SPIRIT MASTER FUNDING, LLC Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2005-1 SUPPLEMENT Dated as of July 26, 2005 to MASTER INDENTURE Dated as of July 26, 2005 SPIRIT MASTER FUNDING, LLC, NET-LEASE MORTGAGE NOTES, SERIES 2005-1

Exhibit 4.3

EXECUTION COPY

SPIRIT MASTER FUNDING, LLC

Issuer

and

CITIBANK, N.A.

Indenture Trustee

SERIES 2005-1 SUPPLEMENT

Dated as of July 26, 2005

MASTER INDENTURE

Dated as of July 26, 2005

SPIRIT MASTER FUNDING, LLC, NET-LEASE MORTGAGE NOTES, SERIES 2005-1

TABLE OF CONTENTS


ARTICLE I
DEFINITIONS

Section 1.01.		Definitions
ARTICLE II

CREATION OF THE SERIES 2005-1 NOTES; PAYMENTS ON THE 2005-1 NOTES

Section 2.01.		Designation

Section 2.02.		Payments on the Series 2005-1 Notes

Section 2.03.		Redemption of the Series 2005-1 Notes

Section 2.04.		The Insurance Policy Proceeds Account

Section 2.05.		Limitations Regarding Repurchases, Substitutions and Acquisitions

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01.		Representations and Warranties

Section 3.02.		No Default

Section 3.03.		Conditions Precedent Satisfied

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01.		Ratification of Indenture

Section 4.02.		Actions by Controlling Party

Section 4.03.		Counterparts

Section 4.04.		Governing Law

Section 4.05.		Beneficiaries

Section 4.06.		Limited Recourse

Section 4.07.		Notice to the Insurer

Exhibits

EXHIBIT A		Representations and Warranties

Schedules

SCHEDULE I		Amortization Schedule

SERIES 2005-1 SUPPLEMENT, dated as of July 26, 2005 (the “Series 2005-1 Supplement”), between the Issuer and the Indenture Trustee.

Pursuant to the Indenture, the Issuer 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 Series Supplement to the Indenture.

Pursuant to this Series 2005-1 Supplement, the Issuer and the Indenture Trustee hereby create a new Series of Notes (the “Series 2005-1 Notes”) and specify the Principal Terms thereof.

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 2005-1 Notes and any Payment Date, the calendar month immediately preceding such Payment Date.

“Class A-1 Note”: Any of the Series 2005-1 Notes with a “Class A-1” designation on the face thereof, issued pursuant to this Series 2005-1 Supplement and the Indenture, executed by the Issuer 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.

“Class A-2 Note”: Any of the Notes with a “Class A-2” designation on the face thereof, issued pursuant to this Series 2005-1 Supplement and the Indenture, executed by the Issuer 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 2005-1 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 2005-1 Noteholders representing in the aggregate more than 50% of the aggregate Class Principal Balance of the Series 2005-1 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 2005-1 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 applicable Legal Final Payment Date, the Issuer will not have the ability to pay off the applicable Notes on such Legal Final Payment Date.

“Indenture”: With respect to the Series 2005-1 Notes, the Master Indenture, dated July 26, 2005, between the Issuer and the Indenture Trustee, as supplemented by the Series 2005-1 Supplement.

“Indenture Trustee Fee”: With respect to the Series 2005-1 Notes, an amount equal to $12,500 per annum.

“Initial Purchaser”: Each of Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse First Boston LLC.

“Insurance Agreement”: With respect to the Series 2005-1 Notes, the Insurance and Indemnity Agreement, dated July 26, 2005, among the Insurer, the Issuer, Spirit Finance and the Indenture Trustee.

“Insurance Policy”: The certificate guaranty insurance policy issued to the Indenture Trustee for the benefit of the Series 2005-1 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 hereof.

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

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

“Insurer”: With respect to the Series 2005-1 Notes, Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation.

“Insurer Default”: With respect to the Insurance Policy and 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 2005-1 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.

“Make Whole Payment”: With respect to the Series 2005-1 Notes and for any Payment Date on which a Voluntary Prepayment is made and an Early Amortization Event has not occurred and is not continuing, the payment due to each Class of Notes in an amount (as calculated two Business Days prior to such Payment Date) equal to: (A) using the Reinvestment Yield, the sum of the present values of the scheduled payments of principal and interest remaining until such Class of Notes is scheduled to be repaid in full (calculated prior to the application of the Voluntary Prepayment), minus (B)(i) using the Reinvestment Yield, the sum of the present values of the scheduled payments of principal and interest remaining until such Class of Notes is scheduled to be repaid in full (calculated after application of the Voluntary Repayment) plus (ii) the amount of the Voluntary Prepayment.

“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, and (c) 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 Mortgaged Properties (including those Mortgaged Properties securing Mortgage Loans)) as of any Determination Date, a percentage no greater than 7.5% as of such Determination Date (other than Movie Theatres, which initially may not exceed the applicable Property Concentration as of the Initial Closing Date and, upon the Movie Theatre Property Concentration falling below 7.5%, may not exceed 7.5%); (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% as of such Determination Date, (iii) with respect to the Property Concentration for any state, a percentage equal to 15% 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”: With respect to any Class of Series 2005-1 Notes, the yield on United States Treasury Securities having the closest maturity (month and year) to the weighted average life of such Class (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 2005-1 Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule I.

“Series 2005-1 Noteholder”: With respect to any Series 2005-1 Note, the applicable Noteholder, as such term is further defined in the Indenture.

“Series Closing Date”: July 26, 2005.

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

“Voluntary Prepayment”: Any voluntary redemption of any Class of Notes, in whole or in part, in accordance with the procedures set forth in Section 7.01 of the Indenture, or any Unscheduled Principal Payment (as described in clause (a) of the definition thereof) actually paid on the related Payment Date, other than any portion thereof consisting of Property Insurance Proceeds, Condemnation Proceeds and amounts received in respect of a Specially Serviced Asset or a repurchase due to a Collateral Defect.

ARTICLE II

CREATION OF THE SERIES 2005-1 NOTES; PAYMENTS ON THE 2005-1 NOTES

Section 2.01. Designation.

(a) There is hereby created a Series of Notes to be issued by the Issuer pursuant to the Indenture and this Series 2005-1 Supplement to be known as “Spirit Master Funding, LLC, Net-Lease Mortgage Notes, Series 2005-1.” The Aggregate Note Principal Balance of such Notes shall be U.S. $441,300,000, and shall be divided among

two Classes having the respective Class designations, initial Class Principal Balances, Note Rates and Ratings as follows:


Class Designation	Initial Class Principal Balance		Note Rate			Ratings (S&P/Xxxxx’x)
Class A-1	$	183,000,000		5.05	%		AAA/Aaa
Class A-2	$	258,300,000		5.37	%		AAA/Aaa

The Note Interest with respect to each Class of the Series 2005-1 Notes will be calculated on a 30/360 basis.

The Series 2005-1 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 2005-1 Notes shall not be subordinate to any other Series.

(b) The initial Payment Date with respect to the Series 2005-1 Notes shall be the Payment Date occurring on August 22, 2005. The Legal Final Payment Date with respect to the Series 2005-1 Notes shall be July 20, 2020. The Rated Final Payment Date with respect to the Series 2005-1 Notes shall be July 20, 2023.

(c) The initial Collection Period with respect to the Series 2005-1 Notes shall be the period commencing on July 26, 2005 to and including August 8, 2005.

(d) The Series 2005-1 Notes offered and sold shall be issued in the form of Book-Entry Notes.

Section 2.02. Payments on the Series 2005-1 Notes. On each Payment Date, the Indenture Trustee will apply and will pay the Series Available Amount with respect to the Series 2005-1 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) on a pro rata basis, (I) to the Class A-1 Noteholders, the Note Interest with respect to the Class A-1 Notes, plus unpaid Note Interest with respect to the Class A-1 Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A-1 Notes, and (II) to the Class A-2 Noteholders, the Note Interest with respect to the Class A-2 Notes, plus unpaid Note Interest with respect to the Class A-2 Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A-2 Notes;

(3) (I) so long as no Early Amortization Event or Event of Default has occurred and is continuing, (x) first, until the Class Principal Balance of the Class A-1 Notes has been reduced to zero, to the Class A-1 Noteholders, an amount up to the sum of the Scheduled Principal

Payments and all Unscheduled Principal Payments allocable to Series 2005-1 for such Payment Date and (y) second, until the Class Principal Balance of the Class A-2 Notes has been reduced to zero, to the Class A-2 Noteholders, an amount up to the sum of the Scheduled Principal Payments and all Unscheduled Principal Payments allocable to Series 2005-1 for such Payment Date (less the amount paid pursuant to clause (3)(I)(x) immediately above) 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, (x) to the Class A-1 Noteholders, in respect of unpaid principal of the Class A-1 Notes and (y) to the Class A-2 Noteholders, in respect of unpaid principal of the Class A-2 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 such Insurer and the Issuer; and

(5) to the Class A-1 Noteholders and the Class A-2 Noteholders, pro rata, based on amount due, the Make Whole Payments, if any, due on such Payment Date, together with any unpaid Make Whole Payments from any prior Payment Date.

Section 2.03. Redemption of the Series 2005-1 Notes. On any Payment Date prior to the Legal Final Payment Date, the Issuer may redeem the Series 2005-1 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 Payment 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 2005-1 Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the Issuer nor 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. Pursuant to Section 3.18 of the Property Management Agreement, and except with respect to repurchases or substitutions by the applicable Originator or Support Provider due to a Collateral Defect, the Issuer may only sell or exchange Mortgaged Properties and Mortgage Loans to or with any of its Affiliates subject to the following conditions: (a) the Issuer may sell or exchange Mortgaged Properties and Mortgage Loans only to or with a Spirit SPE that is not the Originator of the Mortgaged

Property or Mortgage Loan or, in the case of Mortgage Loans or Mortgaged Properties 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, (b) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans sold to or exchanged with affiliates of the Issuer that are not related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Aggregate Collateral Value as of the Series Closing Date, and (c) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans sold to affiliates of the Issuer that are related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Aggregate Collateral Value 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.

In addition, pursuant to Section 3.18 of the Property Management Agreement, the aggregate Collateral Value of Qualified Substitute Mortgage Loans and Qualified Substitute Mortgaged Properties acquired by the Issuer from any Affiliate of the Issuer (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 the foregoing limitations will not include Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged Properties from parties unaffiliated with Spirit Finance, any mortgaged properties substituted pursuant to any Third Party Purchase Options or any Lease Transfer Mortgaged Properties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties.

(a) The Issuer 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 2005-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2005-1 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 2005-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2005-1 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 Agreement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.

Section 3.02. No Default. The Issuer hereby represents and warrants to the Series 2005-1 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 Issuer hereby represents and warrants to the Series 2005-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, each of the conditions precedent set forth in the Indenture have been satisfied.

Section 3.04. Collateral Representations and Warranties. The Issuer hereby represents and warrants 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 the Issuer as of 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 2005-1 Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Series 2005-1 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 2005-1 Noteholders representing more than 50% of the Aggregate Class Principal Balance of the Series 2005-1 Notes, will be entitled to exercise the rights and remedies of the Series 2005-1 Noteholders with respect to actions taken by the Controlling Party pursuant to the Indenture.

Section 4.03. Counterparts. This Series 2005-1 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 2005-1 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. This Series 2005-1 Series Supplement and the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2005-1 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 in the Indenture, the Series 2005-1 Notes are nonrecourse obligations solely of the Issuer 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 Issuer hereunder shall be extinguished. Each Series 2005-1 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 the Issuer for a period of two years and 31 days following payment in full of all of the Notes issued or co-issued by the Issuer under the Indenture.

Section 4.07. Notice to the Insurer and the Rating Agencies. Any communication provided for or permitted hereunder or 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, One State Street Plaza, New York, New York 10004, 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, 00^xx 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 Issuer and the Indenture Trustee have caused this Series 2005-1 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 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: Assistant Vice President

EXHIBIT A

REPRESENTATIONS AND WARRANTIES

SPIRIT MASTER FUNDING, LLC, a Delaware limited liability company (“Issuer”), on this 26^th day of July, 2005, hereby delivers this Issuer Certification pursuant to that certain Indenture Agreement of even date herewith (“Indenture Agreement”) and that certain Property Management and Servicing Agreement of even date herewith (“Property Management Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture Agreement, and if not set forth in the Indenture Agreement, in the Property Management Agreement.

1. Mortgage Loans. With respect to each Mortgage Loan (as identified in Schedule I-A), Seller hereby represents and warrants, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except as set forth on Schedule I hereto, that:

(a) Immediately prior to the transfer and assignment of the Mortgage Loan to Seller, Purchaser 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 Seller to Purchaser 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 Seller’s right, title and ownership of the Mortgage Loan to Purchaser (and, with respect to the Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.

(b) Seller has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to Purchaser. The entire agreement with Seller (whether originated by Seller 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 Purchase and Sale Agreements (the “Mortgage Loan Schedule”) 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 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 (“Permitted Exceptions”): (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” and “—Third Party Options to Purchase” herein and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv), (v) or (vi) 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) With respect to each Mortgage Loan, the related Mortgage constitutes a valid, legally binding and enforceable first priority lien upon the related Mortgaged Property securing such 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 ALTA lender’s title insurance policy (“Title Policy”), or its equivalent as adopted in the applicable jurisdiction, 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 insurance 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. Seller has not, 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 Purchaser, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of Purchaser without the consent of or notice to the insurer.

(f) Seller has not 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 any 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 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 any Mortgage Loan are insured under insurance policies (as described in a Schedule to the Purchase and Sale Agreements the “Insurance Schedule”). The Mortgage 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 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 Seller, as the Mortgagee, 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 Seller, 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 40 Mortgaged Properties securing 40 Mortgage Loans, representing 57.7% of the Mortgage Loans (by Allocated Collateral Amount) for each of which there is an environmental insurance policy in place), the Mortgaged Property securing any 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 Seller has no 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 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 (as defined below) 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 Underwriting Guidelines that adequate funding was available for such program or plan, as applicable. Seller has not taken any action with respect to the Mortgage Loan or the Mortgaged Property securing

such Mortgage Loan that could subject Purchaser, or its successors and assigns in respect of the Mortgage Loan, to any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any other applicable federal, state or local environmental law, and Seller has not 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 Mortgage 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, delivered to Purchaser or its designee.

(q) There are no delinquent taxes, ground rents, assessments for improvements or other similar outstanding lienable charges affecting the 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 Mortgage Loans secured by Ground Leases, the interest of the Borrower in the Mortgaged Property consists of a fee simple estate in real property.

(s) Each 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 Purchaser 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 each 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 Purchaser 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 related Seller 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 (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 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 (iii) no payment on any Mortgage Loan is, or has previously been during any time owned by Seller or Purchaser, 30 or more days delinquent and (iv) no payment on any 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 Seller with respect to the Mortgage Loans.

(y) In connection with the origination of each Mortgage Loan, Seller inspected or caused to be inspected the Mortgaged Property securing the Mortgage Loan by inspection, appraisal or otherwise as required in Seller’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 Seller’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable mortgage loans by Seller, as of the date of origination or acquisition of the Mortgage Loans, the related Borrowers, were in compliance with all applicable laws relating to the ownership and operation of the Mortgaged Properties securing the Mortgage Loan as they were then operated and were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Mortgaged Properties as they were operated. With respect to Mortgaged Properties that are operated as franchised properties, 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 Sellers used with respect to the Mortgage Loan since Seller’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 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: either to restore or repair the Mortgaged Property securing the Mortgage Loan, to repay the principal of the Mortgage Loan or 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 Seller’s knowledge, pending against or affecting the Borrower, the Mortgaged Property securing the Mortgage Loan that, if determined adversely to such Borrower, 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 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, the Mortgage Note or Mortgage do not require 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 each Mortgage by Seller, each Borrower which is 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 Mortgage Loan Documents for each of the Mortgage Loans 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 Purchaser reasonably requests from time to time.

(nn) To Seller’s actual knowledge, based upon zoning letters, zoning report, the title insurance policy insuring the lien of the Mortgage, historical use and/or other due diligence customarily performed by Seller 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 is located within one of the 50 United States or the District of Columbia.

(pp) With respect to a Mortgage Loan secured by Mortgaged Property located in “seismic zones” 3 or 4, the Borrower or Purchaser (or an affiliate of Purchaser) has obtained, and is required under the Mortgage 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) Seller does not have knowledge of any circumstance or condition with respect to such Mortgage Loan, the Mortgaged Property securing the Mortgage Loan, the Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause Purchaser to regard such Mortgage Loan as unacceptable security, cause such Mortgage Loan or 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 right-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 Seller’s knowledge, 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, may 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 insurance policy referenced in (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 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 Purchaser from a third party, each Mortgage Loan and the related Mortgaged Property securing the Mortgage Loan shall be originated pursuant to the Underwriting Guidelines (subject to any material modifications approved by the Insurer) Seller Form Documents or in accordance with a Borrower’s, Tenant’s or a different form of document that is otherwise approved by an Seller on a case by case basis in a manner that provides for Seller to receive the substantive benefits intended to be realized under the material terms of Seller Form Documents.

(uu) None of the Mortgage Loans are construction loans.

2. Mortgaged Properties and Leases. With respect to each Property (as identified in Schedule II-A), Seller hereby represents and warrants, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except as set forth on Schedule II hereto, that:

(a) Seller owns such Property and Lease free and clear of any and all liens and other encumbrances except for the Permitted Exceptions.

(b) Seller has full right and authority to sell, contribute, assign, mortgage, pledge and transfer its interest in such Lease and 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 as Exhibit D) with respect to such Property and Lease was true and correct in all material respects as of the Closing Date.

(d) Such Lease for the related Property 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) as of the Closing Date, and has not been during the time owned by Seller, 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 Seller has only a ground leasehold interest.

(f) With respect to the related Lease for each 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 Seller’s 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 Seller, 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 Property is covered by an American Land Title Association (or an equivalent form thereof as adopted in the applicable jurisdiction) mortgagee’s title insurance policy (the “Title Policy”), or during the 6 months after the date of transfer thereof, a Title Policy in an amount at least equal to the Appraised Value of such Property, subject only to the Permitted Exceptions (to the extent stated therein); such title insurance policy is in full force and effect and names the Collateral Agent as a mortgagee of record; as of the Closing Date, all premiums for the title policy have been paid; and as of the 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 Property is located.

(i) The Lease is not a Defaulted Asset or a Delinquent Asset as of the Closing 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 Property; and, to the best of Seller’s 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 Property or, to Seller’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 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 Property that were included for the purpose of determining the appraised value of the Property lay within the boundaries of such Property and there are no encroachments into the building setback restriction lines of such Property in any way that would materially and adversely affect the value of the 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 (h) above.)

(n) There are no delinquent or unpaid taxes or assessments, or other outstanding charges affecting any 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 Property against the fee interest of Seller in the 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 Seller’s rights in the Lease.

(p) There is no proceeding pending for the total or partial condemnation of the Property and the Property is free and clear of any damage that would materially and adversely affect the value or use of such 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 Leases that permit the Tenant to self-insure, each Lease requires the Tenant to maintain (or make payment to the lessor to cover such premiums) in respect of the Property insurance against loss by hazards (excluding flood and earthquake) and comprehensive general liability insurance in amounts generally required by Seller, and in some cases (which may be only required at an Seller’s request), business interruption or rental value insurance for at least 6 months; all of such insurance required under the Lease for such Property (including, without limitation, if provided under a master insurance policy of Seller or an affiliate thereof) is in full force and effect and

names Seller or their respective successors and assigns as an additional insured; all premiums for any insurance policies (including, without limitation, any applicable master insurance policy of Seller or an affiliate thereof) required to be paid have been paid; all of such insurance policies require prior notice to the lessor under the Lease of termination or cancellation, and 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 Property is located in a “Special Flood Hazard Zone” so designated by the Secretary of the United States Department of Housing and Urban Development, such Property is required under the Lease to be covered by insurance against loss by flood in amounts generally required by Seller which insurance is in full force and effect. With respect to each 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 Lease Guarantor must either be a company listed on the NYSE with an NAIC rating of “2” or better; (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) that 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 Property was subject to one or more environmental assessments or reports (or an update of a previously conducted assessment or report) and Seller has no knowledge of any material and adverse environmental conditions or circumstance affecting such Property that was not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the 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 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 (as defined below) 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, Seller determined in accordance with the Underwriting Guidelines that adequate funding was available for such program or plan, as applicable. Seller has not taken any action with respect to the Property that would subject Seller, or its successors and assigns in respect of the Property, to any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any other applicable federal, state or local environmental law, and Seller has not received any actual notice of a material violation of CERCLA or any applicable Environmental Law with respect to the 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 clause (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 Property and relate to Hazardous Substances, including, without limitation, CERCLA and RCRA and “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 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 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 Property except those that are insured against by the Title Policy referred to in (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 Property of the principal benefits of the security intended to be provided thereby.

(v) With respect to each Property:

(1) such 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 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 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) Seller as lessor under the Lease does not have any monetary obligations under the Lease that have 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 Property have been satisfied and except for the obligation to rebuild such improvements after a casualty (which obligation is limited by available insurance proceeds), Seller 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 leased 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 Seller during the origination process with respect to the Lease related to such Property.

(y) In connection with the acquisition of each Property, Seller inspected or caused to be inspected the Property by inspection, appraisal or otherwise as required in Seller’s 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, Seller was authorized to transact and do business in the jurisdiction in which such Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease.

(bb) The 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 Property as presently used and enjoyed are located in the public right-of-way abutting the Property or are the subject of access easements for the benefit of the Property, and all such utilities are connected so as to serve the Property without passing over other property or are the subject of access easements for the benefit of the Property. All roads necessary for the full use of the 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 Property.

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

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

(ee) With respect to any of the Properties which are the subject of a Master Lease (noting that not all properties subject to such Master Lease are included in

the Properties), the lessor under the Master Xxxxx has assigned its interest in the Leases of the Properties to Seller and Seller and the other lessors under the Master Leases have entered into inter-lessor agreements by which the rents and the rights to enforce the provisions of the Master Leases pertinent to any of the Properties have also been assigned to Seller.

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

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

To Seller’s actual knowledge, based upon zoning letters, zoning report, the Title Policy, historical use and/or other due diligence customarily performed by Seller in connection with the acquisition of the Property, the improvements located on or forming part of such 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), Seller hereby represents and warrants, as of the date herein below specified or, if no such date is specified, as of the Closing Date, except as set forth on Schedule III hereto, that:

(a) Immediately prior to the transfer and assignment of the Equipment Loan to Seller, Purchaser 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 Seller to Purchaser of the Equipment Loan by collateral assignment and by individual allonges of the Equipment Loan Notes and Assignments of the Security Agreements in blank validly assigns all of Seller’s right, title and ownership of the Equipment Loan to Purchaser (and, with respect to the Security Agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.

(b) Seller has full right and authority to sell, contribute, assign and transfer the Equipment Loan to Purchaser. The entire agreement with Seller (whether originated by Seller 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 Purchase and Sale Agreements (the

“Equipment Loan Schedule”) 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 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) Seller has not waived any material default, breach, violation or event of acceleration existing under the Security Agreement or Equipment Loan 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 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 Equipment Loan that is not included in the Collateral Pool.

(p) The terms of the 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 Purchaser 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 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 related Seller 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 the 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 (iii) no payment on any Equipment Loan is, or has previously been during any time owned by Seller or Purchaser, 30 or more days delinquent and (iv) no payment on any 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 Seller 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 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 (other than amounts paid by the Tenant as specifically provided under the related Lease).

(bb) To Seller’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable Equipment Loans by Seller, as of the date of origination or acquisition of the Equipment Loans, the related Borrowers, were in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as they were then operated and were in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as they were operated. With respect to Equipment that are operated as franchised properties, and except with respect to Equipment Loans for which the related Tenant is the franchisor, the Tenant of such secured equipment 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 Equipment Loan, there were no defaults under the franchise agreement by such Tenant.

(cc) The origination, servicing and collection practices Sellers used with respect to the Equipment Loan since Seller’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 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].

(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 Seller’s knowledge, pending against or affecting the Borrower, the secured equipment securing the Equipment Loan that, if determined adversely to such Borrower, 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 Lease, as applicable.

(gg) [Reserved].

(hh) [Reserved].

(ii) The 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 the 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 each Equipment Loan by Seller, each Borrower which is 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) Seller does not have knowledge of any circumstance or condition with respect to such Equipment Loan, the secured equipment securing the Equipment Loan, the Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause Purchaser to regard such Equipment Loan as unacceptable security, cause such Equipment Loan or Lease 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 Equipment Loans originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loans purchased or substituted by Purchaser from a third party, each Equipment Loan and the related secured equipment securing the Equipment Loan shall be originated pursuant to the Underwriting Guidelines (subject to any material modifications approved by the Insurer) Seller Form Documents or in accordance with a Borrower’s, Tenant’s or a different form of document

that is otherwise approved by an Seller on a case by case basis in a manner that provides for Seller to receive the substantive benefits intended to be realized under the material terms of Seller Form Documents.

[Remainder of page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, Issuer has caused this Issuer Certification to be executed as of the day and year first above written.

SPIRIT MASTER FUNDING, LLC

By:

Name:

Title:

SCHEDULE I-A

MORTGAGE LOANS

I-A-1

Property ID

Obligor

Concept

Address

City

Zip Code

P0000051

Taco Bueno Restaurants, Inc.

Taco Bueno

1300 Xxxxxxx Xxxx

Xxxxx

00000-
0000

P0000052

Taco Bueno Restaurants, Inc.

Taco Bueno

2300 X Xxxxxx Xx

Xxxxxxxxx

00000-
0000

P0000053

Taco Bueno Restaurants, Inc.

Taco Bueno

5600 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-
0000

P0000054

Taco Bueno Restaurants, Inc.

Taco Bueno

1528 Brown Trl

Bedford

76021-
5343

P0000055

Taco Bueno Restaurants, Inc.

Taco Bueno

7400 X Xxxxxxx Xx

Xxxxx

00000-
7913

P0000056

Taco Bueno Restaurants, Inc.

Taco Bueno

8600 Xxxxxxx 00 X

Xxxx Xxxxx

00000-
0000

P0000057

Taco Bueno Restaurants, Inc.

Taco Bueno

205 Spur 350

Euless

76040-
4583

P0000058

Taco Bueno Restaurants, Inc.

Taco Bueno

4100 Xxxxxxx Xxx Xx

Xxxxxxx

00000-
7233

P0000059

Taco Bueno Restaurants, Inc.

Taco Bueno

5700 XX Xxxxx Xxxx Xxxx

Xxxxxxxxx

00000-
0000

P0000060

Taco Bueno Restaurants, Inc.

Taco Bueno

1500 X Xxxxxxxxxx Xx

Xxxxxx

00000-
1790

P0000061

Taco Bueno Restaurants, Inc.

Taco Bueno

6300 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-
0000

P0000062

Taco Bueno Restaurants, Inc.

Taco Bueno

8600 X Xxxxx Xxx

Xxxxx

00000-
0000

P0000063

Taco Bueno Restaurants, Inc.

Taco Bueno

5700 Xxxxxxxx Xxxx

Xxxxxxx

00000-
0000

P0000064

Taco Bueno Restaurants, Inc.

Taco Bueno

1100 X Xxxxxxxxx Xxx

Xxxxxxxxx

00000-
0000

P0000065

Taco Bueno Restaurants, Inc.

Taco Bueno

300 X Xxxxxxx Xx

Xxxxxxxx

00000-
0000

P0000066

Taco Bueno Restaurants, Inc.

Taco Bueno

2000 XX 00xx Xx

Xxxxxxxx Xxxx

00000-
1203

P0000067

Taco Bueno Restaurants, Inc.

Taco Bueno

7000 Xxxxxxx Xxxxxx Xx

Xxxx Xxxxx

00000-
0000

P0000068

Taco Bueno Restaurants, Inc.

Taco Bueno

1200 X Xxxx Xxxxxx Xxxx

Xxxxxxxxx

00000-
0000

P0000069

Taco Bueno Restaurants, Inc.

Taco Bueno

1300 X Xxxxxxxx Xxx

Xxxxxxxx Xxxx

00000-
0000

P0000070

Taco Bueno Restaurants, Inc.

Taco Bueno

6100 X Xxxxxxx Xx

Xxxxxx Xxxxx

00000-
1217

P0000071

Taco Bueno Restaurants, Inc.

Taco Bueno

2600 X Xxxxxxx Xxxx

Xxxxxx

00000-
0000

P0000072

Taco Bueno Restaurants, Inc.

Taco Bueno

720 X Xxxx Xx

Xxxxxxx

00000-
5104

P0000073

Taco Bueno Restaurants, Inc.

Taco Bueno

5000 XX Xxxxxxx 000 X

Xxxxxxx

00000-
0000

P0000074

Taco Bueno Restaurants, Inc.

Taco Bueno

3000 XX 00xx Xx

Xxxxxxxx Xxxx

00000-
1713

P0000075

Taco Bueno Restaurants, Inc.

Taco Bueno

6800 Xxxxxx Xx

Xxxxxxxxxx

00000-
0000

P0000076

Taco Bueno Restaurants, Inc.

Taco Bueno

2900 X Xxxx Xxxx Xx

Xxxxxx

00000-
0000

P0000077

Taco Bueno Restaurants, Inc.

Taco Bueno

5300 X Xxxxx Xx

Xxxxxx Xxxx

00000-
0000

I-A-2

Property ID

Obligor

Concept

Address

City

Zip
Code

P0000078

Taco Bueno Restaurants, Inc.

Taco Bueno

5300 Xxxxxxx X Xxxx Xxx

Xxxxxxxxx

00000-0000

P0000079

Taco Bueno Restaurants, Inc.

Taco Bueno

2400 Xxxxxxxx Xxxx

Xxxx Xxxxx

00000-0000

P0000080

Taco Bueno Restaurants, Inc.

Taco Bueno

3200 XX Xxxx 000

Xxxxxx Xxxx

00000-0000

P0000081

Taco Bueno Restaurants, Inc.

Taco Bueno

3700 Xxxxxxxx Xxxx

XxXxxxxx

00000-0000

P0000082

Taco Bueno Restaurants, Inc.

Taco Bueno

5000 X Xxxxxxxx Xx

Xxxxx

00000-0714

P0000083

Taco Bueno Restaurants, Inc.

Taco Bueno

1725 W Xxxx X Xxxxxxxx Rd

Enid

73703-5604

P0000084

Taco Bueno Restaurants, Inc.

Taco Bueno

2800 X 00xx Xx

Xxxxx

00000-0000

P0000085

Taco Bueno Restaurants, Inc.

Taco Bueno

2300 X Xxxxxxxxx Xxxx

Xxxxxxxxx

00000-0000

P0000086

Advance Auto Parts, Inc.

Discount Auto
Parts

1600 X Xxxx Xx

Xxxxxx

00000-0000

P0000087

Advance Auto Parts, Inc.

Discount Auto
Parts

5600 X Xxxx Xx

Xxxxxxxx

00000-0665

P0000088

Advance Auto Parts, Inc.

Discount Auto
Parts

8300 XX 000xx Xx

Xxxxxxx

00000-0000

P0000089

Advance Auto Parts, Inc.

Discount Auto
Parts

610 X Xxxxx Xxx

Xxx Xxxxxx Xxxxx

00000-0000

P0000090

Advance Auto Parts, Inc.

Discount Auto
Parts

7500 Xxxxxxxxx Xxxx

Xxxxxxx

00000-0000

P0000091

Advance Auto Parts, Inc.

Discount Auto
Parts

5100 Xxxxxxxxx Xx

Xxxx Xxxxxxxxxx

00000-0156

P0000092

Advance Auto Parts, Inc.

Discount Auto
Parts

3000 X Xxxxxxxxxxxx Xxx

Xxxxx

00000-0000

P0000093

Advance Auto Parts, Inc.

Discount Auto
Parts

10000 X XX Xxxxxxx 00

Xxxxxxxxx

00000-0708

P0000094

Advance Auto Parts, Inc.

Advance Auto
Parts

2600 X Xxxxxxxxxx Xx

Xxxxxx

00000-0000

P0000095

Advance Auto Parts, Inc.

Advance Auto
Parts

3200 Xxxxxxx Xx

Xxxxxx Xxxxxxx

00000-0000

P0000096

Advance Auto Parts, Inc.

Advance Auto
Parts

3300 Xxxxxx Xx

Xxxxxxxxxx

00000-0000

P0000097

Advance Auto Parts, Inc.

Discount Auto
Parts

310 X Xxxxxxx Xxx

Xxxxxxx

00000-0969

P0000098

Advance Auto Parts, Inc.

Discount Auto
Parts

2800 Xxxxxxxxxx Xx

Xxxxxxxx

00000-0200

P0000099

Advance Auto Parts, Inc.

Discount Auto
Parts

1501 Manchester Expy

Columbus

31904-6659

P0000100

Advance Auto Parts, Inc.

Discount Auto
Parts

200 X 0xx Xx

Xxxxxxxxxx

00000-0000

P0000101

Advance Auto Parts, Inc.

Discount Auto
Parts

400 Xxxxxxxx Xx

Xxxxxxxx

00000-0000

P0000102

Advance Auto Parts, Inc.

Discount Auto
Parts

2100 XX Xxxxxxx 00

Xxxxxxxx Xxxx

00000-0671

P0000103

Advance Auto Parts, Inc.

Discount Auto
Parts

3600 Xxxxx Xxxxxxx Xx

Xxxxxxx

00000-0000

P0000104

Advance Auto Parts, Inc.

Discount Auto
Parts

760 X Xxxx Xxxxxx

Xxxxxxxxx

00000-0000

I-A-3

Property ID

Obligor

Concept

Address

City

Zip
Code

P0000105

Advance Auto Parts, Inc.

Discount
Auto Parts

310 X Xxxxxx Xx

Xxxxxxx

00000-
0000

P0000106

Advance Auto Parts, Inc.

Discount
Auto Parts

5600 Xxxxxxxxx Xx

Xxxxxxx Xxxx

00000-
6443

P0000107

Advance Auto Parts, Inc.

Discount
Auto Parts

1400 XX Xxxxxxx 00

Xxxxxxxx

00000-
4834

P0000108

Advance Auto Parts, Inc.

Discount
Auto Parts

950 X Xxxxxx Xx

Xxxxxxxxx

00000-
0000

P0000109

Advance Auto Parts, Inc.

Advance
Auto Parts

2600 Xxxxxxxxxx Xxx

Xxxxx

00000-
0000

P0000110

Advance Auto Parts, Inc.

Advance
Auto Parts

3500 Xxxxxxx Xxx

Xxxxx Xxxxx

00000-
0000

P0000111

Advance Auto Parts, Inc.

Discount
Auto Parts

5000 Xxxxx Xx

Xxxxxxxxxxx

00000-
0000

P0000112

Advance Auto Parts, Inc.

Discount
Auto Parts

300 XX Xxxxxxx 00 X

Xxxxxxx

00000

P0000113

Advance Auto Parts, Inc.

Discount
Auto Parts

1200 Xxxxx Xxx

Xxxxxxx

00000-
0000

P0000114

Advance Auto Parts, Inc.

Discount
Auto Parts

170 Xxx Xxxxxxxx Xx

Xxxxxxx

00000-
0000

P0000115

Advance Auto Parts, Inc.

Discount
Auto Parts

190 Xxxxxxxxx Xx

Xxxxxx

00000-
9747

P0000116

Advance Auto Parts, Inc.

Discount
Auto Parts

610 Xxxxxxx Xxx X

Xxxxxxx

00000-
0000

P0000117

Advance Auto Parts, Inc.

Discount
Auto Parts

550 X Xxxxxx Xx

Xxxxxxx

00000-
1307

I-A-4

SCHEDULE I

MORTGAGE LOAN – EXCEPTIONS

None.

I-1

SCHEDULE II-A

PROPERTIES

II-A-1

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000047

Flying J. Inc.

Flying J Travel Plaza

950 Xxxxx Xxxx 000 Xxxx

Xxxxx Xxxxxxxxx

0000 N

P0000048

Flying J. Inc.

Flying J Travel Plaza

10000 Xxx Xxxxxxx Xxxxxxx

Xxxxxxxxxxx

00000

P0000049

Flying J. Inc.

Flying J Travel Plaza

5300 X XX 0

Xxxxxxxxx

00000

P0000050

Flying J. Inc.

Flying J Travel Plaza

15000 Xxxxx Xxxxx 000

Xxxxxxxxxxxx

00000-0211

P0000122

America’s Power Sports

KC’s Powersports

12000 X. Xxxxxxxx Xxxxxxx

Xxxxxxxxxx

00000

P0000159

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

3000 Xxxx Xxxxxx Xxxxxxx

Xxxx Xxxxxx

00000

P0000160

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

430 Xxxx Xxxxxx Xxxx

Xxxx Xxxxxx

00000

P0000161

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

1100 Xxx 000 Xxxxxx

Xxxx

00000

P0000162

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

1700 Xxxxx Xxxxx Xxxxxx

Xxxxx

00000

P0000163

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

620 00xx Xxxxxx Xxxxx

Xxxxxxxx

00000

P0000164

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

2100 X. Xxxxxx Xxxxxxx Xxxx

Xxxxx

00000

P0000165

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

3800 Xxxxxxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

P0000166

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

2600 XX 00 Xxxxx

Xxxxxxx

00000

P0000167

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

100 Xxxx Xxxx Xxxxxxxxx

Xxxxxxxxxxx

00000

P0000172

Hastings Entertainment, Inc.

Hastings

720 00xx Xxxxxx Xxxxx

Xxxxx Xxxxx

00000

P0000177

AMC Entertainment, Inc.

AMC Theatre

2500 X. Xxxxxxxxx Xxxx

Xxxxxxx

00000

P0000178

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

5700 Xxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

P0000179

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

3400 Xxxxxx X. Xxxxxxx Xxxx

Xxxxxxxx

00000

P0000180

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

3900 Xxxxx Xxxxxxx Xxxx

Xxxxxx

00000

P0000181

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

4000 Xxxxxxx Xxxx

Xxxxxxx

00000

P0000182

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

2900 Xxxxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

P0000183

Pike Holding Plane Nursery
LLC

Pike Plane Nursery

2900 Xxxxxxx Xxxxx Xxxx

Xxxxxxxx

00000

II-A-2

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000188

Grand Canyon University

3300 West Camelback Rd.

Phoenix

85017

P0000300

NPC International, Inc.

Pizza Hut

920 X Xxxxx Xxxxx Xx

Xxxxxxxxxx

00000-0000

P0000301

NPC International, Inc.

Pizza Hut

4100 Xxxxxxxxx Xx

Xxxxxxxxx

00000-0000

P0000302

NPC International, Inc.

Pizza Hut

600 X 0xx Xx

Xxxxxx

00000-0410

P0000303

NPC International, Inc.

Pizza Hut

1000 X Xxxxx Xxx

Xxxxxx

00000-0638

P0000304

NPC International, Inc.

Pizza Hut

710 Xxxxxxxx Xx

Xxxxxxx

00000-0423

P0000305

NPC International, Inc.

Pizza Hut

1100 Xxxxx Xx

Xxxxxxxx

00000-0988

P0000306

Skyline Chili, Inc.

Skyline Chili

2800 Xxxxxx Xx

Xxxxxxxx

00000-0000

P0000309

Carrols Corporation

Burger King

340 Xxxxx Xx

Xxxxxxx

00000-0000

P0000310

Carrols Corporation

Burger King

970 XX Xxxxxxx 00 X

Xxx Xxxx

00000-0535

P0000311

Carrols Corporation

Burger King

1200 Xxxxxx Xx

Xxxxx

00000-0000

P0000312

Carrols Corporation

Burger King

14834 State Route 49

Edon

43518-9714

P0000313

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

200 Xxxxxxxxx Xx

Xxxx Xxxxx

00000-0000

P0000314

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

2200 X Xxxxxx Xxxxxx Xx

Xxxxxx

00000-0000

P0000315

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

936 Sheraton Dr

Mars

16046-9414

P0000316

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

8900 Xxxxxxxxxx Xx

Xxxxxx

00000-0000

P0000317

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

6400 Xxxxx Xxx

Xxxxxx

00000-0000

P0000318

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

130 Xxxxxxx Xx

Xxxxxxxxxx

00000-0200

P0000319

Interfoods of America, Inc.

Xxxxxx’s

1700 Xxxxxx Xxxx

Xxxxxxxxxx

00000-0000

P0000323

Casa Ole’ Restaurants

Casa Mexico

1400 X Xxxxxxx Xxx

Xxxxx

00000-0659

P0000324

Banyan, Inc.

Grandy’s

1400 Xxxx Xxxx Xxxx XX

Xxxxxxxxxxx

00000-0000

P0000326

Interfoods of America, Inc.

Xxxxxx’s

11000 Xxxxxx Xxx

Xxxxx Xxxxx

00000-0000

P0000327

Burger King Corporation

Burger King

480 X Xxxx Xx

Xxxxxx

00000-0000

P0000328

Burger King Corporation

Burger King

2400 00xx Xx

Xxxxx Xxxxx

00000-0000

P0000329

Burger King Corporation

Burger King

11000 X Xxxxxxxx Xx

Xxxxxxx

00000-0000

P0000330

R & L Foods, LLC

Xxxxx’s

2983 Xxxxxxxxxx Expy

Pineville

71360-4389

II-A-3

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000331

Southeast Food Services Company, LLC

Xxxxx’s

1200 Xxx Xxxxx Xxxx

Xxx Xxxxx

00000-0000

P0000332

Southeast Food Services Company, LLC

Wendy’s

2500 Xxxxxxx Xxxx

Xxxxxx

00000-0000

P0000335

ARG Enterprises

Black Angus

7600 X Xxxx Xx

Xxxxxxxx

00000-0000

P0000336

Xxxxxx & Xxxxxx Investments

Whataburger

Loop 323 N of Highway 31

Tyler

P0000338

Tacala, L.L.C.

Taco Bell

2300 Xxxxxx Xxxx

Xxx Xxxx

00000-0000

P0000349

Skyline Chili, Inc.

Skyline Chili

9100 Xxxxxxxxx Xx

Xxxxx Xxxxxx

00000-0149

P0000350

Interfoods of America, Inc.

Xxxxxx’s

360 Xxxxxxxxx Xxxx

Xxxxxxxxxx

00000-0000

P0000351

Interfoods of America, Inc.

Xxxxxx’s

2265 Onxxx Xx

Xxxxx Xxxxx

00000-0319

P0000354

Fuddruckers, Inc.

Fuddruckers

10000 Xxxxx Xx

Xxxxx

00000

P0000355

Fuddruckers, Inc.

Fuddruckers

1915 Scenic Hwy N

Snellville

30078

P0000356

Fuddruckers, Inc.

Fuddruckers

5200 X Xxxx Xx

Xxxxxxxx

00000

P0000357

Fuddruckers, Inc.

Fuddruckers

6600 X XX 00

Xxxxxx

00000

P0000358

Fuddruckers, Inc.

Fuddruckers

3500 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000

P0000359

Fuddruckers, Inc.

Fuddruckers

14000 X Xxxxx Xxx

Xxxxxx

00000

P0000360

Fuddruckers, Inc.

Fuddruckers

3900 Xxxxxxxxx Xxx

Xxxxxxx

00000

P0000361

Fuddruckers, Inc.

Fuddruckers

11000 Xxxxxxxxxx Xx

Xxxx Xxxxxxx

00000

P0000362

Fuddruckers, Inc.

Fuddruckers

6400 X Xxxxxxxx Xxx

Xxxx

00000

P0000363

Fuddruckers, Inc.

Fuddruckers

14000 Xxxxxx Xxxx Xx

Xxxxx Xxxxx

00000

P0000364

Fuddruckers, Inc.

Fuddruckers

120 X Xxxxxx Xxxx Xxxx

Xxxxxxxx

00000

P0000365

Fuddruckers, Inc.

Fuddruckers

7200 Xxxxxxx 0 X

Xxxxxxx

00000

P0000366

Fuddruckers, Inc.

Fuddruckers

3500 Xxxxxxxxx Xxxx

Xxxxxxxx

00000

P0000367

Fuddruckers, Inc.

Fuddruckers

13000 Xxxxxxxxx Xxx

Xxxxxxx

00000

P0000368

Fuddruckers, Inc.

Fuddruckers

100 Xxxxx Xxx

Xxxxxxx Xxxx

00000

P0000369

Fuddruckers, Inc.

Fuddruckers

7800 X Xxxx Xx

Xxxxxxxx

00000

P0000370

Fuddruckers, Inc.

Fuddruckers

9900 Xxxxxx Xx

Xxxxx

00000

P0000371

Fuddruckers, Inc.

Fuddruckers

8900 Xxxxxxxxxxx Xx XX

Xxxx Xxxxxx

00000

P0000372

Fuddruckers, Inc.

Fuddruckers

1100 Xxxxxxxxx Xxx

Xxxxxxxxxx

00000

P0000373

Fuddruckers, Inc.

Fuddruckers

11000 Xxxxx Xxx

Xxxxxxxxxx

00000

II-A-4

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000374

Fuddruckers, Inc.

Fuddruckers

10000 Xxxx xxx Xxxxxxx Xxx

Xxxxxxx

00000

P0000375

Fuddruckers, Inc.

Fuddruckers

4300 Xxxxxxxx Xx

Xxxxxxxx

00000

P0000378

Interfoods of America, Inc.

Xxxxxx’s

8100 Xxxxx Xxxx

Xxxxx Xxxxx

00000

P0000379

Southeast Food Services Company, LLC

Wendy’s

8700 Xxxxx Xxxx

Xx Xxxx

00000

P0000380

Interfoods of America, Inc.

Xxxxxx’s

3400 X Xxxx Xxxx

Xxxxxxxxx

00000-0000

P0000381

NPC International, Inc.

Pizza Hut

1500 X Xxxx Xx

Xxxxx

00000-0000

P0000382

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

4900 XX 00xx Xxxxxx

Xxxxxx Xxxx

00000

P0000383

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

1400 XX Xxxxxxx Xxxxxx

Xxxx Xxxxxx

00000

P0000384

Hastings Entertainment, Inc.

Hastings

1700 Xxxxx Xxxx Xxxxxx

Xxxxxxx

00000

P0000385

Allwell

Golden Corral

616 So. Ridge Road Circle

Wichita

67209

P0000386

Allwell

Golden Corral

2800 X. 00xx Xxxxxx

Xxxxxxx

00000

P0000387

Ferrellgas, L.P

Blue Rhino

300 Xxxxxx Xxxx 000

Xxxxxxx

00000

P0000390

Famous Xxxx’s of America

Famous Xxxx’s

14000 00xx Xx X

Xxxxxxxxxx

00000-0000

P0000391

Famous Xxxx’s of America

Famous Xxxx’s

7800 Xxxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000392

Famous Xxxx’s of America

Famous Xxxx’s

7500 000xx Xx X

Xxxxx Xxxxxx

00000-0000

P0000393

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

90 X Xxxxxxx Xx

Xxxxx

00000-0000

P0000394

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

600 Xxxxxxxx Xxxx Xx

Xxxxxxxxxx

00000-0901

P0000395

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

690 Xxxx Xxxxxxxxxxx Xx

Xxxxxxx

00000-0000

P0000396

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

630 Xxxxxxxxxx Xxx

Xxxx Xxxxxxxx

00000-0000

P0000397

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

11 Xxxx Xx

Xxxx Xxxxxxx

00000-0000

P0000398

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

930 Xxxxxx Xxxxxx Xx

Xxxxxxxx

00000-0000

P0000399

Interfoods of America, Inc.

Xxxxxx’s

5500 XX 0xx Xxx

Xxxxx

00000-0000

P0000400

Interfoods of America, Inc.

Xxxxxx’s

230 X Xxxxxxxxx Xxxx

Xxxxxxxxx Xxxxx

00000-0000

II-A-5

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000401

Interfoods of America, Inc.

Xxxxxx’s

3200 X Xxxxxxx Xxxx

Xxxx Xxxxxxxxxx

00000-0000

P0000402

Interfoods of America, Inc.

Xxxxxx’s

14620 Plank Xx

Xxxxx

70714-5445

P0000403

Interfoods of America, Inc.

Xxxxxx’s

1940 Main St

Baker

70714-2843

P0000404

Interfoods of America, Inc.

Xxxxxx’s

5900 Xxxxxxx Xxx

Xxxxx Xxxxx

00000-0000

P0000405

Interfoods of America, Inc.

Xxxxxx’s

290 Xxxxxxx Xxx

Xxxx Xxxxx

00000-0198

P0000406

Interfoods of America, Inc.

Xxxxxx’s

100 X 00xx Xx

Xxxx Xxxxxx

00000-0000

P0000408

Interfoods of America, Inc.

Xxxxxx’s

9800 Xxxxx Xxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000409

Interfoods of America, Inc.

Xxxxxx’s

8600 Xxxxxxx Xxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000410

Interfoods of America, Inc.

Xxxxxx’s

2800 Xxxxxx Xx

Xxxxx Xxxxx

00000-0639

P0000411

Interfoods of America, Inc.

Xxxxxx’s

9300 Xxxxxxxxx Xxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000412

Interfoods of America, Inc.

Xxxxxx’s

2200 X Xxxxx Xxx

Xxxxxx Xxxxxxx

00000-0000

P0000415

1st University Credit Union

Other

600 X Xxxxxxxxxx Xxxxx Xx

Xxxx

00000-0000

P0000416

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

320 X Xxxxx Xxx

Xxxxxx

00000-0000

P0000417

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

1000 X Xxxxxxx Xxx

Xxxxxx Xxxx

00000-0000

P0000418

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

6700 xxxxxxx 00

Xxxx Xxxxx

00000-0539

P0000419

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

12000 Xxxxxxx 00

Xxxxxxxx

00000-0000

P0000420

Checker’s Drive-In Restaurants

Rally’s

3900 X Xxxxxxxxx Xx

Xxxxxxxxxxx

00000-0000

P0000421

Checker’s Drive-In Restaurants

Rally’s

400 Xxxxxxxxx Xxx

Xxx Xxxxxx

00000-0000

P0000424

Checker’s Drive-In Restaurants

Rally’s

7800 XX Xxxxxxx 00

Xxxxxxxx

00000-0000

P0000425

Checker’s Drive-In Restaurants

Rally’s

1700 X Xxxxxx Xx

Xxx Xxxxxxx

00000-0000

P0000426

Checker’s Drive-In Restaurants

Rally’s

2300 Xxxxx Xxxxxx Xxx

Xxx Xxxxxxx

00000-0000

P0000428

Checker’s Drive-In Restaurants

Rally’s

600 X. Xxxxxxx Xxxxxx

Xxxxxx

00000-0000

P0000429

Goldco, Inc.

Burger King

1400 X Xxxxxxxxx Xx

Xxxxxx

00000-0000

P0000431

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

1200 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000-0359

P0000432

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxxxxxx Xx

Xxxxxx

00000-1729

P0000433

Max & Xxxx’s Restaurants, Inc.

Max & Xxxx’s

0000 Xxxxxxxx Xx

Xxxxxxxx

00000-1203

P0000434

QK, Inc.

Denny’s

00000 X Xxxx Xxxx

Xxxxxxxx Xxxxx

00000-0000

II-A-6

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000436

RTM Restaurant Group

Arby’s

0000 X Xxxx Xx

Xxxxxxxxxxxx

00000-0000

P0000437

RTM Restaurant Group

Arby’s

000 Xxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxx

00000-0000

P0000438

RTM Restaurant Group

Arby’s

000 X Xxxxx Xx

Xxxxxxxx Xxxx

00000-0000

P0000439

RTM Restaurant Group

Arby’s

000 X Xxxx Xx

Xxxxxx

00000-0000

P0000440

RTM Restaurant Group

Arby’s

0000 Xxxxxxx Xx

Xxxxxxxxxxxx

00000-0000

P0000442

RTM Restaurant Group

Arby’s

0000 Xxxxxxx 00 X

XxXxxxxxx

00000-0000

P0000443

RTM Restaurant Group

Arby’s

000 Xxx Xxxxxx Xxx

Xxxxxxx

00000-2777

P0000446

RTM Restaurant Group

Arby’s

000 Xxxxxxx 00

Xxxxxx

00000-0000

P0000449

RTM Restaurant Group

Arby’s

0000 Xxxxxxx Xxxx

Xxxxxx

00000-0000

P0000450

RTM Restaurant Group

Arby’s

0000 Xxxxxxxxxx Xx

Xxxxxxxxxxxx

00000-4445

P0000451

RTM Restaurant Group

Arby’s

00000 Xxxxx Xxxx

Xxxxxxxxxxxx

00000-0000

P0000453

RTM Restaurant Group

Arby’s

0000 Xxxxxxxx Xxxx

Xxxxxxxxxxxx

00000-0000

P0000454

RTM Restaurant Group

Arby’s

000 Xxxx Xx

Xxxxxxxxxx

00000-4927

P0000455

RTM Restaurant Group

Arby’s

000 X Xxxxxxx 00

Xxxxxx Xxxxxx

00000-0000

P0000456

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000457

Interfoods of America, Inc.

Xxxxxx’s

0000 Xxxxxxx Xx

Xxxxx Xxxxx

00000-1038

P0000459

Interfoods of America, Inc.

Xxxxxx’s

0000 XX 00xx Xx

Xxxxx

00000-0000

P0000461

Gander Mountain Company

Gander Mountain

0000 000xx Xxxxxx

Xxxxxxx

00000

P0000462

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxxxx Xxxx XX

Xxxxx Xxxxxx

00000

P0000463

Humperdink’s Texas, LLC

Humperdink

0000 Xxxx Xxxx Xxxx

Xxxxxxx

00000

P0000464

Humperdink’s Texas, LLC

Humperdink

0000 Xxxxxxxxxx Xxx.

Dallas

75206

P0000465

Humperdink’s Texas, LLC

Humperdink

0000 X. XX Xxx.

Dallas

75220

P0000466

Humperdink’s Texas, LLC

Humperdink

000 Xxx Xxxxx Xxxxx

Xxxxxxxxx

00000

P0000467

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxx Xxxxxx Xxxx

Xxxxx

00000

P0000468

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X. Xxxxxxx Xxxxxx

Xxxxxxxx

00000

P0000469

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxx

Xxxxxxx

00000

P0000470

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 00xx Xxxxxx

Xxxxxxx

00000

II-A-7

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000471

Gander Mountain Company

Gander Mountain

0000 Xxxxxxx Xxxxxx

Xxx Xxxxxxxx

00000

P0000473

Xxxx & Buster’s, Inc.

Xxxx & Xxxxxx’s

0000 X & X Xxxxx

Xxxxxxxx

00000

P0000476

Hill Country Furniture
Partners, Ltd.

Ashley Furniture

0000 Xxx Xxxxxx Xxxx

Xxxx Xxx

00000

P0000477

RBLS, Inc. (a Texas
corporation)

Ashley Furniture

0000 Xxxxxx Xxxxxxxxx

Xx Xxxx

00000

P0000478

Gander Mountain Company

Gander Mountain

0000-X Xxxxxx Xxxx

Xxxxx

00000

P0000479

Ferrellgas, L.P

Blue Rhino

0000 Xxxx Xxxxx Xxxx

Xxxxxxxxx

00000

P0000481

Gander Mountain Company

Gander Mountain

0000 00xx Xx., XX

Xxxxx

00000

P0000482

Sonic Corp.

Sonic

000 X Xxxx Xxx

Xxxxx

00000

P0000483

Sonic Corp.

Sonic

3307 No. Broadway St.

Knoxville

37918

P0000484

Sonic Corp.

Sonic

000 0xx Xx.

Xxxxxxx

00000

P0000533

Sonic Corp.

Sonic

355 No. Franklin St.

Christiansburg

24073

P0000534

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxx

00000

P0000535

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxxxxx

00000

P0000536

Sonic Corp.

Sonic

2010 E. Broadway Ave.

Maryville

37804

P0000537

Sonic Corp.

Sonic

000 Xxxxxxxxx Xxxx Xxxxx

Xxxxxxxxx

00000

P0000538

Sonic Corp.

Sonic

000 Xxx Xxxxx Xxxxxxxx

Xxx Xxxxx

00000

P0000539

Sonic Corp.

Sonic

0000 X. Xxxxx Xx.

Xxxxxxxxx

00000

P0000540

Sonic Corp.

Sonic

000 Xxxxx Xxxx

Xxxxxxxxx

00000

P0000541

Sonic Corp.

Sonic

0000 Xxxxxxxxxxxxx Xxxx

Xxxxxxxxx

00000

P0000542

Sonic Corp.

Sonic

0000 Xxxxxxxxx Xxxxxxx

Xxxxxxx

00000

P0000543

Sonic Corp.

Sonic

1108 No. Xxxxxxx X.
Xxxxxxx Blvd.

Clinton

37716

P0000545

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

10301 So. Memorial Drive

Bixby

74133

P0000551

Gander Mountain Company

Gander Mountain

0000 Xxxxxxxxx Xxxxx

Xxxxxx

00000

P0000552

Rite Aid Corporation

Rite Aid

0000 Xxxxxxx Xxxxxx

Xxxxxxxxxxxx

00000

P0000553

Rite Aid Corporation

Rite Aid

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx

00000

P0000554

Rite Aid Corporation

Rite Aid

000 Xxxxxxx Xxxxxx

Xxxxxx

00000

P0000556

Rite Aid Corporation

Rite Aid

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxxxxx

00000

II-A-8

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000559

Rite Aid Corporation

Rite Aid

0000 Xxxxxxxx Xxxxxx

Xxxxxxx

00000

P0000560

Rite Aid Corporation

Rite Aid

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxx

00000

P0000561

Rite Aid Corporation

Rite Aid

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxxxx

00000

P0000566

Sonic Corp.

Sonic

0000 X Xxx Xxxxxx

Xxxxxxxxxxxx

00000

P0000596

Flying Star Cafe

Flying Star Café

0000 Xxxxxx Xxxx XX

Xxxxxxxxxxx

00000

P0000597

Flying Star Cafe

Flying Star Café

0000 Xxxx Xxxx Xxxx XX

Xxxxxxxxxxx

00000

P0000634

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxx 00 X

Xxxxxxx

00000

P0000844

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxx Xxxxx

Xxxx Xxxxxxxx

00000

P0000845

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxx Xxx

Xxxxxxx Xxxxx

00000

P0000637

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xx

Xxxx Xxxxxx

00000

P0000848

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 X Xxxx Xxx Xx

Xxxxx

00000

P0000849

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxx XxXxxxx Xxxx

Xxxxxxxxx

00000

P0000640

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxxxxx Xxx X

Xxxxxxxxxxxx

00000

P0000850

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxx 00xx Xxxxxx

Xxxxxxxxxxxx

00000

P0000642

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxx Xxxxx

Xxxx Xxxxx

00000

P0000851

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxx Xxxxxxxx Xxxx

Xxxxxxxxx

00000

P0000644

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxx Xxxxxx

Xxxx Xxxxx

00000

P0000852

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxx Xxx

Xxxxxxxxxx

00000

P0000646

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xxxxx Xx

Xxxxxxxx

00000

P0000647

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxx Xx

Xxxxxxxxxxxx

00000

P0000648

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000-000 Xxxxxxxx Xxx

Xxxxxxxxxxxx

00000

P0000649

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxx Xxxx Xxx Xxxx

Xxxxxxx

00000

P0000650

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxx 000 X

Xxxxxx

00000

P0000854

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xxxx Xx

Xxxxxxxxxx

00000

P0000855

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxxxxx Xxxxxx Xx

Xxxxxxxxxxxxx

00000

P0000856

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxx Xxxxx Xxx XX

Xxxxxxx

00000

II-A-9

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000857

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 0xx Xxxxxx XX

Xxxxxxx

00000

P0000655

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 XX 00xx Xxx

Xxxxxxx Xxxxx

00000

P0000858

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X 00xx Xxxxxx

Xxxxxxx

00000

P0000859

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 X Xx. Xxxxxxxxx Xx

Xxxxxxxx

00000

P0000658

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxxx

Xxxxxxx Xxxxx

00000

P0000860

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxx Xxx

Xxxxxxxxxx

00000

P0000861

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 00xx Xxxxxx

Xxxxxxxx

00000

P0000862

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxxxxxxxxx Xx

Xxxxxxxxxx

00000

P0000863

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxx Xx

Xxxxxx

00000

P0000864

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxx Xxxxxx

Xxxxxxxx

00000

P0000865

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxxxxxx Xxxx

Xxxxxxxx

00000

P0000866

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxxxxxx Xxxxxx

Xxxxxxxxxxx

00000

P0000867

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxxxx Xx

Xxxxxxx

00000

P0000868

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxx Xxxx

Xxxx Xxxxxxxx

00000

P0000869

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 Xxxxxx Xx

Xxxxxxxx

00000

P0000870

Xxxxxx Supply, Inc.

Xxxxxx Supply

0000 X Xxxxxxxx Xxx

Xxxxxxx

00000

P0000871

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxx Xx

Xxxxx

00000

P0000846

Xxxxxx Supply, Inc.

Xxxxxx Supply

000 Xxxxxxxxxx Xxxxx

Xxxxxxxxxxx

00000

P0000847

Xxxxxx Supply, Inc.

Xxxxxx Supply

00000 Xxxx Xxxx Xxxx

X’xxxxxxxxx

00000

P0000673

RTM Restaurant Group

Arby’s

0000 Xxxxx Xxxxxxxxx

Xxxxxxxxxxxx

00000

P0000675

RTM Restaurant Group

Arby’s

0000 X Xxxxxx Xxx

Xxxxxxx

00000

P0000676

RTM Restaurant Group

Arby’s

0000 Xxxxxxxxxx Xx

Xxxxxx Xxxxxxx

00000

P0000677

RTM Restaurant Group

Arby’s

0000 Xxxxxxxx Xxxx

Xxxxxxxxx

00000

P0000678

RTM Restaurant Group

Arby’s

0000 Xxxxxxxxxxx Xx

Xxxxxxxxxx

00000

P0000679

RTM Restaurant Group

Arby’s

00000 XX Xxxxxxx 000

Xxxxxx

00000

P0000680

Casa Ole’ Restaurants

Casa Ole

0000 0xx Xx

Xxxxxxx

00000

P0000681

Casa Ole’ Restaurants

Casa Ole

0000 Xxxxxxxxx Xxx

Xxxxxxxx

00000

II-A-10

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000682

Casa Ole’ Restaurants

Casa Ole

0000 Xxxxxxx Xxx

Xxxxxxxx

00000

P0000683

Casa Ole’ Restaurants

Casa Ole

0000 Xxxx Xxxxxxx 000

Xxxxxxxx Xxxx

00000

P0000685

Casa Ole’ Restaurants

Xxxxxxxxx’x

000 Xxxxxxxx Xxxx

Xxxxx

00000

P0000687

Casa Ole’ Restaurants

Monterey’s Tex Mex

000 X. Xxxxxx Xx

Xxxxx

00000

P0000688

Casa Ole’ Restaurants

Monterey’s Tex Mex

00000 Xxxxxxxxxxx Xx

Xxxxxxx

00000

P0000689

Casa Ole’ Restaurants

Monterey’s Tex Mex

0000 Xxxxxxx Xxxx

Xxxxx

00000

P0000691

Casa Ole’ Restaurants

Monterey’s Tex Mex

0000 X Xxxxxx Xx

Xxxxx

00000

P0000692

RTM Restaurant Group

Arby’s

0000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxxxx

00000-0000

P0000693

Rite Aid Corporation

Rite Aid

0000 Xxxxxxxx Xxxxxx

Xxxxxxxxxxxx

00000

P0000694

Sportsman’s Warehouse

0000 Xxxxxxxx Xxxxx

XxXxxx

00000

P0000696

Apollo College

Apollo Colleges

000 X. Xxxxxxxx Xxx

Xxxx

00000

P0000697

Apollo College

Apollo Colleges

0000 X. Xxxxxx Xxxx

Xxxxxx

00000

P0000698

Apollo College

Apollo Colleges

0000 X. Xxxxxxx Xxxx Xxxx

Xxxxxxx

00000

P0000699

Apollo College

Apollo Colleges

0000 X. 00xx Xxxxxx

Xxxxxxx

00000

P0000705

Pilgrim’s Pride Corporation

Pilgrim’s Pride Freezer
Warehouse Facility

0000 Xxxxxxx Xxxxxx Xxxxx

Xxxxxxx

00000

P0000706

Stonebrook Properties LLC

Golden Corral

0000 Xxxxx Xxxxxx

Xxxxxxxx

00000

P0000707

Corral of Michigan LLC

Golden Corral

00000 Xxxxxx Xxxx

Xxxxxxxx

00000

P0000708

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxxxxxx Xxxxx

Xxxxxxxx

00000

P0000709

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

000 Xxxxx Xxxx Xxx

Xxxxx Xxxx

00000

P0000710

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxx 00

Xxx Xxxxxx Xxxx

00000

P0000711

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxxxxxx 00

Xxxxxxx

00000

P0000730

HOM Furniture, Inc

HOM Furniture Showrooms

0000 Xxxx Xxxxx

Xxxxxxxxxx

00000

P0000731

HOM Furniture, Inc.

HOM Furniture Showrooms

0000 Xxxx Xxxxx

Xxx Xxxxxx

00000

P0000732

Hastings Entertainment, Inc.

Hastings

000 Xxx 000 Xxxx

Xxxx Xxxxxxx

00000

P0000737

Pizza Properties, Ltd

Xxxxx Xxxxx Pizza

0000 Xxxx Xxxxxx

Xx Xxxx

00000

II-A-11

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000738

Rite Aid Corporation

Rite Aid

00000-00000 Xxxxxx Xxxxxx

Xx. Xxxxx Xxxxxx

00000

P0000747

Anvia, Inc.

Ashley Home Center

0000 Xxxxxxxxx Xxxxx

Xxxxxxx

00000

P0000748

Sky Ventures, LLC

Pizza Hut

000 Xxx 0 X

Xxxxxx Xxxx

00000

P0000749

Sky Ventures, LLC

Pizza Hut

000 0xx Xxx XX

Xxxxxx

00000

P0000750

Sky Ventures, LLC

Pizza Hut

000 Xxxxxx Xxx

Xxx Xxxxx

00000

P0000751

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xxxxxx Xx

Xxxxx

00000

P0000752

Sky Ventures, LLC

Pizza Hut

000 Xxx 00 X

Xxxxxxxxxx

00000

P0000753

Sky Ventures, LLC

Pizza Hut

0000 Xxxxx Xxx

Xxxxxx

00000

P0000754

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx

Xxxxxxx

00000

P0000755

Sky Ventures, LLC

Pizza Hut

00 Xxxxxxxx Xx

Xxx

00000

P0000756

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxx 00 X

Xxxxxxx

00000

P0000757

Sky Ventures, LLC

Pizza Hut

0000 Xxx 00 X

Xxxxxxx

00000

P0000758

Sky Ventures, LLC

Pizza Hut

0000 Xxxxxx Xx

Xxxxxx

00000

P0000759

Sky Ventures, LLC

Pizza Hut

0000 X Xxxx Xx

Xxxxxx Xxx

00000

P0000760

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxx Xxx

Xxxxxxxx

00000

P0000761

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx Xxx

Xxxxxxxx Xxxxxxx

00000

P0000762

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxxxx

Xxxxxx

00000

P0000763

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xx

Xxxxxxxx

00000

P0000764

Sky Ventures, LLC

Pizza Hut

X Xxx 00

Xxxxx Xxxx

00000

P0000765

Sky Ventures, LLC

Pizza Hut

0000 0xx Xxx

Xxx Xxxxxxx

00000

P0000766

Sky Ventures, LLC

Pizza Hut

000 Xxxxxxxxx Xx

Xxxxxxxx

00000

P0000767

Sky Ventures, LLC

Pizza Xxx

Xxx 00

Xxxxx Xxxx

00000

P0000768

Sky Ventures, LLC

Pizza Hut

0000 X Xxxx

Xxxx Xxxxxx

00000

P0000769

Sky Ventures, LLC

Pizza Hut

00000 Xxxxxx Xx

Xxxxxxxxx

00000

P0000770

Sky Ventures, LLC

Pizza Hut

0000 00xx Xxxxxx X

Xxxxxxxx

00000

P0000771

Sky Ventures, LLC

Pizza Hut

0000 Xxxx Xxxx Xx

Xxx Xxxx

00000

P0000772

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxxx

Xxxxxxxxxxx

00000

II-A-12

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000773

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxx

Xxxx Xxxxxx

00000

P0000774

Sky Ventures, LLC

Pizza Hut

0000 Xxxxx Xxxx Xxx

Xxxxxxxxx

00000

P0000775

Sky Ventures, LLC

Pizza Hut

00000 Xxxxxxx Xxx

Xxxxxxxxx

00000

P0000776

Sky Ventures, LLC

Pizza Hut

0000 X Xxx 00

Xxxxxxxxx

00000

P0000777

Sky Ventures, LLC

Pizza Hut

0000 00xx Xx Xxxx

Xxxxxxx

00000

P0000778

Sky Ventures, LLC

Pizza Hut

000 X Xxxxxxxx

Xxxxx Xxxxxx

00000

P0000779

Sky Ventures, LLC

Pizza Hut

0000 X Xxxxxxx Xx

Xxxxxxxx

00000

P0000780

Falcon Holdings

Church’s

000 Xxxx Xxx X

Xxxxxxxxx

00000

P0000781

Falcon Holdings

Church’s

000 X Xxxxxxxxx

Xxxxx

00000

P0000782

Falcon Holdings

Church’s

0000 X Xxxx

Xxxxxxxx

00000

P0000783

Falcon Holdings

Church’s

000 X Xxxxx Xxx

Xx. Xxxxx

00000

P0000784

Falcon Holdings

Church’s

0000 Xxxxxxx Xx

Xxxxxxxx

00000

P0000785

Falcon Holdings

Church’s

0000 Xxxxxxx Xxx

Xxxxx

00000

P0000786

Falcon Holdings

Church’s

0000 X Xxxxx Xxxx

Xx. Xxxxx

00000

P0000787

Falcon Holdings

Church’s

000 0xx Xx XX

Xxxxxx

00000

P0000788

Falcon Holdings

Church’s

000 X Xxxxx Xxx

Xx. Xxxxx

00000

P0000789

Falcon Holdings

Church’s

0000 Xxxxxxxxxx Xx

Xxxxxxxxx

00000

P0000790

Falcon Holdings

Church’s

0000 X. Xxxx

Xxxxx

00000

P0000791

Falcon Holdings

Church’s

0000 Xxxxxxx Xx

Xxxxxxxx

00000

P0000792

Falcon Holdings

Church’s

0000 X Xxxxxxx

Xxxxx

00000

P0000793

Falcon Holdings

Church’s

0000 Xxxxxxxx Xx

Xx. Xxxxx

00000

P0000794

Falcon Holdings

Church’s

00000 Xxx Xxxxx Xxxxx

Xxxxxxxx

00000

P0000795

Falcon Holdings

Church’s

00000 Xxxxxxxxx

Xxxxxxx

00000

P0000796

Falcon Holdings

Church’s

0000 Xxxxxxx Xxxxxx Xx

Xxxxxxxx

00000

P0000797

Falcon Holdings

Church’s

0000 X Xxxxx Xxxxx

Xxxxxxx

00000

P0000798

Falcon Holdings

Church’s

00000 Xxxx 0 Xxxx Xx

Xxxxxxx

00000

P0000799

Falcon Holdings

Church’s

24990 Dequindre

Warren

48091

P0000800

Falcon Holdings

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

P0000801

Falcon Holdings

Church’s

00000 Xxxxxxxx Xxx

Xxxxxxx

00000

P0000802

Falcon Holdings

Church’s

0000 X 0 Xxxx Xx

Xxxxxxx

00000

P0000803

Falcon Holdings

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

II-A-13

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0000804

Falcon Holdings

Church’s

0000 Xxxx 00xx Xx

Xxxxxxxxxxxx

00000

P0000805

Falcon Holdings

Church’s

00000 Xxxxxxx Xxx

Xxxxxxx

00000

P0000806

Falcon Holdings

Church’s

0000 Xxxx 00xx Xx

Xxxxxxxxxxxx

00000

P0000807

Falcon Holdings

Church’s

0000 X Xxxxxxx Xxx

Xxxxxxxxxxxx

00000

P0000808

Falcon Holdings

Church’s

00000 X Xxxxxx Xxx

Xxxxxxx

00000

P0000809

Falcon Holdings

Church’s

0000 Xxxxxxxxx Xx

Xxxxxxxxxxxx

00000

P0000810

Falcon Holdings

Church’s

0000 Xxxxxxxxxx Xxx

Xxxxxxxxxx Xxxx

00000

P0000811

Falcon Holdings

Church’s

0000 X 00xx Xx

Xxxxxxxxxxxx

00000

P0000812

Falcon Holdings

Church’s

0000 X 0xx Xxx

Xxxx

00000

P0000813

Falcon Holdings

Church’s

000 X 000xx Xx

Xxxxxx

00000

P0000814

Falcon Holdings

Church’s

0000 X Xxxx Xx

Xxxxxxxxxxxx

00000

P0000815

Falcon Holdings

Church’s

000 X Xxxxxxx Xxxxxx

Xxxxxx

00000

P0000816

Falcon Holdings

Church’s

0000-00 X. Xxxxxx Xx

Xxxxxx

00000

P0000817

Falcon Holdings

Church’s

0000 Xxxxx Xx

Xxxx

00000

P0000818

Falcon Holdings

Church’s

0000 Xxxxx Xxxxxxxx

Xxxx

00000

P0000819

Falcon Holdings

Church’s

0000 X Xxxxx Xxx

Xxxxxxx

00000

P0000820

Falcon Holdings

Church’s

000 Xxxxxxx Xx

Xxxxxx

00000

P0000821

Falcon Holdings

Church’s

0000 X Xxxxx Xxxxxx Xxx

Xxxxxxx

00000

P0000822

Falcon Holdings

Church’s

000 X 000xx Xx

Xxxxxxx

00000

P0000823

Falcon Holdings

Church’s

0000 Xxxxx Xx

Xxxx Xx. Xxxxx

00000

P0000824

Falcon Holdings

Church’s

000 X Xxxxxx Xxxx

Xxxxxxx

00000

P0000825

Falcon Holdings

Church’s

000 X 00xx Xx

Xxxxxxx

00000

P0000826

Falcon Holdings

Church’s

0000 X Xxxxxxx Xx

Xxxxxxx

00000

P0000827

Falcon Holdings

Church’s

0000 X 00xx Xx

Xxxxxxx

00000

P0000828

Falcon Holdings

Church’s

0000 X Xxxx Xxxxxx Xxx

Xxxxxxx

00000

P0000829

Falcon Holdings

Church’s

0000 X Xxxxxx Xxx

Xxxxxxx

00000

II-A-14

SCHEDULE II

PROPERTY EXCEPTIONS

(s) For the following properties, there are continued monitoring of remediation activities:

Property

Asset/Property

Name

Address

City

Zip Code

Clarification/Other

Issues

P0000047

Flying J Travel

Plaza

000 Xxxxx Xxxx

000 Xxxx

Xxxxx

Xxxxxxxxx

00000

There is continued monitoring of remediation activities.

(r) For the following properties, the insurance provider is not a company listed on the NYSE with an NAIC rating of “2” or better:

Property

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000047

Flying J Travel

Plaza

000 Xxxxx Xxxx 000 Xxxx

Xxxxx

Xxxxxxxxx

00000

The property and liability insurance provider, TransAssurance, Inc., is rated B+III by Best.

P0000048

Flying J Travel

Plaza

00000 Xxx

Xxxxxxx Xxxxxxx

Xxxxxxxxxxx

00000

The property and liability insurance provider, TransAssurance, Inc., is rated B+III by Best.

P0000049

Flying J Travel

Plaza

0000 X XX 0

Xxxxxxxxx

00000

The property and liability insurance provider, TransAssurance, Inc., is rated B+III by Best.

P0000050

Flying J Travel

Plaza

00000 Xxxxx Xxxxx 000

Xxxxxxxxxxxx

00000-9211

The property and liability insurance provider, TransAssurance, Inc., is rated B+III by Best.

II-1

SCHEDULE III-A

EQUIPMENT LOANS


Property ID	Concept	Address	City	ST	Zip
P0000385	Golden Corral	616 So. Ridge Road Circle	Wichita	KS	67209
P0000386	Golden Corral	0000 X. 00xx Xxxxxx	Xxxxxxx	XX	00000
E000787	Sky Ventures, LLC	Multiple properties

III-1

SCHEDULE III

EQUIPMENT LOAN EXCEPTIONS

None.

SCHEDULE I

AMORTIZATION SCHEDULE


Date	Scheduled Series Balance
7/25/2005	$	441,300,000
8/20/2005	$	440,657,000
9/20/2005	$	440,017,000
10/20/2005	$	439,374,000
11/20/2005	$	438,728,000
12/20/2005	$	438,078,000
1/20/2006	$	437,425,000
2/20/2006	$	436,769,000
3/20/2006	$	436,110,000
4/20/2006	$	435,447,000
5/20/2006	$	434,781,000
6/20/2006	$	434,112,000
7/20/2006	$	433,439,000
8/20/2006	$	432,763,000
9/20/2006	$	432,083,000
10/20/2006	$	431,400,000
11/20/2006	$	430,714,000
12/20/2006	$	430,024,000
1/20/2007	$	429,331,000
2/20/2007	$	428,635,000
3/20/2007	$	427,935,000
4/20/2007	$	427,231,000
5/20/2007	$	426,524,000
6/20/2007	$	425,813,000
7/20/2007	$	425,099,000
8/20/2007	$	424,381,000
9/20/2007	$	423,660,000
10/20/2007	$	422,935,000
11/20/2007	$	422,206,000
12/20/2007	$	421,474,000
1/20/2008	$	420,738,000
2/20/2008	$	419,999,000
3/20/2008	$	419,255,000
4/20/2008	$	418,508,000
5/20/2008	$	417,758,000
6/20/2008	$	417,003,000
7/20/2008	$	416,245,000
8/20/2008	$	415,483,000
9/20/2008	$	414,717,000
10/20/2008	$	413,947,000
11/20/2008	$	413,174,000
12/20/2008	$	412,397,000
1/20/2009	$	411,615,000
2/20/2009	$	410,830,000
3/20/2009	$	410,041,000
4/20/2009	$	409,248,000
5/20/2009	$	408,451,000
6/20/2009	$	407,650,000
7/20/2009	$	406,845,000


Date	Scheduled Series Balance
8/20/2009	$	406,036,000
9/20/2009	$	405,223,000
10/20/2009	$	404,406,000
11/20/2009	$	403,584,000
12/20/2009	$	402,759,000
1/20/2010	$	401,930,000
2/20/2010	$	401,096,000
3/20/2010	$	400,258,000
4/20/2010	$	399,416,000
5/20/2010	$	398,570,000
6/20/2010	$	397,720,000
7/20/2010	$	396,865,000
8/20/2010	$	396,006,000
9/20/2010	$	395,143,000
10/20/2010	$	394,275,000
11/20/2010	$	393,403,000
12/20/2010	$	392,527,000
1/20/2011	$	391,646,000
2/20/2011	$	390,761,000
3/20/2011	$	389,872,000
4/20/2011	$	388,978,000
5/20/2011	$	388,080,000
6/20/2011	$	387,177,000
7/20/2011	$	386,269,000
8/20/2011	$	385,357,000
9/20/2011	$	384,441,000
10/20/2011	$	383,520,000
11/20/2011	$	382,594,000
12/20/2011	$	381,664,000
1/20/2012	$	380,729,000
2/20/2012	$	379,789,000
3/20/2012	$	378,845,000
4/20/2012	$	377,896,000
5/20/2012	$	376,942,000
6/20/2012	$	375,984,000
7/20/2012	$	375,020,000
8/20/2012	$	374,052,000
9/20/2012	$	373,079,000
10/20/2012	$	372,101,000
11/20/2012	$	371,119,000
12/20/2012	$	370,131,000
1/20/2013	$	369,138,000
2/20/2013	$	368,141,000
3/20/2013	$	367,138,000
4/20/2013	$	366,131,000
5/20/2013	$	365,118,000
6/20/2013	$	364,100,000
7/20/2013	$	363,078,000
8/20/2013	$	362,050,000
9/20/2013	$	361,017,000
10/20/2013	$	359,979,000
11/20/2013	$	358,935,000
12/20/2013	$	357,887,000
1/20/2014	$	356,833,000


Date	Scheduled Series Balance
2/20/2014	$	355,774,000
3/20/2014	$	354,709,000
4/20/2014	$	353,640,000
5/20/2014	$	352,564,000
6/20/2014	$	351,484,000
7/20/2014	$	350,398,000
8/20/2014	$	349,307,000
9/20/2014	$	348,210,000
10/20/2014	$	347,108,000
11/20/2014	$	346,000,000
12/20/2014	$	344,887,000
1/20/2015	$	343,768,000
2/20/2015	$	342,644,000
3/20/2015	$	341,514,000
4/20/2015	$	340,378,000
5/20/2015	$	339,237,000
6/20/2015	$	338,090,000
7/20/2015	$	336,937,000
8/20/2015	$	335,778,000
9/20/2015	$	334,614,000
10/20/2015	$	333,444,000
11/20/2015	$	332,268,000
12/20/2015	$	331,086,000
1/20/2016	$	329,898,000
2/20/2016	$	328,704,000
3/20/2016	$	327,504,000
4/20/2016	$	326,298,000
5/20/2016	$	325,087,000
6/20/2016	$	323,869,000
7/20/2016	$	322,645,000
8/20/2016	$	321,415,000
9/20/2016	$	320,179,000
10/20/2016	$	318,936,000
11/20/2016	$	317,688,000
12/20/2016	$	316,433,000
1/20/2017	$	315,172,000
2/20/2017	$	313,904,000
3/20/2017	$	312,631,000
4/20/2017	$	311,351,000
5/20/2017	$	310,064,000
6/20/2017	$	308,771,000
7/20/2017	$	307,472,000
8/20/2017	$	306,166,000
9/20/2017	$	304,853,000
10/20/2017	$	303,534,000
11/20/2017	$	302,209,000
12/20/2017	$	300,877,000
1/20/2018	$	299,538,000
2/20/2018	$	298,192,000
3/20/2018	$	296,840,000
4/20/2018	$	295,481,000
5/20/2018	$	294,115,000
6/20/2018	$	292,742,000
7/20/2018	$	291,363,000


Date	Scheduled Series Balance
8/20/2018	$	289,976,000
9/20/2018	$	288,583,000
10/20/2018	$	287,183,000
11/20/2018	$	285,775,000
12/20/2018	$	284,361,000
1/20/2019	$	282,939,000
2/20/2019	$	281,511,000
3/20/2019	$	280,075,000
4/20/2019	$	278,632,000
5/20/2019	$	277,182,000
6/20/2019	$	275,725,000
7/20/2019	$	274,260,000
8/20/2019	$	272,788,000
9/20/2019	$	271,309,000
10/20/2019	$	269,822,000
11/20/2019	$	268,328,000
12/20/2019	$	266,826,000
1/20/2020	$	265,317,000
2/20/2020	$	263,800,000
3/20/2020	$	262,276,000
4/20/2020	$	260,744,000
5/20/2020	$	259,205,000
6/20/2020	$	257,658,000
7/20/2020	$	0

Document Metadata

Table of Contents

SPIRIT MASTER FUNDING, LLC Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2005-1 SUPPLEMENT Dated as of July 26, 2005 to MASTER INDENTURE Dated as of July 26, 2005 SPIRIT MASTER FUNDING, LLC, NET-LEASE MORTGAGE NOTES, SERIES 2005-1

Document Metadata