SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2006-1 SUPPLEMENT Dated as of March 17, 2006 to AMENDED AND RESTATED MASTER INDENTURE Dated as of March 17, 2006 SPIRIT MASTER...

Exhibit 4.4

EXECUTION COPY

SPIRIT MASTER FUNDING, LLC

an Issuer,

SPIRIT MASTER FUNDING II, LLC

an Issuer

and

CITIBANK, N.A.

Indenture Trustee

SERIES 2006-1 SUPPLEMENT

Dated as of March 17, 2006

AMENDED AND RESTATED

MASTER INDENTURE

Dated as of March 17, 2006

SPIRIT MASTER FUNDING, NET-LEASE MORTGAGE NOTES, SERIES 2006-1

TABLE OF CONTENTS


	Page
ARTICLE I

DEFINITIONS

Section 1.01. Definitions		3

ARTICLE II

CREATION OF THE SERIES 2006-1 NOTES; PAYMENTS ON THE 2006-1 NOTES

Section 2.01. Designation		6
Section 2.02. Payments on the Series 2006-1 Notes		7
Section 2.03. Redemption of the Series 2006-1 Notes		8
Section 2.04. The Insurance Policy Proceeds Account		8
Section 2.05. Limitations Regarding Repurchases, Substitutions and Acquisitions		8

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties		9
Section 3.02. No Default		9
Section 3.03. Conditions Precedent Satisfied		10

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01. Ratification of Indenture		10
Section 4.02. Actions by Controlling Party		10
Section 4.03. Counterparts		10
Section 4.04. Governing Law		10
Section 4.05. Beneficiaries		10
Section 4.06. Limited Recourse		11
Section 4.07. Notice to the Insurer		11

Exhibits
EXHIBIT A Representations and Warranties		13

Schedules
SCHEDULE I-A Mortgage Loans		I-A-1
SCHEDULE I Mortgage Loan Exceptions		I-1
SCHEDULE II-A Mortgaged Properties		II-A-1


SCHEDULE II	Mortgaged Property Exceptions	II-1
SCHEDULE III-A	Equipment Loans	III-1
SCHEDULE III	Equipment Loan Exceptions
SCHEDULE IV	Amortization Schedule

SERIES 2006-1 SUPPLEMENT, dated as of March 17, 2006 (the “Series 2006-1 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer” and, together with Spirit Master Funding, LLC, the “Issuers”) and the Indenture Trustee.

Pursuant to the Indenture, Spirit Master Funding, LLC issued the Series 2005-1 Notes, with an initial Aggregate Note Principal Balance equal to $441,300,000. Pursuant to this Series 2006-1 Supplement, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “Series 2006-1 Notes”) and specify the Principal Terms thereof. Spirit Master Funding II, LLC is hereby designated as an Issuer hereunder.

Pursuant to the Indenture, the Issuers may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a related Series Supplement to the Indenture.

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture.

“Accrual Period”: With respect to the Series 2006-1 Notes and any Payment Date, the calendar month immediately preceding such Payment Date.

“Business Sector”: With respect to any Industry Group, any of the following applicable business sectors: (a) any business sector as defined in the Indenture; (b) Health Club/Gyms; (c) Recreational Facilities; (d) Specialty Medical Facilities; and (e) Light Manufacturing Facilities.

“Class A Note”: Any of the Series 2006-1 Notes with a “Class A” designation on the face thereof, issued pursuant to this Series 2006-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibit A-1, A-2 or A-3 attached to the Indenture.

“Controlling Party”: With respect to the Series 2006-1 Notes, (i) the Insurer, for so long as no Insurer Default has occurred and is continuing and (ii) if an Insurer Default has occurred and is continuing, the Series 2006-1 Noteholders representing in the aggregate more than 50% of the Class Principal Balance of the Series 2006-1 Notes.

“Defaulted Asset”: As defined in the Property Management Agreement.

“Delinquent Asset”: As defined in the Property Management Agreement.

“Early Amortization Event”: With respect to the Series 2006-1 Notes, (a) as defined in the Indenture and (b) the Insurer has determined, in its reasonable discretion, that as of the date that is six months prior to the Legal Final Payment Date related to the Series 2006-1 Notes, the Issuers will not have the ability to pay off the Series 2006-1 Notes on such Legal Final Payment Date.

“Indenture”: With respect to the Series 2006-1 Notes, the Amended and Restated Master Indenture, dated March 17, 2006, between Spirit Master Funding, LLC and the Indenture Trustee, as supplemented by the Series 2006-1 Supplement.

“Indenture Trustee Fee”: With respect to the Series 2006-1 Notes, an amount equal to $10,000 per annum.

“Initial Purchaser”: Each of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.

“Insurance Agreement”: With respect to the Series 2006-1 Notes, the Insurance and Indemnity Agreement, dated March 17, 2006, among the Insurer, the Issuers, Spirit Finance, Spirit Finance Acquisitions, LLC, Spirit Pocono Corporation and the Indenture Trustee.

“Insurance Policy”: The certificate guaranty insurance policy issued to the Indenture Trustee for the benefit of the Series 2006-1 Noteholders pursuant to the provisions of the Insurance Agreement.

“Insurance Policy Proceeds Account”: The segregated account established in the name of the Indenture Trustee pursuant to Section 2.15(b) of the Indenture and Section 2.04.

“Insurance Premium Fee Letter”: The Premium Fee Letter, dated the Series Closing Date, among the Issuers, Spirit Finance and the Insurer.

“Insured Obligations”: As defined in the Insurance Policy.

“Insurer”: With respect to the Series 2006-1 Notes, Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation.

“Insurer Default”: With respect to the Insurance Policy and the Insurance Agreement, the existence and continuance of any of the following: (a) a failure of the Insurer to make a payment required under the Insurance Policy in accordance with the terms thereof; or (b) (i) the Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), or any other similar federal or state law in the United States of America relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization (an “Insolvency Law”), (B) makes a general assignment for the benefit of its creditors, or

(C) has an order for relief entered against it under any Insolvency Law, the Bankruptcy Code or any other similar federal or state law in the United States of America relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and non-appealable, or (ii) a court of competent jurisdiction, the New York or Wisconsin Department of Insurance or any other competent regulatory authority enters a final and non-appealable order, judgment or decree (X) appointing a custodian, trustee, agent or receiver for the Insurer or for all or any material portion of its property, or (Y) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Insurer (or the taking of possession of all or any material portion of the property of the Insurer).

“Insurer Premium”: With respect to the Series 2006-1 Notes and any Payment Date, the premium payable in arrears to the Insurer pursuant to the Insurance Premium Fee Letter.

“Lease Transfer Mortgaged Property”: As defined in the Property Management Agreement.

“Maximum Property Concentration”: With respect to any date of determination: (i) with respect to the Property Concentration for any Business Sector, (a) in the case of Specialty Retailers as of any Determination Date, a percentage equal to 23.0% as of such Determination Date, (b) in the case of Education Facilities as of any Determination Date, a percentage equal to 10.0% as of such Determination Date, (c) in the case of Movie Theaters as of any Determination Date, a percentage equal to 12.5% as of such Determination Date, and (d) in the case of any other Business Sector (other than the Restaurant Business Sector, so long as no related Restaurant Concept exceeds 7.5% of the Allocated Collateral Amount of all Mortgage Loans and Mortgaged Properties) as of any Determination Date, a percentage no greater than 7.5% as of such Determination Date; (ii) with respect to the Property Concentration for any Tenant (including affiliates thereof), (x) in the case of the largest concentration of Tenants (including affiliates thereof) as of such Determination Date, a percentage equal to 7.0% as of such Determination Date and (y) in the case of the five (5) largest concentrations of Tenants (including affiliates thereof) as of such Determination Date, an aggregate percentage equal to 30.0% as of such Determination Date; (iii) with respect to the Property Concentration for any state, a percentage equal to 15.0% plus the Property Concentration of such state as of the Initial Closing Date; (iv) with respect to the Property Concentration for Ground Leases, a percentage equal to 2.0%; and (v) with respect to the Property Concentration for Leases pursuant to which Tenants pay Percentage Rent only, a percent equal to 1.0%.

“Property Concentrations”: Concentrations, stated as a percentage, of (i) Business Sectors, (ii) Tenants (including affiliates of any Tenant), (iii) states, (iv) Ground Leases, and (v) Leases pursuant to which Tenants pay Percentage Rent only, and are calculated by dividing the aggregate of the Allocated Collateral Amount of the Mortgage Loans and the Mortgaged Properties included in the Collateral Pool, in each case, with respect to all (a) Leases of any single Business Sector, (b) Leases to any single Tenant (including affiliates of such Tenant), (c) Mortgaged Properties within any state,

(d) Mortgaged Properties which are subject to Ground Leases and (e) Mortgaged Properties which are subject to Leases pursuant to which Tenants pay Percentage Rent only, in each case, by the aggregate Allocated Collateral Amount.

“Reinvestment Yield”: The yield on United States Treasury Securities having the closest maturity (month and year) to the weighted average life of the Notes (prior to the application of any Voluntary Prepayment with respect thereto; if more than one such quoted United States Treasury Security has the same maturity date, then the yield of the United States Treasury Security quoted closest to par), plus 0.50%.

“Scheduled Series Balance”: With respect to any Payment Date and the Series 2006-1 Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule IV.

“Series 2006-1 Noteholder”: With respect to any Series 2006-1 Note, the applicable Noteholder, as such term is further defined in the Indenture.

“Series Closing Date”: March 17, 2006.

“Spirit SPE”: Any special purpose, bankruptcy remote subsidiary (direct or indirect) of Spirit Finance (other than any Originator).

ARTICLE II

CREATION OF THE SERIES 2006-1 NOTES; PAYMENTS ON THE 2006-1 NOTES

Section 2.01. Designation.

(a) There is hereby created a Series of Notes to be issued by the Issuers pursuant to the Indenture and this Series 2006-1 Supplement to be known as “Spirit Master Funding, Net-Lease Mortgage Notes, Series 2006-1.” The Notes shall have the following Class designation, initial Class Principal Balance, Note Rate and Ratings:


Class Designation	Initial Class Principal Balance		Note Rate	Ratings (S&P/Xxxxx’x)
Class A	$	301,820,000	5.76%	AAA/Aaa

The Note Interest with respect to each Class of the Series 2006-1 Notes will be calculated on a 30/360 basis.

The Series 2006-1 Notes shall not have preference or priority over the Notes of any other Series except to the extent set forth in the Indenture. The Series 2006-1 Notes shall not be subordinate to any other Series.

(b) The initial Payment Date with respect to the Series 2006-1 Notes shall be the Payment Date occurring on April 20, 2006. The Legal Final Payment Date

with respect to the Series 2006-1 Notes shall be March 2021. The Rated Final Payment Date with respect to the Series 2006-1 Notes shall be March 2024.

(c) The initial Collection Period with respect to the Series 2006-1 Notes shall be the period commencing on March 17, 2006 to and including April 17, 2006.

(d) The Series 2006-1 Notes offered and sold shall be issued in the form of Book-Entry Notes.

Section 2.02. Payments on the Series 2006-1 Notes. On each Payment Date, the Indenture Trustee will apply and will pay the Series Available Amount with respect to the Series 2006-1 Notes for such Payment Date for the following purposes and in the following order of priority:

(1) to the Insurer, the earned and unpaid Insurer Premium due as of such Payment Date;

(2) to the Class A Noteholders, the Note Interest with respect to the Class A Notes, plus unpaid Note Interest with respect to the Class A Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A Notes;

(3) (I) so long as no Early Amortization Event or Event of Default has occurred and is continuing, until the Class Principal Balance of the Class A Notes has been reduced to zero, to the Class A Noteholders, an amount up to the sum of the Scheduled Principal Payments and all Unscheduled Principal Payments allocable to Series 2006-1 for such Payment Date, or (II) if an Early Amortization Event or Event of Default has occurred and is continuing, on a pro rata basis based on unpaid principal amounts, to the Class A Noteholders, in respect of unpaid principal of the Class A Notes, up to an aggregate amount equal to the applicable Series Available Amount remaining for such Payment Date;

(4) to the Insurer, an amount equal to the aggregate amount of unreimbursed payments made under the Insurance Policy and all other amounts owed to the Insurer under the Insurance Policy and the Insurance Agreement and interest on such amounts at the rate agreed upon between the Insurer and the Issuers; and

(5) to the Class A Noteholders, the Make Whole Payments allocated to the Series 2006-1 Notes, if any, due on such Payment Date, together with any unpaid Make Whole Payments from any prior Payment Date.

Only the Insurer may waive the occurrence of an Early Amortization Event under clause (b) of the definition of “Early Amortization Event” (as such definition is set forth in this Series 2006-1 Supplement).

Section 2.03. Redemption of the Series 2006-1 Notes. On any Payment Date prior to the Legal Final Payment Date, the Issuers may redeem the Series 2006-1 Notes in whole or in part, in accordance with the procedures set forth in the Indenture and at a price equal to the outstanding principal amounts thereof plus accrued and unpaid interest thereon, the applicable Make Whole Payments and any outstanding expenses.

Section 2.04. The Insurance Policy Proceeds Account. The Indenture Trustee shall, prior to the Series Closing Date, establish the Insurance Policy Proceeds Account at Citibank, N.A., in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Series 2006-1 Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which none of the Issuers or any other Person shall have any legal or beneficial interest. Amounts held in the Insurance Policy Proceeds Account shall be held uninvested.

Section 2.05. Limitations Regarding Repurchases, Substitutions and Acquisitions. Except with respect to repurchases or substitutions by the applicable Originator or Support Provider due to a Collateral Defect, each Issuer may only sell or exchange its related Mortgaged Property or Mortgage Loan to or with any of its Affiliates subject to the following conditions: (a) such Issuer may sell or exchange such Mortgaged Property or Mortgage Loan only to or with a Spirit SPE that is not the Originator of such Mortgaged Property or Mortgage Loan or, in the case of such Mortgaged Properties or Mortgage Loans that are Delinquent Assets or Defaulted Assets, to or with the Property Manager, the Special Servicer or a Spirit SPE that is not the Originator thereof, (b) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans owned by an Issuer that are sold to or exchanged with affiliates of that Issuer and are not related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Collateral Value of the Mortgage Loans and Mortgaged Properties (that do not otherwise secure a Mortgage Loan) owned by that Issuer as of the Series Closing Date, and (c) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans owned by an Issuer that are sold to affiliates of that Issuer and are related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Collateral Value of the Mortgage Loans and Mortgaged Properties (that do not otherwise secure a Mortgage Loan) owned by that Issuer as of the Series Closing Date; provided, that, subject to receipt of an Opinion of Counsel regarding certain matters of bankruptcy law, such 10% limitation may be waived by the Insurer.

The aggregate Collateral Value of Qualified Substitute Mortgage Loans and Qualified Substitute Mortgaged Properties acquired by the Issuers from Affiliates thereof (including with proceeds from sales to third parties) may not exceed: (i) in any 12-month period, 10% of the Aggregate Collateral Value as of the Series Closing Date and (ii) over the term of the Notes, 25% of the Aggregate Collateral Value as of the Series Closing Date; provided, however, that, upon the consent of the Insurer and subsequent to such consent provision of 20 days notice to the Rating Agencies, the foregoing limitations will not include Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged Properties from parties unaffiliated with Spirit Finance; provided, further, that the foregoing limitations will not include any mortgaged properties substituted pursuant to any Third Party Purchase Options or any Lease Transfer

Mortgaged Properties. In addition, the acquisition of any Qualified Substitute Mortgaged Property or Qualified Substitute Mortgage Loan by an Issuer may not cause: (i) the Property Concentration of Recreational Facilities on any such date of acquisition to exceed the applicable percentage set forth on the Series Closing Date; and (ii) subject to ten (10) Business Days notification to the Rating Agencies, the Property Concentration of the Retail Industry Group (excluding Specialty Retailers) on any such date of acquisition to be less than 40%.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties.

(a) The Issuers and the Indenture Trustee hereby restate as of the Series Closing Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Section 5.06 and Section 9.04, as applicable, of the Indenture.

(b) Each of the parties hereto make the following representations:

(i) it has full corporate power and authority to execute, deliver and perform under this Series 2006-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2006-1 Supplement is in the ordinary course of its business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party or the enforceability of any of the Transaction Documents. The execution, delivery and performance by it of this Series 2006-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2006-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms;

(ii) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance by it of this Series 2006-1 Supplement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.

Section 3.02. No Default. The Issuers hereby represent and warrant to the Series 2006-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, no Event of Default has occurred and is continuing.

Section 3.03. Conditions Precedent Satisfied. The Issuers hereby represent and warrant to the Series 2006-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, each of the conditions precedent set forth in the Indenture, including but not limited to those conditions precedent set forth in Section 2.04(e) thereof, have been satisfied.

Section 3.04. Collateral Representations and Warranties. The Issuers hereby represent and warrant to the Indenture Trustee on behalf of the Noteholders and the Insurers that the representations and warranties set forth on Exhibit A hereto are true and correct as of the Series Closing Date (or such other date as is set forth in any such representation or warranty) with respect to the Mortgage Loans, Mortgaged Properties and Leases Granted by such Issuer on or prior to the Series Closing Date, except as otherwise set forth in Exhibit A hereto.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01. Ratification of Indenture. As supplemented by this Series 2006-1 Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by the Series 2005-1 Supplement and this Series 2006-1 Supplement, shall be read, taken and construed as one and the same instrument.

Section 4.02. Actions by Controlling Party. So long as no Insurer Default has occurred and is continuing, the Insurer, and at any time that an Insurer Default has occurred and is continuing, Series 2006-1 Noteholders representing more than 50% of the Aggregate Note Principal Balance of the Series 2006-1 Notes, will be entitled to exercise the rights and remedies of the Series 2006-1 Noteholders with respect to actions taken by the Controlling Party pursuant to the Indenture.

Section 4.03. Counterparts. This Series 2006-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

Section 4.04. Governing Law. THIS SERIES 2006-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 4.05. Beneficiaries. As supplemented by this Series 2006-1 Series Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2006-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.

Section 4.06. Limited Recourse. Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2006-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable only from the Collateral Pool and from drawings on the Insurance Policy. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2006-1 Noteholder shall be deemed to have agreed, by acceptance of its Note, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer for a period of two years and 31 days following payment in full of all of the Notes issued or co-issued by such Issuer under the Indenture.

Section 4.07. Notice to the Insurer and the Rating Agencies. Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance—Mortgage-Backed Securities Group, facsimile number: (000) 000-0000, with a copy to, Cadwalader, Xxxxxxxxxx & Xxxx LLP, One World Financial Center, New York, New York 10281, Attention: Xxx Xxxxx, facsimile number (000) 000-0000; (ii) in the case of S&P, Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Asset-Backed Surveillance Department, facsimile number: (000) 000-0000; and (iii) in the case of Moody’s, Xxxxx’x Investor Services, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset-Backed Monitoring, facsimile number: (000) 000-0000; 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.

IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2006-1 Supplement to be duly executed and delivered by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.


SPIRIT MASTER FUNDING, LLC
as an Issuer

By:		/s/ Xxxxxxxxx Xxxx


Name:		Xxxxxxxxx Xxxx
Title:		Chief Financial Officer



SPIRIT MASTER FUNDING II, LLC as an Issuer

By:		/s/ Xxxxxxx X. Xxxxxxx


Name:		Xxxxxxx X. Xxxxxxx
Title:		Senior Vice President



CITIBANK, N.A.
not in its individual capacity but solely as Indenture Trustee

By:		/s/ Xxxx Xxxxxx


Name:		Xxxx Xxxxxx
Title:		AVP

EXHIBIT A

REPRESENTATIONS AND WARRANTIES

SPIRIT MASTER FUNDING, LLC and SPIRIT MASTER FUNDING II, LLC, each a Delaware limited liability company (each, an “Issuer”), on this 17^th day of March, 2006, hereby delivers this Issuer Certification pursuant to that certain Indenture of even date herewith (the “Indenture”) and that certain Amended and Restated Property Management and Servicing Agreement of even date herewith (the “Property Management Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture, and if not set forth in the Indenture, in the Property Management Agreement.

1. Mortgage Loans. With respect to each Mortgage Loan (as identified in Schedule I-A), the applicable Originator hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Mortgage Loans pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule I hereto, that:

(a) Immediately prior to the transfer and assignment of the Mortgage Loan to the Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Mortgage Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Mortgage Loan. Such transfer and assignment from the applicable Originator to the Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and Assignments of the Mortgages in blank validly assigns all of such Originator’s right, title and ownership of the Mortgage Loan to the Issuer (and, with respect to the Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.

(b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to the Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Mortgage Loan or the related Mortgaged Property not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower.

(c) The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Mortgage Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein.

(d) The following are “Permitted Exceptions” with respect to the Mortgage Loan and the related Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases —Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv) do not, individually or in the aggregate, materially interfere with the value of the Mortgaged Property, or do not materially interfere or restrict the current use or operation of the Mortgaged Property relating to the Mortgage Loan or do not materially interfere with the security intended to be provided by the Mortgage, the current use or operation of the Mortgaged Property or the current ability of the Mortgaged Property to generate net operating income sufficient to service the Mortgage Loan. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Mortgaged Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing Financing Statements.

(e) The related Mortgage constitutes a valid, legally binding and enforceable first priority lien upon the related Mortgaged Property securing the Mortgage Loan and the improvements located thereon and forming a part thereof, prior to all other liens and encumbrances, except for Permitted Exceptions. The lien of the Mortgage is insured by an American Land Title Association (or an equivalent form thereof as adopted in the applicable jurisdiction) mortgagee’s title insurance policy (a “Title Policy”), issued by a nationally recognized title insurance company, insuring the originator of the Mortgage Loan, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan after all advances of principal, subject only to Permitted Exceptions (or, if a Title Policy has not yet been issued in respect of the Mortgage Loan, a policy meeting the foregoing description is evidenced by a commitment for title insurance “marked up” (or by “pro-forma” otherwise agreed to in a closing instruction letter countersigned by the title company) as of the closing date of the Mortgage Loan). Each Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no material claims have been made thereunder and no claims have been paid thereunder. Neither the applicable Originator nor the Issuer (as applicable) has, by act or omission, done anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the Mortgage Loan to the Issuer, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of the Issuer without the consent of or notice to the insurer.

(f) Neither the applicable Originator nor the Issuer (as applicable) has waived any material default, breach, violation or event of acceleration existing under the Mortgage or Mortgage Note.

(g) The Borrower has not waived any material default, breach, violation or event of acceleration by the Tenant existing under the Lease.

(h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Mortgage Loan.

(i) The Mortgaged Property securing the Mortgage Loan is free and clear of any damage that would materially and adversely affect its value as security for the Mortgage Loan. No proceeding for the condemnation of all or any material portion of the Mortgaged Property has been commenced.

(j) The Mortgage Loan complied with all applicable usury laws in effect at its date of origination.

(k) The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Mortgage Loan, including, but not limited to, mortgage recording taxes and recording and filing fees relating to the origination of such Mortgage Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.

(l) The Borrower under the related Mortgage Note, Mortgage and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Mortgage Note, Mortgage and other Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(m) All improvements upon the Mortgaged Property securing the Mortgage Loan are insured under insurance policies (as described in a schedule to the related Purchase and Sale Agreement entitled the “Insurance Schedule”). The Loan Documents require the Borrower to maintain, or cause the Tenant to maintain, and the Lease requires the Tenant to maintain, insurance coverage described on the Insurance Schedule and all insurance required under applicable law including, without limitation, insurance against loss by hazards with extended coverage in an amount (subject to a customary deductible) at least equal to the full replacement cost of the improvements located on such Mortgaged Property, including without limitation, flood insurance if any portion of the improvements located upon the Mortgaged Property was, at the time of the origination of the Mortgage Loan, in a flood zone area as identified in the Federal Register by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, and flood insurance was available under the then current guidelines

of the Federal Insurance Administration and is in effect with a generally acceptable insurance carrier. The Loan Documents require the Borrower to maintain, or to cause the Tenant to maintain, on the Mortgaged Property securing any Mortgage Loan a fire and extended perils insurance policy, in an amount not less than the replacement cost and the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property. All such insurance policies contain a standard “additional insured” clause (or similar clause) naming the Borrower (as landlord under the related Lease), its successors and assigns (including, without limitation, subsequent owners of the Mortgaged Property), as additional insured, and may not be reduced, terminated or canceled without thirty (30) (and, in some cases ten (10)) days’ prior written notice to the additional insured. In addition, the Mortgage requires the Borrower to (i) cause the holder of the Mortgage to be named as an additional insured mortgagee, and (ii) maintain (or to require the Tenant to maintain) in respect of the Mortgaged Property workers’ compensation insurance (if applicable), commercial general liability insurance in amounts generally required by such holder of the Mortgage, and at least 6 months rental or business interruption insurance. The related Loan Documents obligate the Borrower to maintain such insurance and, at such Xxxxxxxx’s failure to do so, authorizes the mortgagee to maintain such insurance at the Borrower’s cost and expense and to seek reimbursement therefor from such Borrower. Each such insurance policy, as applicable, is required to name the holder of the Mortgage as an additional insured or contain a mortgagee endorsement naming the holder of the Mortgage as loss payee and requires prior notice to the holder of the Mortgage of termination or cancellation, and no such notice has been received, including any notice of nonpayment of premiums, that has not been cured. There have been no acts or omissions that would impair the coverage of any such insurance policy or the benefits of the mortgage endorsement. All insurance contemplated in this section is maintained with insurance companies with a General Policy Rating of “A” or better by S&P or “A:VI” or better by Best’s Insurance Guide and are licensed to do business in the state wherein the Borrower or the Mortgaged Property subject to the policy, as applicable, is located.

(n) As of the Series Closing Date, with the exception of the 42 Mortgaged Properties securing 42 Mortgage Loans, representing approximately 2.2% of the Mortgaged Properties (by Allocated Collateral Amount), for each of which there is an environmental insurance policy in place, the Mortgaged Property securing the Mortgage Loan was subject to one or more environmental site assessments or reports (or an update of a previously conducted assessment or report) prior to the origination of such Mortgage Loan, and neither the applicable Originator nor the Issuer (as applicable) has knowledge of any material and adverse environmental conditions or circumstance affecting such Mortgaged Property that was not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the Mortgaged Property securing any such Mortgage Loan other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed and, thereafter, to the extent that such report or remediation program is so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with the Mortgaged Property securing any such Mortgage Loan or an adjacent or neighboring property; (ii) an operations and maintenance plan or periodic monitoring of such Mortgaged Property or

nearby properties was recommended and implemented; or (iii) a follow-up plan was otherwise required to be taken under CERCLA or under regulations established thereunder from time to time by the Environmental Protection Agency, and such plan has been implemented in the case of (i), (ii) and (iii) above. The Borrower determined in accordance with the related underwriting guidelines that adequate funding was available for such program or plan, as applicable. The applicable Originator has not taken any action with respect to the Mortgage Loan or the Mortgaged Property securing such Mortgage Loan that could subject the Issuer, or its successors and assigns in respect of the Mortgage Loan, to any liability under CERCLA or any other applicable federal, state or local environmental law, and neither such Originator nor the Issuer (as applicable) has received any actual notice of a material violation of CERCLA or any applicable federal, state or local environmental law with respect to the Mortgaged Property securing such Mortgage Loan that was not disclosed in the related report. The Mortgage or other Loan Documents require the Borrower (and the Leases require the Tenant) to comply with all applicable federal, state and local environmental laws and regulations.

(o) The Mortgage Loan is not cross-collateralized with any mortgage loan that is not included in the Collateral Pool.

(p) The terms of the Mortgage, Mortgage Note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related Mortgage.

(q) There are no delinquent taxes, ground rents, assessments for improvements or other similar outstanding lienable charges affecting the related Mortgaged Property which are or may become a lien of priority equal to or higher than the lien of the Mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.

(r) Except for any Mortgage Loan secured by a Ground Lease, the interest of the Borrower in the Mortgaged Property consists of a fee simple estate in real property.

(s) The Mortgage Loan is a whole loan and not a participation interest.

(t) The assignment of the Mortgage referred to in the Loan File constitutes the legal, valid and binding assignment of such Mortgage from the relevant assignor to the Issuer or to the Collateral Agent. The Assignment of Leases and Rents set forth in the Mortgage or separate from the Mortgage and related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and, subject only to Permitted Exceptions, enforceable first priority lien and first priority security interest in the Borrower’s interest in all leases, subleases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the Mortgage, and each assignor thereunder has the

full right to assign the same. The related assignment of Mortgage or any assignment of leases and rents not included in a Mortgage, executed and delivered in favor of the Issuer is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor’s right, title and interest in, to and under such assignment of leases and rents.

(u) All escrow deposits relating to the Mortgage Loan that are required to be deposited with the holder of the Mortgage Loan or its agent have been so deposited.

(v) As of the date of origination of such Mortgage Loan and, as of the Transfer Date, as the case may be, the Mortgaged Property securing such Mortgage Loan was and is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof which create a lien prior to that created by the Mortgage, except those which are insured against by the Title Policy referred to in paragraph (e) above.

(w) As of the date of the origination of the Mortgage Loan, no improvement that was included for the purpose of determining the appraised value of the related Mortgaged Property securing such Mortgage Loan at the time of origination of the Mortgage Loan lay outside the boundaries and building restriction lines of such property in any way that would materially and adversely affect the value of such Mortgaged Property or the ability to operate the Mortgaged Property under the related Lease (unless affirmatively covered by the title insurance referred to in paragraph (e) above), and no improvements on adjoining properties encroached upon such Mortgaged Property to any material extent.

(x) (i) There exists no material default, breach or event of acceleration under the Mortgage Loan or any of the Loan Documents or the related Lease, if any, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration, (iii) no payment on any Mortgage Loan is, or has previously been during any time owned by the applicable Originator or the Issuer, 30 or more days delinquent, and (iv) no payment on any related Lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by such Originator with respect to the Mortgage Loan.

(y) In connection with the origination of the Mortgage Loan, the applicable Originator inspected or caused to be inspected the Mortgaged Property securing the Mortgage Loan by inspection, appraisal or otherwise as required in such Originator’s underwriting guidelines then in effect.

(z) The Mortgage Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the Mortgage, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property securing the Mortgage Loan, or for negative amortization.

(aa) No holder of the Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property securing the Mortgage Loan, directly or indirectly, for the payment of any amount required by the Mortgage Loan (other than amounts paid by the Tenant as specifically provided under the related Lease).

(bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable mortgage loans by such Originator, as of the date of origination or acquisition of the Mortgage Loan, the related Borrower, was in compliance with all applicable laws relating to the ownership and operation of any Mortgaged Property securing the Mortgage Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Mortgaged Property as operated. With respect to any Mortgaged Property operated as a franchised property, and except with respect to Mortgage Loans for which the related Tenant is the franchisor, the Tenant of such Mortgaged Property has entered into a legal, valid, and binding franchise agreement and such lessee operator has represented in the applicable lease documents that, as of the date of origination or acquisition of the Mortgage Loan, there were no defaults under the franchise agreement by such Tenant.

(cc) The origination, servicing and collection practices the applicable Originator or Issuer used with respect to the Mortgage Loan since such Originator’s origination or, as applicable, such Originator’s or Issuer’s acquisition thereof have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards.

(dd) The Mortgage or Mortgage Note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the Mortgaged Property securing the Mortgage Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the Mortgaged Property securing the Mortgage Loan is located governing foreclosures of mortgages and deeds of trust under power of sale.

(ee) The Mortgage provides that insurance proceeds and condemnation proceeds will be applied for one of the following purposes: to restore or repair the Mortgaged Property securing the Mortgage Loan; to repay the principal of the Mortgage Loan; or to be used as otherwise directed by the holder of such Mortgage.

(ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable Originator’s or Issuer’s knowledge, as applicable, pending against or affecting the Borrower or the Mortgaged Property securing the Mortgage Loan that, if determined adversely to such Borrower or the Mortgaged Property securing the Mortgage Loan, would materially and adversely affect the value of the Mortgaged Property

securing the Mortgage Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Mortgage Loan or the related Lease, as applicable.

(gg) If the Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage. Except in connection with a trustee’s sale or as otherwise required by applicable law, after default by the Borrower, no fees or expenses are payable to such trustee.

(hh) Except in cases where either (i) a release of a portion of the Mortgaged Property securing the Mortgage Loan was contemplated at origination of the Mortgage Loan and such portion was not considered material for purposes of underwriting the Mortgage Loan, or (ii) release is conditioned upon the satisfaction of certain underwriting and legal requirements and the payment of a release price, neither the Mortgage Note nor the Mortgage requires the holder thereof to release all or any portion of the Mortgaged Property securing the Mortgage Loan from the lien of the Mortgage except upon payment in full of all amounts due under the Mortgage Loan.

(ii) The Mortgage does not permit the Mortgaged Property securing the Mortgage Loan to be encumbered by any lien junior to or of equal priority with the lien of the Mortgage (excluding any lien relating to another Mortgage Loan that is cross collateralized with the Mortgage Loan) without the prior written consent of the holder thereof.

(jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.

(kk) As of the date of origination or acquisition of the Mortgage by the applicable Originator, the Borrower, if not a natural person, was duly organized and validly existing under the laws of the state of its jurisdiction.

(ll) The Mortgage Loan contains provisions for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without complying with the requirements of the Mortgage Loan, the Mortgaged Property securing the Mortgage Loan, or any controlling interest in the Borrower, is directly or indirectly transferred or sold.

(mm) The Loan Documents for the Mortgage Loan provide that the Borrower is to provide periodic financial and operating reports including, without limitation, annual profit and loss statements, statements of cash flow and other related information that the Issuer reasonably requests from time to time.

(nn) To the applicable Originator’s actual knowledge, based upon zoning letters, zoning reports, the Title Policy insuring the lien of the Mortgage, historical use and/or other due diligence customarily performed by such Originator in connection with the origination of the Mortgage Loan, the improvements located on or forming part of such Mortgaged Property securing the Mortgage Loan comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses).

(oo) Any Mortgaged Property securing the Mortgage Loan is located within one of the 50 United States or the District of Columbia.

(pp) With respect to the Mortgage Loan if secured by a Mortgaged Property located in “seismic zones” 3 or 4, the Borrower or the Issuer (or an affiliate of the Issuer) has obtained, and is required under the Loan Documents to maintain, earthquake insurance with respect to the improvements on and forming a part of such Mortgaged Property, or is required to cause the Tenant to maintain (and the Tenant has obtained) earthquake insurance if such Mortgaged Property is located in any such area.

(qq) The applicable Originator does not have knowledge of any circumstance or condition with respect to such Mortgage Loan, the Mortgaged Property securing the Mortgage Loan, the related Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause the Issuer to regard such Mortgage Loan as unacceptable security, cause such Mortgage Loan or the related Lease to become delinquent or have a material adverse effect on the value or marketability of such Mortgage Loan.

(rr) The Mortgaged Property securing the Mortgage Loan has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of the Mortgaged Property securing the Mortgage Loan as presently used and enjoyed are located in such public rights-of-way abutting such Mortgaged Property or are the subject of access easements for the benefit of the Mortgaged Property, and all such utilities are connected so as to serve such Mortgaged Property without passing over other property or are the subject of access easements for the benefit of such Mortgaged Property. All roads necessary for the full use of the Mortgaged Property securing the Mortgage Loan for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of such Mortgaged Property.

(ss) With respect to any Mortgage Loan where all or a material portion of the Mortgaged Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel letter or other writing received from the Ground Lessor included in the related Loan File and, if applicable, the related Mortgage:

(1) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded. The Ground Lessor has permitted the interest of the Ground Lessee to be encumbered by the related Mortgage. To the best of the applicable Originator’s or Issuer’s knowledge, as applicable, there has been no material change in the terms of the Ground Lease since its recordation, except by any written instruments which are included in the related Loan File.

(2) The Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns.

(3) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, can be exercised, and is enforceable, by the lender) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan.

(4) Based on the Title Policy referenced in paragraph (e) above, the Ground Leasehold interest is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject to permitted encumbrances and liens that encumber the Ground Lessor’s fee interest.

(5) The Ground Lease is assignable to the lender and its assigns without the consent of the Ground Lessor thereunder.

(6) The Ground Lease is in full force and effect and no default has occurred under the Ground Lease and there is no existing condition which, but for the passage of time or the giving of notice, would result in a material default under the terms of the Ground Lease.

(7) The Ground Lessor is required to give notice of any default by the related lessee to the lender.

(8) The lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings, or to take other action so long as the lender is proceeding diligently) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default, before the Ground Lessor thereunder may terminate the Ground Lease.

(9) Either (i) the Ground Lease does not impose restrictions on subletting or (ii) the Ground Lessor has consented to the existing Ground Lease with respect to the related Mortgaged Property securing the related Mortgage Loan. The Ground Lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the lessee in the relevant portion of the Mortgaged Property subject to the Ground Lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.

(10) Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) is required to be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the lender or a trustee appointed by it

having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest, except that in the case of condemnation awards, the Ground Lessor may be entitled to a portion of such award.

(11) Any related insurance proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Mortgaged Property is required to be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan). Until the principal balance and accrued interest are paid in full, neither the lessee nor the Ground Lessor under the Ground Lease has an option to terminate or modify the Ground Lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide for an abatement of the rent.

(12) Provided that the lender cures any defaults which are susceptible to being cured, the Ground Lessor has agreed to enter into a new lease upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(tt) With respect to Mortgage Loans originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loans purchased or substituted by the Issuer from a third party, each Mortgage Loan and the related Mortgaged Property securing the Mortgage Loan are required to be originated pursuant to the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer), any Originator Form Documents or in accordance with a Borrower’s, Xxxxxx’s or different form of document that is otherwise approved by the applicable Originator on a case by case basis in a manner that provides such Originator to receive the substantive benefits intended to be realized under the material terms of the Originator Form Documents.

(uu) The Mortgage Loan is not a construction loan.

2. Mortgaged Properties and Leases. With respect to each Mortgaged Property (as identified in Schedule II-A), the applicable Originator hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Mortgaged Properties pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule II hereto, that:

(a) Such Originator or Issuer, as applicable, owns such Mortgaged Property or Lease free and clear of any and all liens and other encumbrances except for the Permitted Exceptions. The following are “Permitted Exceptions” with respect to such Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases—Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii) and (iv) do not, individually or in the aggregate, materially interfere with the value of such Mortgaged Property, or do not materially interfere or restrict the current use or operation of such Mortgaged Property relating to the Lease or do not materially interfere with the security intended to be provided by any mortgage, the current use or operation of the Mortgaged Property or the current ability of the Mortgaged Property to generate net operating income sufficient to service the Lease. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Mortgaged Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing Financing Statements.

(b) The applicable Originator or Issuer (as applicable) has full right and authority to sell, contribute, assign, mortgage, pledge and transfer its interest in such Lease and Mortgaged Property or, to the extent that consent of a Tenant is required, such consent has been obtained.

(c) The information set forth in the lease schedule (attached to the related Purchase and Sale Agreement) with respect to such Mortgaged Property and Lease was true and correct in all material respects as of the related Transfer Date.

(d) Such Lease was not delinquent (giving effect to any applicable grace period) in the payment of any Monthly Lease Payments (other than Percentage Rents that are being recalculated with respect to certain Leases set forth in the lease schedule attached to the related Purchase and Sale Agreement) as of the Series Closing Date, and has not been during the time owned by the applicable Originator, 30 days or more delinquent in respect of any Monthly Lease Payment required thereunder.

(e) Lessor estoppels containing protection provisions have been obtained from the owner of the fee simple interest in each Property in which the applicable Originator or Issuer (as applicable) has only a ground leasehold interest.

(f) With respect to the related Lease for the Mortgaged Property, (i) there exists no material default, breach or event of acceleration under the Lease or any other agreement, document or instrument executed in connection with such Lease, (ii) to

the applicable Originator’s or Issuer’s (as applicable) knowledge, there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration under the Lease, and (iii) there exists no material default, breach or event of acceleration under the Lease which such Originator or Issuer, as applicable, as landlord, or its servicer is not pursuing to cure, resolve or otherwise pursue remedies under the Lease with diligence.

(g) Neither such Lease nor any other agreement, document or instrument executed in connection with such Lease has been waived, modified, altered, satisfied, cancelled or subordinated in any material respect, and such Lease has not been terminated or cancelled, nor has any instrument been executed that would effect any such waiver, modification, alteration, satisfaction, termination, cancellation, subordination or release, except in each case by a written instrument that is part of the related Lease File.

(h) The Mortgaged Property is covered by a Title Policy, issued during the 6 months after the date of transfer thereof, in an amount at least equal to the initial Appraised Value of such Mortgaged Property. The Title Policy insures, as of the date of such policy, that the Collateral Agent has a valid security interest in such Mortgaged Property, subject only to the Permitted Exceptions (to the extent stated therein); such Title Policy is in full force and effect and names the Collateral Agent as a mortgagee of record; as of the Series Closing Date, all premiums for the Title Policy have been paid; and as of the Series Closing Date, no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Mortgaged Property is located.

(i) The Lease is not a Defaulted Asset or a Delinquent Asset as of the related Transfer Date.

(j) At commencement of the Lease, the Tenant had all material licenses, permits and material agreements, including without limitation franchise agreements and certificates of occupancy, necessary for the operation and continuance of the Tenant’s business on the Mortgaged Property; and, to the best of the applicable Originator’s or Issuer’s (as applicable) knowledge, (1) the Tenant is not in default of its obligations under any such applicable license, permit or agreement and (2) each such license, permit and agreement is in full force and effect.

(k) The Tenant is not the subject of any bankruptcy or insolvency proceeding.

(l) There are no pending actions, suits or proceedings by or before any court or governmental authority against or affecting, such Lease, such Mortgaged Property or, to the applicable Originator’s knowledge, the Tenant, that is reasonably likely to be determined adversely and, if determined adversely, would materially and adversely effect the value of the Lease or use or value of the Mortgaged Property, or the ability of the Tenant to pay any amounts due under the Lease.

(m) All of the material improvements built or to be built on the Mortgaged Property that were included for the purpose of determining the Appraised Value of the Mortgaged Property lay within the boundaries of such Mortgaged Property and there are no encroachments into the building setback restriction lines of such Mortgaged Property in any way that would materially and adversely affect the value of the Mortgaged Property or the ability of the Tenant to pay any amounts due under the Lease (unless affirmatively covered in the applicable Title Policy described in paragraph (h) above.)

(n) There are no delinquent or unpaid taxes or assessments, or other outstanding charges affecting the Mortgaged Property that are or may become a lien of priority equal to or higher than the lien of the Mortgage in favor of the Indenture Trustee (or Collateral Agent on its behalf), other than such amounts that do not materially and adversely affect the value of the Lease or use or value of the Mortgaged Property. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.

(o) There is no valid dispute, claim, offset, defense or counterclaim to the applicable Originator’s or Issuer’s (as applicable) rights in the Lease.

(p) There is no proceeding pending for the total or partial condemnation of the Mortgaged Property and the Mortgaged Property is free and clear of any damage that would materially and adversely affect the value or use of such Mortgaged Property.

(q) The Lease or other agreement, document or instrument executed in connection with such Lease is the legal, valid and binding and enforceable obligation of the Tenant (subject to certain creditors’ rights exceptions and other exceptions of general application) and is in full force and effect.

(r) Except for any Lease that permits the Tenant to self-insure, the Lease requires the Tenant to maintain (or make payment to the lessor to cover such premiums) in respect of the Mortgaged Property insurance against loss by hazards (excluding flood and earthquake) and comprehensive general liability insurance in amounts generally required by the applicable Originator or the Issuer, as applicable, and in some cases (which may be only required at such Originator’s or the Issuer’s request), business interruption or rental value insurance for at least 6 months; all of such insurance required under the Lease for such Mortgaged Property (including, without limitation, if provided under a master insurance policy of the Issuer or an affiliate thereof) is in full force and effect and names such Originator or the Issuer (as applicable) or its respective successors and assigns as an additional insured; all premiums for any insurance policies (including, without limitation, any applicable master insurance policy of the Issuer or an affiliate thereof) required to be paid as of the date of the related Purchase and Sale Agreement (or other applicable

acquisition date) have been paid; all of such insurance policies require prior notice to the lessor under the Lease of termination or cancellation, and as of the date of the related Purchase and Sale Agreement (or other applicable acquisition date) no such notices have been received; in the event that the Tenant fails to maintain the insurance required thereunder, the Lease (or other applicable document) authorizes the lessor under the Lease to maintain such insurance at the Tenant’s cost and expense and to seek reimbursement therefor from such Tenant. If such Mortgaged Property is located in flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, such Mortgaged Property is required under the Lease to be covered by insurance against loss by flood in amounts generally required by such Originator or the Issuer (as applicable) which insurance is in full force and effect. With respect to any Lease that permits the related Tenant to self-insure, such Lease requires one of the following in order for such Tenant to self-insure: (i) the related Tenant to not be in default, and such Tenant or any related Guarantor must either be a company listed on the NYSE with a rating of “NAIC-2” or better by the National Association of Insurance Commissioners; (ii) the related Tenant to not be in default and maintain a minimum tangible net worth of at least $50,000,000; (iii) the related Tenant to maintain limits of not less than $2,000,000; or (iv) the related Tenant may self-insure up to $100,000 single limits per occurrence for each $10,000,000 of such Tenant’s net worth as reflected on such Tenant’s most recent audited balance sheet.

(s) The Mortgaged Property was subject to one or more environmental assessments or reports (or an update of a previously conducted assessment or report) and the applicable Originator or the Issuer (as applicable) has no knowledge of any material and adverse environmental conditions or circumstance affecting such Mortgaged Property that were not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the Mortgaged Property other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed and, thereafter, to the extent that such report or remediation program so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with the Mortgaged Property or an adjacent or neighboring property; (ii) an operations and maintenance plan or periodic monitoring of such Mortgaged Property or nearby properties was recommended and implemented; or (iii) a follow-up plan was otherwise required to be taken under CERCLA or under regulations established thereunder from time to time by the Environmental Protection Agency, and such plan has been implemented in the case of (i), (ii) and (iii) above. The applicable Originator or the Issuer (as applicable) determined in accordance with the related underwriting guidelines that adequate funding was available for such program or plan, as applicable. Neither the applicable Originator nor the Issuer, as applicable, has taken any action with respect to the Mortgaged Property that would subject the Issuer, or its successors and assigns in respect of the Mortgaged Property, to any liability under CERCLA or any other applicable federal, state or local environmental law, and neither such Originator or the Issuer (as applicable) has received any actual notice of a material violation of CERCLA or any other applicable Environmental Law with respect to the Mortgaged Property that was not disclosed in the related report. The Lease requires the Tenant to comply with all applicable federal, state and local laws, including Environmental Laws. The Lease specifically requires compliance with any Environmental Laws. For purposes of this paragraph (s), “Environmental Law” means any present federal, state and local laws,

statutes, ordinances, rules, regulations, standards, policies, consent decrees, consent or settlement agreements and other governmental directives or requirements, as well as common law, that apply to the Mortgaged Property and relate to Hazardous Substances, including, without limitation, CERCLA and RCRA. For purposes of this paragraph (s), “Hazardous Substances” means: petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which on the Mortgaged Property is regulated by or prohibited by any federal, state or local authority; any substance that requires special handling; and any other material, substance or waste now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law.

(t) Such Mortgaged Property is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof that would materially and adversely affect the value, use or operation of such Mortgaged Property except those that are insured against by the Title Policy referred to in paragraph (h) above.

(u) The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby.

(v) With respect to each Mortgaged Property:

(1) such Mortgaged Property is not subject to any lease other than a sublease and/or the related Lease; no person has any possessory interest in, or right to occupy, the leased property except under and pursuant to the Lease or such sublease; the Tenant (or sub-tenant) is in occupancy of the Mortgaged Property and is paying rent pursuant to the Lease; and, in the case of any sublease, the Tenant remains primarily liable on the Lease;

(2) except with respect to those Mortgaged Properties with respect to which the Tenant can terminate the related Lease during the last 42 months of the lease term in the event of a casualty and any insurance proceeds related thereto are payable to the Tenant, the obligations of the Tenant, including, but not limited to, the obligation to pay fixed and additional rent, are not affected by reason of: any damage to or destruction of any portion of the leased property; any taking of the leased property or any part thereof by condemnation or otherwise; or any prohibition, limitation, interruption, cessation, restriction, prevention or interference of the Tenant’s use, occupancy or enjoyment of the leased property, except the Tenant’s rights to xxxxx or terminate its obligation to pay fixed or

additional rent are coupled with insurance proceeds or condemnation awards going to the lessor; or the right to xxxxx as a result of a landlord’s default;

(3) neither the applicable Originator nor the Issuer (as applicable), as lessor under the Lease, has any monetary obligations under the Lease that has not been satisfied;

(4) the Tenant has not been released, in whole or in part, from its obligations under the terms of the Lease;

(5) all obligations related to the initial construction of the improvements on the Mortgaged Property have been satisfied and, except for the obligation to rebuild such improvements after a casualty (which obligation is limited by available insurance proceeds), the applicable Originator or the Issuer (as applicable) does not have any nonmonetary obligations under the Lease and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease;

(6) there is no right of rescission, set-off, abatement (except in the case of casualty or condemnation), diminution, defense or counterclaim to the Lease, nor does the operation of any of the terms of the Lease, or the exercise of any rights thereunder, render the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, defense or counterclaim, and no such right has been asserted;

(7) the Tenant has agreed to indemnify the lessor from any claims of any nature relating to the Lease and the related Mortgaged Property other than the lessor’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of environmental and hazardous waste laws resulting from the Tenant’s operation of the property;

(8) any obligation or liability imposed on the lessor by any easement or reciprocal easement agreement is also an obligation of the Tenant under the Lease;

(9) the Tenant is required to make rental payments as directed by the lessor and its successors and assigns; and

(10) except in certain cases where the Tenant may exercise a right of first refusal, the Lease is freely assignable by the lessor and its successors and assigns to any person without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.

(w) In connection with Leases with a Guaranty:

(1) such Guaranty, on its face, is unconditional, irrevocable and absolute, and is a guaranty of payment and not merely of collection and contains no conditions to such payment, other than a notice and right to cure; and the Guaranty provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease and does not provide for offset, counterclaim or defense; and

(2) such Guaranty is binding on the successors and assigns of the guarantor and inures to the benefit of the lessor’s successors and assigns and cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved.

(x) No fraudulent acts were committed by the applicable Originator or the Issuer (as applicable) during the origination process with respect to the Lease related to such Mortgaged Property.

(y) In connection with the acquisition of each Mortgaged Property, the applicable Originator or the Issuer (as applicable) inspected or caused to be inspected the Mortgaged Property by inspection, appraisal or otherwise as required in such underwriting guidelines then in effect.

(z) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards.

(aa) To the extent required under applicable law, the applicable Originator or the Issuer (as applicable) was authorized to transact and do business in the jurisdiction in which such Mortgaged Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease.

(bb) The Mortgaged Property has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of the Mortgaged Property as presently used and enjoyed are located in the public right-of-way abutting the Mortgaged Property or are the subject of access easements for the benefit of the Mortgaged Property, and all such utilities are connected so as to serve the Mortgaged Property without passing over other property or are the subject of access easements for the benefit of the Mortgaged Property. All roads necessary for the full use of the Mortgaged Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the Mortgaged Property.

(cc) The Lease File contains a survey with respect to such Mortgaged Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state).

(dd) With respect to any Mortgaged Property in which the applicable Originator’s or the Issuer’s (as applicable) interest in such Mortgaged Property is under a Ground Lease, based upon the terms of the related Ground Lease or an estoppel letter or other writing received from the Ground Lessor and included in the related Lease File:

(1) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded. The Ground Lessor has permitted the interest of the related lessee to be encumbered by the related Lease and the Mortgage filed for the benefit of the Indenture Trustee or the Collateral Agent on its behalf. To the best of such Originator’s or the Issuer’s knowledge, as applicable, there has been no material change in the terms of the Ground Lease since its recordation, except by any written instruments which are included in the related Lease File.

(2) The Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and any such action without such consent is not binding on the lender, its successors or assigns.

(4) Based on the Title Policy referenced in paragraph (h) above, the Ground Lease interest is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, subject to permitted encumbrances and liens that encumber the Ground Lessor’s fee interest.

(5) The Ground Lease is assignable to the lender and its assigns without the consent of the Ground Lessor thereunder.

(7) The Ground Lessor is required to give notice of any default by the related lessee to the lender.

(8) The lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings, or

to take other action so long as the lender is proceeding diligently) to cure any default under the Ground Lease which is curable after the receipt of notice of any default, before the Ground Lessor may terminate the Ground Lease.

(9) Either (i) the Ground Lease does not impose restrictions on subletting or (ii) the Ground Lessor has consented to the existing Lease with respect to the related Mortgaged Property. The Ground Lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the lessee in the relevant portion of the Mortgaged Property subject to the Ground Lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.

(10) Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) are required to be applied either to the repair or restoration of all or part of the related Mortgaged Property, except that in the case of condemnation awards, the Ground Lessor may be entitled to a portion of such award.

(11) The lessee does not have an option to terminate or modify the Ground Lease without the prior written consent of the Ground Lessor as a result of any casualty or partial condemnation of the Mortgaged Property, except to provide for an abatement of the rent.

(ee) With respect to any Mortgaged Property and Lease originated or acquired after the Series Closing Date and with respect to any Qualified Substitute Mortgaged Properties purchased or substituted by the Issuer from a third party (subject to exceptions scheduled and set forth in the related Purchase and Sale Agreement, or in an exception schedule approved by the Requisite Global Majority in connection with any substitution of a Qualified Substitute Mortgaged Property), the Mortgaged Property and Lease are required to be originated or acquired pursuant to the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer) and in all material respects and in substantive compliance with the Originator Form Documents or in accordance with a seller’s or Tenant’s form of document that is otherwise approved by the applicable Originator or the Issuer, as applicable, and its counsel on a case-by-case basis in a manner that provides for such Originator or the Issuer, as applicable, to receive the substantive benefits intended to be realized under the terms of the Originator Form Documents.

(ff) No adverse selection was employed in selecting such Lease.

(gg) With respect to any Mortgaged Property which is the subject of a Master Lease (noting that not all properties subject to such Master Lease are included as Mortgaged Properties in the Collateral Pool), the lessor under the Master Lease has assigned its interest in the Lease in the Collateral Pool to the applicable Originator and such Originator and the other lessors under such Master Lease have entered into inter-lessor agreements by which the rents and the rights to enforce the provisions of such Master Lease pertinent to any of the Mortgaged Properties have also been assigned to such Originator.

(hh) Such Mortgaged Property is (i) free of any damage that would materially and adversely affect the use or value of such Mortgaged Property and (ii) in good repair and condition so as not to materially and adversely affect the use or value of such Mortgaged Property; and all building systems contained in such Mortgaged Property are in good working order so as not to materially and adversely affect the use or value of such Mortgaged Property.

(ii) All security deposits collected in connection with such Mortgaged Property are being held in accordance with all applicable laws.

(jj) To the applicable Originator’s or the Issuer’s actual knowledge, as applicable, based upon zoning letters, zoning reports, the Title Policy, historical use and/or other due diligence customarily performed by such party in connection with the acquisition of the Mortgaged Property, the improvements located on or forming part of such Mortgaged Property comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses), including the existence of a certificate of occupancy.

3. Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Originator hereby represents and warrants, and the Issuers hereby represent and warrant with respect to any Equipment Loan pledged prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that:

(a) Immediately prior to the transfer and assignment of the Equipment Loan to the Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator to the Issuer of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes and assignments of the related security agreements in blank validly assigns all of the applicable Originator’s right, title and ownership of the Equipment Loan to the Issuer (and, with respect to the related security agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.

(b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Equipment Loan to the Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower.

(c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein.

(d) [Reserved].

(e) [Reserved].

(f) The applicable Originator has not waived any material default, breach, violation or event of acceleration existing under the related security agreement or Equipment Loan note.

(g) [Reserved].

(h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan.

(i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan.

(j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination.

(k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.

(l) The Borrower under the related Equipment Loan note, security agreement and all other Loan Documents had the power, authority and legal capacity to enter into, execute and deliver the same, and, as applicable, such Equipment Loan note, security agreement and Loan Documents have been duly authorized, properly executed

and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(m) [Reserved].

(n) [Reserved].

(o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool.

(p) The terms of the related security agreement, Equipment Loan note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreement, delivered to the Issuer or its designee.

(q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.

(r) [Reserved].

(s) Each Equipment Loan is a whole loan and not a participation interest.

(t) [Reserved].

(u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator or its agent have been so deposited.

(v) [Reserved].

(w) [Reserved]

(x) (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such

a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator or the Issuer, 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator with respect to the Equipment Loans.

(y) [Reserved].

(z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization.

(aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment Loan.

(bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans by such Originator, as of the date of origination or acquisition of the Equipment Loan, the related Borrower was in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as operated.

(cc) The origination, servicing and collection practices the applicable Originator used with respect to the Equipment Loan since such Originator’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards.

(dd) The related security agreement or Equipment Loan note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (l) above) such as to render the rights and remedies of the holders thereof adequate for the practical realization against the secured equipment securing the Equipment Loan of the principal benefits of the security intended to be provided thereby, including the right of foreclosure under the laws of the state in which the secured equipment securing the Equipment Loan is located [governing foreclosures of security agreements and deeds of trust under power of sale].

(ee) [Reserved].

the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower or secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable.

(gg) [Reserved].

(hh) [Reserved].

(ii) The related security agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof.

(jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.

(kk) As of the date of origination or acquisition of the Equipment Loan by the applicable Originator, the Borrower, if not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction.

(ll) [Reserved].

(mm) [Reserved].

(nn) [Reserved].

(oo) Any secured equipment is located within one of the 50 United States or the District of Columbia.

(pp) [Reserved].

(qq) The applicable Originator does not have knowledge of any circumstance or condition with respect to the Equipment Loan, the secured equipment securing the Equipment Loan or the Borrower’s credit standing that could reasonably be expected to cause the Issuer to regard such Equipment Loan as unacceptable security, cause such Equipment Loan to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan.

(rr) [Reserved].

(ss) [Reserved].

(tt) With respect to any Equipment Loan originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan purchased or substituted by the Issuer from a third party, the Equipment Loan and the related secured

equipment securing the Equipment Loan are required to be originated pursuant to the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer), the Originator Form Documents or in accordance with a Borrower’s or a different form of document that is otherwise approved by the Issuer on a case by case basis in a manner that provides for the Issuer to receive the substantive benefits intended to be realized under the material terms of the Originator Form Documents.

SCHEDULE I-A

MORTGAGE LOANS

Mortgages

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0000981

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxx

Xxxxx

00000-0000

Mortgage

P0000982

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxx Xx

Xxxxxxxxx

00000-0000

Mortgage

P0000983

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-0000

Mortgage

P0000984

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxx Xxx

Xxxxxxx

00000-5343

Mortgage

P0000985

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xx

Xxxxx

00000-0000

Mortgage

P0000986

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx 00 X

Xxxx Xxxxx

00000-0000

Mortgage

P0000987

Taco Bueno Restaurants, Inc.

Taco Bueno

205 Spur 350

Euless

76040-4583

Mortgage

P0000988

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxx Xx

Xxxxxxx

00000-0000

Mortgage

P0000989

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX Xxxxx Xxxx Xxxx

Xxxxxxxxx

00000-0000

Mortgage

P0000990

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxxxx Xx

Xxxxxx

00000-1790

Mortgage

P0000991

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-0000

Mortgage

P0000992

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxx Xxx

Xxxxx

00000-0000

Mortgage

P0000993

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx Xxxx

Xxxxxxx

00000-0000

Mortgage

P0000994

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxxx Xxx

Xxxxxxxxx

00000-5034

Mortgage

P0000995

Taco Bueno Restaurants, Inc.

Taco Bueno

000 X Xxxxxxx Xx

Xxxxxxxx

00000-0000

Mortgage

P0000996

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX 00xx Xx

Xxxxxxxx Xxxx

00000-0000

Mortgage

P0000997

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxxxx Xx

Xxxx Xxxxx

00000-0000

Mortgage

P0000998

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxx Xxxxxx Xxxx

Xxxxxxxxx

00000-0000

Mortgage

P0000999

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxx Xxx

Xxxxxxxx Xxxx

00000-0000

Mortgage

P0001000

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xx

Xxxxxx Xxxxx

00000-0000

Mortgage

P0001001

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xxxx

Xxxxxx

00000-0000

Mortgage

P0001002

Taco Bueno Restaurants, Inc.

Taco Bueno

000 X Xxxx Xx

Xxxxxxx

00000-5104

Mortgage

P0001003

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX Xxxxxxx 000 X

Xxxxxxx

00000-4543

Mortgage

P0001004

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX 00xx Xx

Xxxxxxxx Xxxx

00000-0000

Mortgage

P0001005

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxx Xx

Xxxxxxxxxx

00000-0000

Mortgage

P0001006

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxx Xxxx Xx

Xxxxxx

00000-0000

Mortgage

P0001007

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxx Xx

Xxxxxx Xxxx

00000-0000

Mortgage

P0001008

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx X Xxxx Xxx

Xxxxxxxxx

00000-7357

Mortgage

P0001009

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx Xxxx

Xxxx Xxxxx

00000-0000

Mortgage

P0001010

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX Xxxx 000

Xxxxxx Xxxx

00000-1107

Mortgage

P0001011

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx Xxxx

XxXxxxxx

00000-0000

Mortgage

P0001012

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxx Xx

Xxxxx

00000-0000

Mortgage

I-A-1

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0001013

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxx X Xxxxxxxx Xx

Xxxx

00000-0000

Mortgage

P0001014

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X 00xx Xx

Xxxxx

00000-0000

Mortgage

P0001015

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxxx Xxxx

Xxxxxxxxx

00000-0000

Mortgage

P0001016

Advance Auto Parts, Inc.

Discount Auto Parts

0000 X Xxxx Xx

Xxxxxx

00000-0000

Mortgage

P0001017

Advance Auto Parts, Inc.

Discount Auto Parts

0000 X Xxxx Xx

Xxxxxxxx

00000-1665

Mortgage

P0001018

Advance Auto Parts, Inc.

Discount Auto Parts

0000 XX 000xx Xx

Xxxxxxx

00000-2253

Mortgage

P0001019

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxxx Xxx

Xxx Xxxxxx Xxxxx

00000-0000

Mortgage

P0001020

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxxxxxx Xxxx

Xxxxxxx

00000-0000

Mortgage

P0001021

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxxxxxx Xx

Xxxx Xxxxxxxxxx

00000-3156

Mortgage

P0001022

Advance Auto Parts, Inc.

Discount Auto Parts

0000 X Xxxxxxxxxxxx Xxx

Xxxxx

00000-0000

Mortgage

P0001023

Advance Auto Parts, Inc.

Discount Auto Parts

00000 X XX Xxxxxxx 00

Xxxxxxxxx

00000-4708

Mortgage

P0001024

Advance Auto Parts, Inc.

Advance Auto Parts

0000 X Xxxxxxxxxx Xx

Xxxxxx

00000-0000

Mortgage

P0001025

Advance Auto Parts, Inc.

Advance Auto Parts

0000 Xxxxxxx Xx

Xxxxxx Xxxxxxx

00000-0000

Mortgage

P0001026

Advance Auto Parts, Inc.

Advance Auto Parts

0000 Xxxxxx Xx

Xxxxxxxxxx

00000-1959

Mortgage

P0001027

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxxxxx Xxx

Xxxxxxx

00000-1969

Mortgage

P0001028

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxxxxxxx Xx

Xxxxxxxx

00000-0000

Mortgage

P0001029

Advance Auto Parts, Inc.

Discount Auto Parts

1501 Manchester Expy

Columbus

31904-6659

Mortgage

P0001030

Advance Auto Parts, Inc.

Discount Auto Parts

000 X 0xx Xx

Xxxxxxxxxx

00000-0000

Mortgage

P0001031

Advance Auto Parts, Inc.

Discount Auto Parts

000 Xxxxxxxx Xx

Xxxxxxxx

00000-1703

Mortgage

P0001032

Advance Auto Parts, Inc.

Discount Auto Parts

0000 XX Xxxxxxx 00

Xxxxxxxx Xxxx

00000-3671

Mortgage

P0001033

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxx Xxxxxxx Xx

Xxxxxxx

00000-0000

Mortgage

P0001034

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxx Xxxxxx

Xxxxxxxxx

00000-0000

Mortgage

P0001035

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxxxx Xx

Xxxxxxx

00000-0000

Mortgage

P0001036

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxxxxxx Xx

Xxxxxxx Xxxx

00000-6443

Mortgage

P0001037

Advance Auto Parts, Inc.

Discount Auto Parts

0000 XX Xxxxxxx 00

Xxxxxxxx

00000-4834

Mortgage

P0001038

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxxxx Xx

Xxxxxxxxx

00000-0000

Mortgage

P0001039

Advance Auto Parts, Inc.

Advance Auto Parts

0000 Xxxxxxxxxx Xxx

Xxxxx

00000-5466

Mortgage

P0001040

Advance Auto Parts, Inc.

Advance Auto Parts

0000 Xxxxxxx Xxx

Xxxxx Xxxxx

00000-0000

Mortgage

P0001041

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxx Xx

Xxxxxxxxxxx

00000-1307

Mortgage

P0001042

Advance Auto Parts, Inc.

Discount Auto Parts

000 XX Xxxxxxx 00 X

Xxxxxxx

00000

Mortgage

P0001043

Advance Auto Parts, Inc.

Discount Auto Parts

0000 Xxxxx Xxx

Xxxxxxx

00000-7328

Mortgage

P0001044

Advance Auto Parts, Inc.

Discount Auto Parts

000 Xxx Xxxxxxxx Xx

Xxxxxxx

00000-0000

Mortgage

P0001045

Advance Auto Parts, Inc.

Discount Auto Parts

000 Xxxxxxxxx Xx

Xxxxxx

00000-9747

Mortgage

I-A-2

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0001046

Advance Auto Parts, Inc.

Discount Auto Parts

000 Xxxxxxx Xxx X

Xxxxxxx

00000-0000

Mortgage

P0001047

Advance Auto Parts, Inc.

Discount Auto Parts

000 X Xxxxxx Xx

Xxxxxxx

00000-1307

Mortgage

P0000872

CBH2O

Camelback Ski Resort

#0 Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

Mortgage

P0001125

ADF Companies

Pizza Hut

00000 X. XX Xxxxxxx 0

Xxxx Xxxxx Xxxxx

00000-5645

Mortgage

P0001126

ADF Companies

Pizza Hut

0000 Xxxxxxxx Xxx

Xxxxxxx

00000-0000

Mortgage

P0001127

ADF Companies

Pizza Hut

000 X XX Xxxxxxx 0

Xxxx Xxxxx

00000-0000

Mortgage

P0001128

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xx Xxxxxxx

00000-0000

Mortgage

P0001129

ADF Companies

Pizza Hut

0000 X. Xxxxxxxxxx Xxx

Xxxx Xxxx Xxxxx

00000-0000

Mortgage

P0001130

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xxxxx Xxxxx

00000-0000

Mortgage

P0001131

ADF Companies

Pizza Hut

0000 Xxxxxxxx Xxx

Xxxx Xxxxx

00000-2136

Mortgage

P0001132

ADF Companies

Pizza Hut

0000 X. Xxxxxxx X. Xxxxxxx Xxxx

Xxxxxxx

00000-0000

Mortgage

P0001133

ADF Companies

Pizza Hut

000 Xxxxx Xxxx

Xxxxxxxxx

00000-0000

Mortgage

P0001134

ADF Companies

Pizza Hut

0000 Xxxxxxx 000 X

Xxxxxxxxxx

00000-0000

Mortgage

P0001135

ADF Companies

Pizza Hut

0000 Xxxxxxx Xxx

Xxxxxx

00000-4105

Mortgage

P0001136

ADF Companies

Pizza Hut

000 Xxxxxxxx Xxxxx Xxxx

Xxxxxxxxxxx

00000-1631

Mortgage

P0001137

ADF Companies

Pizza Hut

0000 Xxxxxx Xxxx Xxxx

Xxxx Xxxx Xxxxx

00000-0000

Mortgage

P0001138

ADF Companies

Pizza Hut

000 Xxx Xxxxxxx 00

Xxxxxxxxxx

00000-1907

Mortgage

P0001139

ADF Companies

Pizza Hut

000 X. Xxxx Xxxxxx

Xxxxxxxxxx

00000-0000

Mortgage

P0001140

ADF Companies

Pizza Hut

000 Xxxxxx Xx

Xxxxx

00000-0000

Mortgage

P0001141

ADF Companies

Pizza Hut

0000 Xxxxxxx Xxx

Xxxxx

00000-0000

Mortgage

P0001142

ADF Companies

Pizza Hut

0000 Xxxx Xxxxxx Xxx

Xxxxxx

00000-5910

Mortgage

P0001143

ADF Companies

Pizza Hut

00000 Xxxxxx Xxxx

Xxxxx Xxxxx

00000-5004

Mortgage

P0001144

ADF Companies

Pizza Hut

354 Xxxxxxx Crossing

Kimball

37347-5627

Mortgage

P0001145

ADF Companies

Pizza Hut

0000 Xxxxxxxx Xxxxxxx XX

Xxxxxx

00000-0000

Mortgage

P0001146

ADF Companies

Pizza Hut

0000 X. Xxxxx Xx

Xxxxxxxx

00000-7536

Mortgage

P0001147

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xxxxxxx

00000

Mortgage

P0001148

ADF Companies

Pizza Hut

000 Xxxxxxx 000 X

Xxxxxxxxxx

00000-0000

Mortgage

P0001149

ADF Companies

Pizza Hut

0000 Xxxxxxx Xxx

Xxxxxxxx

00000-0000

Mortgage

P0001150

ADF Companies

Pizza Hut

0000 X. Xxxxxxxx Xx

Xxxxxxxxx

00000-2737

Mortgage

P0001151

ADF Companies

Pizza Hut

0000 Xxxxxxx Xxx

Xxxxxxxxx

00000-6682

Mortgage

P0001152

ADF Companies

Pizza Hut

0000 00xx Xxxxxx

Xxxx Xxxx Xxxxx

00000-1915

Mortgage

I-A-3

SCHEDULE I

MORTGAGE LOAN EXCEPTIONS

Ground Lease

Property ID

Asset/Property Name

Address

City

Zip Code

Clarification/Other

Issues

P0000872

Camelback Ski Mountain

#0 Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

Does not meet representations of section (ss)(3)(5) and (12)

I-1

SCHEDULE II-A

PROPERTIES

Leases

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000891

Flying J. Inc.

Flying J Travel Plaza

000 Xxxxx Xxxx 000 Xxxx

Xxxxx Xxxxxxxxx

00000

Lease

P0000892

Flying J. Inc.

Flying J Travel Plaza

00000 Xxx Xxxxxxx Xxxxxxx

Xxxxxxxxxxx

00000

Lease

P0000893

Flying J. Inc.

Flying J Travel Plaza

0000 X XX 0

Xxxxxxxxx

00000

Lease

P0000894

Flying J. Inc.

Flying J Travel Plaza

00000 Xxxxx Xxxxx 000

Xxxxxxxxxxxx

00000-9211

Lease

P0000895

America’s Power Sports

KC’s Powersports

00000 X. Xxxxxxxx Xxxxxxx

Xxxxxxxxxx

00000

Lease

P0000896

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxx Xxxxxx Xxxxxxx

Xxxx Xxxxxx

00000

Lease

P0000897

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 Xxxx Xxxxxx Xxxx

Xxxx Xxxxxx

00000

Lease

P0000898

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxx 000 Xxxxxx

Xxxx

00000

Lease

P0000899

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxxx Xxxxx Xxxxxx

Xxxxx

00000

Lease

P0000900

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 00xx Xxxxxx Xxxxx

Xxxxxxxx

00000

Lease

P0000901

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 X. Xxxxxx Xxxxxxx Xxxx

Xxxxx

00000

Lease

P0000902

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxxxxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

Lease

P0000903

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 XX 00 Xxxxx

Xxxxxxx

00000

Lease

P0000904

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 Xxxx Xxxx Xxxxxxxxx

Xxxxxxxxxxx

00000

Lease

P0000905

Hastings Entertainment, Inc.

Hastings

000 00xx Xxxxxx Xxxxx

Xxxxx Xxxxx

00000

Lease

P0000906

AMC Entertainment, Inc.

AMC Theatre

0000 X. Xxxxxxxxx Xxxx

Xxxxxxx

00000

Lease

P0000907

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

Lease

P0000908

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxxx X. Xxxxxxx Xxxx

Xxxxxxxx

00000

Lease

P0000909

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxx Xxxxxxx Xxxx

Xxxxxx

00000

Lease

P0000910

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxxxx Xxxx

Xxxxxxx

00000

Lease

P0000911

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

Lease

P0000912

Pike Holding Nursery LLC

Pike Plant Nursery

0000 Xxxxxxx Xxxxx Xxxx

Xxxxxxxx

00000

Lease

P0000913

Grand Canyon University

0000 Xxxx Xxxxxxxxx Xx.

Phoenix

85017

Lease

P0000300

NPC International, Inc.

Pizza Hut

000 X Xxxxx Xxxxx Xx

Xxxxxxxxxx

00000-0000

Lease

P0000301

NPC International, Inc.

Pizza Hut

0000 Xxxxxxxxx Xx

Xxxxxxxxx

00000-7455

Lease

P0000302

NPC International, Inc.

Pizza Hut

000 X 0xx Xx

Xxxxxx

00000-1410

Lease

P0000303

NPC International, Inc.

Pizza Hut

0000 X Xxxxx Xxx

Xxxxxx

00000-1638

Lease

P0000304

NPC International, Inc.

Pizza Hut

000 Xxxxxxxx Xx

Xxxxxxx

00000-1423

Lease

P0000305

NPC International, Inc.

Pizza Hut

0000 Xxxxx Xx

Xxxxxxxx

00000-4988

Lease

P0000306

Skyline Chili, Inc.

Skyline Chili

0000 Xxxxxx Xx

Xxxxxxxx

00000-2670

Lease

P0000309

Carrols Corporation

Burger King

000 Xxxxx Xx

Xxxxxxx

00000-0000

Lease

P0000310

Carrols Corporation

Burger King

000 XX Xxxxxxx 00 X

Xxx Xxxx

00000-6535

Lease

P0000311

Carrols Corporation

Burger King

0000 Xxxxxx Xx

Xxxxx

00000-3951

Lease

P0000312

Carrols Corporation

Burger King

00000 Xxxxx Xxxxx 00

Xxxx

43518-9714

Lease

P0000313

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

000 Xxxxxxxxx Xx

Xxxx Xxxxx

00000-0000

Lease

II-A-1

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000314

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 X Xxxxxx Xxxxxx Xx

Xxxxxx

00000-0000

Lease

P0000315

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

936 Sheraton Dr

Mars

16046-9414

Lease

P0000316

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxxxxxxx Xx

Xxxxxx

00000-1621

Lease

P0000317

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxx Xxx

Xxxxxx

00000-0000

Lease

P0000318

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

000 Xxxxxxx Xx

Xxxxxxxxxx

00000-1200

Lease

P0000319

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxx Xxxx

Xxxxxxxxxx

00000-0000

Lease

P0000323

Mexican Restaurants

Casa Mexico

0000 X Xxxxxxx Xxx

Xxxxx

00000-1659

Lease

P0000324

Banyan, Inc.

Grandy’s

0000 Xxxx Xxxx Xxxx XX

Xxxxxxxxxxx

00000-0000

Lease

P0000326

Interfoods of America, Inc.

Xxxxxx’s

00000 Xxxxxx Xxx

Xxxxx Xxxxx

00000-0000

Lease

P0000327

Burger King Corporation

Burger King

000 X Xxxx Xx

Xxxxxx

00000-0000

Lease

P0000328

Burger King Corporation

Burger King

0000 00xx Xx

Xxxxx Xxxxx

00000-4136

Lease

P0000329

Burger King Corporation

Burger King

00000 X Xxxxxxxx Xx

Xxxxxxx

00000-0000

Lease

P0000330

R & L Foods, LLC

Xxxxx’s

0000 Xxxxxxxxxx Expy

Pineville

71360-4389

Lease

P0000331

Pennant Foods

Xxxxx’s

0000 Xxx Xxxxx Xxxx

Xxx Xxxxx

00000-6404

Lease

P0000332

Pennant Foods

Wendy’s

0000 Xxxxxxx Xxxx

Xxxxxx

00000-4929

Lease

P0000336

Xxxxxx & Xxxxxx Investments

Whataburger

Loop 000 X xx Xxxxxxx 00

Xxxxx

Lease

P0000338

Tacala, L.L.C.

Taco Bell

0000 Xxxxxx Xxxx

Xxx Xxxx

00000-6224

Lease

P0000349

Skyline Chili, Inc.

Skyline Chili

0000 Xxxxxxxxx Xx

Xxxxx Xxxxxx

00000-9149

Lease

P0000350

Interfoods of America, Inc.

Xxxxxx’s

000 Xxxxxxxxx Xxxx

Xxxxxxxxxx

00000-0000

Lease

P0000351

Interfoods of America, Inc.

Xxxxxx’s

2265 Xxxxx Xx

Baton Rouge

70816-3319

Lease

P0000354

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxx Xx

Xxxxx

00000

Lease

P0000355

Fuddruckers, Inc.

Fuddruckers

1915 Scenic Hwy N

Snellville

30078

Lease

P0000356

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxx Xx

Xxxxxxxx

00000

Lease

P0000357

Fuddruckers, Inc.

Fuddruckers

0000 X XX 00

Xxxxxx

00000

Lease

P0000358

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000359

Fuddruckers, Inc.

Fuddruckers

00000 X Xxxxx Xxx

Xxxxxx

00000

Lease

P0000360

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000361

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxxxxxxx Xx

Xxxx Xxxxxxx

00000

Lease

P0000362

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxxxxxx Xxx

Xxxx

00000

Lease

P0000363

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxxx Xxxx Xx

Xxxxx Xxxxx

00000

Lease

P0000364

Fuddruckers, Inc.

Fuddruckers

000 X Xxxxxx Xxxx Xxxx

Xxxxxxxx

00000

Lease

P0000365

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxx 0 X

Xxxxxxx

00000

Lease

II-A-2

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000366

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

00000

Lease

P0000367

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000368

Fuddruckers, Inc.

Fuddruckers

000 Xxxxx Xxx

Xxxxxxx Xxxx

00000

Lease

P0000369

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxx Xx

Xxxxxxxx

00000

Lease

P0000370

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxx Xx

Xxxxx

00000

Lease

P0000371

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxxxx Xx XX

Xxxx Xxxxxx

00000

Lease

P0000372

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxx

Xxxxxxxxxx

00000

Lease

P0000373

Fuddruckers, Inc.

Fuddruckers

11992 Chase Plz

Cincinnati

45240

Lease

P0000374

Fuddruckers, Inc.

Fuddruckers

00000 Xxxx xxx Xxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000375

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000378

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxx Xxxx

Xxxxx Xxxxx

00000

Lease

P0000379

Pennant Foods

Wendy’s

0000 Xxxxx Xxxx

Xx Xxxx

00000

Lease

P0000380

Interfoods of America, Inc.

Xxxxxx’s

0000 X Xxxx Xxxx

Xxxxxxxxx

00000-0000

Lease

P0000381

NPC International, Inc.

Pizza Hut

0000 X Xxxx Xx

Xxxxx

00000-0000

Lease

P0000914

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

0000 XX 00xx Xxxxxx

Xxxxxx Xxxx

00000

Lease

P0000915

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

0000 XX Xxxxxxx Xxxxxx

Xxxx Xxxxxx

00000

Lease

P0000916

Hastings Entertainment, Inc.

Hastings

0000 Xxxxx Xxxx Xxxxxx

Xxxxxxx

00000

Lease

P0000917

Kansas Corral

Golden Corral

616 So. Ridge Road Circle

Wichita

67209

Lease with

additional

equipment note

P0000918

Kansas Corral

Golden Corral

0000 X. 00xx Xxxxxx

Xxxxxxx

00000

Lease with

additional

equipment note

P0000919

Ferrellgas, L.P

Blue Rhino

000 Xxxxxx Xxxx 000

Xxxxxxx

00000

Lease

P0000390

Famous Xxxx’s of America

Famous Xxxx’s

00000 00xx Xx X

Xxxxxxxxxx

00000-6309

Lease

P0000391

Famous Xxxx’s of America

Famous Xxxx’s

0000 Xxxxxxxx Xx

Xxxxx Xxxxx

00000-7013

Lease

P0000392

Famous Xxxx’s of America

Famous Xxxx’s

0000 000xx Xx X

Xxxxx Xxxxxx

00000-0000

Lease

P0000393

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

00 X Xxxxxxx Xx

Xxxxx

00000-2527

Lease

P0000394

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxxxx Xxxx Xx

Xxxxxxxxxx

00000-1901

Lease

P0000395

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxx Xxxxxxxxxxx Xx

Xxxxxxx

00000-0000

Lease

P0000396

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxxxxxx Xxx

Xxxx Xxxxxxxx

00000-0000

Lease

II-A-3

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000397

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

00 Xxxx Xx

Xxxx Xxxxxxx

00000-1041

Lease

P0000398

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxx Xxxxxx Xx

Xxxxxxxx

00000-9177

Lease

P0000399

Interfoods of America, Inc.

Xxxxxx’s

0000 XX 0xx Xxx

Xxxxx

00000-1402

Lease

P0000400

Interfoods of America, Inc.

Xxxxxx’s

000 X Xxxxxxxxx Xxxx

Xxxxxxxxx Xxxxx

00000-0000

Lease

P0000401

Interfoods of America, Inc.

Xxxxxx’s

0000 X Xxxxxxx Xxxx

Xxxx Xxxxxxxxxx

00000-1112

Lease

P0000402

Interfoods of America, Inc.

Xxxxxx’s

14620 Plank Xx

Xxxxx

70714-5445

Lease

P0000403

Interfoods of America, Inc.

Xxxxxx’s

1940 Main St

Baker

70714-2843

Lease

P0000404

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxx Xxx

Xxxxx Xxxxx

00000-3201

Lease

P0000405

Interfoods of America, Inc.

Xxxxxx’s

000 Xxxxxxx Xxx

Xxxx Xxxxx

00000-4198

Lease

P0000406

Interfoods of America, Inc.

Xxxxxx’s

000 X 00xx Xx

Xxxx Xxxxxx

00000-3602

Lease

P0000408

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxx Xxxxx Xx

Xxxxx Xxxxx

00000-0000

Lease

P0000409

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxx Xxxxxx Xx

Xxxxx Xxxxx

00000-4110

Lease

P0000410

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxx Xx

Xxxxx Xxxxx

00000-4639

Lease

P0000411

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxxxx Xxxxxxx Xx

Xxxxx Xxxxx

00000-0000

Lease

P0000412

Interfoods of America, Inc.

Xxxxxx’s

0000 X Xxxxx Xxx

Xxxxxx Xxxxxxx

00000-0000

Lease

P0000415

1st University Credit Union

Other

000 X Xxxxxxxxxx Xxxxx Xx

Xxxx

00000-1053

Lease

P0000416

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 X Xxxxx Xxx

Xxxxxx

00000-0000

Lease

P0000417

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 X Xxxxxxx Xxx

Xxxxxx Xxxx

00000-0000

Lease

P0000418

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 xxxxxxx 00

Xxxx Xxxxx

00000-9539

Lease

P0000419

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

00000 Xxxxxxx 00

Xxxxxxxx

00000-2785

Lease

P0000420

Checker’s Drive-In Restaurants

Rally’s

0000 X Xxxxxxxxx Xx

Xxxxxxxxxxx

00000-0000

Lease

P0000421

Checker’s Drive-In Restaurants

Rally’s

000 Xxxxxxxxx Xxx

Xxx Xxxxxx

00000-3053

Lease

P0000424

Checker’s Drive-In Restaurants

Rally’s

0000 XX Xxxxxxx 00

Xxxxxxxx

00000-0000

Lease

P0000425

Checker’s Drive-In Restaurants

Rally’s

0000 X Xxxxxx Xx

Xxx Xxxxxxx

00000-0000

Lease

P0000426

Checker’s Drive-In Restaurants

Rally’s

0000 Xxxxx Xxxxxx Xxx

Xxx Xxxxxxx

00000-0000

Lease

P0000428

Checker’s Drive-In Restaurants

Rally’s

000 X. Xxxxxxx Xxxxxx

Xxxxxx

00000-0000

Lease

P0000429

Goldco, Inc.

Burger King

0000 X Xxxxxxxxx Xx

Xxxxxx

00000-2130

Lease

P0000431

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000-3359

Lease

II-A-4

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000432

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxxxxxx Xx

Xxxxxx

00000-1729

Lease

P0000433

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxxxxx Xx

Xxxxxxxx

00000-1203

Lease

P0000434

QK, Inc.

Denny’s

00000 X Xxxx Xxxx

Xxxxxxxx Xxxxx

00000-0000

Lease

P0000436

Arby’s Restaurant Group

Arby’s

0000 X Xxxx Xx

Xxxxxxxxxxxx

00000-0000

Lease

P0000437

Arby’s Restaurant Group

Arby’s

000 Xxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxx

00000-1881

Lease

P0000438

Xxxx’s Restaurant Group

Arby’s

000 X Xxxxx Xx

Xxxxxxxx Xxxx

00000-2559

Lease

P0000439

Xxxx’s Restaurant Group

Arby’s

000 X Xxxx Xx

Xxxxxx

00000-2743

Lease

P0000440

Arby’s Restaurant Group

Arby’s

0000 Xxxxxxx Xx

Xxxxxxxxxxxx

00000-0000

Lease

P0000442

Arby’s Restaurant Group

Arby’s

0000 Xxxxxxx 00 X

XxXxxxxxx

00000-6423

Lease

P0000443

Arby’s Restaurant Group

Arby’s

000 Xxx Xxxxxx Xxx

Xxxxxxx

00000-2777

Lease

P0000446

Arby’s Restaurant Group

Arby’s

000 Xxxxxxx 00

Xxxxxx

00000-0000

Lease

P0000449

Arby’s Restaurant Group

Arby’s

0000 Xxxxxxx Xxxx

Xxxxxx

00000-5025

Lease

P0000450

Arby’s Restaurant Group

Arby’s

0000 Xxxxxxxxxx Xx

Xxxxxxxxxxxx

00000-4445

Lease

P0000451

Arby’s Restaurant Group

Arby’s

00000 Xxxxx Xxxx

Xxxxxxxxxxxx

00000-0000

Lease

P0000453

Xxxx’s Restaurant Group

Xxxx’s

0000 Xxxxxxxx Xxxx

Xxxxxxxxxxxx

00000-0000

Lease

P0000454

Arby’s Restaurant Group

Arby’s

000 Xxxx Xx

Xxxxxxxxxx

00000-4927

Lease

P0000455

Arby’s Restaurant Group

Arby’s

000 X Xxxxxxx 00

Xxxxxx Xxxxxx

00000-0000

Lease

P0000456

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxxxxx Xx

Xxxxx Xxxxx

00000-0000

Lease

P0000457

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxx Xx

Xxxxx Xxxxx

00000-1038

Lease

P0000459

Interfoods of America, Inc.

Xxxxxx’s

0000 XX 00xx Xx

Xxxxx

00000-0000

Lease

P0000920

Gander Mountain Company

Gander Mountain

0000 000xx Xxxxxx

Xxxxxxx

00000

Lease

P0000921

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxxxx Xxxx XX

Xxxxx Xxxxxx

00000

Lease

P0000922

Humperdink’s Texas, LLC

Humperdink

0000 Xxxx Xxxx Xxxx

Xxxxxxx

00000

Xxxxx

P0000923

Humperdink’s Texas, LLC

Humperdink

0000 Xxxxxxxxxx Xxxxxx

Xxxxxx

00000

Lease

P0000924

Humperdink’s Texas, LLC

Humperdink

0000 X. XX Xxxxxxx

Xxxxxx

00000

Lease

P0000925

Humperdink’s Texas, LLC

Humperdink

000 Xxx Xxxxx Xxxxx

Xxxxxxxxx

00000

Lease

P0000926

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxx Xxxxxx Xxxx

Xxxxx

00000

Lease

P0000927

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X. Xxxxxxx Xxxxxx

Xxxxxxxx

00000

Lease

P0000928

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxx

Xxxxxxx

00000

Lease

P0000929

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 00xx Xxxxxx

Xxxxxxx

00000

Lease

P0000930

Gander Mountain Company

Gander Mountain

0000 Xxxxxxx Xxxxxx

Xxx Xxxxxxxx

00000

Lease

P0000931

Xxxx & Buster’s, Inc.

Xxxx & Xxxxxx’s

0000 X & X Xxxxx

Xxxxxxxx

00000

Lease

P0000932

Hill Country Furniture Partners, Ltd.

Ashley Furniture

0000 Xxx Xxxxxx Xxxx

Xxxx Xxx

00000

Lease

P0000933

RBLS, Inc. (a Texas corporation)

Ashley Furniture

0000 Xxxxxx Xxxxxxxxx

Xx Xxxx

00000

Lease

II-A-5

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment

Type

P0000934

Gander Mountain Company

Gander Mountain

0000-X Xxxxxx Xxxx

Xxxxx

00000

Lease

P0000935

Ferrellgas, L.P

Blue Rhino

0000 Xxxx Xxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000936

Gander Mountain Company

Gander Mountain

0000 00xx Xx., XX

Xxxxx

00000

Lease

P0000937

Sonic Corp.

Sonic

000 X Xxxx Xxx

Xxxxx

00000

Lease

P0000938

Sonic Corp.

Sonic

3307 No. Broadway St.

Knoxville

37918

Lease

P0000939

Sonic Corp.

Sonic

000 0xx Xx.

Xxxxxxx

00000

Lease

P0000940

Sonic Corp.

Sonic

355 No. Franklin St.

Christiansburg

24073

Lease

P0000941

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxx

00000

Lease

P0000942

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxxxxx

00000

Lease

P0000943

Sonic Corp.

Sonic

2010 E. Broadway Ave.

Maryville

37804

Lease

P0000944

Sonic Corp.

Sonic

000 Xxxxxxxxx Xxxx Xxxxx

Xxxxxxxxx

00000

Lease

P0000945

Sonic Corp.

Sonic

000 Xxx Xxxxx Xxxxxxxx

Xxx Xxxxx

00000

Lease

P0000946

Sonic Corp.

Sonic

0000 X. Xxxxx Xx.

Xxxxxxxxx

00000

Lease

P0000947

Sonic Corp.

Sonic

000 Xxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000948

Sonic Corp.

Sonic

0000 Xxxxxxxxxxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000949

Sonic Corp.

Sonic

0000 Xxxxxxxxx Xxxxxxx

Xxxxxxx

00000

Lease

P0000950

Sonic Corp.

Sonic

1108 No. Xxxxxxx X. Xxxxxxx Blvd.

Clinton

37716

Lease

P0000951

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

10301 So. Memorial Drive

Bixby

74133

Lease

P0000952

Gander Mountain Company

Gander Mountain

0000 Xxxxxxxxx Xxxxx

Xxxxxx

00000

Lease

P0000953

Rite Aid Corporation

Rite Aid

0000 Xxxxxxx Xxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000954

Rite Aid Corporation

Rite Aid

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx

00000

Lease

P0000955

Rite Aid Corporation

Rite Aid

000 Xxxxxxx Xxxxxx

Xxxxxx

00000

Xxxxx

P0000956

Rite Aid Corporation

Rite Aid

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000957

Rite Aid Corporation

Rite Aid

0000 Xxxxxxxx Xxxxxx

Xxxxxxx

00000

Lease

P0000958

Rite Aid Corporation

Rite Aid

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxx

00000

Lease

P0000959

Rite Aid Corporation

Rite Aid

000 xxxxx Xxxxx Xxxxxx

Xxxxxxxxxxx

00000

Lease

P0000960

Sonic Corp.

Sonic

0000 X Xxx Xxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000961

Flying Star Cafe

Flying Star Café

0000 Xxxxxx Xxxx XX

Xxxxxxxxxxx

00000

Lease

P0000962

Flying Star Cafe

Flying Star Café

0000 Xxxx Xxxx Xxxx XX

Xxxxxxxxxxx

00000

Lease

P0000963

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxx 00 X

Xxxxxxx

00000

Lease

P0000964

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xx

Xxxx Xxxxxx

00000

Lease

P0000965

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxxxxx Xxx X

Xxxxxxxxxxxx

00000

Lease

P0000966

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxx Xxxxx

Xxxx Xxxxx

00000

Lease

P0000967

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxx Xxxxxx

Xxxx Xxxxx

00000

Lease

P0000968

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xxxxx Xx

Xxxxxxxx

00000

Lease

P0000969

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxx Xx

Xxxxxxxxxxxx

00000

Lease

P0000970

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000-000 Xxxxxxxx Xxx

Xxxxxxxxxxxx

00000

Lease

II-A-6

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0000971

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxx 000 X

Xxxxxx

00000

Lease

P0000972

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 XX 00xx Xxx

Xxxxxxx Xxxxx

00000

Lease

P0000973

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxxx

Xxxxxxx Xxxxx

00000

Lease

P0000673

Arby’s Restaurant Group

Arby’s

0000 Xxxxx Xxxxxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000675

Xxxx’s Restaurant Group

Arby’s

0000 X Xxxxxx Xxx

Xxxxxxx

00000

Lease

P0000676

Xxxx’s Restaurant Group

Xxxx’s

0000 Xxxxxxxxxx Xx

Xxxxxx Xxxxxxx

00000

Lease

P0000677

Xxxx’s Restaurant Group

Arby’s

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000678

Xxxx’s Restaurant Group

Arby’s

0000 Xxxxxxxxxxx Xx

Xxxxxxxxxx

00000

Lease

P0000679

Arby’s Restaurant Group

Arby’s

00000 XX Xxxxxxx 000

Xxxxxx

00000

Lease

P0000680

Mexican Restaurants

Casa Ole

0000 0xx Xx

Xxxxxxx

00000

Lease

P0000681

Mexican Restaurants

Casa Ole

0000 Xxxxxxxxx Xxx

Xxxxxxxx

00000

Lease

P0000682

Mexican Restaurants

Casa Ole

0000 Xxxxxxx Xxx

Xxxxxxxx

00000

Lease

P0000683

Mexican Restaurants

Casa Ole

0000 Xxxx Xxxxxxx 000

Xxxxxxxx Xxxx

00000

Lease

P0000685

Mexican Restaurants

Xxxxxxxxx’x

000 Xxxxxxxx Xxxx

Xxxxx

00000

Lease

P0000687

Mexican Restaurants

Monterey’s Tex Mex

000 X. Xxxxxx Xx

Xxxxx

00000

Lease

P0000688

Mexican Restaurants

Monterey’s Tex Mex

00000 Xxxxxxxxxxx Xx

Xxxxxxx

00000

Lease

P0000689

Mexican Restaurants

Monterey’s Tex Mex

0000 Xxxxxxx Xxxx

Xxxxx

00000

Lease

P0000691

Mexican Restaurants

Monterey’s Tex Mex

0000 X Xxxxxx Xx

Xxxxx

00000

Lease

P0000692

Xxxx’s Restaurant Group

Xxxx’s

0000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxxxx

00000-0000

Lease

P0000974

Rite Aid Corporation

Rite Aid

0000 Xxxxxxxx Xxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000975

Sportsman’s Warehouse

0000 Xxxxxxxx Xxxxx

XxXxxx

00000

Lease

P0000976

Apollo College

Apollo Colleges

000 X. Xxxxxxxx Xxx

Xxxx

00000

Lease

P0000977

Apollo College

Apollo Colleges

0000 X. Xxxxxx Xxxx

Xxxxxx

00000

Lease

P0000978

Apollo College

Apollo Colleges

0000 X. Xxxxxxx Xxxx Xxxx

Xxxxxxx

00000

Lease

P0000979

Apollo College

Apollo Colleges

0000 X. 00xx Xxxxxx

Xxxxxxx

00000

Lease

P0000980

Pilgrim’s Pride Corporation

Pilgrim’s Pride Freezer Warehouse Facility

0000 Xxxxxxx Xxxxxx Xxxxx

Xxxxxxx

00000

Lease

P0000706

Stonebrook Properties LLC

Golden Corral

0000 Xxxxx Xxxxxx

Xxxxxxxx

00000

Lease

P0000707

Corral of Michigan LLC

Golden Corral

00000 Xxxxxx Xxxx

Xxxxxxxx

00000

Lease

P0000708

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxxxxxx Xxxxx

Xxxxxxxx

00000

Lease

P0000709

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

000 Xxxxx Xxxx Xxx

Xxxxx Xxxx

00000

Lease

P0000710

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxx 00

Xxx Xxxxxx Xxxx

00000

Lease

P0000711

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxxxxxx 00

Xxxxxxx

00000

Lease

P0000730

HOM Furniture, Inc.

Hom Furniture

0000 Xxxx Xxxxx

Xxxxxxxxxx

00000

Lease

P0000731

HOM Furniture, Inc.

Hom Furniture

0000 Xxxx Xxxxx

Xxx Xxxxxx

00000

Lease

P0000732

Hastings Entertainment, Inc.

Hastings

000 Xxx 000 Xxxx

Xxxx Xxxxxxx

00000

Lease

P0000737

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxx

Xx Xxxx

00000

Lease

II-A-7

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0000738

Rite Aid Corporation

Rite Aid

00000-00000 Xxxxxx Xxxxxx

Xx. Xxxxx Xxxxxx

00000

Lease

P0000747

Anvia, Inc.

Ashley Home Center

0000 Xxxxxxxxx Xxxxx

Xxxxxxx

00000

Lease

P0000748

Sky Ventures, LLC

Pizza Hut

000 Xxx 0 X

Xxxxxx Xxxx

00000

Lease

P0000749

Sky Ventures, LLC

Pizza Hut

000 0xx Xxx XX

Xxxxxx

00000

Lease

P0000750

Sky Ventures, LLC

Pizza Hut

000 Xxxxxx Xxx

Xxx Xxxxx

00000

Lease

P0000751

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xxxxxx Xx

Xxxxx

00000

Lease

P0000752

Sky Ventures, LLC

Pizza Hut

000 Xxx 00 X

Xxxxxxxxxx

00000

Lease

P0000753

Sky Ventures, LLC

Pizza Hut

0000 Xxxxx Xxx

Xxxxxx

00000

Lease

P0000754

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx

Xxxxxxx

00000

Lease

P0000755

Sky Ventures, LLC

Pizza Hut

00 Xxxxxxxx Xx

Xxx

00000

Lease

P0000756

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxx 00 X

Xxxxxxx

00000

Lease

P0000757

Sky Ventures, LLC

Pizza Hut

0000 Xxx 00 X

Xxxxxxx

00000

Lease

P0000758

Sky Ventures, LLC

Pizza Hut

0000 Xxxxxx Xx

Xxxxxx

00000

Lease

P0000759

Sky Ventures, LLC

Pizza Hut

0000 X Xxxx Xx

Xxxxxx Xxx

00000

Lease

P0000760

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxx Xxx

Xxxxxxxx

00000

Lease

P0000761

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx Xxx

Xxxxxxxx Xxxxxxx

00000

Lease

P0000762

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxxxx

Xxxxxx

00000

Lease

P0000763

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xx

Xxxxxxxx

00000

Lease

P0000764

Sky Ventures, LLC

Pizza Hut

X Xxx 00

Xxxxx Xxxx

00000

Lease

P0000765

Sky Ventures, LLC

Pizza Hut

0000 0xx Xxx

Xxx Xxxxxxx

00000

Lease

P0000766

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000767

Sky Ventures, LLC

Pizza Xxx

Xxx 00

Xxxxx Xxxx

00000

Lease

P0000768

Sky Ventures, LLC

Pizza Hut

0000 X Xxxx

Xxxx Xxxxxx

00000

Lease

P0000769

Sky Ventures, LLC

Pizza Hut

00000 Xxxxxx Xx

Xxxxxxxxx

00000

Lease

P0000770

Sky Ventures, LLC

Pizza Hut

0000 00xx Xxxxxx X

Xxxxxxxx

00000

Lease

P0000771

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xxxx Xx

Xxx Xxxx

00000

Lease

P0000772

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxxx

Xxxxxxxxxxx

00000

Lease

P0000773

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxx

Xxxx Xxxxxx

00000

Lease

P0000774

Sky Ventures, LLC

Pizza Hut

0000 Xxxxx Xxxx Xxx

Xxxxxxxxx

00000

Lease

P0000775

Sky Ventures, LLC

Pizza Hut

00000 Xxxxxxx Xxx

Xxxxxxxxx

00000

Lease

P0000776

Sky Ventures, LLC

Pizza Hut

0000 X Xxx 00

Xxxxxxxxx

00000

Lease

P0000777

Sky Ventures, LLC

Pizza Hut

0000 00xx Xx Xxxx

Xxxxxxx

00000

Lease

P0000778

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxxxx

Xxxxx Xxxxxx

00000

Lease

P0000779

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000780

Falcon Holdings, LLC

Church’s

000 Xxxx Xxx X

Xxxxxxxxx

00000

Lease

P0000781

Falcon Holdings, LLC

Church’s

000 X Xxxxxxxxx

Xxxxx

00000

Lease

P0000782

Falcon Holdings, LLC

Church’s

0000 X Xxxx

Xxxxxxxx

00000

Lease

P0000783

Falcon Holdings, LLC

Church’s

000 X Xxxxx Xxx

Xx. Xxxxx

00000

Lease

II-A-8

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0000784

Falcon Holdings, LLC

Church’s

0000 Xxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000785

Falcon Holdings, LLC

Church’s

0000 Xxxxxxx Xxx

Xxxxx

00000

Lease

P0000786

Falcon Holdings, LLC

Church’s

0000 X Xxxxx Xxxx

Xx. Xxxxx

00000

Lease

P0000787

Falcon Holdings, LLC

Church’s

000 0xx Xx XX

Xxxxxx

00000

Lease

P0000788

Falcon Holdings, LLC

Church’s

000 X Xxxxx Xxx

Xx. Xxxxx

00000

Lease

P0000789

Falcon Holdings, LLC

Church’s

0000 Xxxxxxxxxx Xx

Xxxxxxxxx

00000

Lease

P0000790

Falcon Holdings, LLC

Church’s

0000 X. Xxxx

Xxxxx

00000

Lease

P0000791

Falcon Holdings, LLC

Church’s

0000 Xxxxxxx Xx

Xxxxxxxx

00000

Lease

P0000792

Falcon Holdings, LLC

Church’s

0000 X Xxxxxxx

Xxxxx

00000

Lease

P0000793

Falcon Holdings, LLC

Church’s

0000 Xxxxxxxx Xx

Xx. Xxxxx

00000

Lease

P0000794

Falcon Holdings, LLC

Church’s

00000 Xxx Xxxxx Xxxxx

Xxxxxxxx

00000

Lease

P0000795

Falcon Holdings, LLC

Church’s

00000 Xxxxxxxxx

Xxxxxxx

00000

Lease

P0000796

Falcon Holdings, LLC

Church’s

0000 Xxxxxxx Xxxxxx Xx

Xxxxxxxx

00000

Lease

P0000797

Falcon Holdings, LLC

Church’s

0000 X Xxxxx Xxxxx

Xxxxxxx

00000

Lease

P0000798

Falcon Holdings, LLC

Church’s

00000 Xxxx 0 Xxxx Xx

Xxxxxxx

00000

Lease

P0000799

Falcon Holdings, LLC

Church’s

24990 Dequindre

Warren

48091

Lease

P0000800

Falcon Holdings, LLC

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000801

Falcon Holdings, LLC

Church’s

00000 Xxxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000802

Falcon Holdings, LLC

Church’s

0000 X 0 Xxxx Xx

Xxxxxxx

00000

Lease

P0000803

Falcon Holdings, LLC

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000804

Falcon Holdings, LLC

Church’s

0000 Xxxx 00xx Xx

Xxxxxxxxxxxx

00000

Lease

P0000805

Falcon Holdings, LLC

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

Lease

P0000806

Falcon Holdings, LLC

Church’s

0000 Xxxx 00xx Xx

Xxxxxxxxxxxx

00000

Lease

P0000807

Falcon Holdings, LLC

Church’s

0000 X Xxxxxxx Xxx

Xxxxxxxxxxxx

00000

Lease

P0000808

Falcon Holdings, LLC

Church’s

00000 X Xxxxxx Xxx

Xxxxxxx

00000

Lease

P0000809

Falcon Holdings, LLC

Church’s

0000 Xxxxxxxxx Xx

Xxxxxxxxxxxx

00000

Lease

P0000810

Falcon Holdings, LLC

Church’s

0000 Xxxxxxxxxx Xxx

Xxxxxxxxxx Xxxx

00000

Lease

P0000811

Falcon Holdings, LLC

Church’s

0000 X 00xx Xx

Xxxxxxxxxxxx

00000

Lease

P0000812

Falcon Holdings, LLC

Church’s

0000 X 0xx Xxx

Xxxx

00000

Lease

P0000813

Falcon Holdings, LLC

Church’s

000 X 000xx Xx

Xxxxxx

00000

Lease

P0000814

Falcon Holdings, LLC

Church’s

0000 X Xxxx Xx

Xxxxxxxxxxxx

00000

Lease

P0000815

Falcon Holdings, LLC

Church’s

000 X Xxxxxxx Xxxxxx

Xxxxxx

00000

Lease

P0000816

Falcon Holdings, LLC

Church’s

0000-00 X. Xxxxxx Xx

Xxxxxx

00000

Lease

P0000817

Falcon Holdings, LLC

Church’s

0000 Xxxxx Xx

Xxxx

00000

Lease

P0000818

Falcon Holdings, LLC

Church’s

0000 Xxxxx Xxxxxxxx

Xxxx

00000

Lease

P0000819

Falcon Holdings, LLC

Church’s

0000 X Xxxxx Xxx

Xxxxxxx

00000

Lease

P0000820

Falcon Holdings, LLC

Church’s

000 Xxxxxxx Xx

Xxxxxx

00000

Lease

P0000821

Falcon Holdings, LLC

Church’s

0000 X Xxxxx Xxxxxx Xxx

Xxxxxxx

00000

Lease

II-A-9

Property ID

Obligor

Concept

Address 0

Xxxx

Zip Code

Investment
Type

P0000822

Falcon Holdings, LLC

Church’s

000 X 000xx Xx

Xxxxxxx

00000

Lease

P0000823

Falcon Holdings, LLC

Church’s

0000 Xxxxx Xx

Xxxx Xx. Xxxxx

00000

Lease

P0000824

Falcon Holdings, LLC

Church’s

000 X Xxxxxx Xxxx

Xxxxxxx

00000

Lease

P0000825

Falcon Holdings, LLC

Church’s

000 X 00xx Xx

Xxxxxxx

00000

Lease

P0000826

Falcon Holdings, LLC

Church’s

0000 X Xxxxxxx Xx

Xxxxxxx

00000

Lease

P0000827

Falcon Holdings, LLC

Church’s

0000 X 00xx Xx

Xxxxxxx

00000

Lease

P0000828

Falcon Holdings, LLC

Church’s

0000 X Xxxx Xxxxxx Xxx

Xxxxxxx

00000

Lease

P0000829

Falcon Holdings, LLC

Church’s

0000 X Xxxxxx Xxx

Xxxxxxx

00000

Lease

P0000844

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxx Xxxxx

Xxxx Xxxxxxxx

00000

Lease

P0000845

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxx Xxx

Xxxxxxx Xxxxx

00000

Lease

P0000846

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxxxxxx Xxxxx

Xxxxxxxxxxx

00000

Lease

P0000847

Xxxxxx Supply, Inc.

Xxxxxx Supply

00000 Xxxx Xxxx Xxxx

X’xxxxxxxxx

00000

Lease

P0000848

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 X Xxxx Xxx Xx

Xxxxx

00000

Lease

P0000849

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxx XxXxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000850

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxx 00xx Xxxxxx

Xxxxxxxxxxxx

00000

Lease

P0000851

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxx Xxxxxxxx Xxxx

Xxxxxxxxx

00000

Lease

P0000852

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxx Xxx

Xxxxxxxxxx

00000

Lease

P0000853

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxx Xxxx Xxx Xxxx

Xxxxxxx

00000

Lease

P0000854

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xxxx Xx

Xxxxxxxxxx

00000

Lease

P0000855

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxxxxx Xxxxxx Xx

Xxxxxxxxxxxxx

00000

Lease

P0000856

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxx Xxxxx Xxx XX

Xxxxxxx

00000

Lease

P0000857

Hughes Supply, Inc.

Hughes Supply

315 9th Street SE

Hickory

28602

Lease

P0000858

Hughes Supply, Inc.

Hughes Supply

2208 S 14th Street

Mattoon

61938

Lease

P0000859

Hughes Supply, Inc.

Hughes Supply

229 N St. Augustine Rd

Valdosta

31601

Lease

P0000860

Hughes Supply, Inc.

Hughes Supply

1840 Shelton Ave

Stateville

28677

Lease

P0000861

Hughes Supply, Inc.

Hughes Supply

1930 31st Street

Gulfport

39501

Lease

P0000862

Hughes Supply, Inc.

Hughes Supply

1234 S Pleasantburg Dr

Greenville

29605

Lease

P0000863

Hughes Supply, Inc.

Hughes Supply

1430 N Chase St

Athens

30601

Lease

P0000864

Hughes Supply, Inc.

Hughes Supply

1705 River Street

Valdosta

31601

Lease

P0000865

Hughes Supply, Inc.

Hughes Supply

1118 Interstate Blvd

Florence

29501

Lease

P0000866

Hughes Supply, Inc.

Hughes Supply

117 Industrial Circle

Martinsburg

25401

Lease

P0000867

Hughes Supply, Inc.

Hughes Supply

1215 N Bradley Rd

Spokane

99212

Lease

P0000868

Hughes Supply, Inc.

Hughes Supply

1065 Sunset Blvd

West Columbia

29169

Lease

P0000869

Hughes Supply, Inc.

Hughes Supply

1069 Canton Rd

Marietta

30066

Lease

P0000870

Hughes Supply, Inc.

Hughes Supply

1070 S Highland Ave

Jackson

38301

Lease

P0000871

Hughes Supply, Inc.

Hughes Supply

100 Tandem Dr

Greer

29650

Lease

II-A-10

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment
Type

Pool II

P0000335

ARG Enterprises

Black Angus

7606 W Bell Rd

Glendale

85308-8619

Lease

P0000413

QK, Inc.

Denny’s

425 NE Hassalo St

Portland

97232-2056

Lease

P0000422

Checker’s Drive-In Restaurants

Rally’s

2502 S Preston St # 3

Louisville

40217-2431

Lease

P0000458

Interfoods of America, Inc.

Popeye’s

10706 Florida Blvd

Baton Rouge

70815-1742

Lease

P0000480

Mosaica Education

Mosaica

2255 Kimberly Parkway East

Columbus

43232

Lease

P0000586

Mosaica Education

Mosaica

3333 Chipewa Drive

Columbus

43214

Lease

P0000587

Mosaica Education

Mosaica

555 S Fifth Avenue

Alpena

49707

Lease

P0000842

DL Industries, LP

Dan-Loc Bolt & Gasket

725 North Drennan

Houston

77003

Lease

P0000843

Huntsville Wholesale Furniture

Ashley Furniture

3020 South Memorial Parkway

Huntsville

35801

Lease

P0000880

Hal Smith Restaurant Group

Krispy Kreme

1502 SE Walton Blvd

Bentonville

72712

Lease

P0000881

Hal Smith Restaurant Group

Krispy Kreme

1315 Shackleford Rd

Little Rock

72211

Lease

P0000882

Hal Smith Restaurant Group

Krispy Kreme

4301 South Loop 289

Lubbock

79423

Lease

P0000883

Hill Country Furniture Partners, Ltd.

Ashley Furniture

12493 West IH-10

San Antonio

78230

Lease

P0001048

Eateries Inc.

Eateries, Inc

1220 S. Santa Fe

Edmond

73003

Lease

P0001049

Eateries Inc.

Garfield’s

4845 N. Kickapoo

Shawnee

74801

Lease

P0001052

Pine Creek Medical Center

9032 Harry Hines Blvd

Dallas

75235

Lease

P0001053

D-Sea, Inc.

Long John Silvers

1215 Main Street

Crossville

38555

Lease

P0001054

D-Sea, Inc.

Long John Silvers

2550 East Morris Blvd

Morristown

37814

Lease

P0001055

D-Sea, Inc.

Long John Silvers

325 South Calderwood Ave

Alcoa

37701

Lease

P0001056

D-Sea, Inc.

Long John Silvers

1282 Oak Ridge Turnpike

Oak Ridge

37830

Lease

P0001057

D-Sea, Inc.

Long John Silvers

4416 Western Avenue

Knoxville

37921

Lease

P0001058

D-Sea, Inc.

Long John Silvers

1612 South Roane Street

Harriman

37748

Lease

P0001059

D-Sea, Inc.

Long John Silvers

2816 Magnolia Ave

Knoxville

37914

Lease

P0001060

D-Sea, Inc.

Long John Silvers

2005 W. Andrew Johnson Hwy

Morristown

37814

Lease

P0001061

D-Sea, Inc.

Long John Silvers

1595 E Andrew Johnson Hwy

Greenville

37743

Lease

P0001062

D-Sea, Inc.

Long John Silvers

5227 Clinton Highway

Knoxville

37912

Lease

P0001063

D-Sea, Inc.

Long John Silvers

4833 North Broadway

Knoxville

37918

Lease

P0001064

D-Sea, Inc.

Long John Silvers

540 Highway 321 North

Lenoir City

37771

Lease

P0001065

Excel Motorsports

8800 W. Colfax Ave.

Lakewood

80215

Lease

P0001066

Excel Motorsports

6950 E. Colfax Ave.

Denver

80220

Lease

P0001068

Stephen A. Hall Enterprises, LLC

Mitsubishi

677 East Interstate 20

Arlington

76018

Lease

II-A-11

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment
Type

P0001070

Restaurant Resources

Pizza Hut

3125 Agency Street

Burlington

52601-1908

Lease

P0001071

Restaurant Resources

Pizza Hut

2075 John F. Kennedy Road

Dubuque

52002-3815

Lease

P0001072

Restaurant Resources

Pizza Hut

49 Cedar Street

Tipton

52772-1752

Lease

P0001073

Restaurant Resources

Pizza Hut

1310 N. Roosevelt Ave

Burlington

52601-2047

Lease

P0001074

Restaurant Resources

Pizza Hut

1845 8th Street SE

Dyersville

52040-2156

Lease

P0001075

Restaurant Resources

Pizza Hut

1640 First Street West

Independence

50644-2322

Lease

P0001076

Restaurant Resources

Pizza Hut

1129 E. Main Street

Manchester

52057-1829

Lease

P0001077

Restaurant Resources

Pizza Hut

709 First Ave

Rock Falls

61071-1765

Lease

P0001078

Restaurant Resources

Pizza Hut

1616 N. Second Street

Clinton

52732-2861

Lease

P0001079

Restaurant Resources

Pizza Hut

1320 11th Street

De Witt

52742-1224

Lease

P0001080

Restaurant Resources

Pizza Hut

701 N. Main Street

Savanna

61074-1318

Lease

P0001084

Heartland Food Corp.

Burger King

10550 S Avenue B

Chicago

60617

Lease

P0001085

Heartland Food Corp.

Burger King

1750 N Harlem Ave

Elmwood Park

60707

Lease

P0001086

St. Ann Enterprises

Burger King

10458 Saint Charles Rock Rd

Saint Ann

63074

Lease

P0001087

Heartland Food Corp.

Burger King

725 US Highway 24 W

Gilman

60938

Lease

P0001088

Heartland Food Corp.

Burger King

2651 S Veterans Pkwy

Springfield

62704

Lease

P0001089

Heartland Food Corp.

Burger King

1308 N Keller Dr

Effingham

62401

Lease

P0001090

Heartland Food Corp.

Burger King

4241 N Prospect St

Decatur

62526

Lease

P0001091

Heartland Food Corp.

Burger King

2901 S Grand Ave E

Springfield

62703

Lease

P0001092

Heartland Food Corp.

Burger King

1144 W Boughton Rd

Bolingbrook

60440

Lease

P0001094

Heartland Food Corp.

Burger King

1290 Normantown Rd

Romeoville

60446

Lease

P0001095

Heartland Food Corp.

Burger King

1503 Woodlawn Rd

Lincoln

62656

Lease

P0001097

NPC International, Inc.

Pizza Hut

1602 N. 8th Street

Vandalia

62471

Lease

P0001098

NPC International, Inc.

Pizza Hut

105 W. Lincoln Ave

Charleston

61920

Lease

P0001099

NPC International, Inc.

Pizza Hut

205 N. Keller Dr

Effingham

62401

Lease

P0001100

NPC International, Inc.

Pizza Hut

1204 German Street

Maquoketa

52060

Lease

P0001101

NPC International, Inc.

Pizza Hut

1215 W. Main Street

Shelbyville

62565

Lease

P0001102

NPC International, Inc.

Pizza Hut

303 W. Springfield Road

Taylorville

62568

Lease

P0001103

NPC International, Inc.

Pizza Hut

1600 West Euclid Ave

Des Moines

50313

Lease

P0001104

NPC International, Inc.

Pizza Hut

1002 Short Street

Decorah

52101

Lease

P0001105

NPC International, Inc.

Pizza Hut

303 N. K Ave

Vinton

52349

Lease

P0001106

Mid-Ohio Restaurant Mgmt., Inc.

Wendy’s

4965 East Pike

Zanesville

43701

Lease

P0001107

Golden Partners

Golden Corral

1801 S. Waldron

Fort Smith

72903

Lease

P0001108

Golden Partners

Golden Corral

3551 Shepherd of the Hills Expressway

Branson

65616

Lease

P0001109

Golden Partners

Golden Corral

2020 E. Primrose

Springfield

65804

Lease

P0001111

Arby’s Restaurant Group

Arby’s

1518 S. Washington Street

Crawfordsville

47933

Lease

II-A-12

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment
Type

P0001112

Arby’s Restaurant Group

Arby’s

545 S. State Road 67

Mooresville

46158

Lease

P0001114

U.S. Beef Corporation

Arby’s

437 W. Grand Ave

Chickasa

73018

Lease

P0001117

CJM Enterprises, Inc.

Doc’s Bar-B-Q

1601 N. Mississippi Ave

Ada

74820

Lease

P0001118

Seed Restaurant Group Inc.

Fazoli’s

1550 Appleton Road

Menasha

54952

Lease

P0001119

Seed Restaurant Group Inc.

Fazoli’s

498 SE State Route 291

Lees Summit

64063

Lease

P0001120

Seed Restaurant Group Inc.

Fazoli’s

2333 Missouri Blvd

Jefferson City

65109

Lease

P0001121

Seed Restaurant Group Inc.

Fazoli’s

5550 Highway 52 N

Rochester

55901

Lease

P0001122

Seed Restaurant Group Inc.

Fazoli’s

439 W. Coliseum Blvd

Fort Wayne

46805

Lease

P0001124

Seed Restaurant Group Inc.

Fazoli’s

810 SW US Highway 40

Blue Springs

64015

Lease

P0001157

Crème de la Crème

7550 Park Meadows Dr

Lone Tree

80124

Lease

P0001158

Crème de la Crème

4625 Weaver Parkway

Warrenville

60555

Lease

P0001159

Crème de la Crème

4600 West 115th Street

Leawood

66211

Lease

P0001167

Regal Entertainment, Inc.

Regal Cinemas

950 Foxcroft Avenue

Martinsburg

25401

Lease

P0001168

Carmike Cinemas, Inc.

Carmike Cinemas

1550 Pulsar Drive

Colorado Springs

80916

Lease

P0001169

Carmike Cinemas, Inc.

Carmike Cinemas

1807 Martin Luther King Jr. Blvd

Durham

27707

Lease

P0001170

Carmike Cinemas, Inc.

Carmike Cinemas

5320 Forest Drive

Columbia

29206

Lease

P0001171

Carmike Cinemas, Inc.

Carmike Cinemas

3636 Manhattan Ave

Ft. Collins

80526

Lease

P0001172

Carmike Cinemas, Inc.

Carmike Cinemas

4822 Koger Blvd

Greensboro

27407

Lease

P0001173

Carmike Cinemas, Inc.

Carmike Cinemas

201 Tall Pines Avenue

Longview

75605

Lease

P0001174

Carmike Cinemas, Inc.

Carmike Cinemas

111 Cinema Drive

Wilmington

28403

Lease

P0001203

Carmike Cinemas, Inc.

Carmike Cinemas

3547 Reynolda Road

Winston-Salem

27106

Lease

P0001204

Carrols Corporation

Burger King

1892 W. Market Street

Akron

44313

Lease

P0001205

Carrols Corporation

Burger King

2490 Shawnee Road

Lima

45806

Lease

P0001206

Platinum Restaurant Group

Eddie Merlot’s

1502 Illinois Road South

Ft. Wayne

46804

Lease

P0001207

Platinum Restaurant Group

Eddie Merlot’s

3645 E. 96th Street

Indianapolis

46240

Lease

P0001208

Carrols Corporation

Burger King

365 Amherst Street

Buffalo

14207

Lease

P0001209

Carrols Corporation

Burger King

1083 Hertel Avenue

Buffalo

14216

Lease

P0001210

Carrols Corporation

Burger King

1459 French Road

Cheektowaga

14225

Lease

P0001211

Carrols Corporation

Burger King

34 Hamburg Street

East Aurora

14052

Lease

P0001212

Carrols Corporation

Burger King

6933 Erie Road

Evans

14047

Lease

P0001213

Carrols Corporation

Burger King

937 Fairmount Avenue

Jamestown

14701

Lease

P0001214

Carrols Corporation

Burger King

3701 Diann Marie Road

Louisville

40242

Lease

P0001216

Carrols Corporation

Burger King

6450 Outer Loop

Louisville

40228

Lease

P0001217

Carrols Corporation

Burger King

2553 Military Road

Niagara Falls

14304

Lease

P0001218

Carrols Corporation

Burger King

10 South Cascade Street

Springville

14141

Lease

P0001221

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

300 Glen Creek Road NW

Salem

97304

Lease

P0001222

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

6250 Commercial St S

Salem

97306

Lease

II-A-13

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment
Type

P0001223

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

4132 Devonshire N

Salem

97305

Lease

P0001224

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

6425 Wheatland Road N

Salem

97303

Lease

P0001225

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

2975 River Road S

Salem

97302

Lease

P0001226

Carmike Cinemas, Inc.

Carmike Cinemas

3930 E. DuPont Road

Fort Wayne

46825

Lease

P0001220

Pike Holding Nursery LLC

Pike Nurseries

6100 Lawrenceville Highway

Atlanta

30084

Lease

P0001234

Aspen Education Group, Inc.

Academy of the Sierras

42675 Road 44

Reedley

93654

Lease

P0001235

Aspen Education Group, Inc.

Academy at Swift River

151 South Street

Cummington/Ashfield/Plainfield

01026

Lease

P0001236

Aspen Education Group, Inc.

New Leaf Academy

2075 N. Rugby Road

Hendersonville

28791

Lease

P0001237

Aspen Education Group, Inc.

Bromley Brook School

2595 Depot Street

Manchester

05255

Lease

P0001238

Plastech Engineered Products

Manufacturer

1833 Frenchtown Center Drive

Monroe

48162

Lease

P0001239

Dickinson Theatres, Inc.

Dickinson Theatres

8601 W. 135th Street

Overland Park

66223

Lease

P0001240

Dickinson Theatres, Inc.

Dickinson Theatres

1325 N. Litchfield Road

Goodyear

85336

Lease

P0001241

PamCo. Inc.

Office Bldg

425 Maestro Drive

Reno

89511

Lease

P0001242

NPC International, Inc.

Pizza Hut

200 East Taylor Street

Creston

50801

Lease

P0001243

Q’s Restaurant Group

Cheddar’s Casual Café

11135 Causeway Boulevard

Brandon

33511

Lease

P0001244

Formed Fiber Technologies

Manufacturing

1630 Ferguson Court

Sidney

45365

Lease

P0001245

Aspen Education Group, Inc.

Mount Bachelor Academy

33051 N.E. Ochoco Highway

Prineville

97754

Lease

P0001247

Automotive Remarketing Group, Inc.

Auto/RV Auctions

11982 New Kings Road

Jacksonville

32219

Lease

P0001248

Automotive Remarketing Group, Inc.

Auto/RV Auctions

8544 E. Admiral Place

Tulsa

74115

Lease

P0001249

Automotive Remarketing Group, Inc.

Auto/RV Auctions

2415 South Hwy 101

Greenville

29651

Lease

P0001250

Crème de la Crème

501 Oakmont Lane

Westmont

60559

Lease

P0001252

Hardee’s Foods Systems, Inc.

Hardee’s

1208 Industrial Boulevard

East Ellijay

30539

Lease

P0001253

Hardee’s Foods Systems, Inc.

Hardee’s

451 W. Ottawa Street

Paxton

60957

Lease

P0001254

Heartland Food Corp.

Burger King

408 N. Lincoln Road

Escanaba

49829

Lease

P0001255

Heartland Food Corp.

Burger King

800 S. Washburn St

Oshkosh

54904

Lease

P0001256

Heartland Food Corp.

Burger King

13348 Washington Ave

Sturtevant

60617

Lease

P0001257

Hometown Folks, LLC

Burger King

2635 Decatur Pike

Athens

37303

Lease

P0001258

L & D Foods, Inc.

Wendy’s

6834 Wesley Street

Greenville

75402

Lease

P0001259

Arby’s Restaurant Group

Arby’s

1010 Foxcroft Ave

Martinsburg

25401

Lease

P0001261

Arby’s Restaurant Group

Arby’s

1224 S. Mission Street

Mount Pleasant

48858

Lease

P0001262

Arby’s Restaurant Group

Arby’s

44905 Mound

Sterling Heights

48314

Lease

P0001263

Trefz & Trefz, Inc.

Arby’s

2209 Cherry Road

Rock Hill

29732

Lease

P0001265

Harris Foods

Wendy’s

177 N Lee St

Forsyth

31029

Lease

II-A-14

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment
Type

P0001266

Harris Foods

Wendy’s

1961 Eatonton Rd

Madison

30650

Lease

P0000339

Tacala, L.L.C.

Taco Bell

4121 Hixson Pike

Chattanooga

37415-3111

Lease

P0001110

Golden Partners

Golden Corral

5001 Warden Road

North Little Rock

72116

Lease

P0001096

NPC International, Inc.

Pizza Hut

708 Jackson Street

Pana

62557

Lease

II-A-15

SCHEDULE II

PROPERTY EXCEPTIONS

Construction/Improvements

Property

Asset/
Property
Name

Address

City

Zip

Code

Clarification/Other Issues

P0001234

Aspen

Education

42675 Road 44

Reedley, CA

93654

During last six months of lease term, Lessor is responsible for making capital improvements

P0001235

Aspen

Education

151 South Street

Cummington,

MA 01026

01026

During last six months of lease term, Lessor is responsible for making capital improvements

P0001236

Aspen

Education

2075 N. Rugby

Road

Hendersonville,

NC 28791

28791

During last six months of lease term, Lessor is responsible for making capital improvements

P0001237

Aspen

Education

2595 Depot St.

Manchester

Center, VT

05255

During last six months of lease term, Lessor is responsible for making capital improvements

Bankruptcy

Property

Asset/
Property
Name

Address

City

Zip

Code

Clarification/Other Issues

P0000335

Black Angus

7606 W. Bell Road

Glendale

85308

Bankruptcy plan has been confirmed and the lease has been accepted

II-1

SCHEDULE III-A

EQUIPMENT LOANS

Property ID

Obligor

Concept

Address 1

City

Zip Code

Investment Type

E000787

Sky Ventures,

LLC

Pizza Hut

Equipment associated with the 32 properties above

Golden

Valley

55247

Equipment Note

E000838

CBH2O

Camelback

Ski Resort

#1 Camelback Road

Tannersville

18372

Equipment note

P0000917

Kansas

Corral

Golden

Corral

616 So. Ridge Road Circle

Wichita

67209

Lease with additional equipment note

P0000918

Kansas

Corral

Golden

Corral

2830 W. 18th Avenue

Emporia

66801

Lease with additional equipment note

III-1

SCHEDULE III

EQUIPMENT LOAN EXCEPTIONS

None.

SCHEDULE IV

AMORTIZATION SCHEDULE


Date	Scheduled Series 2006-1 Balance	Scheduled Series 2005-1 Balance
Series Closing Date	301,820,000	436,769,000
3/20/2006	301,820,000	436,110,000
4/20/2006	301,384,000	435,447,000
5/20/2006	300,947,000	434,781,000
6/20/2006	300,507,000	434,112,000
7/20/2006	300,065,000	433,439,000
8/20/2006	299,620,000	432,763,000
9/20/2006	299,174,000	432,083,000
10/20/2006	298,725,000	431,400,000
11/20/2006	298,274,000	430,714,000
12/20/2006	297,821,000	430,024,000
1/20/2007	297,365,000	429,331,000
2/20/2007	296,908,000	428,635,000
3/20/2007	296,447,000	427,935,000
4/20/2007	295,985,000	427,231,000
5/20/2007	295,520,000	426,524,000
6/20/2007	295,053,000	425,813,000
7/20/2007	294,584,000	425,099,000
8/20/2007	294,112,000	424,381,000
9/20/2007	293,638,000	423,660,000
10/20/2007	293,162,000	422,935,000
11/20/2007	292,683,000	422,206,000
12/20/2007	292,202,000	421,474,000
1/20/2008	291,718,000	420,738,000
2/20/2008	291,232,000	419,999,000
3/20/2008	290,744,000	419,255,000
4/20/2008	290,253,000	418,508,000
5/20/2008	289,759,000	417,758,000
6/20/2008	289,263,000	417,003,000
7/20/2008	288,765,000	416,245,000
8/20/2008	288,264,000	415,483,000
9/20/2008	287,761,000	414,717,000
10/20/2008	287,255,000	413,947,000
11/20/2008	286,747,000	413,174,000
12/20/2008	286,236,000	412,397,000
1/20/2009	285,723,000	411,615,000
2/20/2009	285,207,000	410,830,000
3/20/2009	284,688,000	410,041,000
4/20/2009	284,167,000	409,248,000
5/20/2009	283,643,000	408,451,000
6/20/2009	283,117,000	407,650,000
7/20/2009	282,587,000	406,845,000
8/20/2009	282,056,000	406,036,000
9/20/2009	281,521,000	405,223,000
10/20/2009	280,984,000	404,406,000
11/20/2009	280,445,000	403,584,000
12/20/2009	279,902,000	402,759,000
1/20/2010	279,357,000	401,930,000
2/20/2010	278,809,000	401,096,000
3/20/2010	278,259,000	400,258,000
4/20/2010	277,705,000	399,416,000
5/20/2010	277,149,000	398,570,000


Date	Scheduled Series 2006-1 Balance	Scheduled Series 2005-1 Balance
6/20/2010	276,590,000	397,720,000
7/20/2010	276,029,000	396,865,000
8/20/2010	275,464,000	396,006,000
9/20/2010	274,897,000	395,143,000
10/20/2010	274,327,000	394,275,000
11/20/2010	273,754,000	393,403,000
12/20/2010	273,178,000	392,527,000
1/20/2011	272,599,000	391,646,000
2/20/2011	272,018,000	390,761,000
3/20/2011	271,433,000	389,872,000
4/20/2011	270,846,000	388,978,000
5/20/2011	270,255,000	388,080,000
6/20/2011	269,662,000	387,177,000
7/20/2011	269,065,000	386,269,000
8/20/2011	268,466,000	385,357,000
9/20/2011	267,864,000	384,441,000
10/20/2011	267,259,000	383,520,000
11/20/2011	266,650,000	382,594,000
12/20/2011	266,039,000	381,664,000
1/20/2012	265,424,000	380,729,000
2/20/2012	264,807,000	379,789,000
3/20/2012	264,186,000	378,845,000
4/20/2012	263,563,000	377,896,000
5/20/2012	262,936,000	376,942,000
6/20/2012	262,306,000	375,984,000
7/20/2012	261,673,000	375,020,000
8/20/2012	261,036,000	374,052,000
9/20/2012	260,397,000	373,079,000
10/20/2012	259,754,000	372,101,000
11/20/2012	259,109,000	371,119,000
12/20/2012	258,459,000	370,131,000
1/20/2013	257,807,000	369,138,000
2/20/2013	257,152,000	368,141,000
3/20/2013	256,493,000	367,138,000
4/20/2013	255,830,000	366,131,000
5/20/2013	255,165,000	365,118,000
6/20/2013	254,496,000	364,100,000
7/20/2013	253,824,000	363,078,000
8/20/2013	253,149,000	362,050,000
9/20/2013	252,470,000	361,017,000
10/20/2013	251,787,000	359,979,000
11/20/2013	251,102,000	358,935,000
12/20/2013	250,413,000	357,887,000
1/20/2014	249,720,000	356,833,000
2/20/2014	249,024,000	355,774,000
3/20/2014	248,324,000	354,709,000
4/20/2014	247,621,000	353,640,000
5/20/2014	246,915,000	352,564,000
6/20/2014	246,205,000	351,484,000
7/20/2014	245,491,000	350,398,000
8/20/2014	244,774,000	349,307,000
9/20/2014	244,053,000	348,210,000
10/20/2014	243,329,000	347,108,000
11/20/2014	242,601,000	346,000,000
12/20/2014	241,869,000	344,887,000


Date	Scheduled Series 2006-1 Balance	Scheduled Series 2005-1 Balance
1/20/2015	241,134,000	343,768,000
2/20/2015	240,395,000	342,644,000
3/20/2015	239,652,000	341,514,000
4/20/2015	238,906,000	340,378,000
5/20/2015	238,156,000	339,237,000
6/20/2015	237,402,000	338,090,000
7/20/2015	236,644,000	336,937,000
8/20/2015	235,883,000	335,778,000
9/20/2015	235,118,000	334,614,000
10/20/2015	234,349,000	333,444,000
11/20/2015	233,576,000	332,268,000
12/20/2015	232,799,000	331,086,000
1/20/2016	232,019,000	329,898,000
2/20/2016	231,234,000	328,704,000
3/20/2016	230,446,000	327,504,000
4/20/2016	229,653,000	326,298,000
5/20/2016	228,857,000	325,087,000
6/20/2016	228,056,000	323,869,000
7/20/2016	227,252,000	322,645,000
8/20/2016	226,444,000	321,415,000
9/20/2016	225,631,000	320,179,000
10/20/2016	224,815,000	318,936,000
11/20/2016	223,994,000	317,688,000
12/20/2016	223,170,000	316,433,000
1/20/2017	222,341,000	315,172,000
2/20/2017	221,508,000	313,904,000
3/20/2017	220,671,000	312,631,000
4/20/2017	219,830,000	311,351,000
5/20/2017	218,984,000	310,064,000
6/20/2017	218,134,000	308,771,000
7/20/2017	217,280,000	307,472,000
8/20/2017	216,422,000	306,166,000
9/20/2017	215,560,000	304,853,000
10/20/2017	214,693,000	303,534,000
11/20/2017	213,822,000	302,209,000
12/20/2017	212,946,000	300,877,000
1/20/2018	212,066,000	299,538,000
2/20/2018	211,182,000	298,192,000
3/20/2018	210,293,000	296,840,000
4/20/2018	209,400,000	295,481,000
5/20/2018	208,502,000	294,115,000
6/20/2018	207,600,000	292,742,000
7/20/2018	206,694,000	291,363,000
8/20/2018	205,782,000	289,976,000
9/20/2018	204,867,000	288,583,000
10/20/2018	203,946,000	287,183,000
11/20/2018	203,022,000	285,775,000
12/20/2018	202,092,000	284,361,000
1/20/2019	201,158,000	282,939,000
2/20/2019	200,219,000	281,511,000
3/20/2019	199,276,000	280,075,000
4/20/2019	198,327,000	278,632,000
5/20/2019	197,374,000	277,182,000
6/20/2019	196,417,000	275,725,000
7/20/2019	195,454,000	274,260,000


Date	Scheduled Series 2006-1 Balance		Scheduled Series 2005-1 Balance
8/20/2019		194,487,000		272,788,000
9/20/2019		193,514,000		271,309,000
10/20/2019		192,537,000		269,822,000
11/20/2019		191,555,000		268,328,000
12/20/2019		190,569,000		266,826,000
1/20/2020		189,577,000		265,317,000
2/20/2020		188,580,000		263,800,000
3/20/2020		187,578,000		262,276,000
4/20/2020		186,572,000		260,744,000
5/20/2020		185,560,000		259,205,000
6/20/2020		184,543,000		257,658,000
7/20/2020		183,521,000		—
8/20/2020		182,494,000
9/20/2020		181,462,000
10/20/2020		180,425,000
11/20/2020		179,382,000
12/20/2020		178,334,000
1/20/2021		177,281,000
2/20/2021		176,223,000
3/20/2021		—

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SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2006-1 SUPPLEMENT Dated as of March 17, 2006 to AMENDED AND RESTATED MASTER INDENTURE Dated as of March 17, 2006 SPIRIT MASTER...

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