pursuant to the Management Agreement, all available funds on deposit in the Lock Box Account attributable to the Tenant Site Assets (other than Shared Rent which will be transferred at the direction of the Manager), shall be transferred by the Manager to the Indenture Trustee and deposited into the Collection Account within two (2) Business Days of receipt.  The Indenture Trustee may make withdrawals from the Collection Account in accordance with Section 3.03 of the Indenture.

(b)If, notwithstanding the provisions of this Section 2.01, the Obligors or the Manager receives any Receipts from any Tenant Site Assets, or any Extraordinary Receipts, the Obligors or the Manager shall deposit such amounts in the Lock Box Account as promptly as practicable and in any event within four (4) Business Days of receipt.  Provided no Event of Default has occurred and is then continuing, and except as otherwise set forth in the Indenture, Extraordinary Receipts shall be held and applied as Rents in accordance with Article V of the Indenture when and as received.  The Indenture Trustee shall promptly, but in any event prior to each Payment Date, at the written direction of the Manager, transfer any funds on deposit in the Collection Account that were received in the preceding Collection Period but which constitute property of a Person other than an Asset Entity, to an account specified by the Manager or otherwise as directed by the Manager.

(c)On each Payment Date, the Indenture Trustee shall deposit the Advance Rents Reserve Deposits on deposit in the Collection Account into the Advance Rents Reserve Account as set forth in the Servicing Report.

(d)If the Obligors or the Manager receive any Insurance Proceeds or Condemnation Proceeds, the Obligors or the Manager shall, at the Issuer’s election, (i) deposit such amounts in the Liquidated Site Replacement Account within four (4) Business Days of receipt and provide written notice to the Indenture Trustee prior to such deposit or (ii) deposit such amounts to the Collection Account for prepayment of the Notes on the Payment Date immediately following such election.

Section 2.02.   Account Name.  The Collection Account, the Reserve Accounts, the Liquidated Site Replacement Account and any Site Acquisition Account shall each be in the name of the Issuer in which Accounts the Indenture Trustee will hold a security interest for the benefit of the Noteholders; provided, however, that in the event the Indenture Trustee resigns or is replaced pursuant to the terms of the Indenture, each of the Indenture Trustee (with respect to the Accounts other than the Lock Box Account, the Collection Account and any Site Acquisition Accounts), the Collection Account Bank (with respect to the Collection Account) and any Site Acquisition Account Bank (with respect to any Site Acquisition Account) shall change the secured party on each Account to the name of the successor indenture trustee.

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Section 2.03.   Eligible Accounts/Characterization of Accounts.  The Lock Box Account shall be an Eligible Account subject to an Account Control Agreement. Each Account (other than the Lock Box Account) shall be a Pledged Account subject to the terms set forth in Article VII herein.

Section 2.04.   Permitted Investments.  Sums on deposit in the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be invested in Permitted Investments.  Except during the existence of an Event of Default, the Manager shall direct the Indenture Trustee in writing to invest sums on deposit in the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in Permitted Investments; provided, however, in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than one Business Day prior to a Payment Date if there are insufficient funds available for the payment of the obligations due on such Payment Date.  In the absence of such written instruction (which shall specify a particular Permitted Investment), such funds shall remain uninvested. After an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge and during the continuance thereof, sums on deposit in the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall remain uninvested unless otherwise directed by the Servicer.  The Obligors hereby irrevocably authorize the Indenture Trustee to apply any income earned from Permitted Investments to the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts in accordance with the priorities set forth in Section 5.01(a) of the Indenture with any such income available on any Payment Date being deemed to be attributable to the immediately preceding Collection Period for such purposes.  The Obligors shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments.  The Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account and the Reserve Accounts shall be assigned the federal tax identification number of the Issuer, which number is set forth on the signature page hereof.  Any dividends or other earnings which may accrue on the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof.  In no event shall the Indenture Trustee be responsible for, or incur any liability with respect to, any investment losses incurred in accordance with the terms of this Agreement.  The parties hereto acknowledge that investments made pursuant to clause (vi) of the definition of Permitted Investments includes mutual funds for which the Indenture Trustee (or any Affiliate of the Indenture Trustee) may serve as investment manager, administrator, shareholder, servicing agent, or custodian or subcustodian, notwithstanding the fact that (i) the Indenture Trustee (or an Affiliate of the Indenture Trustee) receives fees from such funds for services rendered, (ii) the Indenture Trustee charges and collects fees for services rendered pursuant to the Indenture, which fees are separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement and the Indenture may at times duplicate those provided to such funds by the Indenture Trustee or its Affiliates.

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ARTICLE III

DEPOSITS

Section 3.01.    Initial Deposits.

(a)The Obligors shall deposit in the Advance Rents Reserve Account on the date hereof the amount of $955,000.

(b)The Obligors shall deposit in the Impositions and Insurance Reserve Account on the date hereof the amount of $0.

(c)The Obligors shall deposit in the Cash Trap Reserve Account on the date hereof the amount of $0.

Section 3.02.   Additional Deposits.  The Obligors shall make such additional deposits into the Accounts as may be required by the Transaction Documents.

Section 3.03.   Application of Funds from the Collection Account.

(a)Funds on deposit in the Collection Account and the Reserve Accounts shall be applied in accordance with the Indenture.  If the funds in the Impositions and Insurance Reserve Account as of the end of a Collection Period are less than the amount that is required to be in such Reserve Account pursuant to Section 4.03 of the Indenture, the Obligors shall deposit such deficiency into the Impositions and Insurance Reserve Account on or before the Business Day preceding the related Payment Date.  Under no circumstances shall the Indenture Trustee be required to utilize the Cash Trap Reserve to cure any deficiencies in any Reserve Accounts.  To the extent sufficient funds are included within the applicable Reserve Accounts (or, if not sufficient with respect to the Impositions and Insurance Reserve Account, to the extent the Obligors deposit any such deficiency pursuant to this Section 3.03(a)), the Obligors shall be deemed to have satisfied the obligations of the Obligors to make the deposit under the Indenture.  The Obligors shall use all disbursements made to them under Section 5.01(a)(v) of the Indenture solely to pay Operating Expenses in accordance with the Operating Budget.

(b)Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, all funds on deposit in the Collection Account and any Reserve Accounts (or any portion thereof) (other than any Site Acquisition Account) shall be disbursed to or as directed by the Indenture Trustee in accordance with Section 3.05 of the Indenture; provided, however, that any payments on the Notes will be made in accordance with Article V of the Indenture.

(c)As soon as reasonably practicable after the end of each Collection Period, but in any event, no later than three (3) Business Days prior to each Payment Date, the Manager will provide an estimate to the Servicer, for inclusion in the Servicing Report, of the Management Fee that is payable in respect of the preceding Collection Period.  Allocations pursuant to Section 5.01(a)(vi) of the Indenture shall be made on the basis of such estimate.  If as of any Payment Date, the actual Management Fee payable in respect of the preceding Collection Period is not equal to the amount allocated for the payment thereof pursuant to Section 5.01(a)(vi) of the Indenture, then the Management Fee for the current Collection Period shall be adjusted by an amount equal to the deficiency or surplus, as applicable.

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ARTICLE IV

PAYMENT OF FUNDS FROM RESERVE ACCOUNTS

Section 4.01.   Payments From Accounts and Reserve Accounts.

(a)Advance Rents Reserve Account.  The Indenture Trustee shall, as directed in the Servicing Report, cause amounts deposited into the Advance Rents Reserve Account to be released to the Collection Account on the first day of each Collection Period (as if the applicable Tenant had made its payment of Rent on a monthly basis on the first day of such Collection Period) based upon a ratable allocation of such Advance Rents Reserve Deposit over the period for which (i) the Annual Advance Rents Reserve Deposit (i.e., one-eleventh (1/11th) per month over the succeeding eleven (11) months), (ii) the Semi-Annual Advance Rents Reserve Deposit (i.e., one-fifth (1/5th) per month over the succeeding five (5) months), (iii) the Quarterly Advance Rents Reserve Deposit (i.e., one-half (1/2) per month over the succeeding two (2) months) and (iv) the Additional Tenant Site Assets Advance Rents Reserve Deposit (i.e., the number of months of delayed Rent for which such deposit was made), have been paid which amounts shall be allocated and disbursed in accordance with Section 5.01(a) of the Indenture; provided, however, if Rents which are required to be delivered as Advance Rents Reserve Deposits pursuant to clauses (i),(ii) and (iii) are received late, appropriate adjustments shall be made for allocating such Rents over the period for which such deposits are required, taking into consideration amounts which, but for such late payment of Rent, would have previously been distributed from the Advance Rents Reserve Account had such Rents not been paid late.

(b)Impositions and Insurance Reserve Account.  The Indenture Trustee shall, as directed in the Servicing Report, withdraw amounts on deposit in the Impositions and Insurance Reserve Account and distribute such amounts as are required to be distributed pursuant to Section 4.03 of the Indenture.

(c)Cash Trap Reserve Account.  The Indenture Trustee shall, as directed in the Servicing Report, withdraw amounts on deposit in the Cash Trap Reserve Account and distribute such amounts as are required to be distributed pursuant to Section 4.05 of the Indenture.

(d)Yield Maintenance Reserve Accounts.  The Indenture Trustee shall, as directed in the Servicing Report, withdraw amounts on deposit in any Yield Maintenance Reserve Account and distribute such amounts as are required to be distributed pursuant to Section 5.01(b) of the Indenture.

ARTICLE V

PLEDGE OF ACCOUNTS

Section 5.01.   Security for Obligations.

(a)The Obligors have Granted a security interest in the Account Collateral pursuant to the Indenture.  In furtherance thereof the Obligors hereby agree as set forth in this Section 5.01.

(b)The Indenture Trustee shall have with respect to the Account Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.

Section 5.02.   Rights on Default.  Upon the occurrence and during the continuance of an Event of Default, without notice from the Indenture Trustee, (a) neither the Obligors nor the Manager shall have any further right in respect of (including the right to instruct the Indenture Trustee to transfer from) the Accounts, (b) the Indenture Trustee (solely at the written direction of the Servicer) may liquidate and transfer any amounts then invested in

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Permitted Investments to the Accounts or reinvest such amounts in other Permitted Investments as the Servicer may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or to enable the Indenture Trustee to exercise and enforce the Indenture Trustee’s rights and remedies hereunder with respect to any Account Collateral, and (c) the Indenture Trustee (solely at the written direction of the Servicer) may apply any Account Collateral to any Obligations in accordance with the Indenture.

Section 5.03.   Financing Statement; Further Assurances.  The Obligors hereby authorize the Indenture Trustee (however the Indenture Trustee shall not have the obligation) to file a financing statement or statements in connection with the Account Collateral to properly perfect the Indenture Trustee’s security interest therein to the extent a security interest in the Account Collateral may also be perfected by filing.  The Obligors agree that at any time and from time to time, at the expense of the Obligors, the Obligors will promptly execute and deliver all further instruments and documents, and take (or authorize the taking of) all further action, that may be reasonably necessary or desirable, or that the Indenture Trustee or the Servicer may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Indenture Trustee to exercise and enforce its rights and remedies hereunder with respect to any Account Collateral. In the event of any change in name, identity or structure of any Obligor, such Obligor shall notify the Indenture Trustee thereof and such Obligor hereby authorizes the Indenture Trustee (however the Indenture Trustee shall not have the obligation) to file and record such Uniform Commercial Code financing statements (if any) as are reasonably necessary to maintain the priority of Indenture Trustee’s lien upon and security interest in the Account Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof.

Section 5.04.   Termination of Agreement.  This Agreement shall remain in full force and effect until payment and performance in full of the Obligations and the termination of the other Transaction Documents. Upon payment and performance in full of the Obligations, in accordance with their stated terms, this Agreement shall terminate and the Obligors shall be entitled to the return, at their expense, of the Account Collateral that has not been sold or otherwise applied pursuant to the terms hereof, and the Indenture Trustee shall execute such instruments and documents as may be reasonably requested by the Obligors to evidence such termination and the release of the lien hereof.

Section 5.05.   Representations of the Obligors.  The Obligors make the following representations:

(a)The Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Account Collateral in favor of the Indenture Trustee, which security interest (upon execution and delivery of the applicable Account Control Agreement) is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Obligors.

(b)The Obligors own and have good and marketable title to the Account Collateral free and clear of any lien, claim or encumbrance of any Person except as created under the Indenture other than Permitted Encumbrances.

(c)Other than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Obligors have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Account Collateral.  The Obligors have received all consents and

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approvals required by the terms of the Collateral to the transfer to the Indenture Trustee of their interest and rights in the Collateral under the Indenture.

(d)No Obligor has authorized the filing of any financing statements against itself, and no financing statements have been filed against any Obligor, that include a description of collateral covering the Account Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee under the Indenture or that has been terminated.

Section 5.06.   Covenants of the Issuer.  On or before the Business Day preceding each Payment Date, the Issuer shall cause the Manager to provide the Servicer with a statement of Rents received during the immediately preceding Collection Period which represent Rents paid by Tenants pursuant to Tenant Leases that require that annual rent, quarterly rent or semi-annual rent be paid in advance, such that the Servicer may determine for inclusion in the Servicing Report which portion of Rents attributable to such Collection Period constitute the Annual Advance Rents Reserve Deposit, Quarterly Advance Rents Reserve Deposit and Semi-Annual Advance Rents Reserve Deposit, which portions shall be deposited into the Advance Rents Reserve Account. In connection with the acquisition of Additional Tenant Site Assets or Additional Obligor Tenant Site Assets funded from a Site Acquisition Account during the immediately preceding Collection Period in which such Additional Tenant Site Assets were acquired or the related Additional Asset Entity became an Obligor pursuant to a Joinder Agreement in substantially the form of Exhibit H of the Indenture, such statement shall also include for inclusion in the Servicing Report the amount of the Additional Tenant Site Assets Advance Rents Reserve Deposit that was made in respect of such Tenant Site Assets. Such statement shall be accompanied by an Officer’s Certificate and such other documents as may be reasonably required by the Servicer.

ARTICLE VI

RIGHTS AND DUTIES OF INDENTURE TRUSTEE

Section 6.01.   Reasonable Care.  Beyond the exercise of reasonable care in the custody thereof or as otherwise expressly provided herein, the Indenture Trustee shall not have any duty as to any Account Collateral in its possession or control as agent therefor or bailee thereof or any income thereon or the preservation of rights against any Person or otherwise with respect thereto.  The Indenture Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Account Collateral in its possession if the Account Collateral is accorded treatment substantially equal to that which the Indenture Trustee accords similar collateral as a third-party agent, it being understood that the Indenture Trustee shall not be liable or responsible for any loss or damage to any of the Account Collateral, or for any diminution in value thereof, by reason of the act or omission of the Indenture Trustee, its Affiliates, agents, employees or bailees, except to the extent that such loss or damage results from the Indenture Trustee’s fraud, bad faith, gross negligence or willful misconduct.  The Indenture Trustee shall not be responsible for monitoring the Lock Box Account. The standards of care, limitation on liability and rights to indemnities set forth in the Indenture shall apply to the duties and obligations of the Indenture Trustee hereunder.

Section 6.02.   Indemnity.  The Indenture Trustee, in its capacity as such hereunder, shall be responsible for the performance only of such duties as are specifically set forth herein, and no duty shall be implied from any provision hereof.  The Indenture Trustee shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies.

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The Obligors shall, jointly and severally, indemnify, defend and hold the Indenture Trustee, its employees, directors, officers, managers, representatives and agents harmless from and against any loss, liability, expenses, judgments and amounts paid in settlements, cost or damage (including costs and expenses of litigation and investigations, reasonable attorneys’ fees and disbursements) incurred by the Indenture Trustee in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from the Indenture Trustee’s fraud, bad faith, negligence or willful misconduct.  The foregoing indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Indenture Trustee.

Section 6.03.   Indenture Trustee Appointed Attorney-In-Fact.  Upon the occurrence and during the continuance of an Event of Default, the Obligors hereby irrevocably constitute and appoint the Indenture Trustee as the true and lawful attorney-in-fact of the Obligors, coupled with an interest and with full power of substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of the Obligors with respect to the Account Collateral, and do in the name, place and stead of the Obligors, all such acts, things and deeds for and on behalf of and in the name of the Obligors, which the Obligors are required to do hereunder or under the other Transaction Documents or which the Indenture Trustee may deem reasonably necessary or desirable to more fully vest in the Indenture Trustee the rights and remedies provided for herein and to accomplish the purposes of this Agreement including the filing of any applicable Uniform Commercial Code financing statements or continuation statements in appropriate public filing offices on behalf of the Obligors.  Nothing herein shall impose an obligation on the Indenture Trustee to take any such action under this Section 6.03.  The foregoing powers of attorney are irrevocable and coupled with an interest.

Section 6.04.   Acknowledgment of Lien/Offset Rights.  The Indenture Trustee hereby acknowledges and agrees with respect to the Accounts that (a) all funds held in the Accounts shall be held for the benefit of the Indenture Trustee as secured party, (b) the Obligors have granted to the Indenture Trustee, on behalf of the Note Owners (and the Servicer and the Manager, to the extent of the amounts owing to the Servicer and the Manager under the Transaction Documents), a first priority security interest in the Account Collateral, (c) the Indenture Trustee shall not disburse any funds from the Accounts except as provided herein and in the Indenture and (d) the Indenture Trustee shall invest and reinvest any balance of the Collection Account, any Site Acquisition Account, the Liquidated Site Replacement Account or the Reserve Accounts in Permitted Investments in accordance with Section 2.04.  The Indenture Trustee hereby waives any right of offset, banker’s lien or similar rights against, or any assignment, security interest or other interest in, the Account Collateral. Notwithstanding anything in this Section 6.04, the Indenture Trustee may, from time to time, make withdrawals from the Collection Account pursuant to Section 3.03 of the Indenture.

Section 6.05.   Reporting Procedures.  The Indenture Trustee shall make the Indenture Trustee Report available to the Obligors, the Manager and the Servicer which shall specify the credits and charges to the Collection Account for the previous calendar month, as set forth in the Servicing Report.

Section 6.06.   Further Rights of the Indenture Trustee.  The Indenture Trustee shall be entitled to all of the same rights, protections, immunities and indemnities set forth in the Indenture as if the same were specifically set forth herein.

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Section 6.07.   Securities Intermediary Same Rights.  The Securities Intermediary shall be entitled to all of the same rights, protections, immunities and indemnities afforded to the Indenture Trustee under the Indenture as if the same were specifically set forth  herein.

ARTICLE VII

ACCOUNT CONTROL PROVISIONS

Section 7.01.   Establishment and Maintenance of Pledged Accounts.

(a)The Securities Intermediary hereby represents and warrants that it has established and currently maintains the Accounts (other than the Lock Box Account) and that the Indenture Trustee is its sole customer and entitlement holder with respect to each such account.  Each such account and any successor account,  being referred to herein individually as a “Pledged Account” and collectively as the “Pledged Accounts.” The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Indenture Trustee.

(b)The Securities Intermediary represents and warrants that each of the Pledged Accounts are a “securities account” (as defined in Section 8-501 of the UCC).

(c)The Securities Intermediary covenants and agrees that:  (i) all securities or other property underlying any financial assets credited to any Pledged Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities Intermediary; (ii) in no case will any financial asset credited to any Pledged Account be registered in the name of any Obligor, payable to the order of any Obligor or specially indorsed to any Obligor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank and (iii) all property delivered to the Securities Intermediary pursuant to the Transaction Documents will be promptly credited to one of the Pledged Accounts.

Section 7.02.   “Financial Assets” Election.  The Securities Intermediary hereby agrees that each item of property (including, without limitation, all Permitted Investments and any investment property, financial asset, security, instrument or cash) credited to any Pledged Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 7.03.   Indenture Trustee’s Control of the Pledged Accounts.  If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee (i.e., an order directing transfer or redemption of any financial asset relating to a Pledged Account), the Securities Intermediary shall comply with such entitlement order without further consent by any Obligor or any other person. If any Obligor is otherwise entitled to give any entitlement orders with respect to the Pledged Account in accordance with Section 7.04 and such entitlement orders conflict with any entitlement orders of the Trustee, the Securities Intermediary shall comply with the entitlement orders issued by the Indenture Trustee.

Section 7.04.   Obligors’ Access to the Pledged Account.  It is understood and agreed that until this Agreement is terminated in accordance with the terms hereof, the Securities Intermediary shall not comply with entitlement orders of any Obligor or any person other than the

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Trustee without the express written consent of the Indenture Trustee to each such entitlement order.

Section 7.05.   Subordination of Lien; Waiver of Set-Off.   In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any Pledged Account or any financial assets, cash or other property credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee.  The financial assets, money and other items credited to any Pledged Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Trustee.

Section 7.06.   Conflict with Other Agreements.  The Securities Intermediary hereby represents, warrants, covenants and agrees that:

(a)There are no other agreements other than the Transaction Documents entered into between the Securities Intermediary and any Obligor with respect to any Pledged Account;

(b)It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating the Pledged Accounts and/or any financial assets credited thereto pursuant to which it agrees or has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person;

(c)It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any Obligor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with regards to the Pldeged Accounts; and

(d)In the event of any conflict, with respect to the treatment of the Pldeged Accounts, between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.

Section 7.07.   Adverse Claims.  The Securities Intermediary represents and warrants that except for the claims and interest of the Trustee and of any Obligor in the Pledged Accounts, it does not have actual knowledge of any security interest in, lien on or claim to, or other interest in, any Pledged Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto.  If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Accounts or in any financial asset carried therein of which the Securities Intermediary has actual knowledge or receives written notice, the Securities Intermediary will promptly notify the Trustee and the Obligors thereof.

ARTICLE VIII

MISCELLANEOUS

Section 8.01.   Transfers and Other Liens.  The Issuer agrees that it will not (i) sell or otherwise dispose of any of the Account Collateral except in accordance herewith and with the Indenture or (ii) create or permit to exist any Lien upon or with respect to all or any of the Account Collateral, except for the Lien created under the Indenture and Permitted Encumbrances.

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Section 8.02.   Indenture Trustee’s Right to Perform the Obligations of the Obligors; No Liability of Indenture Trustee.  If the Obligors fail to perform any of the covenants or obligations contained herein, and such failure shall continue for a period of ten (10) Business Days after the Issuer’s receipt of written notice thereof from the Indenture Trustee, the Indenture Trustee may, but shall have no obligation to, perform such covenants or obligations, and the reasonable expenses of the Indenture Trustee incurred in connection therewith shall be payable by the Obligors to the Indenture Trustee.  Notwithstanding the Indenture Trustee’s right to perform certain obligations of the Obligors, it is acknowledged and agreed that the Obligors retain control of their Tenant Site Assets and operation thereof and notwithstanding anything contained herein or the Indenture Trustee’s exercise of any of its rights or remedies hereunder, under the Transaction Documents or otherwise at law or in equity, the Indenture Trustee shall not be deemed to be a mortgagee-in-possession of the Tenant Site Assets and shall not be subject to any liability with respect to the Tenant Site Assets or otherwise based upon any claim of lender liability.

Section 8.03.   No Waiver.  The rights and remedies provided in this Agreement and the other Transaction Documents are cumulative and may be exercised independently or concurrently, and are not exclusive of any other right or remedy provided at law or in equity.  No failure to exercise or delay by the Indenture Trustee in exercising any right or remedy hereunder or under the Transaction Documents shall impair or prohibit the exercise of any such rights or remedies in the future or be deemed to constitute a waiver or limitation of any such right or remedy or acquiescence therein.  Every right and remedy granted to the Indenture Trustee hereunder or by law may be exercised by the Indenture Trustee at any time and from time to time, and as often as the Indenture Trustee may deem it expedient.  Any and all of the Indenture Trustee’s rights with respect to the lien and security interest granted hereunder shall continue unimpaired, and the Obligors shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) any proceeding of the Obligors under the Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or statutes of any state, (b) the release or substitution of Collateral at any time, or of any rights or interests therein or (c) any delay, extension of time, renewal, compromise or other indulgence granted by the Indenture Trustee in the event of any default, with respect to the Collateral or otherwise hereunder.  No delay or extension of time by the Indenture Trustee in exercising any power of sale, option or other right or remedy hereunder, and no notice or demand which may be given to or made upon the Obligors by the Indenture Trustee, shall constitute a waiver thereof, or limit, impair or prejudice the Indenture Trustee’s right, without notice (except as required by the Transaction Documents) or demand, to take any action against the Obligors or to exercise any other power of sale, option or any other right or remedy.

Section 8.04.   Expenses.  The Account Collateral shall secure, and the Obligors shall pay to the Indenture Trustee in accordance with the time frames set forth in the Indenture, from time to time, all costs and expenses for which the Obligors are liable under the Indenture and as follows:

(a)The Obligors agree to compensate the Indenture Trustee for performing the services described herein pursuant to the Indenture Trustee fee schedule and Section 11.05 of the Indenture.

(b)The Indenture Trustee shall be entitled to receive the amount of its fees pursuant to Section 3.03 and Article V of the Indenture and shall deliver an invoice of such fees to the Issuer, in accordance with the Indenture.

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(c)If insufficient funds are available to cover the amounts due under this Section 7.04, the Obligors shall pay such amounts to the Indenture Trustee in immediately available funds within five (5) Business Days of demand by the Indenture Trustee.

Section 8.05.   Amendment.  This Agreement may not be amended, terminated or otherwise modified, except by a writing duly executed by the parties hereto and with written notice provided to the Rating Agencies by the Obligors.

Section 8.06.   No Waiver.  No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given.

Section 8.07.   Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns.

Section 8.08.   Notices.  All notices, demands, requests, consents, approvals and other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing and delivered to the parties at the addresses and in the manner provided in Section 15.04 of the Indenture.

Section 8.09.   Captions.  All captions in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose.

Section 8.10.   No Petition.  Prior to the date that is one year and one day after the date on which the Indenture has been terminated in accordance with its terms, all Obligations under the Indenture and under the other Transaction Documents have been fully satisfied, neither the Indenture Trustee nor the Manager shall institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.

Section 8.12.   Governing Law; Submission to Jurisdiction.

(a)THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.  REGARDLESS OF ANY PROVISION IN ANY OTHER TRANSACTION DOCUMENT, FOR PURPOSES OF THE UCC, WITH RESPECT TO EACH PLEDGED ACCOUNT, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S JURISDICTION (WITHIN THE MEANING OF SECTION 8-110 OF THE UCC). THE PLEDGED ACCOUNTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b)EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK,

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BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.

Section 8.13.   Counterparts.  This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 8.14.   Inconsistencies.  To the extent the terms of this Agreement are inconsistent with the terms of the Indenture, the terms of the Indenture shall prevail.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

OBLIGORS:
LMRK ISSUER CO. LLC
LD ACQUISITION COMPANY 8 LLC
LD ACQUISITION COMPANY 9 LLC
LD ACQUISITION COMPANY 10 LLC
By:	/ s / George P. Doyle
	Name:	George P. Doyle
	Title:	Authorized Officer
		Issuer Taxpayer ID #: 81-262439

[Signature Page to Cash Management Agreement]

INDENTURE TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as indenture trustee
By:	/ s / Susan Barstock
	Name:	Susan Barstock
	Title:	Vice President
By:	/ s / Ellen Jean-Baptiste
	Name:	Ellen Jean-Baptiste
	Title:	Associate

[Signature Page to Cash Management Agreement]

SECURITIES INTERMEDIARY: “Deutsche Bank National Trust Company for”
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/ s / Susan Barstock
	Name:	Susan Barstock
	Title:	Vice President
By:	/ s / Ellen Jean-Baptiste
	Name:	Ellen Jean-Baptiste
	Title:	Associate

[Signature Page to Cash Management Agreement]

MANAGER:
LANDMARK INFRASTRUCTURE PARTNERS GP LLC
By:	/ s / George P. Doyle
	Name:	George P. Doyle
	Title:	Authorized Officer

[Signature Page to Cash Management Agreement]

EX-10.4

Exhibit 10.4

Execution Version

MIDLAND LOAN SERVICES, a division of PNC Bank, National Association

as Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee,

SERVICING AGREEMENT

Dated as of June 16, 2016

$116,600,000

Secured Tenant Site Contract Revenue Notes

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01.	Defined Terms	1
Section 1.02.	General Interpretive Principles	8
ARTICLE II
DUTIES OF THE SERVICER; REPRESENTATIONS AND WARRANTIES OF THE SERVICER
Section 2.01.	Servicer to Cooperate with Indenture Trustee	9
Section 2.02.	Servicer Entitled to Rely on Information from Manager	9
Section 2.03.	Taxes, Assessments and Similar Items; Servicing Advances	10
Section 2.04.	Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses	10
Section 2.05.	Annual Statements as to Compliance	13
Section 2.06.	Representations and Warranties of the Servicer	14
Section 2.07.	Access to Certain Information	16
Section 2.08.	Debt Service Advances	17
Section 2.09.	Reporting	18
Section 2.10.	Confidentiality	20
Section 2.11.	Additional Obligations of Servicer	21
Section 2.12.	Servicing Transfer Events; Record Keeping	23
Section 2.13.	Sub-Servicing Agreements	23
Section 2.14.	Servicer and Indenture Trustee to Cooperate	24
Section 2.15.	Title to Equity Interests; Specially Serviced Tenant Site Assets	25
Section 2.16.	Management of Specially Serviced Tenant Site Assets	25
Section 2.17.	Sale of Specially Serviced Tenant Site Asset	26
Section 2.18.	Maintenance of Insurance by the Servicer	29
ARTICLE III
COVENANTS OF INDENTURE TRUSTEE
Section 3.01.	No Amendment of Indenture	29
ARTICLE IV
THE SERVICER
Section 4.01.	Liability of the Servicer	30
Section 4.02.	Merger	30
Section 4.03.	Limitation on Liability of the Servicer	30
Section 4.04.	Servicer Not to Resign	32
Section 4.05.	Rights of the Indenture Trustee in Respect of the Servicer	33
Section 4.06.	Designation of Servicer by the Controlling Class	33

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Section 4.07.	Servicer as Owner of a Note	34
ARTICLE V
SERVICER TERMINATION EVENTS
Section 5.01.	Servicer Termination Events	35
Section 5.02.	Indenture Trustee to Act; Appointment of Successor	38
Section 5.03.	Notification to Noteholders	40
Section 5.04.	Waiver of Servicer Termination Events	40
Section 5.05.	Additional Remedies of Indenture Trustee upon Servicer Termination Event	40
ARTICLE VI
TERMINATION
Section 6.01.	Termination upon Payment of the Notes	40
Section 6.02.	Termination on Issuance of Additional Notes	41
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01.	Amendment	41
Section 7.02.	Counterparts	42
Section 7.03.	Governing Law; Submission to Jurisdiction	42
Section 7.04.	Notices	42
Section 7.05.	Severability of Provisions	43
Section 7.06.	Successors and Assigns; Beneficiaries	43
Section 7.07.	Article and Section Headings	43
Section 7.08.	Notices to and from the Rating Agencies	43
Section 7.09.	Notices to Controlling Class Representative	43
Section 7.10.	Complete Agreement	44
Section 7.11.	No Petition	44

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EXHIBITS

Exhibit A:  Servicer Report

Exhibit B:  Special Servicer Report

Exhibit C: Notice of Acknowledgment

Exhibit D: Acknowledgment of Proposed Servicer

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This Servicing Agreement (this “Agreement”) is dated and effective as of June 16, 2016, between MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as servicer (in such capacity, the “Servicer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as indenture trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”).

WHEREAS, the Issuer will issue certain Notes pursuant to the Indenture;

WHEREAS, pursuant to the Indenture, the Indenture Trustee has agreed to act as indenture trustee with respect to the Notes; and

WHEREAS, the Indenture Trustee and the Obligors desire the Servicer to service the Notes on behalf of the Indenture Trustee, and the Servicer is willing to service the Notes for the Indenture Trustee pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

Section 1.01.   Defined Terms.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01. Capitalized terms, words and phrases not defined in this Section 1.01 (including in the preamble and recitals hereto) will have the meanings ascribed to them in the Indenture.

“Actual/360 Basis” shall mean the accrual of interest calculated on the basis of the actual number of days elapsed during the relevant period in a year assumed to consist of 360 days.

“Advance Interest” shall mean the interest accrued on any Advance for each day on which such Advance is outstanding at a rate of interest (compounded monthly) equal to the Prime Rate plus 3% for each such day on an Actual/360 Basis, all in accordance with Section 2.03(d) or Section 2.08(c), as applicable.

“Agreement” shall mean this Servicing Agreement, as it may be amended, modified, supplemented or restated following the Initial Closing Date.

“Annual Performance Certification” shall have the meaning assigned thereto in Section 2.05.

“Debt Service Advance” shall mean the advance required to be made by the Servicer (to the extent so provided in Section 2.08) on the Business Day preceding each Payment Date in an amount equal to the excess of (i) the Monthly Payment Amount for such Payment Date over (ii) the amount of funds on deposit in the Collection Account

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available to pay such amount in accordance with the distribution priorities set forth in Section 5.01(a)(iv) of the Indenture on such date.

“Defaulting Party” shall have the meaning assigned thereto in Section 5.01(b).

“Designated Person” shall have the meaning assigned thereto in Section 4.06.

“Equity Interest” shall mean, with respect to any Obligor, the capital stock, membership interests or other equity interests of such entity.

“Fannie Mae” shall mean Fannie Mae, formerly known as Federal National Mortgage Association.

“Freddie Mac” shall mean Freddie Mac, formerly known as Federal Home Loan Mortgage Corporation.

“Indenture” shall mean that certain Indenture dated as of June 16, 2016, between the Obligors and the Indenture Trustee.

“Indenture Trustee” shall have the meaning ascribed to it in the preamble hereto.

“Information” shall have the meaning ascribed to it in Section 2.10.

“Interested Person” shall mean the Parent, Issuer, any Asset Entity, the Manager, the Backup Manager, the Servicer, any Noteholder, or any Affiliate of any such Person.

“Liquidation Fee” shall mean, with respect to the Notes if they are Specially Serviced Notes, the fee designated as such and payable to the Servicer pursuant to Section 2.04(b).

“Liquidation Fee Rate” shall mean 1.00%.

“Manager Report” shall mean the report prepared by the Manager, substantially in the form of, and containing the information set forth in, Exhibit B to the Management Agreement.

“Midland” shall mean Midland Loan Services, a division of PNC Bank, National Association.

“Net Liquidation Proceeds” shall equal, for any Payment Date, all cash amounts (other than Insurance Proceeds or Condemnation Proceeds) received by the Servicer in connection with: (a) the full, discounted or partial liquidation of a Tenant Site Asset (or any proceeds thereof) or any other Collateral or any proceeds thereof (including the Equity Interest of any of the Obligors) following default, through the Servicer’s sale,

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foreclosure sale or otherwise, exclusive of any portion thereof required to be released to the Obligors in accordance with applicable law or the terms and conditions of the Indenture or the other Transaction Documents; or (b) the realization upon any deficiency judgment obtained against the Obligors or the Guarantor during the related Collection Period, net of any expenses incurred by the Servicer in connection with such disposition.

“Nonrecoverable Debt Service Advance” shall mean, as evidenced by a certificate of an authorized officer of the determining party, any portion of a Debt Service Advance previously made or to be made in respect of the Notes that, together with any then outstanding Advances, as determined by the Servicer (or, if applicable, the Indenture Trustee), in its reasonable good faith judgment, will not be ultimately recoverable (with interest thereon) from late payments, Insurance Proceeds, Condemnation Proceeds, Net Liquidation Proceeds or any other recovery on or in respect of the Tenant Site Assets or from any funds on deposit in the Collection Account, giving due consideration to the limited assets of the Asset Entities.  With respect to Debt Service Advances, the Servicer shall not be required to take into account amounts on deposit in the Site Acquisition Accounts and the Yield Maintenance Accounts in making any nonrecoverability determination.  In making such determination, the relevant party may consider only the obligations of the Obligors and the Guarantor under the terms of the Transaction Documents as they may have been modified, the related Tenant Site Assets in “as is” or then-current condition and the timing and availability of anticipated cash flows as modified by such party’s assumptions regarding the possibility and effect of future adverse changes, together with such other factors, including an estimate of future expenses, timing of recovery, the inherent risk of a protracted period to complete liquidation or the potential inability to liquidate collateral as a result of intervening creditor claims or of a bankruptcy proceeding affecting an Obligor or the Guarantor and the effect thereof on the existence, validity and priority of any security interest encumbering the Tenant Site Assets and the Collateral for the Notes, the direct and indirect Equity Interests in the Obligors, available cash on deposit in the Lock Box Account (to the extent attributable to the Tenant Site Assets and excluding Shared Rent) and the Collection Account and the net proceeds derived from any of the foregoing.  The relevant party may update or change its nonrecoverability determination at any time.  Any such determination will be conclusive and binding on the Indenture Trustee (in the case of a determination made by the Servicer) and the Noteholders (in the case of a determination made by the Servicer or the Indenture Trustee) so long as it was made in accordance with the Servicing Standard (in the case of the Servicer).

“Nonrecoverable Servicing Advance” shall mean, as evidenced by a certificate of an authorized officer of the determining party, any portion of a Servicing Advance previously made or to be made in respect of the Notes or a Tenant Site Asset that, together with any then outstanding Advances, as determined by the Servicer (or, if applicable, the Indenture Trustee), in its reasonable good faith judgment, will not be ultimately recoverable (with interest thereon) from late payments, Insurance Proceeds, Condemnation Proceeds, Net Liquidation Proceeds or any other recovery on or in respect of the Tenant Site Assets or from any funds on deposit in the Collection Account, giving due consideration to the limited assets of the Asset Entities.  With respect to Servicing Advances, the Servicer will not be required to take into account amounts on deposit in the

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Site Acquisition Accounts and the Yield Maintenance Reserve Accounts in making any nonrecoverability determination. In making such determination, the relevant party may consider only the obligations of the Obligors and the Guarantor under the terms of the Transaction Documents as they may have been modified, the related Tenant Site Assets in “as is” or then-current condition and the timing and availability of anticipated cash flows as modified by such party’s assumptions regarding the possibility and effect of future adverse changes, together with such other factors, including an estimate of future expenses, timing of recovery, the inherent risk of a protracted period to complete liquidation or the potential inability to liquidate collateral as a result of intervening creditor claims or of a bankruptcy proceeding affecting an Obligor or the Guarantor and the effect thereof on the existence, validity and priority of any security interest encumbering the Tenant Site Assets and the Collateral for the Notes, the direct and indirect Equity Interests in the Obligors, available cash on deposit in the Lock Box Account (to the extent attributable to the Tenant Site Assets and excluding Shared Rent) and the Collection Account and the net proceeds derived from any of the foregoing.  The relevant party may update or change its nonrecoverability determination at any time.  Any such determination will be conclusive and binding on the Indenture Trustee (in the case of a determination made by the Servicer) and the Noteholders (in the case of a determination made by the Servicer or the Indenture Trustee) so long as it was made in accordance with the Servicing Standard (in the case of the Servicer).

“Prime Rate” shall mean for any day, a per annum rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal, from time to time. The Prime Rate shall change effective as of the date of any change as published in The Wall Street Journal.

“Qualified Bidder” shall have the meaning ascribed to it in Section 5.01(b).

“Qualified Insurer” shall mean an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction.

“Representatives” shall have the meaning ascribed to it in Section 2.10.

“Required Claims-Paying Rating” shall mean, with respect to any insurance carrier, in the case of the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 2.18, a claims paying ability rating from Moody’s and Fitch that is not more than two rating categories below the highest rated Notes outstanding, and in any event no lower than “B2” from Moody’s and “B” from Fitch or, if such carrier is not rated by Moody’s and Fitch, a rating of “A” from AM Best.

“Servicer” shall mean Midland, in its capacity as Servicer hereunder, or any successor servicer appointed as herein provided.

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“Servicer Remittance Date” shall mean the Business Day preceding each Payment Date.

“Servicer Termination Event” shall have the meaning assigned thereto in Section 5.01(a).

“Servicing Advances” shall mean all customary, reasonable and necessary out-of-pocket costs and expenses (excluding costs and expenses of the Servicer’s overhead) incurred by the Servicer from time to time in the performance of its servicing obligations, including the costs and expenses incurred in connection with, (a) the preservation, ownership and protection of any Tenant Site Asset which, in the Servicer’s sole discretion exercised in good faith and in accordance with the terms of this Agreement, are necessary to prevent an immediate or material loss to the Asset Entities’ interest in such Tenant Site Asset, (b) the payment of Impositions and Insurance Premiums, (c) any enforcement or judicial proceedings, including court costs, attorneys’ fees and expenses, costs for third party experts, including environmental consultants, (d) certain Site Owner Impositions pursuant to Section 7.04 of the Indenture and (e) any other item specifically identified as a Servicing Advance herein; provided, however, the Servicer or the Indenture Trustee, as applicable, will not be responsible for advancing (i) the cost to cure any failure of the Tenant Site Assets to comply with any applicable law, including any Environmental Law, or to contain, clean up or remedy an environmental condition present at any Tenant Site Asset; (ii) any losses arising with respect to defects in the title to any Tenant Site Asset, or lack of a survey or updated survey; (iii) any costs of Capital Improvements to any Tenant Site Asset other than those necessary to prevent an immediate or material loss to the Asset Entities’ interest in such Tenant Site Asset; (iv) amounts required to cure any damages resulting from causes not required to be insured under the Indenture, and not so insured; or (v) any amounts necessary to fund the Reserves.

“Servicing Fee” shall mean the fee designated as such and payable to the Servicer pursuant to Section 2.04(a).

“Servicing Fee Rate” shall mean 0.04% per annum.

“Servicing File” shall mean any documents (including any correspondence files) in the possession of the Servicer and relating to the servicing of the Notes.

“Servicing Officer” shall mean any officer or employee of the Servicer involved in, or responsible for, the administration and servicing of the Notes, whose name and specimen signature appear on a list of servicing officers furnished by the Servicer to the Indenture Trustee on the Initial Closing Date, as such list may be amended from time to time by the Servicer.

“Servicing Report” shall have the meaning assigned thereto in Section 2.09(a).

“Servicing Standard” shall mean, with respect to the Servicer and any Sub-Servicers, to service and administer the Notes in accordance with the following

5

standards: (i) with the same care, skill, prudence and diligence with which the Servicer generally services and administers comparable obligations for other third parties, giving due consideration to customary and usual standards of practice of prudent servicing by institutional servicers; (ii) with a view to timely payment of all scheduled payments of interest on the Notes and, if any of the Notes come into and continue in default, the maximization of the recovery on the Notes to the Noteholders, on a net present value basis (the relevant discounting of anticipated collections that will be distributable to the Noteholders to be performed at the Note Rates for the Notes), (iii) in accordance with applicable law and (iv) without regard to (A) any relationship that the Servicer or any Affiliate thereof may have with the Issuer, the Asset Entities, the Manager, any Tenant, any of their respective Affiliates or any other party to the Transaction Documents; (B) the ownership of any Note by the Servicer or any Affiliate thereof; (C) the obligation of the Servicer to make Debt Service Advances or Servicing Advances; (D) the right of the Servicer or any Affiliate thereof to receive compensation for its services or reimbursement of costs, generally under this Agreement or with respect to any particular transaction; and (E) any debt of the Issuer, the Asset Entities or any Affiliate thereof held by the Servicer or any Affiliate thereof.

“Servicing Transfer Event” shall mean any of the following events:

(a)the occurrence of any monetary or material non-monetary Event of Default; or

(b)the Servicer determines, in its reasonable, good faith judgment, that a Default (other than a Servicing Transfer Event described in clause (a) above) has occurred that is reasonably likely to materially impair the value of any material portion of the Collateral or the Assets, including the Tenant Site Assets, the Tenant Leases and the proceeds from any of the foregoing; or

(c)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary action against any Obligor or the Guarantor under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against any Obligor or the Guarantor; or

(d)the Guarantor or an Obligor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to such Obligor or the Guarantor; or

(e)an Obligor or the Guarantor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations; or

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(f)the Servicer shall have received notice of an intervening Lien that is material to the Noteholders and is not a Permitted Encumbrance or the Servicer’s notice of a foreclosure of any intervening Lien encumbering a material potion of the Collateral or the other Assets, including the Tenant Site Assets, the Tenant Leases and the proceeds from any of the foregoing.

“Special Servicing Fee” shall mean the fee designated as such and payable to the Servicer pursuant to the first paragraph of Section 2.04(b).

“Special Servicing Fee Rate” shall mean 0.15% per annum.

“Special Servicing Report” shall have the meaning assigned thereto in Section 2.09(a).

“Specially Serviced Tenant Site Assets” shall mean (i) all Tenant Site Assets if the Indenture Trustee becomes the owner of the Equity Interests of the Issuer or (ii) the Tenant Site Assets of a particular Asset Entity if the Indenture Trustee becomes the owner of the Equity Interests of such Asset Entity.

“Specially Serviced Notes” shall mean the Notes during any period from the occurrence of a Servicing Transfer Event until such Notes cease to constitute Specially Serviced Notes in accordance with the following sentence.  The Notes shall cease to be Specially Serviced Notes at such time as no Servicer Transfer Event exists that would cause the Notes to continue to be (or thereafter again be) characterized as Specially Serviced Notes and such of the following as are applicable occur: (i) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to the failure of the Obligors to pay any amount due on the Notes, the Obligors have paid all delinquent amounts and thereafter made three consecutive full and timely Monthly Payment Amounts under the terms of the Indenture (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving any Obligor or by reason of a modification, waiver or amendment granted or agreed to by the Servicer); (ii) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event that relate to a material non-monetary Event of Default, or with respect to the circumstances described in clauses (b) and (f) of the definition of Servicing Transfer Event, such Event of Default or default, as the case may be, is cured; or (iii) with respect to the circumstances described in clauses (c), (d) or (e) of the definition of Servicing Transfer Event, such circumstances cease to exist in the reasonable, good faith judgment of the Servicer; and, with respect to clauses (i), (ii) and (iii) of this sentence, the Issuer has reimbursed the Servicer and the Indenture Trustee, as applicable, for then outstanding Advances, including Advance Interest thereon, and Additional Issuer Expenses, and paid the Servicer and/or the Indenture Trustee, as applicable, for unpaid fees then due to the Servicer and the Indenture Trustee.

“Sub-Servicer” shall mean any Person with which the Servicer has entered into a Sub-Servicing Agreement.

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“Sub-Servicing Agreement” shall mean the written contract between the Servicer and another Person relating to servicing and administration of the Notes as provided in Section 2.13.

“Successful Bidder” shall have the meaning assigned thereto in Section 5.01(b).

“Tenant Site Asset Acquisition Fee” shall mean the fee designated as such and payable to the Servicer pursuant to Section 2.04(b).

“Tenant Site Asset Release/Substitution Fee” shall mean the fee designated as such and payable to the Servicer pursuant to Section 2.04(b).

“Transaction Structuring Fee” shall mean a fee equal to 0.04% on the Initial Class Principal Balance of all Classes of the Notes Outstanding on the Closing Date which shall be payable on the Initial Closing Date.

“Workout Fee” shall mean the fee designated as such and payable to the Servicer pursuant to Section 2.04(b).

“Workout Fee Rate” shall mean 1.00%.

Section 1.02.   General Interpretive Principles.  For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(ii)accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles as in effect from time to time;

(iii)references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(iv)a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(v)the words “herein,” “hereof,” “hereunder,” “hereto,” “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

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(vi)the terms “include” and “including” shall mean without limitation by reason of enumeration;

(vii)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; and

(viii)references to a Person are also to its permitted successors and assigns.

ARTICLE II

DUTIES OF THE SERVICER; REPRESENTATIONS AND WARRANTIES OF THE SERVICER

Section 2.01.   Servicer to Cooperate with Indenture Trustee.  The Servicer shall, in accordance with the Servicing Standard, perform all duties and functions explicitly ascribed to it in this Agreement and the other Transaction Documents on and after the date hereof.  In connection with the performance of its obligations under this Agreement and any other Transaction Document, the Servicer is hereby authorized to direct the Indenture Trustee to withdraw funds from the Collection Account and Reserve Accounts and direct the application of such funds in accordance with this Agreement or the applicable Transaction Document. The Indenture Trustee hereby grants to the Servicer the power and authority to perform on its behalf the duties, rights and remedies granted to the Indenture Trustee under the Indenture and the other Transaction Documents to the extent such duties, rights and remedies relate to the servicing and administration of the Tenant Site Assets and related Collateral, and the Indenture Trustee shall have no responsibility or liability for the Servicer’s exercise of such duties, rights and remedies; provided that such grant shall not obligate the Servicer to perform any such duties, rights and remedies (other than those that the Servicer has expressly agreed to perform pursuant to the Transaction Documents).

Section 2.02.   Servicer Entitled to Rely on Information from Manager.  In connection with the performance of its obligations under this Agreement and the other Transaction Documents, the Servicer shall be entitled to conclusively rely upon written information or any certification provided to it by the Manager without the obligation to investigate the accuracy or completeness of any such information or any certification and shall have no liability in reliance thereon. For the avoidance of doubt, the Servicer shall have no obligations with respect to any Site Acquisition Account and is entitled to conclusively rely on all certifications and information provided by the Manager or the Obligors with respect to any Site Acquisition Account and shall have no liability in reliance thereon.

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Section 2.03.   Taxes, Assessments and Similar Items; Servicing Advances; Obligations of the Indenture Trustee Regarding Back-up Servicing Advances.

(a)The Servicer shall with respect to the Notes, and based solely on a certification furnished to it by the Issuer or the Manager pursuant to the Indenture or the Management Agreement, maintain records with respect to the Tenant Site Assets that are Fee Assets reflecting the status (including payment status) of real estate taxes, assessments and other similar items that are or may become a lien thereon and with respect to all Tenant Site Assets, the status (including payment status) of insurance premiums (including renewal premiums) payable in respect thereof and, based solely on such certification, and shall use reasonable efforts to effect or cause the Obligors or the Manager to effect payment thereof prior to the applicable penalty or termination date.  The Servicer shall be entitled to rely on the certification with respect to the foregoing items furnished to it by the Issuer or the Manager, without any obligation to investigate the accuracy or completeness of any information set forth therein, and shall have no liability with respect thereto.

(b)In accordance with the Servicing Standard, the Servicer shall advance with respect to the Tenant Site Assets all such funds as are necessary for the purpose of effecting the timely payment of (i) Impositions and (ii) Insurance Premiums, in each instance if and to the extent that funds in the Impositions and Insurance Reserve Account are insufficient to pay such item when due, and the Servicer has received notice that, or has Knowledge that, the Obligors have failed to pay such item on a timely basis; provided that in the case of amounts described in the preceding clause (i), the Servicer shall not make a Servicing Advance of any such amount if the Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the Obligors on or before the applicable penalty date, in which case the Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid.  Subject to Section 2.03(c), the Servicer shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Servicer that such amounts have not been, or are not reasonably likely to be, paid by the applicable penalty date.  If the Servicer fails to make any Servicing Advance when otherwise required to do so, then, to the extent a Responsible Officer of the Indenture Trustee has Knowledge of such failure on the part of the Servicer, and subject to Section 2.03(c), the Indenture Trustee will be required, if deemed recoverable, to make such Servicing Advance on the Business Day following the day on which the Servicer would have been required to make such Servicing Advance.  The Servicer will also make Servicing Advances to the extent it is required to do so pursuant to Section 7.04(c) of the Indenture.

(c)Notwithstanding anything herein to the contrary, no Servicing Advance shall be required to be made hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.  The determination by the Servicer (or the Indenture Trustee, as applicable) that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made by such Person in its reasonable good faith judgment and shall be evidenced by a certificate of a Servicing Officer delivered to the Indenture Trustee (in the case of the Servicer), setting forth the basis for such determination accompanied by any other material information or reports that the Person making such determination may have obtained and that support such determination, the

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cost of which reports shall be a Servicing Advance.  The Indenture Trustee shall be entitled to rely conclusively on any nonrecoverability determination made by the Servicer with respect to a particular Servicing Advance.  Any such determination will be conclusive and binding on the Indenture Trustee (if such determination is made by the Servicer) and Noteholders so long as it was made in accordance with the Servicing Standard.

(d)The Servicer and the Indenture Trustee shall each be entitled to receive Advance Interest accrued on the amount of each Servicing Advance made thereby (with its own funds) for each day as such Servicing Advance is outstanding and such interest shall be payable out of general collections on deposit in the Collection Account in accordance with the Transaction Documents. The Servicer and the Indenture Trustee will each be entitled to reimbursement of any Advances made by it from funds in the Collection Account, in accordance with the priorities set forth in Section 5.01 of the Indenture (except if an Event of Default has occurred and is continuing or during an Amortization Period, the Servicer and the Indenture Trustee may reimburse itself for Advances with any funds available in the Collection Account without regard to the priorities set forth in Section 5.01 of the Indenture).

(e)In accordance with the Servicing Standard, the Servicer shall take such actions as are necessary to cause any recording, filing or depositing of any financing statement or continuation statement necessary to maintain perfection of the security interests in the Collateral Granted pursuant to the Transaction Documents.

Section 2.04.   Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses.

(a)As compensation for its activities hereunder, the Servicer shall be entitled to receive a fee on each Payment Date for the Interest Accrual Period ending on or immediately preceding such Payment Date (such fee, the “Servicing Fee”).  The Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Servicing Fee Rate on the aggregate Outstanding Class Principal Balance of all Classes of the Notes Outstanding on the first day of such Interest Accrual Period.  The Servicing Fee shall cease to accrue if no Notes are Outstanding.  The Servicing Fee for each Interest Accrual Period shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture. The Servicer shall also be entitled to recover unpaid Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds.

As additional compensation, on the Initial Closing Date, the Servicer shall also be entitled to receive the Transaction Structuring Fee.

After termination or resignation of the Servicer, the Servicer shall not have any rights under this Agreement except as set forth in this Section 2.04, the final sentence of each Section 4.03, Section 4.04, Section 4.06, the second to last paragraph of Section 5.01, Section 5.02 and Section 6.02.

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Subject to the Servicer’s right to employ Sub-Servicers, the right to receive the Servicing Fee or Other Servicing Fees may not be transferred in whole or in part except pursuant to this Section 2.04 and in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement.

The Servicer shall be entitled to receive reasonable out-of-pocket expenses for any consent, approval or other action requested by the Issuer and such expenses shall be payable as Additional Issuer Expenses.

(b)As compensation for its activities hereunder, the Servicer shall be entitled to receive on each Payment Date a fee (the “Special Servicing Fee”) with respect to the Notes when they are Specially Serviced Notes.  The Special Servicing Fee shall accrue on a 30/360 Basis during each Interest Accrual Period at the Special Servicing Fee Rate on the aggregate Class Principal Balance of all Classes of the Notes Outstanding  on the first day of such Interest Accrual Period. The Special Servicing Fee shall cease to accrue if no Notes are Outstanding or when the Notes cease to be Specially Serviced Notes.  Earned but unpaid Special Servicing Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture.  The Servicer shall also be entitled to recover unpaid Special Servicing Fees out of any related Insurance Proceeds, Condemnation Proceeds or Net Liquidation Proceeds.

As further compensation for its activities hereunder, the Servicer shall also be entitled to receive a fee (the “Liquidation Fee”) with respect to any Net Liquidation Proceeds equal to the product of the Liquidation Fee Rate and the amount of such Net Liquidation Proceeds, which shall be payable upon receipt of such proceeds.

As further compensation for its activities hereunder, if, as a result of a workout or restructuring by the Servicer, when the Notes cease to constitute Specially Serviced Notes, the Servicer shall be entitled to receive a fee (the “Workout Fee”); provided that no Workout Fee shall be payable from, or based upon the receipt of, Net Liquidation Proceeds, or out of any Insurance Proceeds or Condemnation Proceeds.  The Workout Fee shall be payable out of, and shall be calculated by the Servicer by application of the Workout Fee Rate to, each payment of interest and principal received on the Notes after the Notes cease to be, and for so long as the Notes are not, Specially Serviced Notes.  The Workout Fee will cease to be payable if a Servicing Transfer Event occurs with respect to the Notes; provided that a new Workout Fee will become payable if and when the Notes again cease to be Specially Serviced Notes (in accordance with the definition thereof).  If the Servicer is terminated or resigns hereunder, it shall retain the right to receive any and all Workout Fees payable in respect of the Notes thereafter, for so long as the Notes are not Specially Serviced Notes during the period that it acted as Servicer and that were still not Specially Serviced Notes at the time of such termination or resignation, or if the Notes would have ceased to have been Specially Serviced Notes at the time of termination or resignation but for the payment of three Monthly Payment Amounts (and the successor servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for the Notes ceases to be payable in accordance with the preceding sentence.  The provisions of the preceding sentence shall survive the termination or resignation of the Servicer hereunder.  Earned but unpaid

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Workout Fees shall be payable in arrears on each Payment Date pursuant to Article V of the Indenture.

As further compensation for its activities hereunder, if an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset is acquired, the Servicer shall also be entitled to receive a processing fee (the “Tenant Site Asset Acquisition Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to such acquisition; provided, however, that in connection with any addition of an Additional Tenant Site Asset or Additional Obligor Tenant Site Asset in connection with an issuance of Additional Notes, such fee is limited to the reimbursement of all reasonable out-of-pocket costs and expenses related to such issuance; provided, further, that the Tenant Site Asset Acquisition Fee shall not be payable in connection with acquisitions funded from a Site Acquisition Account.

As further compensation for its activities hereunder, in case of a disposition or substitution of a Tenant Site Asset, the Servicer is entitled to receive a processing fee (the “Tenant Site Asset Release/Substitution Fee”) equal to $1,000 plus reimbursement of all reasonable out-of-pocket costs and expenses related to each such Tenant Site Asset disposition or substitution made in accordance with the Indenture.

(c)The Servicer shall be required (subject to Section 2.03(c)) to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder including payment of any amounts due and owing to any of the Sub-Servicers retained by it (including, except as provided in Section 2.13, any termination fees) and the premiums for any blanket policy or the standby fee or similar premium, if any, for any master force place policy obtained by it insuring against hazard losses pursuant to the Transaction Documents (but excluding incremental increases to such premiums resulting from the addition of any of the Tenant Site Assets or other Collateral to such coverage, which increases shall be reimbursed as Servicing Advances), if and to the extent that such expenses are not Servicing Advances or expenses payable directly out of the Collection Account in accordance with the Transaction Documents or otherwise, or any Reserve Accounts, and the Servicer shall not be entitled to reimbursement for any such expense incurred by it except as expressly provided in this Agreement and the other Transaction Documents.

(d)In addition to the foregoing, the Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Other Servicing Fees as provided in Section 3.03 of the Indenture or Article IV of the Indenture.  Notwithstanding anything to the contrary set forth herein, the obligation to pay the Servicer Fees earned under this Section 2.04 shall survive the termination of this Agreement and the termination or resignation of the Servicer.

Section 2.05.   Annual Statements as to Compliance.

(a)On or before March 31 of each year, beginning in 2017, the Servicer shall, at its expense, cause a firm of independent public accountants to furnish to the Indenture Trustee a statement generally to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer that

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includes an assertion that the Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial mortgage loans, during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with established criteria, that such representation is fairly stated in all material respects, subject to such exceptions and other qualifications as may be appropriate. In rendering such report, the firm may rely, as to matters relating to the direct servicing of the Notes by a Sub-Servicer with which the Servicer has entered into a Sub-Servicing Agreement relating to servicing and administration of the Notes, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the Servicing Standard, within one (1) year of the report with respect to those Sub-Servicers.

(b)The Servicer shall deliver to the Indenture Trustee on or before March 31 of each year, beginning in 2017, at its own expense, a certificate signed by a Servicing Officer (the “Annual Performance Certification”), to the effect that, to the knowledge of such officer, the Servicer has fulfilled its obligations under this Agreement in all material respects throughout the preceding calendar year (or such shorter period of time in the case of a successor servicer) (and if it has not so fulfilled certain of such obligations, specifying the details thereof), or in the case of the first such certificate, the portion thereof commencing on the Initial Closing Date and ending December 31, 2016.

Section 2.06.   Representations and Warranties of the Servicer.

(a)The Servicer hereby represents and warrants to the Indenture Trustee and for the benefit of the Noteholders, as of the Initial Closing Date and as of the Closing Date with respect to any additional Series of Notes, that:

(i)The Servicer is duly organized, validly existing in good standing as a division of PNC Bank, National Association, and the Servicer is in compliance with the laws of the State in which each of the Tenant Site Assets are located to the extent necessary to ensure the enforceability of the Indenture and to perform its obligations under this Agreement, except where the failure to so qualify or comply would not have a material adverse effect on the ability of the Servicer to perform its obligations hereunder.

(ii)The Servicer’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the reasonable judgment of the Servicer, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer.

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(iii)The Servicer has the full power and authority to enter into and consummate all transactions involving the Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv)This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against the Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(v)The Servicer is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any Governmental Authority, which violation, in the Servicer’s reasonable judgment, is likely to affect materially and adversely either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer.

(vi)No litigation is pending or, to the best of the Servicer’s knowledge, threatened against the Servicer, the outcome of which, in the Servicer’s reasonable judgment, would prohibit the Servicer from entering into this Agreement or that, in the Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect either the ability of the Servicer to perform its obligations under this Agreement or the financial condition of the Servicer.

(vii)The Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 2.18.

(viii)No consent, approval, authorization or order of any Governmental Authority is required for the consummation by the Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or cannot be obtained prior to the actual performance by the Servicer of its obligations under this Agreement and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement.

(b)The representations and warranties of the Servicer set forth in Section 2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Indenture Trustee and the Noteholders for so long as the Notes remain Outstanding.  Upon a Responsible Officer of the Indenture Trustee or the Servicer obtaining Knowledge of a breach of such foregoing representations and warranties that

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materially and adversely affects the interests of the Noteholders, the party discovering such breach shall give prompt written notice thereof, as applicable, to the Indenture Trustee, the Servicer and the Controlling Class Representative, if any.

(c)Any successor servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.06(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization; provided that, if the Indenture Trustee is acting in the capacity as successor servicer, the Indenture Trustee shall have been deemed to have made, as of the date of its succession, the representations and warranties set forth in Section 2.06(a)(i) through Section 2.06(a)(iv) and its agent shall upon its appointment have made the representations and warranties set forth in Section 2.06(v) through Section 2.06(viii).

Section 2.07.   Access to Certain Information.  Subject to the provisions of Section 2.10, the Servicer shall provide or cause to be provided to the Indenture Trustee, the Controlling Class Representative and the Rating Agencies access to any documentation regarding the Notes that are within its control which may be required by this Agreement or by applicable law, except to the extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Noteholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to liability for making such disclosure in the Opinion of Counsel for the Servicer (which counsel may be a salaried employee of the Servicer).  Such access shall be afforded without charge, but only upon reasonable prior written request and during normal business hours (a) at the offices of the Servicer designated by it or (b) alternatively, the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party.  However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 2.07.

Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from the Issuer, any Asset Entity or the Manager.

The Servicer shall produce the reports required of it under this Agreement; provided, however, that the Servicer shall not be required to produce any ad hoc non-standard written reports with respect to the Notes or the Tenant Site Assets.  In the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or the Indenture Trustee) to pay a reasonable fee to cover the costs of the preparation thereof.  Any transmittal of information hereunder, or with respect to the Notes or the Tenant Site Assets, by the Servicer to any Person other than the Indenture Trustee or the Rating Agencies shall be accompanied by a letter from the Servicer containing the following provision:

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By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Notes or the Issuer, or any of its subsidiaries from purchasing or selling such Notes or any securities of the Issuer, in circumstances where the other party to the transaction is not also in possession of such information.  You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Noteholder, Note Owner or prospective purchaser of such Notes or beneficial interest therein.

The Servicer may make available by electronic media certain information and any reports that the Servicer is required to provide pursuant to this Agreement (in addition to delivering such information to the Indenture Trustee as provided herein).

Section 2.08.   Debt Service Advances.

(a)If, on the Servicer Remittance Date, there are insufficient funds on deposit in the Collection Account properly available to pay the Monthly Payment Amount in accordance with the priorities set forth in Article V of the Indenture, then the Servicer will be required to make a Debt Service Advance not later than 1:00 p.m. (New York City time) on the Servicer Remittance Date for the related Payment Date.  To the extent that the Servicer fails to make any Debt Service Advance required hereunder, the Indenture Trustee by 1:00 p.m. (New York City time) on the related Payment Date shall make such Debt Service Advance pursuant to the terms of this Agreement, in each case unless such Advance is determined to be a Nonrecoverable Debt Service Advance.

(b)Notwithstanding anything herein to the contrary, no Debt Service Advance shall be required to be made hereunder if such Debt Service Advance (including interest thereon) would, if made, constitute a Nonrecoverable Debt Service Advance.  For the avoidance of doubt it is understood that the Servicer and the Indenture Trustee are not required to advance any principal due on the Notes, Class A Amortization Amounts, Prepayment Consideration, Post-ARD Additional Interest, Deferred Post-ARD Additional Interest, or any Reserves.  The determination by the Servicer (or the Indenture Trustee, as applicable) that it has made a Nonrecoverable Debt Service Advance or that any proposed Debt Service Advance, if made, would constitute a Nonrecoverable Debt Service Advance, shall be made by such Person in its reasonable good faith judgment and shall be evidenced by a certificate of a Servicing Officer delivered to the Indenture Trustee (in the case of the Servicer), setting forth the basis for such determination accompanied by any other information or reports that the Person making such determination may have obtained and that support such determination, the cost of such reports shall constitute a Servicing Advance.  The Indenture Trustee shall be entitled to rely conclusively on any nonrecoverability determination made by the Servicer with respect to a particular Debt Service Advance.  Any such determination will be conclusive and binding on the Indenture Trustee (if such determination is made by the Servicer) and

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Noteholders so long as it was made in accordance with the Servicing Standard (in the case of the Servicer).

(c)The Servicer and the Indenture Trustee shall each be entitled to receive Advance Interest accrued on the amount of each Debt Service Advance made thereby (with its own funds) for so long as such Debt Service Advance is outstanding. Such interest with respect to any Debt Service Advance shall be payable out of general collections on deposit in the Collection Account in accordance with the Transaction Documents. The Servicer and the Indenture Trustee will each be entitled to reimbursement of any Debt Service Advances made by it, to the extent permitted and in the priorities provided in the Indenture, from funds in the Collection Account in accordance with the priorities set forth in Section 5.01 of the Indenture (except if an Event of Default has occurred and is continuing or during an Amortization Period, the Servicer and the Indenture Trustee may each reimburse itself for Debt Service Advances with any funds available in the Collection Account without regard to the priorities set forth in Section 5.01 of the Indenture).

Section 2.09.   Reporting.

(a)Servicing Reports; Special Servicing Reports.  Subject to Section 2.10, by 12:00 p.m. New York City time on the second Business Day prior to each Payment Date, the Servicer shall (notwithstanding subsection (c) below) provide electronically (or, upon request, by first class mail) to the Indenture Trustee a statement prepared by the Servicer, substantially in the form of, and containing the information set forth in, Exhibit A (the “Servicing Report”) and, if the Notes were Specially Serviced Notes at any time during the related Collection Period, a report, substantially in the form of, and containing the information set forth in, Exhibit B (the “Special Servicing Report”).

Upon receipt of each Manager Report delivered by the Manager pursuant to the Management Agreement, the Servicer shall promptly provide such Manager Report to the Indenture Trustee.

Each Servicing Report and Special Servicing Report shall be in an electronic format that is mutually acceptable to the Servicer and the Indenture Trustee. Each Servicing Report, Special Servicing Report and any written information supplemental to either shall include such information with respect to the Notes that is reasonably required by the Indenture Trustee for purposes of preparing the Indenture Trustee Report, as set forth in reasonable written specifications or guidelines issued by the Indenture Trustee from time to time.  Such information may be delivered to the Indenture Trustee by the Servicer by electronic mail or in such electronic or other form as may be reasonably acceptable to the Servicer and the Indenture Trustee.

On each Payment Date, subject to Section 2.10, the Indenture Trustee shall deliver the then current Indenture Trustee Report and shall forward the Manager Report, the Servicing Report and, if applicable, the Special Servicing Report to each Rating Agency and make such reports available to Noteholders, Note Owners, the Initial

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Purchaser, the Servicer and the Controlling Class Representative via the Indenture Trustee’s password protected website. Neither the Servicer nor the Indenture Trustee shall be liable for dissemination of information in accordance with the Transaction Documents.

(b)Financial Reports.  The Servicer shall make reasonable efforts to collect promptly from the Issuer or the Manager, all operating statements, Rent Rolls and other records required to be provided by them pursuant to the terms of the Transaction Documents.  The Servicer shall promptly review and deliver to the Indenture Trustee and, upon request, deliver to each Rating Agency, copies of all such items as may be collected pursuant to this Agreement.

(c)Information on the Servicer’s Website at Servicer Option.  The Servicer may, but is not required to, make any Servicing Reports, Manager Reports, Indenture Trustee Reports and Special Servicing Reports prepared by it with respect to the Notes, available each month on the Servicer’s internet website only with the use of a password, in which case the Servicer shall provide such password to (i) the Indenture Trustee, the Issuer and the Manager, who by its acceptance of such password shall be deemed to have agreed not to disclose such password to any other Person, (ii) the Initial Purchaser, the Rating Agencies and the Controlling Class Representative, if any and (iii) each Noteholder and Note Owner who requests such password.  In connection with providing access to its internet website, the Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may (other than by the Indenture Trustee) provide indemnification to the Servicer for any liability or damage that may arise therefrom.  Notwithstanding anything to the contrary in this Section 2.09(c), neither the Issuer nor any Affiliate shall be entitled to receive any Special Servicing Report.

(d)Additional Reports at Option of Servicer with Consent of Indenture Trustee.  If the Servicer, in its reasonable judgment, determines (but this provision shall not be construed to impose on the Servicer any obligation to make such a determination in the affirmative or negative at any time) that information regarding the Notes or the Tenant Site Assets (in addition to the information otherwise required to be reported under this Agreement and the other Transaction Documents) should be disclosed to Noteholders and Note Owners, then (a) the Servicer shall be entitled to so notify the Indenture Trustee in writing, in which case the Servicer shall (i) set forth such information in an additional report, (ii) deliver such report to the Indenture Trustee and (iii) deliver a brief description of such report to the Indenture Trustee; and (b) the Indenture Trustee shall (i) make available such report to the Noteholders not later than three (3) Business Days following the receipt thereof from the Servicer and (ii) include, in the comment field of the Indenture Trustee Report for the Payment Date that succeeds its receipt of the relevant information from the Servicer by not less than two (2) Business Days, a brief description of such report (which may be the same description thereof that

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was provided by the Servicer, on which description the Indenture Trustee shall be entitled to rely).

(e)Protections for Indenture Trustee and Servicer. The Indenture Trustee will be entitled to conclusively rely on information supplied to it by the Servicer without independent verification and shall not be responsible for recomputing, recalculating or verifying information provided by the Servicer pertaining to any Servicing Report, Special Servicing Report, Manager Report, Officer’s Certificate or other report.  To the extent that the information required to be furnished by the Servicer is based on information required to be provided by the Guarantor, the Obligors or the Manager, the Servicer’s obligation to furnish such information to the Indenture Trustee, and the Indenture Trustee’s obligation to make such reports available in accordance with the Transaction Documents, will be contingent on its receipt of such information from the relevant Person.  The Servicer will be entitled to rely on information supplied by the Guarantor, the Obligors or the Manager in any case without independent verification.  The failure of the Servicer to disclose any information otherwise required to be disclosed by this Section 2.09 shall not constitute a breach of this Section 2.09 to the extent that the Servicer so fails because such disclosure, in the reasonable belief of the Servicer, would violate Section 2.10 or any applicable law or any provision of a Transaction Document prohibiting disclosure of information with respect to the Notes or a Tenant Site Asset.  The Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with Section 2.10, applicable law and the Servicing Standard.  The Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

(f)Means of Delivery (Servicer).  If the Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Servicer may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a mutually acceptable electronic format or (z) making such statement, report or information available on the Servicer’s internet website, unless this Agreement expressly specifies a particular method of delivery.  Notwithstanding the foregoing, the Indenture Trustee may request delivery in paper format of any statement, report or information required to be delivered to the Indenture Trustee, and clause (z) shall not apply to the delivery of any information required to be delivered to the Indenture Trustee unless the Indenture Trustee consents in writing to such method of delivery.  Notwithstanding any provision to the contrary, the Servicer shall not have any obligation (other than to the Indenture Trustee) to deliver by any other method any statement, notice or report that is then made available on the Servicer’s or the Indenture Trustee’s internet website, provided that it has notified all parties entitled to delivery of such reports, by electronic mail or other notice, to the effect that such statements, notices or reports shall thereafter by made available on such website from time to time.

Section 2.10.   Confidentiality.  Notwithstanding anything herein to the contrary (except with respect to the disposition of Specially Serviced Tenant Site Assets pursuant to Section 2.17), each of the Indenture Trustee and the Servicer hereby agrees to

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keep the Manager Reports, the other reports required to be prepared and delivered pursuant to Section 2.09 and all other information relating to the Obligors and their respective Affiliates received by them pursuant to the Transaction Documents (collectively, the “Information”) confidential, and such Information will not be disclosed or made available to any Person by the Servicer, the Indenture Trustee or any of their respective officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever without the prior written consent of the Issuer, except that the Servicer and the Indenture Trustee may disclose or make available Information (i) to the Indenture Trustee, the Rating Agencies and the Initial Purchaser, (ii) to Note Owners or Noteholders that have delivered a written confirmation in such form as may be acceptable to the Servicer or the Indenture Trustee to the effect that such Person is a legal or beneficial holder of a Note or an interest therein and will keep such Information confidential, (iii) to prospective purchasers of Notes, or interests therein, that have delivered a written confirmation in such form as may be acceptable to the Servicer or the Indenture Trustee to the effect that such Person is a prospective purchaser of a Note or an interest therein, is requesting the Information for use in evaluating a possible investment in Notes and will otherwise keep such Information confidential, (iv) to the Controlling Class Representative or any other Person to whom disclosure is expressly permitted hereby (including, following the occurrence and during the continuance of an Event of Default under the Indenture, a prospective purchaser of any of the Equity Interests), so long as the Controlling Class Representative or such other Person shall have delivered a written confirmation in such form as may be acceptable to the Servicer or the Indenture Trustee) to the effect that such Person will keep such Information confidential, (v) in order to comply with the requirements of Section 11.11 of the Indenture, (vi) that is or becomes publicly known other than by the Servicer or the Indenture Trustee’s breach of this Section 2.10, (vii) if required to do so by any applicable statute, law, rule or regulation, or in working with any taxing authorities or other governmental agencies, (viii) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Servicer or the Indenture Trustee’s business, as applicable, or that of its Affiliates, (ix) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Servicer or the Indenture Trustee, as applicable, or an Affiliate or an officer, director, employer or shareholder thereof is a party, (x) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Servicer or the Indenture Trustee, as applicable, provided that the Servicer or the Indenture Trustee, as applicable, advises such recipient of the confidential nature of the Information being disclosed and obtains confirmation in such form as may be acceptable to the Servicer or the Indenture Trustee to the effect that such Person will keep such Information confidential and (xi) any other disclosure authorized by the Obligors.

Section 2.11.   Additional Obligations of Servicer.

(a)The Servicer shall not be required to pay without reimbursement (as an Additional Issuer Expense) the fees charged by any Rating Agency (i) in respect of Rating Agency Confirmation or (ii) in connection with any other particular matter, unless the Servicer has failed to use efforts in accordance with the Servicing Standard to collect such fees from the Issuer.

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(b)The Servicer shall maintain at its primary servicing office and shall, upon reasonable advance written notice, make available during normal business hours for review by the Indenture Trustee, each Rating Agency and the Controlling Class Representative: (i) the most recent annual, quarterly, monthly and other periodic operating statements relating to the Tenant Site Assets and reports collected by the Servicer pursuant to Section 2.09; (ii) all Servicing Reports and Special Servicing Reports prepared by the Servicer since the Initial Closing Date pursuant to Section 2.09; (iii) all Manager Reports delivered by the Manager since the Initial Closing Date pursuant to the Management Agreement; and (iv) all of the Servicing File in its possession; provided that the Servicer shall not be required to make particular items of information contained in the Servicing File available to any Person if the disclosure of such particular items of information is expressly prohibited by applicable law (or would in the Servicer’s reasonable judgment cause the Servicer to violate any applicable law) or the provisions of the Transaction Documents or if such documentation is subject to claim of privilege under applicable law that can be asserted by the Servicer; provided, further, that, except in the case of the Indenture Trustee and Rating Agencies, the Servicer shall be entitled to recover from any Person reviewing the Servicing File pursuant to this Section 2.11(b) its reasonable out-of-pocket expenses incurred in connection with making the Servicing Files available to such Person.  Except as set forth in the provisos to the preceding sentence, copies of any and all of the foregoing items are to be made available by the Servicer, to the extent set forth in the preceding sentence, upon request; provided, however, the Servicer shall be permitted to require, except from the Indenture Trustee and the Rating Agencies, payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing such service.  The Servicer shall not be liable for the dissemination of information in accordance with this Section 2.11(b).

(c)Prior to causing title to any Tenant Site Asset that is a Fee Asset to be taken in the name of the Indenture Trustee, the Servicer shall conduct such investigations as may be necessary to understand the environmental condition of such Tenant Site Asset and the reasonable likelihood of potential environmental liabilities relating thereto.  Any investigations conducted pursuant to the immediately preceding sentence shall be conducted in scope and substance in a manner reasonably acceptable to the Indenture Trustee, it being acknowledged that a “Phase I” or “Phase II” assessment shall not generally be required, but that depending on the specific facts and circumstances of any Tenant Site Asset, may be required in specific instances.  In no event shall the Servicer cause title to any Tenant Site Asset to be taken in the name of the Indenture Trustee if such Tenant Site Asset is the subject of any material adverse environmental conditions without full disclosure to, and the express written consent of, the Indenture Trustee.  If title to any Obligor’s Equity Interest is acquired by virtue of realization on the Collateral or if indirect ownership of any Tenant Site Asset is otherwise acquired, the Servicer shall require the applicable entities to observe all corporate, limited liability company, limited partnership, or other applicable organizational formalities and protocols, and to observe all separateness covenants set forth in their respective organizational documents, so as to mitigate any potential attempt to pierce the corporate veil of such entities.

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(d)The Servicer shall review and confirm the mathematical accuracy of each certification of the Manager in connection with the addition of Additional Tenant Site Assets or Additional Obligor Tenant Site Assets, as contemplated by Section 2.12(d) of the Indenture.

Section 2.12.   Servicing Transfer Events; Record Keeping.  Upon determining that a Servicing Transfer Event has occurred, the Servicer shall immediately give written notice thereof to the Indenture Trustee, the Rating Agencies and the Controlling Class Representative.  The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event. The Servicer shall be responsible for the servicing and administration of the Notes as Specially Serviced Notes following the occurrence of a Servicing Transfer Event unless and until the Notes are no longer Specially Serviced Notes as set forth in the definition thereof.

Section 2.13.   Sub-Servicing Agreements.

(a)Subject to Section 2.13(e), the Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its obligations hereunder, provided that in each case, the Sub-Servicing Agreement: (i) must be consistent with this Agreement in all material respects and shall not subject the Indenture Trustee to any obligations or liabilities without the written consent of the Indenture Trustee and (ii) expressly or effectively provides that if the Servicer shall for any reason no longer act in such capacity hereunder (including by reason of a Servicer Termination Event), any successor to the Servicer hereunder (including the Indenture Trustee if the Indenture Trustee has become such successor pursuant to Section 5.02) may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Servicer under such agreement or, subject to the provisions of Section 2.13(d), terminate such rights and obligations, in either case without payment of any penalty or termination fee.  References in this Agreement to actions taken or to be taken by the Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations of the Servicer hereunder to make Advances shall be deemed to have been advanced by the Servicer out of its own funds.  For purposes of this Agreement, the Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.  The Servicer shall notify the Indenture Trustee in writing promptly of the appointment by it of any Sub-Servicer, and shall deliver to the Indenture Trustee copies of all Sub-Servicing Agreements and any amendments thereto and modifications thereof entered into by it promptly upon its execution and delivery of such documents. The Servicer shall deliver a copy of any existing Sub-Servicing Agreement to the Indenture Trustee prior to the Initial Closing Date.

(b)Each Sub-Servicer shall be authorized to transact business in the state or states in which a Tenant Site Asset is located, if and to the extent required by applicable law.

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(c)The Servicer, for the benefit of the Indenture Trustee and the Noteholders, shall (at no expense to the other such party or to the Indenture Trustee or the Noteholders) monitor the performance and enforce the obligations of its Sub-Servicers under the Sub-Servicing Agreements.  Such enforcement, including the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its reasonable judgment, would require were it the holder of the Notes.  Subject to the terms of the Sub-Servicing Agreement, the Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers such removal to be in the best interests of Noteholders.

(d)Notwithstanding any Sub-Servicing Agreement, the Servicer shall remain obligated and liable to the Indenture Trustee and the Noteholders for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Notes.  No appointment of a Sub-Servicer shall result in any additional expense to the Indenture Trustee, the Noteholders or the Obligors other than those contemplated herein.

(e)The Servicer shall be solely liable for all fees owed by it to any Sub-Servicer. Each Sub-Servicer retained by the Servicer shall be reimbursed by the Servicer for certain expenditures that it makes in the manner set forth in the Sub-Servicing Agreement, which shall generally be to the same extent the Servicer would be reimbursed under the Servicing Agreement. The Servicer shall not enter into any Sub-Servicing Agreement in respect of any duties or responsibilities with respect to the Notes as Specially Serviced Notes without the prior written consent of the Controlling Class Representative.  The Servicer shall not enter into any Sub-Servicing Agreement with the Issuer or any of its Affiliates. The Servicer shall not appoint any Sub-Servicer which would cause the Indenture Trustee to cease to be eligible to serve as Indenture Trustee in accordance with the terms of the Indenture.

(f)If the Servicer ceases to serve as such under this Agreement for any reason (including by reason of a Servicer Termination Event), then the Indenture Trustee or other successor servicer shall succeed to the rights and assume the obligations of the Servicer under any Sub-Servicing Agreement unless the Indenture Trustee or other successor servicer elects to terminate any such Sub-Servicing Agreement in accordance with its terms and Section 2.13(a)(ii).  If a Sub-Servicing Agreement is to be assumed by the Indenture Trustee or other successor servicer, then the Servicer at its expense shall deliver to the assuming party all documents and records relating to such Sub-Servicing Agreement and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use its reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.

Section 2.14.   Servicer and Indenture Trustee to Cooperate.  The Servicer and the Indenture Trustee shall each furnish to the other such reports, certifications and information in its possession, and access to such books and records maintained thereby, as may relate to the Notes, the Tenant Site Assets, the Tenant Leases

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or the other Collateral and as shall be reasonably requested by the other in order to enable each to perform its duties hereunder.

Section 2.15.   Title to Equity Interests; Specially Serviced Tenant Site Assets.  If title to Equity Interests is acquired by virtue of realization on the Collateral, the Servicer shall act in accordance with the Servicing Standard to liquidate Specially Serviced Tenant Site Assets or such Equity Interests on a timely basis in accordance with, and subject to the terms and conditions of, Section 2.17 and the Indenture.

Section 2.16.   Management of Specially Serviced Tenant Site Assets.

(a)Subject to Section 2.15, the Servicer’s decision as to how a Specially Serviced Tenant Site Asset shall be managed in accordance with the Servicing Standard.  The Servicer may, consistent with the Servicing Standard, engage an independent contractor to manage any Specially Serviced Tenant Site Asset, the cost of which independent contractor shall be paid by the Servicer, and shall be reimbursable to the Servicer, as a Servicing Advance.  The Servicer may consult with counsel or other consultants knowledgeable in such matters at (to the extent reasonable) the expense of the Obligors in connection with determinations required under this Section 2.16(a), which expense will be reimbursed to the Servicer pursuant to the Indenture as an Additional Issuer Expense.  The Servicer shall not be liable to the Noteholders, the Obligors or the other parties hereto for errors in judgment made in good faith in the reasonable exercise of its discretion or in reasonable and good faith reliance on the advice of knowledgeable counsel or other consultants while performing its responsibilities under this Section 2.16(a).  Nothing in this Section 2.16(a) is intended to prevent the sale of a Specially Serviced Tenant Site Asset pursuant to the terms and subject to the conditions of Section 2.17.

(b)The Servicer shall have full power and authority to do any and all things in connection with the management of a Specially Serviced Tenant Site Asset as is consistent with the Servicing Standard and, consistent therewith, shall withdraw from the Collection Account, to the extent of amounts on deposit therein with respect to the related Specially Serviced Tenant Site Asset, funds necessary for the proper ownership, management, maintenance and disposition of such Specially Serviced Tenant Site Asset, including:

(i)all insurance premiums due and payable in respect of such Specially Serviced Tenant Site Asset;

(ii)all real estate taxes and assessments in respect of such Specially Serviced Tenant Site Asset that may result in the imposition of a lien thereon that otherwise constitute Impositions; and

(iii)all costs and expenses necessary to maintain, lease, sell, protect and manage such Specially Serviced Tenant Site Asset.

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To the extent that amounts on deposit in the Collection Account in respect of the related Specially Serviced Tenant Site Asset are insufficient for the purposes set forth in the preceding sentence with respect to such Specially Serviced Tenant Site Asset, the Servicer shall make Servicing Advances in such amounts as are necessary for such purposes unless (as evidenced in the manner contemplated by Section 2.03(c)) the Servicer determines, in its reasonable good faith judgment, that such payment would be a Nonrecoverable Servicing Advance.

Section 2.17.   Sale of Specially Serviced Tenant Site Asset.

(a)The Servicer may sell, or permit the sale of, a Specially Serviced Tenant Site Asset (including through a sale of any or all of the Equity Interests) only on the terms and subject to the conditions set forth in this Section 2.17.

(b)The Servicer shall use its commercially reasonable efforts, consistent with the Servicing Standard, to solicit offers for Specially Serviced Tenant Site Assets at a time and in a manner that is consistent with the Servicing Standard and will be reasonably likely to realize a fair price on a timely basis as required by Section 2.15.  The Servicer may sell Specially Serviced Tenant Site Assets individually, in groups of one or more Specially Serviced Tenant Site Assets or all of the Specially Serviced Tenant Site Assets together (including through a sale of any or all of the Equity Interests), in each case as the Servicer may determine to be appropriate in accordance with the Servicing Standard to maximize the proceeds thereof.  Subject to Section 2.17(c) and Section 10.06 of the Indenture, the Servicer shall accept the highest cash offer received from any Person that constitutes a fair price for such Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets.  If the Servicer reasonably believes that it will be unable to realize a fair price (determined pursuant to Section 2.17(c)) for any Specially Serviced Tenant Site Asset on a timely basis as required by Section 2.15, the Servicer shall dispose of such Specially Serviced Tenant Site Asset upon such terms and conditions as the Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances.

The Servicer shall give the Indenture Trustee, the Manager, the Obligors and the Controlling Class Representative not less than ten (10) Business Days prior written notice of its intention to sell any such Specially Serviced Tenant Site Asset pursuant to this Section 2.17(b).  No Interested Person shall be obligated to submit (but none of them shall be prohibited from submitting) an offer to purchase such Specially Serviced Tenant Site Asset, and notwithstanding anything to the contrary herein, the Indenture Trustee in its individual capacity (or in its capacity as Backup Manager) or its affiliates or agents, may not bid for or purchase such Specially Serviced Tenant Site Asset.

(c)Whether any cash offer constitutes a fair price for a Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets shall be determined by the Servicer or, if such cash offer is from the Servicer or an Affiliate thereof, following notice by the Servicer that it is making such offer, by the Indenture Trustee or any valuation expert hired by the Indenture Trustee. In determining whether any offer

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received from an Interested Person constitutes a fair price, the Servicer or the Indenture Trustee shall be entitled to hire and rely on a valuation expert or similar advisor and the cost thereof shall be reimbursable to the Servicer or the Indenture Trustee as an Additional Issuer Expense.  In determining whether any offer received from an Interested Person represents a fair price, the Servicer or the Indenture Trustee shall be entitled to conclusively rely on (and will be fully protected in relying solely on) the most recent valuation (if any) conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such valuation or if there has been a material change at the subject property since any such valuation, on a new valuation to be obtained by the Servicer (the cost of which shall be covered by the Servicer or the Indenture Trustee and be reimbursable as an Additional Issuer Expense)) and the Servicer or the Indenture Trustee shall be entitled to hire such real estate advisors as it deems necessary or desirable in making such determination (the cost of which shall be reimbursed to it pursuant to the Indenture or this Agreement) and shall be entitled to rely conclusively thereon.  The Person conducting any such new valuation must be a valuation expert selected by the Servicer if neither the Servicer nor any Affiliate thereof is submitting an offer with respect to a Specially Serviced Tenant Site Asset and selected by the Indenture Trustee if either the Servicer or any Affiliate thereof is so submitting an offer (as notified in writing to the Indenture Trustee).  Where any Interested Person is among those submitting offers with respect to any Specially Serviced Tenant Site Asset, the Servicer shall require that all offers be submitted to it (and, if the Servicer is submitting an offer, shall be submitted by it to the Indenture Trustee) in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount.

In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets, the Servicer shall take into account the results of any valuation or updated valuation that may have been obtained by it or any other Person and delivered to the Indenture Trustee in accordance with this Agreement within the prior twelve (12) months, and any Independent valuation agent shall be instructed to take into account, as applicable, among other factors, the occupancy level and physical condition of the Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets, the Annualized Net Cash Flow generated by the Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets and the state of the telecommunications, outdoor advertising and renewable power generation industries and the local economy.  In determining whether any offer received from a Person other than an Interested Person represents a fair price, the Servicer or the Indenture Trustee shall be entitled to conclusively rely on (and will be fully protected in relying solely on) the most recent valuation (if any) conducted in accordance with this Agreement within the preceding 12-month period (or, in the absence of any such valuation or if there has been a material change at the subject property since any such valuation, on a new valuation to be obtained by the Servicer (the cost of which shall be covered by the Servicer and be reimbursable as an Additional Issuer Expense)) and the Servicer or the Indenture Trustee shall be entitled to hire such real estate advisors as it deems necessary or desirable in making such determination (the cost of which shall be reimbursed to it pursuant to the Indenture or this Agreement) and shall be entitled to rely conclusively thereon. Any price

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shall be deemed to constitute a fair price if it is an amount that is not less than the Allocated Note Amount for the Tenant Site Asset or Tenant Site Assets that constitute such Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets.  Notwithstanding the other provisions of this Section 2.17, no cash offer from the Servicer or any Affiliate thereof shall constitute a fair price for a Specially Serviced Tenant Site Asset unless such offer is the highest cash offer received and at least two (2) independent offers (not including the offer of the Servicer or any Affiliate) have been received.  In the event the offer of the Servicer or any Affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers shall be solicited.  If an additional offer or offers, as the case may be, are received and the original offer of the Servicer or any Affiliate thereof is the highest of all cash offers received, then the bid of the Servicer or such Affiliate shall be accepted; provided that the valuation expert hired by the Indenture Trustee has otherwise determined, as described above in this Section 2.17(c), that such offer constitutes a fair price for such Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets.  Any offer by the Servicer shall be unconditional; and, if accepted, such Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets shall be transferred to the Servicer without recourse, representation or warranty other than customary representations as to title given in connection with the sale of real property.

(d)Subject to Sections 2.17(b) and 2.17(c) above and Section 10.06 of the Indenture, the Servicer shall act on behalf of the Indenture Trustee, in accordance with the Servicing Standard, in negotiating with independent third parties and taking any other action necessary or appropriate in connection with the sale of any Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets, and the collection of all amounts payable in connection therewith.  In connection therewith, the Servicer may charge prospective offerors, and may retain, fees that approximate the Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating bids without obligation to deposit such amounts into the Collection Account.  Any sale of any Specially Serviced Tenant Site Asset or Specially Serviced Tenant Site Assets shall be final and without recourse to the Indenture Trustee or the Obligors, and if such sale is consummated in accordance with the terms of this Agreement, neither the Servicer nor the Indenture Trustee shall have any liability to any Noteholder with respect to the purchase price therefor accepted by the Servicer or the Indenture Trustee (including whether such purchase price was fair or adequate).

(e)Subject to Section 2.10, the Servicer shall provide to a prospective purchaser of any Specially Serviced Tenant Site Asset or any of the Equity Interests such information as the prospective purchaser may reasonably request.

(f)Any sale of a Specially Serviced Tenant Site Asset shall be for cash only and shall be on a servicing released basis.

(g)Notwithstanding any of the foregoing paragraphs of this Section 2.17, the Servicer shall not be obligated to accept the highest cash offer if the Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Noteholders, and the Servicer may, subject to Section 10.06

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of the Indenture, accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Noteholders (for example, if the prospective buyer making the lower bid is more likely to perform its obligations or the terms (other than price) offered by the prospective buyer making the lower offer are more favorable).

Section 2.18.   Maintenance of Insurance by the Servicer.  The Servicer shall at all times during the term of this Agreement keep in force with Qualified Insurers that possess the Required Claims-Paying Ratings, a fidelity bond providing coverage against losses that may be sustained as a result of its officers or employees misappropriation of funds, which bond shall be in such form and amount as would be required for the Servicer to be a qualified Fannie Mae or Freddie Mac seller-servicer of multifamily mortgage loans.  Such fidelity bond shall provide that it may not be canceled without thirty (30) days prior written notice to the Indenture Trustee.

In addition, the Servicer shall at all times during the term of this Agreement keep in force with Qualified Insurers that possess the Required Claims-Paying Ratings, a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligation to service the Notes, which policy or policies shall be in such form and amount as would be required for the Servicer to be a qualified Fannie Mae or Freddie Mac seller-servicer of multifamily mortgage loans.  Such errors and omissions policy shall provide that it may not be canceled without thirty (30) days prior written notice to the Indenture Trustee.

Notwithstanding the foregoing, so long as the long-term unsecured debt obligations of the Servicer are rated at least “A2” (or equivalent) by Moody’s and “A” (or equivalent) by Fitch, the Servicer shall be allowed to provide self-insurance with respect to its fidelity bond and an errors and omissions policy.  The coverage shall be in the form and amount that would meet the servicing requirements of prudent institutional commercial mortgage loan lenders and servicers.  Coverage of the Servicer under a policy or bond by the terms thereof obtained by an Affiliate of the Servicer and providing the required coverage shall satisfy the requirements of the first or second paragraph (as applicable) of this Section 2.18.

The Servicer shall cause the Indenture Trustee to be an additional loss payee on any policy currently in place or procured pursuant to the requirements of this Section 2.18.

ARTICLE III

COVENANTS OF INDENTURE TRUSTEE

Section 3.01.   No Amendment of Indenture.  The Indenture Trustee shall not, without the consent of the Servicer, agree to any amendment or modification of the Indenture or any other Transaction Document, the effect of which would materially

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increase the Servicer’s obligations or liabilities, or materially decrease the Servicer’s rights or remedies, under this Agreement or under any other Transaction Document.

ARTICLE IV

THE SERVICER

Section 4.01.   Liability of the Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Servicer under this Agreement.  Notwithstanding the foregoing, the Servicer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, agents and attorneys and the Issuer against any loss, liability, cost or expense incurred by the Indenture Trustee and the Issuer arising from the Servicer’s fraud, bad faith, negligence or willful misconduct in the Servicer’s performance of its duties hereunder.  The obligations of the Servicer under this Section 4.01 shall survive the termination of this Agreement and the resignation or removal of the Servicer.

Section 4.02.   Merger, Consolidation or Conversion of the Servicer. Subject to the following paragraph, the Servicer shall keep in full effect its existence, rights and franchises as a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction wherein it is organized, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or the Notes and to perform its duties under this Agreement.

The Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person (which, with respect to the Servicer, means its commercial mortgage servicing business), in which case, any Person resulting from any merger or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Servicer unless the Indenture Trustee shall have received Rating Agency Confirmation with respect to such succession at the Servicer’s cost and expense.

Section 4.03.   Limitation on Liability of the Servicer.

(a)Neither the Servicer nor any of its directors, managers, members, officers, employees or agents shall be under any liability to the Guarantor, the Obligors, the Indenture Trustee or the Noteholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such other Person against liability for any breach of a representation, warranty or covenant made herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement

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pursuant to the terms hereof, or against any liability that would otherwise be imposed by reason of fraud, bad faith, negligence or willful misconduct in the performance of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties.  The Servicer and any of its directors, officers, managers, members, employees or agents may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.  The Servicer and any of its directors, officers, managers, members, employees or agents shall be indemnified and held harmless by the Issuer out of funds on deposit in the Collection Account against any loss, liability, cost, claim or expense (including costs and expenses of litigation and of investigation, reasonable counsel’s fees, damages, judgments and amounts paid in settlement) arising out of or incurred in connection with this Agreement, the Notes, the other Transaction Documents or any of the Tenant Site Assets, other than any such loss, liability, cost, claim or expense: (i) specifically required to be borne by the indemnified party pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Notes (except as any such loss, liability or expense will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant or participating in legal action or claims relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, or (B) fraud, bad faith, negligence or willful misconduct in the performance of obligations or duties hereunder by such party, or reckless disregard of such obligations or duties, or any willful or negligent violation of applicable law.  The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 2.13, that, in its opinion, does not involve it in any ultimate expense or liability; provided, however, that the Servicer may, in its discretion, undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement or protection of the rights and duties of the parties hereto and the interests of the Noteholders hereunder or under the other Transaction Documents.  In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Obligors and the Servicer shall be entitled to the direct payment of such expense, or to be reimbursed therefor, from the Collection Account in accordance with the Transaction Documents.

The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 4.03(a), shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

(b)No recourse may be taken, directly or indirectly, with respect to the obligations of the Servicer under this Agreement or any other Transaction Document or any certificate or other writing delivered in connection herewith or therewith, against

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any partner, owner, beneficiary, agent, officer, director, employee or agent of the Servicer, in its individual capacity, any holder of equity in the Servicer or in any successor or assign of the Servicer in its individual capacity, except as any such Person may have expressly agreed.

This Section 4.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Section 4.04.   Servicer Not to Resign.  The Servicer may resign from the obligations and duties hereby imposed on it upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement).  Any such determination requiring the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Indenture Trustee.  Unless applicable law requires the Servicer’s resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Indenture Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 4.06 or Section 5.02; provided that, if no successor servicer shall have been so appointed and have accepted appointment within ninety (90) days after the Servicer has given notice of such resignation, the resigning Servicer may petition any court of competent jurisdiction for the appointment of a successor servicer.

In addition, the Servicer shall have the right to resign or assign its servicing rights at any other time; provided that (i) a willing successor thereto (proposed by the resigning Servicer and reasonably acceptable to the Controlling Class Representative, if any) has been identified, (ii) the Indenture Trustee has received a Rating Agency Confirmation, (iii) the resigning party pays all costs and expenses in connection with such transfer, (iv) the successor accepts appointment prior to the effectiveness of such resignation or assignment and accepts the duties and obligations of the Servicer under this Agreement and the other Transaction Documents and (v) the Indenture Trustee receives prior written notice of such appointment.

The Servicer shall not be permitted to resign except as contemplated above in this Section 4.04 or as contemplated in Section 6.02.

Consistent with the foregoing, the Servicer shall not (except in connection with any resignation thereby permitted pursuant to the prior paragraph or as otherwise expressly provided herein, including the provisions of Sections 2.13, 4.02 and 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person.  Upon resignation in accordance with this Section 4.04, the Servicer shall be entitled to receive all unpaid fees due in accordance with Section 2.04 and reimbursement for Advances, including the applicable Advance Interest and Additional Issuer Expenses.

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Section 4.05.   Rights of the Indenture Trustee in Respect of the Servicer.  Upon reasonable request, the Servicer shall furnish the Indenture Trustee with its most recent publicly available annual audited financial statements (or, if not available, the most recent publicly available audited annual financial statements of its corporate parent, on a consolidated basis) and such other information as is publicly available regarding its business, affairs, property and condition, financial or otherwise; provided that the Indenture Trustee may not disclose the contents of such financial statements or other information to non-affiliated third parties other than in accordance with Section 2.10.  The Servicer may affix to any such information described in this Section 4.05 provided by it any disclaimer it deems appropriate in its reasonable discretion.  The Indenture Trustee may, but is not obligated to, enforce the obligations of the Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer hereunder or exercise the rights of the Servicer hereunder; provided, however, that the Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Indenture Trustee or its designee.  The rights, protections, immunities, standards of care, limitation on liability and rights to indemnities set forth in the Indenture shall apply to the duties and obligations of the Indenture Trustee hereunder.  The Indenture Trustee shall not have any responsibility or liability for any action or failure to act by the Servicer or any of its Sub-Servicers and is not obligated to supervise the performance of the Servicer or any of its Sub-Servicers under this Agreement or otherwise.

Section 4.06.   Designation of Servicer by the Controlling Class.  The Controlling Class Representative may, during such time as the Notes are Specially Serviced Notes, at any time and from time to time designate a Person (other than the Indenture Trustee) to replace any existing Servicer or any Servicer that has resigned or otherwise ceased to serve as Servicer, such successor servicer to be reasonably acceptable to the Indenture Trustee.  The Controlling Class Representative shall so designate a Person (the “Designated Person”) to serve as successor servicer by the delivery to the Indenture Trustee, the proposed successor servicer and the existing servicer of a written notice stating such designation.  The Indenture Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form of Exhibit C.  The Designated Person shall become the Servicer on the date as of which the Indenture Trustee shall have received: (i) Rating Agency Confirmation; (ii) an Acknowledgment of Proposed Servicer in the form of Exhibit D, executed by the Designated Person; and (iii) an Opinion of Counsel (which shall not be an expense of the Indenture Trustee) substantially to the effect that (A) the designation of the Designated Person to serve as Servicer is in compliance with this Section 4.06, (B) the Designated Person is validly existing and in good standing under the laws of the jurisdiction of its organization, (C) the Acknowledgment of Proposed Servicer has been duly authorized, executed and delivered by the Designated Person and (D) upon the execution and delivery of the Acknowledgment of Proposed Servicer, the Designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, that this Agreement shall be enforceable against the Designated Person in accordance with its terms.  Any existing Servicer shall be deemed to have been terminated simultaneously with such Designated Person’s becoming the Servicer hereunder; provided that (i) the terminated Servicer shall

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be entitled to receive, in connection with, and upon the effective date of, its termination, payment out of the Collection Account of all of its accrued and unpaid Servicing Fee, Other Servicing Fees earned pursuant to Section 2.04 and reimbursement from the successor servicer of (x) all outstanding Debt Service Advances and Servicing Advances made by the terminated Servicer and all unpaid Advance Interest accrued on such outstanding Debt Service Advances and Servicing Advances (in which case the successor servicer shall be deemed to have made such Debt Service Advances and Servicing Advances at the same time that the terminated Servicer had actually made them) and (y) any outstanding Additional Issuer Expenses previously made or incurred by the terminated Servicer and any other amounts which the terminated Servicer is entitled to receive and which remain unpaid or unreimbursed, and (ii) such Servicer shall continue to be entitled to the benefits of the final sentence of Section 4.03, Section 4.04, Section 4.06, Section 5.01, Section 5.02 and Section 6.02, notwithstanding any such resignation or termination; and provided, further, that the terminated Servicer shall continue to be obligated to pay and entitled to receive all other amounts accrued or owing by or to it under this Agreement or under any of the other Transaction Documents on or prior to the effective date of such termination.  Such terminated Servicer shall cooperate with the Indenture Trustee and the replacement Servicer in effecting the transfer of the terminated Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days to the replacement Servicer for administration by it of all cash amounts that at the time are or should have been credited by the Servicer to the Impositions and Insurance Reserve Account or any Reserve Account or should have been delivered to the Servicer or that are thereafter received by or on behalf of it with respect to the Notes.  The reasonable out-of-pocket costs and expenses of any such transfer shall in no event be paid by the Indenture Trustee or the Servicer, and instead shall be paid by the Controlling Class Representative or the holders (or, if applicable, the Note Owners) of Notes of the Class that voted to remove the terminated Servicer, as such parties may agree; provided, however, that if the Controlling Class Representative (or, if applicable, the Note Owners) does not reimburse the Indenture Trustee or the Servicer within thirty (30) days of demand therefor, such expenses shall be reimbursed as Additional Issuer Expenses.

Section 4.07.   Servicer as Owner of a Note.  The Servicer or an Affiliate of the Servicer may become the Holder of (or, in the case of a Book-Entry Note, Note Owner with respect to) any Note with (except as otherwise set forth in the definition of “Noteholder”) the same rights it would have if it were not the Servicer or an Affiliate thereof.  If, at any time during which the Servicer or an Affiliate thereof is the Holder of (or, in the case of a Book-Entry Note, Note Owner with respect to) any Note, the Servicer proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the Servicer’s reasonable judgment, violate the Servicing Standard, but that, if taken, might nonetheless, in the Servicer’s reasonable judgment, be considered by other Persons to violate the Servicing Standard, then the Servicer may (but need not) seek the approval of the Noteholders to such action by delivering to the Indenture Trustee a written notice that (a) states that it is delivered pursuant to this Section 4.07, (b) identifies the Percentage Interest in each Class of Notes beneficially owned by the Servicer or by an Affiliate thereof and (c) describes in reasonable detail the action that the Servicer proposes to take. 

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The Indenture Trustee, upon receipt of such notice, shall forward it to the Noteholders (other than the Servicer and its Affiliates), together with a request for approval by the Noteholders of each such proposed action.  If at any time Noteholders holding greater than 50% of the Voting Rights of all Noteholders (calculated without regard to the Notes beneficially owned by the Servicer or its Affiliates) shall have consented in writing to the proposal described in the written notice, and if the Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.  The Indenture Trustee shall be entitled to reimbursement from the Servicer for the reasonable expenses of the Indenture Trustee incurred pursuant to this Section 4.07.  It is not the intent of the foregoing provision that the Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

ARTICLE V

SERVICER TERMINATION EVENTS

Section 5.01.   Servicer Termination Events.

(a)“Servicer Termination Events”, wherever used herein, shall mean any one of the following events:

(i)any failure by the Servicer to deposit or to remit to the appropriate party for deposit into the Collection Account, any amount required to be so deposited under this Agreement, which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance was first required to be made; or

(ii)any failure by the Servicer to remit to the Indenture Trustee for deposit into the Collection Account any amount to be so remitted (including any Debt Service Advance) by 1:00 p.m. (New York City time) on the related Payment Date; or

(iii)any failure on the part of the Servicer to duly observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, which failure continues unremedied for a period of thirty (30) days (or, in the case of Servicing Advances for the payment of Insurance Premiums, for a period of fifteen (15) days, but in no event past the date on which the related insurance coverage expires) after the earlier of (A) the date on which a Servicing Officer obtains knowledge of such failure and (B) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Servicer (with a copy to each other party hereto) by the Holders of Notes entitled to at least 25% of the aggregate Voting Rights (provided that no direction inconsistent with such written notice shall have been given to the Indenture Trustee by the Holders of Notes entitled to more than 50% of the Voting Rights); or

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(iv)any breach on the part of the Servicer of any representation or warranty contained in this Agreement that materially and adversely affects the interests of Noteholders of any Class and which continues unremedied for a period of sixty (60) days after the earlier of (A) the date on which a Servicing Officer obtains knowledge of such breach and (B) the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Servicer (with a copy to each other party hereto) by the Holders of Notes entitled to at least 25% of the aggregate Voting Rights (provided that no direction inconsistent with such written notice shall have been given to the Indenture Trustee by the Holders of Notes entitled to more than 50% of the Voting Rights); or

(v)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings is entered against the Servicer and such decree or order remains in force undischarged, undismissed or unstayed for a period of sixty (60) days; or

(vi)the Servicer consents to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or

(vii)the Servicer admits in writing its inability to pay its debts generally as they become due, or takes any other actions indicating its insolvency or inability to pay its obligations; or

(viii)one or more ratings assigned by the Rating Agencies to the Notes has been qualified, downgraded or withdrawn, or otherwise made the subject of a “negative” credit watch, which the Rating Agencies have determined is a result of the Servicer acting in such capacity; or

(ix)the Servicer is no longer “approved” as a master servicer or, if the Notes are Specially Serviced Notes, as a special servicer, by the Rating Agencies, which condition shall be deemed to have been met in the case of Fitch if the Servicer is not rated at least CMS3/CSS3 by Fitch.

(b)If a Servicer Termination Event described in clause (i) or (ii) of Section 5.01(a) relating to the Servicer (for purposes of this Section 5.01(b), the “Defaulting Party”) of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, shall occur and be continuing, the Indenture Trustee shall immediately terminate all of the rights (other than rights to indemnification pursuant to Section 4.03 and those rights to compensation which expressly survive such termination pursuant to Section 2.03(d), Section 2.04 and the last paragraph of Section 5.02) and obligations of

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the Defaulting Party under this Agreement other than any rights thereof as a Noteholder and the Indenture Trustee shall be the successor servicer hereunder as provided for in Section 5.02.  If a Servicer Termination Event other than with respect to a Servicer Termination Event described in clause (i) or (ii) of Section 5.01(a), shall occur and be continuing, then, and in each and every such case, so long as the Servicer Termination Event shall not have been remedied within the applicable grace period, if any, the Indenture Trustee may, and at the written direction of the Controlling Class Representative or the Holders of Notes evidencing in the aggregate not less than 25% of the Voting Rights of all of the Notes, the Indenture Trustee shall (subject to applicable bankruptcy or insolvency law in the case of clauses (v) and (vi) of Section 5.01(a)), terminate, by notice in writing to the Defaulting Party (with a copy of such notice to each other party hereto), all of the rights (other than rights to indemnification pursuant to Section 4.03 and those rights to compensation which expressly survive such termination pursuant to Section 2.04) and obligations (accruing from and after such notice of the Defaulting Party under this Agreement) and the Indenture Trustee shall be the successor servicer hereunder as provided for in Section 5.02.  From and after the receipt by the Defaulting Party of such written notice, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Notes (other than as a Holder of any Note) or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 5.01(b), and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.  The Servicer agrees that, if it is terminated pursuant to this Section 5.01(b), it shall promptly (and in any event no later than ten (10) Business Days subsequent to its receipt of the notice of termination) provide the Indenture Trustee or its designee with all documents and records requested thereby to enable the Indenture Trustee to assume the Servicer’s functions hereunder, and shall otherwise cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder, including the transfer within two (2) Business Days to the Indenture Trustee or its designee for administration by it of all cash amounts held by it that at the time are or should have been credited by the Servicer to the Collection Account, the Lock Box Account or any Reserve Account (if it is the Defaulting Party) or that are thereafter received by or on behalf of it with respect to the Notes (provided, however, that the Servicer shall, if terminated pursuant to this Section 5.01(b), continue to be obligated to pay and entitled to receive all amounts accrued or owing by or to it under this Agreement or the other Transaction Documents on or prior to the date of such termination, whether in respect of Advances, Advance Interest, Additional Issuer Expenses and other unpaid fees due under Section 2.04 or otherwise, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section 4.03, notwithstanding any such termination).  Any costs or expenses (including those of any other party hereto) incurred in connection with any actions to be taken by the Servicer pursuant to this paragraph shall be borne by the Servicer (and, in the case of the Indenture Trustee’s costs and expenses, if not paid within a reasonable time, shall be paid out of the Collection Account and shall be considered an Additional Issuer Expense under the Indenture).

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Notwithstanding the foregoing, if the rights of the Servicer are to be terminated solely due to a Servicer Termination Event under Section 5.01(a)(viii) or (ix), and if the terminated Servicer provides the Indenture Trustee with appropriate “request for proposal” materials within the five (5) Business Days after such termination, then the Indenture Trustee shall promptly thereafter (using such materials) solicit good faith bids for the right to become the successor servicer under this Agreement from at least three (3) Persons that are qualified to act as Servicer hereunder in accordance with Sections 4.02 and 5.02 and as to which each Rating Agency has delivered written confirmation to the effect that the appointment of such person as successor servicer would not result in the qualification, downgrade or withdrawal of its rating of any Class and Series of Notes rated by such Rating Agency (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Indenture Trustee can determine are Qualified Bidders; provided that at the Indenture Trustee’s request, the terminated Servicer shall supply the Indenture Trustee with the names of Persons from whom to solicit such bids; provided, further, that the Indenture Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Notes under this Agreement.  The bid proposal shall require any Successful Bidder, as a condition of such bid, to enter into this Agreement as successor servicer, and to agree to be bound by the terms hereof, within forty-five (45) days after the termination of Servicer.  The Indenture Trustee shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”) to act as successor Servicer hereunder.  The Indenture Trustee shall direct the Successful Bidder to enter into this Agreement as successor servicer pursuant to the terms hereof no later than forty-five (45) days after the start of the bid process described above.  Notwithstanding anything herein to the contrary, until the Successful Bidder has so entered into this Agreement as successor servicer, the predecessor servicer shall continue to act as the Servicer hereunder. In the event that such cash bid does not reimburse all expenses incurred in the transition of servicing, such unreimbursed expenses shall be paid by the Issuer.

Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder, the Indenture Trustee shall remit or cause to be remitted to the terminated Servicer the amount of such cash bid received from the Successful Bidder (net of out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing).

If the Successful Bidder has not entered into this Agreement as successor servicer within forty-five (45) days after the start of the bid process described above or no Successful Bidder was identified within such 45-day period, the terminated Servicer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred by the Indenture Trustee in connection with such bid process and the Indenture Trustee shall have no further obligations under this Section 5.01(b).  The Indenture Trustee thereafter may act or may select a successor to act as Servicer hereunder in accordance with Section 5.02.

Section 5.02.   Indenture Trustee to Act; Appointment of Successor.  On and after the time the Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of termination pursuant to Section 5.01, the Indenture Trustee shall

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(unless a successor is identified by the Servicer pursuant to Section 4.04), subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee hereunder.  Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party.  As compensation therefor, the Indenture Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder.  Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may (and, if it is unable to so act, or if the Indenture Trustee is not approved as an acceptable Servicer by the Rating Agencies, or if the Holders of Notes entitled to a majority of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution with a net worth of at least $10 million as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that the Indenture Trustee has received Rating Agency Confirmation with respect to the proposed appointment of the successor servicer.  Pending such appointment, the Indenture Trustee will be obligated to act as successor servicer.  No appointment of a successor to the Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall act in such capacity as hereinabove provided.  In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Notes or otherwise as it and such successor shall agree, including any increase in the Servicing Fee to the then current market rate for such services (and any such increase shall also be applicable to the Servicing Fee payable to the Indenture Trustee in its capacity as successor servicer).  The Indenture Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.  The costs and expenses of transferring servicing shall be paid by the resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture.

If the Servicer is terminated as described in Sections 5.01 and 5.02, it will continue to be obligated to pay and entitled to receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement and the other Transaction Documents on or prior to the date of termination (including any earned but unpaid Other Servicing Fees, plus reimbursement of Advances together with Advance Interest).

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Section 5.03.   Notification to Noteholders.

(a)Upon any resignation of the Servicer pursuant to Section 4.04, any termination of the Servicer pursuant to Section 5.01, any appointment of a successor to the Servicer pursuant to Section 4.02, 4.04 or 5.02 or the effectiveness of any designation of a new Servicer pursuant to Section 4.06, the Indenture Trustee shall give prompt written notice thereof to Noteholders at their respective addresses appearing in the Note Register.

(b)Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) Business Days after a Responsible Officer of the Indenture Trustee has actual knowledge of the occurrence of such an event, the Indenture Trustee shall transmit by mail to all Noteholders notice of such occurrence, unless such default shall have been cured.

Section 5.04.   Waiver of Servicer Termination Events.  The Holders of Notes representing in the aggregate not less than 66 2/3% of the Voting Rights allocated to each Class of Notes affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event.  Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived.

Section 5.05.   Additional Remedies of Indenture Trustee upon Servicer Termination Event.  During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied, the Indenture Trustee, in addition to the rights specified in Section 5.01, shall have the right (exercisable subject to the Indenture), in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Noteholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith).  Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event.

ARTICLE VI

TERMINATION

Section 6.01.   Termination upon Payment of the Notes.  The respective obligations and responsibilities under this Agreement of the parties hereto shall terminate upon payment to the Noteholders (or provision for payment including defeasance in accordance with the Indenture) of all amounts of principal and interest to

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be so paid, in accordance with the Indenture and the applicable Indenture Supplement and payment of all other Obligations then owing under the Transaction Documents.

Section 6.02.   Termination on Issuance of Additional Notes.  Notwithstanding anything to the contrary set forth herein or in any of the other Transaction Documents (including the second paragraph of Section 4.04 of this Agreement), if the Issuer proposes to issue Additional Notes and the Servicer does not consent to continue its obligations under this Agreement (including its obligation to make Advances), the Indenture Trustee, in consultation with the Issuer, shall use reasonable efforts to appoint an established and qualified institution to act as successor servicer under this Agreement, provided, however, that the Indenture Trustee has received a Rating Agency Confirmation with respect to the proposed successor servicer.  Effective with the appointment of such successor, the existing Servicer shall be deemed to have resigned as Servicer under this Agreement and the existing Servicer will have no obligation to make any Advances with respect to such Additional Notes prior to such resignation.  If this Agreement is terminated pursuant to this Section 6.02, the Servicer shall (upon such termination) be entitled to reimbursement for unreimbursed Additional Issuer Expenses and Advances, including any applicable Advance Interest, and payment of any fees due under Section 2.04. In addition, the Servicer shall have the right to unconditionally resign as a result of an issuance of Additional Notes. If the Servicer exercises such right in connection with an issuance of Additional Notes, such issuance shall be conditioned on the appointment by the Indenture Trustee, in consultation with the Issuer, of a successor servicer.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01.   Amendment.

(a)This Agreement may be amended from time to time by the mutual agreement of the parties hereto; provided, however, that no such amendment shall (i) adversely affect in any material respect the interests of the Holders of any Class of Notes in any manner, without the consent of the Holders representing more than 50% of the Voting Rights of such Class of Notes, or (ii) modify the definition of “Servicing Standard,” without the consent of the Holders of the Notes then Outstanding or otherwise increase the obligations of the Issuer or the Asset Entities hereunder, without the consent of the Issuer. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee may rely conclusively on a certificate of an Executive Officer of the Issuer and an Opinion of Counsel.

(b)Notwithstanding any contrary provision of this Agreement, the Indenture Trustee shall not consent to any amendment to this Agreement unless it shall first have obtained a Rating Agency Confirmation.

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(c)Promptly after the execution and delivery of any amendment by all parties thereto, the Indenture Trustee shall send a copy thereof to each Noteholder and to the Rating Agencies.

(d)It shall not be necessary for the consent of Noteholders under this Section 7.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Noteholders shall be subject to such reasonable regulations as the Indenture Trustee may prescribe.

(e)Each of the Indenture Trustee and the Servicer may, but shall not be obligated to, enter into any amendment pursuant to this Section 7.01 that affects its rights, duties and immunities under this Agreement or otherwise.

Section 7.02.   Counterparts.  For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (including, without limitation, via Portable Document Format or “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 7.03.   Governing Law; Submission to Jurisdiction.

(a)THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

(b)EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR, IF SUCH FEDERAL COURTS DO NOT HAVE SUBJECT MATTER OR DIVERSITY JURISDICTION FOR A PARTICULAR PROCEEDING, IN THE STATE COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS AGREEMENT.

Section 7.04.   Notices.  Any communications provided for or permitted hereunder shall be in writing (including by facsimile) and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to or, in the case of facsimile notice, when received: (i) in the case of the Servicer, Midland Loan Services, 10851 Mastin Street, Suite 300, Overland Park, Kansas, 66210, Attention: President, facsimile number: (913) 253-9733 with a copy to Andrascik & Tita LLC, 1425 Locust Street, Suite 26B, Philadelphia, Pennsylvania, 19102, Attention: Matthew Taylor;

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(ii) in the case of the Indenture Trustee, the Corporate Trust Office or at such other address as the Indenture Trustee may designate from time to time; (iii) in the case of the Initial Purchaser, RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Donald Sivick, with a copy to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York, Attention: Michael Urschel, Esq. and (iv) in the case of the Rating Agencies, as set forth in Section 15.04(d) of the Indenture; or as to each such Person such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Noteholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Note Register.

Section 7.05.   Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Notes or the rights of the Holders thereof.

Section 7.06.   Successors and Assigns; Beneficiaries.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns and the Obligors, the Manager and the Controlling Class Representative, as third party beneficiaries (with all right to enforce the obligations hereunder intended for their benefit as if a party hereto).

Section 7.07.   Article and Section Headings.  The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 7.08.   Notices to and from the Rating Agencies.  The Servicer shall furnish each Rating Agency such information with respect to the Notes as such Rating Agency shall reasonably request and which the Servicer can reasonably provide to the extent consistent with applicable law and the Transaction Documents. In any event, the Servicer shall notify each Rating Agency with respect to each of the following of which it has actual knowledge:

(i)any change in the lien priority of the Collateral securing the Notes;

(ii)any assumption of, or release or substitution of Collateral for, the Notes; and

(iii)the occurrence of an Event of Default under the Indenture.

Section 7.09.   Notices to Controlling Class Representative.  Upon request, including a one-time standby request, the Servicer, as the case may be, shall deliver to the Controlling Class Representative a copy of each notice or other item of information such Person is required to deliver to the Rating Agencies pursuant to Section 7.08, in each case simultaneously with the delivery thereof to the Rating Agencies. The

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Controlling Class Representative must compensate such Person for any costs involved in such delivery to the Controlling Class Representative.

Section 7.10.   Complete Agreement.  This Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement conforming to the provisions of Section 7.01.  All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.

Section 7.11.   No Petition.  Prior to the date that is one (1) year and one (1) day after the date on which the Indenture has been terminated in accordance with its terms and all Obligations thereunder and under the other Transaction Documents have been fully satisfied, the Servicer shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.

[Remainder of Page Intentionally Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.

MIDLAND LOAN SERVICES, a division of PNC Bank, National Association,
as Servicer
By:	/ s / Steven W. Smith
	Name:	Steven W. Smith
	Title:	Executive Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely in its capacity as Indenture Trustee
By:	/ s / Susan Barstock
	Name:	Susan Barstock
	Title:	Vice President
By:	/ s / Ellen Jean-Baptiste
	Name:	Ellen Jean-Baptiste
	Title:	Associate

[Signature Page to Servicing Agreement]

EXHIBIT A

FORM OF SERVICER REPORT

MIDLAND LOAN SERVICES, INC.

Portfolio Name

Borrower Name

	ALLOCATIONS			Date
Cash Available for Distribution
Funds to/from the Advance Rents Reserve Account		Beginning			0.00
		Ending
Total Available for Distribution					0.00
Less Impositions and Insurance Payment					0.00
Tax Escrow			0.00
Insurance Escrow			0.00
			0.00
Less Indenture Trustee Fee & Servicer Payment & Other Servicing Fees					0.00
Indenture Trustee Fee			0.00
Servicing Fee			0.00
Other Servicing Fee			0.00
Transition Fee			0.00
Indenture Trustee & Servicer “unreimbursed” advances, including Advance interest			0.00
Additional Issuer Expenses			0.00
Purchase Money Debt Reserve(s)			0.00
			0.00
Funds from the Yield Maintenance Account(s)					0.00
Funds from the Site Acquisition Account(s)					0.00
Sub Total					0.00
Less Debt Service - Class of Notes pro rata based					0.00
Less Amount due Obligors for Operating Expenses and Other Amounts					0.00
Less Management Fee Payment					0.00
Less Approved Operating Expenses of the Asset Entities					0.00
Remaining Balance to the Cash Trap Reserve Sub-Account					0.00
Less Class A Monthly Amortization Amount					0.00
Less Amounts Due Each Class of Notes in Direct Alphabetical Order					0.00
Less Due Accrued Interest for Prior Interest Accrual Periods					0.00
Less Amount equal to the Aggregate Principal balance					0.00
Less Due to all of the Deferred Post-ARD Additional Interest Due on each Note					0.00
Less Due to any unpaid Prepayment Consideration					0.00
Remaining Balance at the direction of the Issuer					0.00

		MIDLAND LOAN SERVICES
TO:		EMAIL:
FROM:	Midland Loan Services, a PNC Real Estate Business	PHONE:
DATE:		FAX:
RE:		for		Distribution
			(next succeeding if non-business day)

Please disburse funds from account                    in accordance to the instructions below.

Debit                       $            —

Credit	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)

ADDITIONAL ALLOCATIONS:

AMOUNTS TO BE WIRED:

		Feel free to call me with any questions.
By:			Officer Approval:
Name:
Title:		Senior Loan Servicing Analyst
Prepared:
By			Treasury Approval:
Name:
Title:	Complex Loan Administration Team Lead

Member of The PNC Financial Services Group

10851 Mastin Boulevard, Suite 300 Overland Park, KS 66210

www.pnc.com/midland

EXHIBIT B

FORM OF SPECIAL SERVICER REPORT

MIDLAND LOAN SERVICES, INC.

Portfolio Name

Borrower Name

	ALLOCATIONS			Date
Cash Available for Distribution
Funds to/from the Advance Rents Reserve Account		Beginning			0.00
		Ending
Total Available for Distribution					0.00
Less Impositions and Insurance Payment					0.00
Tax Escrow			0.00
Insurance Escrow			0.00
			0.00
Less Indenture Trustee Fee & Servicer Payment & Other Servicing Fees					0.00
Indenture Trustee Fee			0.00
Servicing Fee			0.00
Other Servicing Fee			0.00
Transition Fee			0.00
Indenture Trustee & Servicer “unreimbursed” advances, including Advance interest			0.00
Additional Issuer Expenses			0.00
Purchase Money Debt Reserve(s)			0.00
			0.00
Funds from the Yield Maintenance Account(s)					0.00
Funds from the Site Acquisition Account(s)					0.00
Sub Total					0.00
Less Debt Service - Class of Notes pro rata based					0.00
Less Amount due Obligors for Operating Expenses and Other Amounts					0.00
Less Management Fee Payment					0.00
Less Approved Operating Expenses of the Asset Entities					0.00
Remaining Balance to the Cash Trap Reserve Sub-Account					0.00
Less Class A Monthly Amortization Amount					0.00
Less Amounts Due Each Class of Notes in Direct Alphabetical Order					0.00
Less Due Accrued Interest for Prior Interest Accrual Periods					0.00
Less Amount equal to the Aggregate Principal balance					0.00
Less Due to all of the Deferred Post-ARD Additional Interest Due on each Note					0.00
Less Due to any unpaid Prepayment Consideration					0.00
Remaining Balance at the direction of the Issuer					0.00

		MIDLAND LOAN SERVICES
TO:		EMAIL:
FROM:	Midland Loan Services, a PNC Real Estate Business	PHONE:
DATE:		FAX:
RE:		for		Distribution
			(next succeeding if non-business day)

Please disburse funds from account                    in accordance to the instructions below.

Debit                       $            —

Credit	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)
	(account name)	$0.00	(description)

ADDITIONAL ALLOCATIONS:

AMOUNTS TO BE WIRED:

		Feel free to call me with any questions.
By:			Officer Approval:
Name:
Title:		Senior Loan Servicing Analyst
Prepared:
By			Treasury Approval:
Name:
Title:	Complex Loan Administration Team Lead

Member of The PNC Financial Services Group

10851 Mastin Boulevard, Suite 300 Overland Park, KS 66210

www.pnc.com/midland

EXHIBIT C

NOTICE OF ACKNOWLEDGMENT

Notice and Acknowledgment

Reference is made to that certain Indenture, dated as of June 16, 2016 (as further amended, modified or supplemented from time to time, the “Indenture”), among LMRK Issuer Co. LLC, as issuer (the “Issuer”), the Asset Entities from time to time party thereto and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and (ii) that certain Servicing Agreement, dated as of June 16, 2016 (as amended, modified or supplemented from time to time, the “Servicing Agreement”), between Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”) and the Indenture Trustee.  Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture.

Pursuant to Section 4.06 of the Servicing Agreement, the Trustee hereby provides notice that the Controlling Class Representative has designated a Person (other than the Indenture Trustee) to replace any existing Servicer or any Servicer that has resigned or otherwise ceased to serve as Servicer.  A copy of the written notice of designation is attached hereto as Exhibit A.

[Remainder of Page Intentionally Blank; Signature Page Follows]

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Indenture Trustee

By:

Name:

Title:

By:

Name:

Title:

SCHEDULE A

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

EXHIBIT A

[Designation Notice]

EXHIBIT D

ACKNOWLEDGMENT OF PROPOSED SERVICER

Acknowledgment of Proposed Servicer

Reference is made to that certain Indenture, dated as of June 16, 2016 (as further amended, modified or supplemented from time to time, the “Indenture”), among LMRK Issuer Co. LLC, as issuer (the “Issuer”), the Asset Entities from time to time party thereto and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and (ii) that certain Servicing Agreement, dated as of June 16, 2016 (as amended, modified or supplemented from time to time, the “Servicing Agreement”), between Midland Loan Services, a division of PNC Bank, National Association (the “Servicer”) and the Indenture Trustee.  Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture.

Pursuant to Section 4.06 of the Servicing Agreement, the undersigned hereby acknowledges and accepts its designation to serve as successor servicer and, upon satisfaction of the conditions set forth in Section 4.06 of the Servicing Agreement, the undersigned accepts the appointment as servicer and is vested with the rights and assumes the obligations as servicer under the Servicing Agreement from and after such time.

[Remainder of Page Intentionally Blank; Signature Page Follows]

[     ], as successor servicer

By:

Name:

Title:

SCHEDULE A

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor MS NYC60-1625

New York, New York 10005

Midland Loan Services, a division of

PNC Bank, National Association

10851 Mastin Street, Suite 300

Overland Park, Kansas, 66210

LMRK Issuer Co. LLC

2141 Rosecrans Ave #2100

El Segundo, California 90245