SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2007-1 SUPPLEMENT Dated as of March 29, 2007 To AMENDED AND RESTATED MASTER INDENTURE...

Exhibit 4.5

SPIRIT MASTER FUNDING, LLC

an Issuer,

SPIRIT MASTER FUNDING II, LLC

an Issuer,

SPIRIT MASTER FUNDING III, LLC

an Issuer

and

CITIBANK, N.A.

Indenture Trustee

SERIES 2007-1 SUPPLEMENT

Dated as of March 29, 2007

AMENDED AND RESTATED

MASTER INDENTURE

Dated as of March 17, 2006

SPIRIT MASTER FUNDING, NET-LEASE MORTGAGE NOTES, SERIES 2007-1

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS
Section 1.01.	Definitions		3

ARTICLE II

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

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES

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

ARTICLE IV

MISCELLANEOUS PROVISIONS

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



Exhibits
EXHIBIT A		Representations and Warranties


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


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

SERIES 2007-1 SUPPLEMENT, dated as of March 29, 2007 (the “Series 2007-1 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”) and the Indenture Trustee.

Pursuant to the Indenture, Spirit Master Funding, LLC issued the Series 2005-1 Notes, with an initial Aggregate Note Principal Balance equal to $441,300,000 and Spirit Master Funding, LLC and Spirit Master Funding II, LLC issued the Series 2006-1 Notes, with an initial Aggregate Note Principal Balance equal to $301,820,000. Pursuant to this Series 2007-1 Supplement, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “Series 2007-1 Notes”) and specify the Principal Terms thereof. Spirit Master Funding III, LLC is hereby designated as an Issuer hereunder.

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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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

“Accrual Period”: With respect to the Series 2007-1 Notes and any Payment Date, the calendar month immediately preceding such Payment Date.

“Business Sector”: With respect to any Industry Group, any of the following applicable business sectors: (a) any business sector as defined in the Indenture; and (b) any business sector as defined in the Series 2006-1 Supplement.

“Class A Note”: Any of the Series 2007-1 Notes with a “Class A” designation on the face thereof, issued pursuant to this Series 2007-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibit X-x, X-0 or A-3 attached to the Indenture.

“Controlling Party”: With respect to the Series 2007-1 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 2007-1 Noteholders representing in the aggregate more than 50% of the Class Principal Balance of the Series 2007-1 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 2007-1 Notes, (a) as defined in the Indenture and (b) the Insurer has determined, in its reasonable discretion, that as of the date that is six months prior to the Legal Final Payment Date related to the Series 2007-1 Notes, the Issuers will not have the ability to pay off the Series 2007-1 Notes on such Legal Final Payment Date.

“Indenture”: With respect to the Series 2007-1 Notes, the Amended and Restated Master Indenture, dated March 17, 2006, between Spirit Master Funding, LLC and the Indenture Trustee, as supplemented by this Series 2007-1 Supplement and any other Series Supplement, as applicable.

“Indenture Trustee Fee”: With respect to the Series 2007-1 Notes, an amount equal to $10,000 per annum.

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

“Insurance Agreement”: With respect to the Series 2007-1 Notes, the Insurance and Indemnity Agreement, dated March 29, 2007, among the Insurer, the Issuers, Spirit Finance, Spirit Finance Acquisitions, LLC and the Indenture Trustee.

“Insurance Policy”: The certificate guaranty insurance policy issued to the Indenture Trustee for the benefit of the Series 2007-1 Noteholders pursuant to the provisions of the Insurance Agreement.

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

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

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

“Insurer”: With respect to the Series 2007-1 Notes, Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation.

“Insurer Default”: With respect to the Insurance Policy and the Insurance Agreement, the existence and continuance of any of the following: (a) a failure of the Insurer to make a payment required under the Insurance Policy in accordance with the terms thereof; or (b) (i) the Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), or any other similar federal or state law in the United States of

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

“Insurer Premium”: With respect to the Series 2007-1 Notes and any Payment Date, the premium payable in arrears to the Insurer pursuant to the Insurance Premium Fee Letter.

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

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

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

case, with respect to all (a) Leases of any single Business Sector, (b) Leases to any single Tenant (including affiliates of such Tenant), (c) Mortgaged Properties within any state, (d) Mortgaged Properties which are subject to Ground Leases and (e) Mortgaged Properties which are subject to Leases pursuant to which Tenants pay Percentage Rent only, in each case, by the aggregate Allocated Collateral Amount.

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

“Scheduled Series Balance”: With respect to any Payment Date and the Series 2007-1 Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule IV.

“Series 2007-1 Noteholder”: With respect to any Series 2007-1 Note, the applicable Noteholder, as such term is further defined in the Indenture.

“Series Closing Date”: March 29, 2007.

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

ARTICLE II

CREATION OF THE SERIES 2007-1 NOTES; PAYMENTS ON THE 2007-1 NOTES

Section 2.01. Designation.

(a) There is hereby created a Series of Notes to be issued by the Issuers pursuant to the Indenture and this Series 2007-1 Supplement to be known as “Spirit Master Funding, Net-Lease Mortgage Notes, Series 2007-1.” The Notes shall have the following Class designation, initial Class Principal Balance, Note Rate and Ratings:


Class Designation	Initial Class Principal Balance	Note Rate	Ratings (S&P/Moody’s)
Class Designation	Initial Class Principal Balance	Note Rate	Ratings (S&P/Moody’s)
Class A	$350,300,000	5.74%	AAA/Aaa

The Note Interest with respect to each Class of the Series 2007-1 Notes will be calculated on a 30/360 basis.

The Series 2007-1 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 2007-1 Notes shall not be subordinate to any other Series.

(b) The initial Payment Date with respect to the Series 2007-1 Notes shall be the Payment Date occurring on April 20, 2007. The Legal Final Payment Date with respect to the Series 2007-1 Notes shall be in March 2022. The Rated Final Payment Date with respect to the Series 2007-1 Notes shall be in March 2025.

(c) The initial Collection Period with respect to the Series 2007-1 Notes shall be the period commencing on March 29, 2007 to and including April 9, 2007.

(d) The Series 2007-1 Notes offered and sold shall be issued in the form of Book-Entry Notes. The Notes shall be issuable in minimum denominations of $100,000 and integral multiples of $1 in excess thereof.

Section 2.02. Payments on the Series 2007-1 Notes. On each Payment Date, the Indenture Trustee will apply and will pay the Series Available Amount with respect to the Series 2007-1 Notes for such Payment Date for the following purposes and in the following order of priority:

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

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

(3) (I) so long as no Early Amortization Event or Event of Default has occurred and is continuing, until the Class Principal Balance of the Class A Notes has been reduced to zero, to the Class A Noteholders, an amount up to the sum of the Scheduled Principal Payments and all Unscheduled Principal Payments allocable to Series 2007-1 for such Payment Date, or (II) if an Early Amortization Event or Event of Default has occurred and is continuing, on a pro rota basis based on unpaid principal amounts, to the Class A Noteholders, in respect of unpaid principal of the Class A Notes, up to an aggregate amount equal to the applicable Series Available Amount remaining for such Payment Date;

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

(5) to the Class A Noteholders, the Make Whole Payments allocated to the Series 2007-1 Notes, if any, due on such Payment Date, together with any unpaid Make Whole Payments allocated to the Series 2007-1 Notes from any prior Payment Date.

Only the Insurer may waive the occurrence of an Early Amortization Event under clause (b) of the definition of “Early Amortization Event” (as such definition is set forth in this Series 2007-1 Supplement).

Section 2.03. Redemption of the Notes. On any Payment Date prior to the applicable Legal Final Payment Date, the Issuers may redeem the Series 2005-1 Notes, Series 2006-1 Notes, Series 2007-1 Notes or, as provided in the applicable Supplement, any other Series, in whole or in part in accordance with the Indenture at a price equal to the outstanding principal amounts thereof plus accrued and unpaid interest thereon, the applicable Make Whole Payments, if any, and any outstanding expenses with respect to such redemption.

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 2007-1 Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which none of the Issuers or any other Person shall have any legal or beneficial interest. Amounts held in the Insurance Policy Proceeds Account shall be held uninvested.

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

The aggregate Collateral Value of Qualified Substitute Mortgage Loans and Qualified Substitute Mortgaged Properties acquired by the Issuers from Affiliates thereof (including with proceeds from sales to third parties) may not exceed: (i) in any 12-month period, 10% of the Aggregate Collateral Value as of the Series Closing Date and (ii) over the term of the Notes, 25% of the Aggregate Collateral Value as of the

Series Closing Date; provided, however, that, upon the consent of the Insurer and subsequent to such consent provision of 20 days’ notice to the Rating Agencies, the foregoing limitations will not include Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged Properties from parties unaffiliated with Spirit Finance; provided, further, that the foregoing limitations will not include any mortgaged properties substituted pursuant to any Third Party Purchase Options or any Lease Transfer Mortgaged Properties. In addition, the acquisition of any Qualified Substitute Mortgaged Property or Qualified Substitute Mortgage Loan by an Issuer may not cause: (i) the Property Concentration of Recreational Facilities on any such date of acquisition to exceed the applicable percentage set forth on the Series Closing Date; and (ii) subject to ten (10) Business Days’ notification to the Rating Agencies, the Property Concentration of the Retail Industry Group (excluding Specialty Retailers) on any such date of acquisition to be less than 40%.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties.

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

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

(i) it has full corporate power and authority to execute, deliver and perform under this Series 2007-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2007-1 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 2007-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2007-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms; and

(ii) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance

by it of this Series 2007-1 Supplement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.

Section 3.02. No Default. The Issuers hereby represent and warrant to the Series 2007-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, no Event of Default has occurred and is continuing.

Section 3.03. Conditions Precedent Satisfied. The Issuers hereby represent and warrant to the Series 2007-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, each of the conditions precedent set forth in the Indenture, including but not limited to those conditions precedent set forth in Section 2.04(e) thereof, have been satisfied.

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

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01. Ratification of Indenture. As supplemented by this Series 2007-1 Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by the Series 2005-1 Supplement, the Series 2006-1 Supplement and this Series 2007-1 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 2007-1 Noteholders representing more than 50% of the Aggregate Note Principal Balance of the Series 2007-1 Notes, will be entitled to exercise the rights and remedies of the Series 2007-1 Noteholders with respect to actions taken by the Controlling Party pursuant to the Indenture.

Section 4.03. Counterparts. This Series 2007-1 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 2007-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 4.05. Beneficiaries. As supplemented by this Series 2007-1 Series Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2007-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.

Section 4.06. Limited Recourse. Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2007-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable only from the Collateral Pool and from drawings on the Insurance Policy. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2007-1 Noteholder shall be deemed to have agreed, by acceptance of its Note, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer for a period of two years and 31 days following payment in full of all of the Notes issued or co-issued by such Issuer under the Indenture.

Section 4.07. Notice to the Insurer and the Rating Agencies. Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance — Mortgage-Backed Securities Group, facsimile number: (000) 000-0000, with a copy to, Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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, Moody’s Investor Services, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset-Backed Monitoring, facsimile number: (000) 000-0000; or, as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2007-1 Supplement to be duly executed and delivered by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.


SPIRIT MASTER FUNDING, LLC as an Issuer

By:		/s/ Xxxxxxx X. Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Title:		Senior Vice President


SPIRIT MASTER FUNDING II, LLC as an Issuer

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Senior Vice President


SPIRIT MASTER FUNDING III, LLC as an Issuer

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx 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:		Vice President

EXHIBIT A

REPRESENTATIONS AND WARRANTIES

SPIRIT MASTER FUNDING, LLC, SPIRIT MASTER FUNDING II, LLC and SPIRIT MASTER FUNDING III, LLC, each a Delaware limited liability company (each, an “Issuer”), on this 29^th day of March, 2007, hereby deliver this Issuer Certification pursuant to that certain Indenture, dated as of March 17, 2006 (the “Indenture”) and that certain Amended and Restated Property Management and Servicing Agreement, dated as of March 17, 2006 (the “Property Management Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture, and if not set forth in the Indenture, in the Property Management Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

of the Federal Insurance Administration and is in effect with a generally acceptable insurance carrier. The Loan Documents require the Borrower to maintain, or to cause the Tenant to maintain, on the Mortgaged Property securing any Mortgage Loan a fire and extended perils insurance policy, in an amount not less than the replacement cost and the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property. All such insurance policies contain a standard “additional insured” clause (or similar clause) naming the Borrower (as landlord under the related Lease), its successors and assigns (including, without limitation, subsequent owners of the Mortgaged Property), as additional insured, and may not be reduced, terminated or canceled without thirty (30) (and, in some cases, ten (10)) days’ prior written notice to the additional insured. In addition, the Mortgage requires the Borrower to (i) cause the holder of the Mortgage to be named as an additional insured mortgagee, and (ii) maintain (or to require the Tenant to maintain) in respect of the Mortgaged Property workers’ compensation insurance (if applicable), commercial general liability insurance in amounts generally required by such holder of the Mortgage, and at least 6 months’ rental or business interruption insurance. The related Loan Documents obligate the Borrower to maintain such insurance and, at such Borrower’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 67 Mortgaged Properties securing 67 Mortgage Loans, representing approximately 2.5% of the Mortgaged Properties (by Allocated Collateral Amount), for each of which there is an environmental insurance policy in place, the Mortgaged Property securing the Mortgage Loan was subject to one or more environmental site assessments or reports (or an update of a previously conducted assessment or report) prior to the origination of such Mortgage Loan, and neither the applicable Originator nor the Issuer (as applicable) has knowledge of any material and adverse environmental conditions or circumstance affecting such Mortgaged Property that was not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the Mortgaged Property securing any such Mortgage Loan other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed and, thereafter, to the extent that such report or remediation program is so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with the Mortgaged Property securing any such Mortgage Loan or an adjacent or neighboring property; (ii) an operations and maintenance plan or periodic monitoring of such Mortgaged Property or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(dd) The Mortgage or Mortgage Note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (1) 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(v) With respect to each Mortgaged Property:

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

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

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

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

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

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

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

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

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

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

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

(w) In connection with Leases with a Guaranty:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) [Reserved].

(e) [Reserved].

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

(g) [Reserved].

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

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

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

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

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

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

(m) [Reserved].

(n) [Reserved].

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

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

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

(r) [Reserved].

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

(t) [Reserved].

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

(v) [Reserved].

(w) [Reserved]

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

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

(y) [Reserved].

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

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

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

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

(dd) The related security agreement or Equipment Loan note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (1) 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.

(ee) [Reserved].

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

(gg) [Reserved].

(hh) [Reserved].

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

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

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

(11) [Reserved].

(mm) [Reserved].

(nn) [Reserved].

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

(pp) [Reserved].

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

(rr) [Reserved].

(ss) [Reserved].

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

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

SCHEDULE I-A

MORTGAGE LOANS

1. Spirit Master Funding

Property

Zip

Obligor

Concept

Xxxxxxx

Xxxx

X0000000

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxx

Xxxxx

00000-0000

P0000052

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxx Xx

Xxxxxxxxx

00000-0000

P0000053

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-0000

P0000054

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxx Xxx

Xxxxxxx

00000-0000

P0000055

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xx

Xxxxx

00000-0000

P0000056

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx 00 X

Xxxx Xxxxx

00000-0000

P0000057

Taco Bueno Restaurants, Inc.

Taco Bueno

000 Xxxx 000

Xxxxxx

00000-0000

P0000058

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxx Xx

Xxxxxxx

00000-0000

P0000059

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX Xxxxx Xxxx Xxxx

Xxxxxxxxx

00000-0000

P0000060

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxxxx Xx

Xxxxxx

00000-0000

P0000061

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxx Xxxxx Xxxx

Xxxx Xxxxx

00000-0000

P0000062

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxx Xxx

Xxxxx

00000-0000

P0000063

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx Xxxx

Xxxxxxx

00000-0000

P0000064

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxxx Xxx

Xxxxxxxxx

00000-0000

P0000065

Taco Bueno Restaurants, Inc.

Taco Bueno

000 X Xxxxxxx Xx

Xxxxxxxx

00000-0000

P0000066

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX 00xx Xx

Xxxxxxxx Xxxx

00000-0000

P0000067

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx Xxxxxx Xx

Xxxx Xxxxx

00000-0000

P0000068

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxx Xxxxxx Xxxx

Xxxxxxxxx

00000-0000

P0000069

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxx Xxx

Xxxxxxxx Xxxx

00000-0000

P0000070

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xx

Xxxxxx Xxxxx

00000-0000

P0000071

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxx Xxxx

Xxxxxx

00000-0000

P0000072

Taco Bueno Restaurants, Inc.

Taco Bueno

000 X Xxxx Xx

Xxxxxxx

00000-0000

P0000073

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX Xxxxxxx 000 X

Xxxxxxx

00000-0000

P0000074

Taco Bueno Restaurants, Inc.

Taco Bueno

0000 XX

00xx Xx

Xxxxxxxx Xxxx

00000-0000

I-A-1

Property

Zip

Obligor

Concept

Xxxxxxx

Xxxx

X0000000

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 Xxxxxx Xx

Xxxxxxxxxx

00000-0000

P0000076

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X Xxxx
Xxxx Xx

Xxxxxx

00000-0000

P0000077

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X Xxxxx
Xx

Xxxxxx Xxxx

00000-0000

P0000078

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 Xxxxxxx X
Xxxx Xxx

Xxxxxxxxx

00000-0000

P0000079

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx
Xxxx

Xxxx Xxxxx

00000-0000

P0000080

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 XX Xxxx
000

Xxxxxx Xxxx

00000-0000

P0000081

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 Xxxxxxxx
Xxxx

XxXxxxxx

00000-0000

P0000082

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X Xxxxxxxx
Xx

Xxxxx

00000-0000

P0000083

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X Xxxx
X Xxxxxxxx Xx

Xxxx

00000-0000

P0000084

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X 00xx Xx

Xxxxx

00000-0000

P0000085

Taco Bueno
Restaurants, Inc.

Taco Bueno

0000 X
Xxxxxxxxx Xxxx

Xxxxxxxxx

00000-0000

P0000086

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 X Xxxx Xx

Xxxxxx

00000-0000

P0000087

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 X Xxxx Xx

Xxxxxxxx

00000-0000

P0000088

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 XX 000xx
Xx

Xxxxxxx

00000-0000

P0000089

Advance Auto
Parts, Inc.

Discount Auto
Parts

000 X Xxxxx
Xxx

Xxx Xxxxxx
Xxxxx

00000-0000

P0000090

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 Xxxxxxxxx
Xxxx

Xxxxxxx

00000-0000

P0000091

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 Xxxxxxxxx
Xx

Xxxx Xxxxxxxxxx

00000-0000

P0000092

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000 X
Xxxxxxxxxxxx
Xxx

Xxxxx

00000-0000

P0000093

Advance Auto
Parts, Inc.

Discount Auto
Parts

00000 X XX
Xxxxxxx 00

Xxxxxxxxx

00000-0000

P0000094

Advance Auto
Parts, Inc.

Advance Auto
Parts

0000 X
Xxxxxxxxxx Xx

Xxxxxx

00000-0000

P0000095

Advance Auto
Parts, Inc.

Advance Auto
Parts

0000 Xxxxxxx Xx

Xxxxxx Xxxxxxx

00000-0000

P0000096

Advance Auto
Parts, Inc.

Advance Auto
Parts

0000 Xxxxxx Xx

Xxxxxxxxxx

00000-0000

P0000097

Advance Auto
Parts, Inc.

Discount Auto
Parts

000 X Xxxxxxx
Xxx

Xxxxxxx

00000-0000

P0000098

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000
Xxxxxxxxxx Xx

Xxxxxxxx

00000-0000

P0000099

Advance Auto
Parts, Inc.

Discount Auto
Parts

0000
Xxxxxxxxxx
Xxxx

Xxxxxxxx

00000-0000

P0000100

Advance Auto
Parts, Inc.

Discount Auto
Parts

000 X 0xx Xx

Xxxxxxxxxx

00000-0000

I-A-2

Property

Zip

Obligor

Concept

Xxxxxxx

Xxxx

X0000000

Advance Auto Parts, Inc.

Discount Auto
Parts

000 Xxxxxxxx
Xx

Xxxxxxxx

00000-0000

P0000102

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 XX
Xxxxxxx 00

Xxxxxxxx Xxxx

00000-0000

P0000103

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 Xxxxx
Xxxxxxx Xx

Xxxxxxx

00000-0000

P0000104

Advance Auto Parts, Inc.

Discount Auto
Parts

000 X Xxxx
Xxxxxx

Xxxxxxxxx

00000-0000

P0000105

Advance Auto Parts, Inc.

Discount Auto
Parts

000 X Xxxxxx

Xxxxxxx

00000-0000

P0000106

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 Xxxxxxxxx
Xx

Xxxxxxx Xxxx

00000-0000

P0000107

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 XX
Xxxxxxx 00

Xxxxxxxx

00000-0000

P0000108

Advance Auto Parts, Inc.

Discount Auto
Parts

000 X Xxxxxx

Xxxxxxxxx

00000-0000

P0000109

Advance Auto Parts, Inc.

Advance
Auto Parts

0000
Xxxxxxxxxx
Xxx

Xxxxx

00000-0000

P0000110

Advance Auto Parts, Inc.

Advance Auto
Parts

0000 Xxxxxxx
Xxx

Xxxxx Xxxxx

00000-0000

P0000111

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 Xxxxx Xx

Xxxxxxxxxxx

00000-0000

P0000112

Advance Auto Parts, Inc.

Discount Auto
Parts

000 XX
Xxxxxxx 00 X

Xxxxxxx

00000

P0000113

Advance Auto Parts, Inc.

Discount Auto
Parts

0000 Xxxxx Xxx

Xxxxxxx

00000-0000

P0000114

Advance Auto Parts, Inc.

Discount Auto
Parts

000 Xxx Xxxxxxxx
Xx

Xxxxxxx

00000-0000

P0000115

Advance Auto Parts, Inc.

Discount Auto
Parts

000 Xxxxxxxxx
Xx

Xxxxxx

00000-0000

P0000116

Advance Auto Parts, Inc.

Discount Auto
Parts

000 Xxxxxxx Xxx
X

Xxxxxxx

00000-0000

P0000117

Advance Auto Parts, Inc.

Discount Auto
Parts

000 X Xxxxxx

Xxxxxxx

00000-0000

2. Spirit Master Funding II

Property

Zip

Obligor

Concept

Xxxxxxx

Xxxx

X0000000

CBH2O

Camelback Ski Resort

#0 Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

P0001125

ADF Companies

Pizza Hut

00000 X. XX Xxxxxxx 0

Xxxx Xxxxx Xxxxx

00000-0000

P0001126

ADF Companies

Pizza Hut

0000 Xxxxxxxx Xxx

Xxxxxxx

00000-0000

P0001127

ADF Companies

Pizza Hut

000 X XX Xxxxxxx 0

Xxxx Xxxxx

00000-0000

P0001128

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xx Xxxxxxx

00000-0000

P0001129

ADF Companies

Pizza Hut

0000 X. Xxxxxxxxxx Xxx

Xxxx Xxxx Xxxxx

00000-0000

P0001130

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xxxxx Xxxxx

00000-0000

I-A-3

Property

Zip

Obligor

Concept

Address

City

Code

P0001131

ADF Companies

Pizza Hut

0000 Xxxxxxxx
Xxx

Xxxx Xxxxx

00000-0000

P0001132

ADF Companies

Pizza Hut

0000 X.Xxxxxxx
X. Xxxxxxx Xxxx

Xxxxxxx

00000-0000

P0001133

ADF Companies

Pizza Hut

000 Xxxxx Xxxx

Xxxxxxxxx

00000-0000

P0001134

ADF Companies

Pizza Hut

0000 Xxxxxxx
000 X

Xxxxxxxxxx

00000-0000

P0001135

ADF Companies

Pizza Hut

0000 Xxxxxxx
Xxx

Xxxxxx

00000-0000

P0001136

ADF Companies

Pizza Hut

000 Xxxxxxxx
Xxxxx Xxxx

Xxxxxxxxxxx

00000-0000

P0001137

ADF Companies

Pizza Hut

0000 Xxxxxx Xxxx
Xxxx

Xxxx Xxxx
Xxxxx

00000-0000

P0001138

ADF Companies

Pizza Hut

000 Xxx
Xxxxxxx 00

Xxxxxxxxxx

00000-0000

P0001139

ADF Companies

Pizza Hut

000 X. Xxxx
Xxxxxx

Xxxxxxxxxx

00000-0000

P0001140

ADF Companies

Pizza Hut

000 Xxxxxx Xx

Xxxxx

00000-0000

P0001141

ADF Companies

Pizza Hut

0000 Xxxxxxx
Xxx

Xxxxx

00000-0000

P0001142

ADF Companies

Pizza Hut

0000 Xxxx
Xxxxxx Xxx

Xxxxxx

00000-0000

P0001143

ADF Companies

Pizza Hut

00000 Xxxxxx
Xxxx

Xxxxx Xxxxx

00000-0000

P0001144

ADF Companies

Pizza Hut

000 Xxxxxxx
Xxxxxxxx

Xxxxxxx

00000-0000

P0001145

ADF Companies

Pizza Hut

0000 Xxxxxxxx
Xxxxxxx XX

Xxxxxx

00000-0000

P0001146

ADF Companies

Pizza Hut

0000 X. Xxxxx
Xx

Xxxxxxxx

00000-0000

P0001147

ADF Companies

Pizza Hut

000 X. Xxxx Xx

Xxxxxxx

00000

P0001148

ADF Companies

Pizza Hut

000 Xxxxxxx
000 X

Xxxxxxxxxx

00000-0000

P0001149

ADF Companies

Pizza Hut

0000 Xxxxxxx
Xxx

Xxxxxxxx

00000-0000

P0001150

ADF Companies

Pizza Hut

0000 X.
Xxxxxxxx Xx

Xxxxxxxxx

00000-0000

P0001151

ADF Companies

Pizza Hut

0000 Xxxxxxx
Xxx

Xxxxxxxxx

00000-0000

P0001152

ADF Companies

Pizza Hut

0000 00xx Xxxxxx

Xxxx Xxxx
Xxxxx

00000-0000

I-A-4

3. Spirit Master Funding III

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx Xxxx

X0000000

Xxxxxxx Hospitality, LLC

Hooters

0000 Xxxxxxxxx Xxxxxx XX

Xxxxxxxxxx

00000

P0001616

Xxxxxxx Hospitality, LLC

Hooters

0000 Xxxxxxx Xxxx Xxxxxxx

Xxxxxxxxxxx

00000

P0001617

Xxxxxxx Hospitality, LLC

Hooters

000 Xxxxxx Xxxx

Xxxx

00000

P0001618

Xxxxxxx Hospitality, LLC

Hooters

0000 Xxxx Xxxxxxx Xxxx

Xxxxxxx

00000

P0001619

Xxxxxxx Hospitality, LLC

Max & Erma’s

0000 Xxxx Xxxxx Xxxxxxx

Xxxxxxxx

00000

P0001620

Xxxxxxx Hospitality, LLC

Topeka’s Steakhouse ‘N Saloon

0000 Xxxx XxXxxx Xxxxxxx

Xxxxxxxxxx

00000

P0001753

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxxxxxxx Xxxx

Xxx Xxxxxx

00000

P0001754

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxx Xxxx, XX

Xxxxxx

00000

P0001759

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

Route 000 Xxxxxx Xxxx

Xxxxxxxxxx

00000

N/A

Xxxxx X. Xxxxxxx, III and J. Xxxxxx Xxxxxxx

N/A

I-A-5

SCHEDULE I

MORTGAGE LOAN—EXCEPTIONS

1. Spirit Master Funding II, LLC

None.

2. Spirit Master Funding II, LLC

(i) For the following properties, there is damage that would materially affect the value of the Lease or Mortgaged Property:

Property

Asset/
Property

Clarification/Other

Name

Address

City

Zip Code

Issues

P0001314

ADF

0000 00xx
Xxxxxx

Xxxx
Xxxx
Xxxxx

00000-0000

Hurricane
damage;
however,
Borrower
obligated
to pay
and still
paying
loan
payments

P0001320

ADF

000 X XX
Xxxxxxx
0

Xxxx
Xxxxx

00000-0000

Hurricane
damage;
however,
Borrower
obligated
to pay
and still
paying
loan
payments

P0001322

ADF

0000 X.
Xxxxxxxxxx
Xxx

Xxxx
Xxxx
Xxxxx

00000-0000

Hurricane
damage;
however,
Borrower
obligated
to pay
and still
paying
loan
payments

3. Spirit Master Funding III, LLC

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

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

M001314

Xxxxxxx
Hospitality,
LLC

0000
XxxXxxxxx
Xxxxxx,
XX

Xxxxxxxxxx

00000

Ground
lease
expires
in 2019;
however,
if
borrower
does not
extend
beyond
maturity
date,
must pay
off loan

M001314

Xxxxxxx
Hospitality,

0000
Xxxxxxx
Xxxx
Xxxxxxx

Xxxxxxxxxxx

00000

Ground
lease
expires
in 2020;
however,
if

I-1

Property
ID

Asset/
Property
Name

Address

City

Zip
Code

Clarification/Other
Issues

LLC

borrower
does not
extend
beyond
maturity
date,
must pay
off loan

M001314

Xxxxxxx
Hospitality,
LLC

000
Xxxxxx
Xxxx

Xxxx

00000

Ground
lease
expires
in 2022;
however,
if
borrower
does not
extend
beyond
maturity
date,
must pay
off loan

I-2

SCHEDULE II-A

PROPERTIES

1. Spirit Master Funding

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Flying J. Inc.

Flying J Travel Plaza

000 Xxxxx Xxxx 000 Xxxx

Xxxxx Xxxxxxxxx

3307 N

P0000048

Flying J. Inc.

Flying J Travel Plaza

00000 Xxx Xxxxxxx Xxxxxxx

Xxxxxxxxxxx

00000

P0000049

Flying J. Inc.

Flying J Travel Plaza

5300 S SR 3

Spiceland

47385

P0000050

Flying J. Inc.

Flying J Travel Plaza

00000 Xxxxx Xxxxx 000

Xxxxxxxxxxxx

00000-0000

P0000122

America’s Power Sports

KC’s Powersports

00000 X. Xxxxxxxx Xxxxxxx

Xxxxxxxxxx

00000

P0000159

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxx Xxxxxx Xxxxxxx

Xxxx Xxxxxx

00000

P0000160

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 Xxxx Xxxxxx Xxxx

Xxxx Xxxxxx

00000

P0000161

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxx 000 Xxxxxx

Xxxx

00000

P0000162

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxxx Xxxxx Xxxxxx

Xxxxx

00000

P0000163

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 00xx Xxxxxx Xxxxx

Xxxxxxxx

00000

P0000164

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 X. Xxxxxx Xxxxxxx Xxxx

Xxxxx

00000

P0000165

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 Xxxxxxxxxx Xxxxxxxxx Xxxx

Xxxxxxxxxxxx

00000

P0000166

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 XX 00 Xxxxx

Xxxxxxx

00000

P0000167

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 Xxxx Xxxx Xxxxxxxxx

Xxxxxxxxxxx

00000

P0000172

Hastings Entertainment, Inc.

Hastings

000 00xx Xxxxxx Xxxxx

Xxxxx Xxxxx

00000

P0000177

AMC Entertainment, Inc.

AMC Theatre

0000 X. Xxxxxxxxx Xxxx

Xxxxxxx

00000

P0000178

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

P0000179

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxxx X. Xxxxxxx Xxxx

Xxxxxxxx

00000

P0000180

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxx Xxxxxxx Xxxx

Xxxxxx

00000

P0000181

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxxxx Xxxx

Xxxxxxx

00000

II-A-1

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

P0000183

Pike Holding Plane Nursery LLC

Pike Plane Nursery

0000 Xxxxxxx Xxxxx Xxxx

Xxxxxxxx

00000

P0000188

Grand Canyon University

0000 Xxxx Xxxxxxxxx Xx.

Xxxxxxx

00000

P0000300

NPC International, Inc.

Pizza Hut

000 X Xxxxx Xxxxx Xx

Xxxxxxxxxx

00000-0000

P0000301

NPC International, Inc.

Pizza Hut

0000 Xxxxxxxxx Xx

Xxxxxxxxx

00000-0000

P0000302

NPC International, Inc.

Pizza Hut

000 X 0xx Xx

Xxxxxx

00000-0000

P0000303

NPC International, Inc.

Pizza Hut

0000 X Xxxxx Xxx

Xxxxxx

00000-0000

P0000304

NPC International, Inc.

Pizza Hut

000 Xxxxxxxx Xx

Xxxxxxx

00000-0000

P0000305

NPC International, Inc.

Pizza Hut

0000 Xxxxx Xx

Xxxxxxxx

00000-0000

P0000306

Skyline Chili, Inc.

Skyline Chili

0000 Xxxxxx Xx

Xxxxxxxx

00000-0000

P0000309

Carrols Corporation

Burger King

000 Xxxxx Xx

Xxxxxxx

00000-0000

P0000310

Carrols Corporation

Burger King

000 XX Xxxxxxx

00 X

Xxx Xxxx

00000-0000

P0000311

Carrols Corporation

Burger King

0000 Xxxxxx Xx

Xxxxx

00000-0000

P0000312

Carrols Corporation

Burger King

00000 Xxxxx Xxxxx 00

Xxxx

00000-0000

P0000313

Max & Erma’s Restaurants, Inc.

Max & Erma’s

000 Xxxxxxxxx Xx

Xxxx Xxxxx

00000-0000

P0000314

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 X Xxxxxx Xxxxxx Xx

Xxxxxx

00000-0000

P0000315

Max & Erma’s Restaurants, Inc.

Max & Erma’s

000 Xxxxxxxx Xx

Xxxx

00000-0000

P0000316

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 Xxxxxxxxxx Xx

Xxxxxx

00000-0000

P0000317

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 Xxxxx Xxx

Xxxxxx

00000-0000

P0000318

Max & Erma’s Restaurants, Inc.

Max & Erma’s

000 Xxxxxxx Xx

Xxxxxxxxxx

00000-0000

P0000319

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxx Xxxx

Xxxxxxxxxx

00000-0000

P0000323

Casa Ole’ Restaurants

Casa Mexico

0000 X Xxxxxxx Xxx

Xxxxx

00000-0000

P0000324

Banyan, Inc.

Grandy’s

0000 Xxxx Xxxx Xxxx XX

Xxxxxxxxxxx

00000-0000

P0000326

Interfoods of America, Inc.

Popeye’s

00000 Xxxxxx Xxx

Xxxxx Xxxxx

00000-0000

P0000327

Burger King Corporation

Burger King

000 X Xxxx Xx

Xxxxxx

00000-0000

II-A-2

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Burger King Corporation

Burger King

0000 00xx Xx

Xxxxx Xxxxx

00000-0000

P0000329

Burger King Corporation

Burger King

00000 X Xxxxxxxx Xx

Xxxxxxx

00000-0000

P0000330

R & L Foods, LLC

Wendy’s

0000 Xxxxxxxxxx Xxxx

Xxxxxxxxx

00000-0000

P0000331

Southeast Food Services Company, LLC

Wendy’s

0000 Xxx Xxxxx Xxxx

Xxx Xxxxx

00000-0000

P0000332

Southeast Food Services Company, LLC

Wendy’s

0000 Xxxxxxx Xxxx

Xxxxxx

00000-0000

P0000335

ARG Enterprises

Black Angus

0000 X Xxxx Xx

Xxxxxxxx

00000-0000

P0000336

Xxxxxx & Xxxxxx Investments

Whataburger

Loop 000 X xx Xxxxxxx 00

Xxxxx

X0000000

Tacala, L.L.C.

Taco Xxxx

0000 Xxxxxx Xxxx

Xxx Xxxx

00000-0000

P0000349

Skyline Chili, Inc.

Skyline Chili

0000 Xxxxxxxxx Xx

Xxxxx Xxxxxx

00000-0000

P0000350

Interfoods of America, Inc.

Popeye’s

000 Xxxxxxxxx Xxxx

Xxxxxxxxxx

00000-0000

P0000351

Interfoods of America, Inc.

Popeye’s

0000 Xxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000354

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxx Xx

Xxxxx

00000

P0000355

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxx Xxx X

Xxxxxxxxxx

00000

P0000356

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxx Xx

Xxxxxxxx

00000

P0000357

Fuddruckers, Inc.

Fuddruckers

0000 X XX 00

Xxxxxx

00000

P0000358

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000

P0000359

Fuddruckers, Inc.

Fuddruckers

00000 X Xxxxx Xxx

Xxxxxx

00000

P0000360

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxx

Xxxxxxx

00000

P0000361

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxxxxxxx Xx

Xxxx Xxxxxxx

00000

P0000362

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxxxxxx Xxx

Xxxx

00000

P0000363

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxxx Xxxx Xx

Xxxxx Xxxxx

00000

P0000364

Fuddruckers, Inc.

Fuddruckers

000 X Xxxxxx Xxxx Xxxx

Xxxxxxxx

00000

P0000365

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxx 0 X

Xxxxxxx

00000

P0000366

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxxx

Xxxxxxxx

00000

P0000367

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxx xxxx Xxx

Xxxxxxx

00000

P0000368

Fuddruckers, Inc.

Fuddruckers

000 Xxxxx Xxx

Xxxxxxx Xxxx

00000

P0000369

Fuddruckers, Inc.

Fuddruckers

0000 X Xxxx Xx

Xxxxxxxx

00000

P0000370

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxx Xx

Xxxxx

00000

II-A-3

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxxxx Xx XX

Xxxx Xxxxxx

00000

P0000372

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxxx Xxx

Xxxxxxxxxx

00000

P0000373

Fuddruckers, Inc.

Fuddruckers

00000 Xxxxx Xxx

Xxxxxxxxxx

00000

P0000374

Fuddruckers, Inc.

Fuddruckers

00000 Xxxx xxx Xxxxxxx Xxx

Xxxxxxx

00000

P0000375

Fuddruckers, Inc.

Fuddruckers

0000 Xxxxxxxx Xx

Xxxxxxxx

00000

P0000378

Interfoods of America, Inc.

Popeye’s

0000 Xxxxx Xxxx

Xxxxx Xxxxx

00000

P0000379

Southeast Food Services Company, LLC

Wendy’s

0000 Xxxxx Xxxx

Xx Xxxx

00000

P0000380

Interfoods of America, Inc.

Popeye’s

0000 X Xxxx Xxxx

Xxxxxxxxx

00000-0000

P0000381

NPC International, Inc.

Pizza Hut

0000 X Xxxx Xx

Xxxxx

00000-0000

P0000382

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

0000 XX 00xx Xxxxxx

Xxxxxx Xxxx

00000

P0000383

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

0000 XX Xxxxxxx Xxxxxx

Xxxx Xxxxxx

00000

P0000384

Hastings Entertainment, Inc.

Hastings

0000 Xxxxx Xxxx Xxxxxx

Xxxxxxx

00000

P0000385

Allwell

Golden Corral

000 Xx. Xxxxx Xxxx Xxxxxx

Xxxxxxx

00000

P0000386

Allwell

Golden Corral

0000 X. 00xx Xxxxxx

Xxxxxxx

00000

P0000387

Ferrellgas, L.P

Blue Rhino

000 Xxxxxx Xxxx 000

Xxxxxxx

00000

P0000390

Famous Dave’s of America

Famous Dave’s

00000 00xx Xx X

Xxxxxxxxxx

00000-0000

P0000391

Famous Dave’s of America

Famous Dave’s

0000 Xxxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000392

Famous Dave’s of America

Famous Dave’s

0000 000xx Xx X

Xxxxx Xxxxxx

00000-0000

P0000393

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

00 X Xxxxxxx Xx

Xxxxx

00000-0000

P0000394

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxxxx Xxxx Xx

Xxxxxxxxxx

00000-0000

P0000395

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxx Xxxxxxxxxxx Xx

Xxxxxxx

00000-0000

P0000396

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxxxxxx Xxx

Xxxx Xxxxxxxx

00000-0000

P0000397

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

00 Xxxx Xx

Xxxx Xxxxxxx

00000-0000

II-A-4

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Friendly’s Ice Cream Corporation

Friendly’s Ice Cream

000 Xxxxxx Xxxxxx Xx

Xxxxxxxx

00000-0000

P0000399

Interfoods of America, Inc.

Popeye’s

0000 XX 0xx Xxx

Xxxxx

00000-0000

P0000400

Interfoods of America, Inc.

Popeye’s

000 X Xxxxxxxxx Xxxx

Xxxxxxxxx Xxxxx

00000-0000

P0000401

Interfoods of America, Inc.

Popeye’s

0000 X Xxxxxxx Xxxx

Xxxx Xxxxxxxxxx

00000-0000

P0000402

Interfoods of America, Inc.

Popeye’s

00000 Xxxxx Xx

Xxxxx

00000-0000

P0000403

Interfoods of America, Inc.

Popeye’s

0000 Xxxx Xx

Xxxxx

00000-0000

P0000404

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxxx Xxx

Xxxxx Xxxxx

00000-0000

P0000405

Interfoods of America, Inc.

Popeye’s

000 Xxxxxxx Xxx

Xxxx Xxxxx

00000-0000

P0000406

Interfoods of America, Inc.

Popeye’s

000 X 00xx Xx

Xxxx Xxxxxx

00000-0000

P0000408

Interfoods of America, Inc.

Popeye’s

0000 Xxxxx Xxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000409

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxxx Xxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000410

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000411

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxxxxx Xxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000412

Interfoods of America, Inc.

Popeye’s

0000 X Xxxxx Xxx

Xxxxxx Xxxxxxx

00000-0000

P0000415

1st University Credit Union

Other

000 X Xxxxxxxxxx Xxxxx Xx

Xxxx

00000-0000

P0000416

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

000 X Xxxxx Xxx

Xxxxxx

00000-0000

P0000417

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 X Xxxxxxx Xxx

Xxxxxx Xxxx

00000-0000

P0000418

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

0000 xxxxxxx 00

Xxxx Xxxxx

00000-0000

P0000419

Xxxxxxxx’x Buffet, Inc.

Xxxxxxxx’x Buffet

00000 Xxxxxxx 00

Xxxxxxxx

00000-0000

P0000420

Checker’s Drive-In Restaurants

Rally’s

0000 X Xxxxxxxxx Xx

Xxxxxxxxxxx

00000-0000

P0000421

Checker’s Drive-In Restaurants

Rally’s

000 Xxxxxxxxx Xxx

Xxx Xxxxxx

00000-0000

P0000424

Checker’s Drive-In Restaurants

Rally’s

0000 XX Xxxxxxx 00

Xxxxxxxx

00000-0000

P0000425

Checker’s Drive-In Restaurants

Rally’s

0000 X Xxxxxx Xx

Xxx Xxxxxxx

00000-0000

P0000426

Checker’s Drive-In Restaurants

Rally’s

0000 Xxxxx Xxxxxx Xxx

Xxx Xxxxxxx

00000-0000

P0000428

Checker’s Drive-In Restaurants

Rally’s

000 X. Xxxxxxx Xxxxxx

Xxxxxx

00000-0000

P0000429

Goldco, Inc.

Burger King

0000 X Xxxxxxxxx Xx

Xxxxxx

00000-0000

II-A-5

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 X Xxxxxx Xxxxxxxxx Xx

Xxxxxxxx

00000-0000

P0000432

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 Xxxxxxxxx Xx

Xxxxxx

00000-0000

P0000433

Max & Erma’s Restaurants, Inc.

Max & Erma’s

0000 Xxxxxxxx Xx

Xxxxxxxx

00000-0000

P0000434

QK, Inc.

Denny’s

00000 X Xxxx Xxxx

Xxxxxxxx Xxxxx

00000-0000

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

00000-0000

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

00000-0000

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

00000-0000

P0000455

RTM Restaurant Group

Arby’s

000 X Xxxxxxx 00

Xxxxxx Xxxxxx

00000-0000

P0000456

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000457

Interfoods of America, Inc.

Popeye’s

0000 Xxxxxxx Xx

Xxxxx Xxxxx

00000-0000

P0000459

Interfoods of America, Inc.

Popeye’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.

Xxxxxx

00000

P0000465

Humperdink’s Texas, LLC

Humperdink

0000 X. XX Xxx.

Xxxxxx

00000

II-A-6

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

P0000471

Gander Mountain Company

Gander Mountain

0000 Xxxxxxx Xxxxxx

Xxx Xxxxxxxx

00000

P0000473

Xxxx & Buster’s, Inc.

Xxxx & Buster’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

0000 Xx. Xxxxxxxx Xx.

Xxxxxxxxx

00000

P0000484

Sonic Corp.

Sonic

000 0xx Xx.

Xxxxxxx

00000

P0000533

Sonic Corp.

Sonic

000 Xx. Xxxxxxxx Xx.

Xxxxxxxxxxxxxx

00000

P0000534

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxx

00000

P0000535

Sonic Corp.

Sonic

000 X. Xxxx Xx.

Xxxxxxxxxx

00000

P0000536

Sonic Corp.

Sonic

0000 X. Xxxxxxxx Xxx.

Xxxxxxxxx

00000

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

0000 Xx. Xxxxxxx X. Xxxxxxx Xxxx.

Xxxxxxx

00000

P0000545

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theaters

00000 Xx. Xxxxxxxx Xxxxx

Xxxxx

00000

II-A-7

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

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

II-A-8

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

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

II-A-9

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

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

Garibaldi’s

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

II-A-10

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

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

Xxxxx Xxx

X Xxx x0

Xxxxx Xxxx

00000

II-A-11

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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 Hut

Hwy l8

Clear Lake

50428

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

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

II-A-12

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

00000 Xxxxxxxxx

Xxxxxx

00000

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

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

II-A-13

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

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

2. Spirit Master Funding II

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

ARG Enterprises

Black Angus

0000 X Xxxx Xx

Xxxxxxxx

00000-0000

P0000339

Tacala, L.L.C.

Taco Xxxx

0000 Xxxxxx Xxxx

Xxxxxxxxxxx

00000-0000

P0000413

QK, Inc.

Denny’s

000 XX Xxxxxxx Xx

Xxxxxxxx

00000-0000

P0000422

Checker’s Drive-in Restaurants

Rally’s

0000 X Xxxxxxx Xx #0

Xxxxxxxxxx

00000-0000

P0000458

Interfoods of America, Inc.

Popeye’s

00000 Xxxxxxx Xxxx

Xxxxx Xxxxx

00000-0000

P0000480

Mosaica Education

Mosaica

0000 Xxxxxxxx Xxxxxxx Xxxx

Xxxxxxxx

00000

P0000586

Mosaica Education

Mosaica

0000 Xxxxxxx Xxxxx

Xxxxxxxx

00000

P0000587

Mosaica Education

Mosaica

000 X Xxxxx Xxxxxx

Xxxxxx

00000

P0000842

DL Industries, LP

Xxx-Xxx Bolt & Gasket

000 Xxxxx Xxxxxxx

Xxxxxxx

00000

P0000843

Huntsville Wholesale Furniture

Ashley Furniture

0000 Xxxxx Xxxxxxxx Xxxxxxx

Xxxxxxxxxx

00000

P0000880

Xxx Xxxxx Restaurant Group

Krispy Kreme

0000 XX Xxxxxx Xxxx

Xxxxxxxxxxx

00000

P0000881

Xxx Xxxxx Restaurant Group

Krispy Kreme

0000 Xxxxxxxxxxx Xx

Xxxxxx Xxxx

00000

P0000882

Xxx Xxxxx Restaurant Group

Krispy Kreme

0000 Xxxxx Xxxx 000

Xxxxxxx

00000

P0000883

Hill Country Furniture Partners, Ltd.

Ashley Furniture

00000 Xxxx XX-00

Xxx Xxxxxxx

00000

P0001048

Eateries Inc.

Eateries, Inc

0000 X. Xxxxx Xx

Xxxxxx

00000

P0001049

Eateries Inc.

Garfield’s

0000 X. Xxxxxxxx

Xxxxxxx

00000

P0001052

Pine Creek Medical Center

0000 Xxxxx Xxxxx Xxxx

Xxxxxx

00000

P0001053

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxx Xxxxxx

Xxxxxxxxxx

00000

II-A-14

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxx Xxxxxx Xxxx

Xxxxxxxxxx

00000

P0001055

D-Sea, Inc.

Long Xxxx Xxxxxxx

000 Xxxxx Xxxxxxxxxx Xxx

Xxxxx

00000

P0001056

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxx Xxxxx Xxxxxxxx

Xxx Xxxxx

00000

P0001057

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxxxxx Xxxxxx

Xxxxxxxxx

00000

P0001058

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxx

00000

P0001059

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxxxxxx Xxx

Xxxxxxxxx

00000

P0001060

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 X. Xxxxxx Xxxxxxx Xxx

Xxxxxxxxxx

00000

P0001061

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 X Xxxxxx Xxxxxxx Xxx

Xxxxxxxxxx

00000

P0001062

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxxxxx Xxxxxxx

Xxxxxxxxx

00000

P0001063

D-Sea, Inc.

Long Xxxx Xxxxxxx

0000 Xxxxx Xxxxxxxx

Xxxxxxxxx

00000

P0001064

D-Sea, Inc.

Long Xxxx Xxxxxxx

000 Xxxxxxx 000 Xxxxx

Xxxxxx Xxxx

00000

P0001065

Excel Motorsports

0000 X. Xxxxxx Xxx.

Xxxxxxxx

00000

P0001066

Excel Motorsports

0000 X. Xxxxxx Xxx.

Xxxxxx

00000

P0001068

Xxxxxxx X. Xxxx Enterprises, LLC

Mitsubishi

000 Xxxx Xxxxxxxxxx 00

Xxxxxxxxx

00000

P0001070

Restaurant Resources

Pizza Hut

0000 Xxxxxx Xxxxxx

Xxxxxxxxxx

00000-0000

P0001071

Restaurant Resources

Pizza Hut

0000 Xxxx X. Xxxxxxx Xxxx

Xxxxxxx

00000-0000

P0001072

Restaurant Resources

Pizza Hut

00 Xxxxx Xxxxxx

Xxxxxx

00000-0000

P0001073

Restaurant Resources

Pizza Hut

0000 X. Xxxxxxxxx Xxx

Xxxxxxxxxx

00000-0000

P0001074

Restaurant Resources

Pizza Hut

0000 0xx Xxxxxx XX

Xxxxxxxxxx

00000-0000

P0001075

Restaurant Resources

Pizza Hut

0000 Xxxxx Xxxxxx Xxxx

Xxxxxxxxxxxx

00000-0000

P0001076

Restaurant Resources

Pizza Hut

0000 X. Xxxx Xxxxxx

Xxxxxxxxxx

00000-0000

P0001077

Restaurant Resources

Pizza Hut

000 Xxxxx Xxx

Xxxx Xxxxx

00000-0000

P0001078

Restaurant Resources

Pizza Hut

0000 X. Xxxxxx Xxxxxx

Xxxxxxx

00000-0000

P0001079

Restaurant Resources

Pizza Hut

0000 00xx Xxxxxx

XxXxxx

00000-0000

P0001080

Restaurant Resources

Pizza Hut

000 X. Xxxx Xxxxxx

Xxxxxxx

00000-0000

P0001084

Heartland Food Corp.

Burger King

00000 X Xxxxxx X

Xxxxxxx

00000

II-A-15

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx

Xxxx

X0000000

Heartland Food Corp.

Burger King

0000 X Xxxxxx Xxx

Xxxxxxx Xxxx

00000

P0001086

St. Xxx Enterprises

Burger King

00000 Xxxxx Xxxxxxx Xxxx Xx

Xxxxx Xxx

00000

P0001087

Heartland Food Corp.

Burger King

000 XX Xxxxxxx 00 X

Xxxxxx

00000

P0001088

Heartland Food Corp.

Burger King

0000 X Xxxxxxxx Xxxx

Xxxxxxxxxxx

00000

P0001089

Heartland Food Corp.

Burger King

0000 X Xxxxxx Xx

Xxxxxxxxx

00000

P0001090

Heartland Food Corp.

Burger King

0000 X Xxxxxxxx Xx

Xxxxxxx

00000

P0001091

Heartland Food Corp.

Burger King

0000 X Xxxxx XxxX

Xxxxxxxxxxx

00000

P0001092

Heartland Food Corp.

Burger King

0000X Xxxxxxxx Xx

Xxxxxxxxxxx

00000

P0001094

Heartland Food Corp.

Burger King

0000 Xxxxxxxxxx Xx

Xxxxx xxxxx

00000

P0001095

Heartland Food Corp.

Burger King

0000 Xxxxxxxx Xx

Xxxxxxx

00000

P0001096

NPC International, Inc.

Pizza Hut

000 Xxxxxxx Xxxxxx

Xxxx

00000

P0001097

NPC International, Inc.

Pizza Hut

0000 X. 0xx Xxxxxx

Xxxxxxxx

00000

P0001098

NPC International, Inc.

Pizza Hut

000 X. Xxxxxxx Xxx

Xxxxxxxxxx

00000

P0001099

NPC International, Inc.

Pizza Hut

000 X. Xxxxxx Xx

Xxxxxxxxx

00000

P0001100

NPC International, Inc.

Pizza Hut

0000 Xxxxxx Xxxxxx

Xxxxxxxxx

00000

P0001101

NPC International, Inc.

Pizza Hut

0000 X. Xxxx Xxxxxx

Xxxxxxxxxxx

00000

P0001102

NPC International, Inc.

Pizza Hut

000 X. Xxxxxxxxxxx Xxxx

Xxxxxxxxxxx

00000

P0001103

NPC International, Inc.

Pizza Hut

0000 Xxxx Xxxxxx Xxx

Xxx Xxxxxx

00000

P0001104

NPC International, Inc.

Pizza Hut

0000 Xxxxx Xxxxxx

Xxxxxxx

00000

P0001105

NPC International, Inc.

Pizza Hut

000 X. X Xxx

Xxxxxx

00000

P0001106

Mid-Ohio Restaurant Mgmt, Inc.

Wendy’s

0000 Xxxx Xxxx

Xxxxxxxxxx

00000

II-A-16

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Golden Partners

Golden Corral

0000 X. Xxxxxxx

Xxxx Xxxxx

00000

P0001108

Golden Partners

Golden Corral

0000 Xxxxxxxx xx xxx Xxxxx Xxxxxxxxxx

Xxxxxxx

00000

P0001109

Golden Partners

Golden Corral

0000 X. Xxxxxxxx

Xxxxxxxxxxx

00000

P0001110

Golden Partners

Golden Corral

0000 Xxxxxx Xxxx

Xxxxx Xxxxxx Xxxx

00000

P0001111

Arby’s Restaurant Group

Arby’s

0000 X. Xxxxxxxxxx Xxxxxx

Xxxxxxxxxxxxxx

00000

P0001112

Arby’s Restaurant Group

Arby’s

000 X. Xxxxx Xxxx 00

Xxxxxxxxxxx

00000

P0001114

U.S. Beef Corporation

Arby’s

000 X. Xxxxx Xxx

Xxxxxxxx

00000

P0001117

CJM Enterprises, Inc.

Doc’s Bar-B-Q

0000 X. Xxxxxxxxxxx Xxx

Xxx

00000

P0001118

Seed Restaurant Group Inc.

Fazoli’s

0000 Xxxxxxxx Xxxx

Menasha

54952

P0001119

Seed Restaurant Group Inc.

Fazoli’s

000 XX Xxxxx Xxxxx 000

Xxxx Xxxxxx

00000

P0001120

Seed Restaurant Group Inc.

Fazoli’s

0000 Xxxxxxxx Xxxx

Xxxxxxxxx Xxxx

00000

P0001121

Seed Restaurant Group Inc.

Fazoli’s

0000 Xxxxxxx 00 X

Xxxxxxxxx

00000

P0001122

Seed Restaurant Group Inc.

Fazoli’s

000 X. Xxxxxxxx Xxxx

Xxxx Xxxxx

00000

P0001124

Seed Restaurant Group Inc.

Fazoli’s

000 XX XX Xxxxxxx 00

Xxxx Xxxxxxx

00000

P0001157

Créme de la Créme

0000 Xxxx Xxxxxxx Xx

Xxxx Xxxx

00000

P0001158

Créme de la Créme

0000 Xxxxxx Xxxxxxx

Xxxxxxxxxxx

00000

P0001159

Créme de la Créme

0000 Xxxx 000xx Xxxxxx

Xxxxxxx

00000

P0001167

Regal Entertainment, Inc.

Regal Cinemas

000 Xxxxxxxx Xxxxxx

Xxxxxxxxxxx

00000

P0001168

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxx Xxxxx

Xxxxxxxx Xxxxxxx

00000

P0001169

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxx Xxxxxx Xxxx Xx. Xxxx

Xxxxxx

00000

P0001170

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxx Xxxxx

Xxxxxxxx

00000

P0001171

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxxxxx Xxx

Xx. Xxxxxxx

00000

P0001172

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxx Xxxx

Xxxxxxxxxx

00000

P0001173

Carmike Cinemas, Inc.

Carmike Cinemas

000 Xxxx Xxxxx Xxxxxx

Xxxxxxxx

00000

P0001174

Carmike Cinemas, Inc.

Carmike Cinemas

000 Xxxxxx Xxxxx

Xxxxxxxxxx

00000

II-A-17

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Carmike Cinemas, Inc.

Carmike Cinemas

0000 Xxxxxxxx Xxxx

Xxxxxxx-Xxxxx

00000

P0001204

Carrols Corporation

Burger King

0000 X. Xxxxxx Xxxxxx

Xxxxx

00000

P0001205

Carrols Corporation

Burger King

0000 Xxxxxxx Xxxx

Xxxx

00000

P0001206

Platinum Restaurant Group

Xxxxx Merlot’s

0000 Xxxxxxxx Xxxx Xxxxx

Xx. Xxxxx

00000

P0001207

Platinum Restaurant Group

Xxxxx Merlot’s

0000 X. 00xx Xxxxxx

Xxxxxxxxxxxx

00000

P0001208

Carrols Corporation

Burger King

000 Xxxxxxx Xxxxxx

Xxxxxxx

00000

P0001209

Carrols Corporation

Burger King

0000 Xxxxxx Xxxxxx

Xxxxxxx

00000

P0001210

Carrols Corporation

Burger King

0000 Xxxxxx Xxxx

Xxxxxxxxxx x

00000

P0001211

Carrols Corporation

Burger King

00 Xxxxxxx Xxxxxx

Xxxx Xxxxxx

00000

P0001212

Carrols Corporation

Burger King

0000 Xxxx Xxxx

Xxxxx

00000

P0001213

Carrols Corporation

Burger King

000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx

00000

P0001214

Carrols Corporation

Burger King

0000 Xxxxx Xxxxx Xxxx

Xxxxxxxxxx

00000

P0001216

Carrols Corporation

Burger King

0000 Xxxxx Xxxx

Xxxxxxxxxx

00000

P0001217

Carrols Corporation

Burger King

0000 Xxxxxxxx Xxxx

Xxxxxxx Xxxxx

00000

P0001218

Carrols Corporation

Burger King

00 Xxxxx Xxxxxxx Xxxxxx

Xxxxxxxxxxx

00000

P0001221

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

000 Xxxx Xxxxx Xxxx XX

Xxxxx

00000

P0001222

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

0000 Xxxxxxxxxx Xx X

Xxxxx

00000

P0001223

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

0000 Xxxxxxxxxx X

Xxxxx

00000

P0001224

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

0000 Xxxxxxxxx Xxxx X

Xxxxx

00000

P0001225

Capitol Racquet Sports, Inc.

Courthouse Athletic Club

0000 Xxxxx Xxxx X

Xxxxx

00000

P0001226

Carmike Cinemas, Inc.

Carmike Cinemas

0000 X. XxXxxx Xxxx

Xxxx Xxxxx

00000

P0001220

Pike Holding Nursery LLC

Pike Nurseries

0000

Xxxxxxxxxxxxx Xxxxxxx

Xxxxxxx

00000

P0001234

Aspen Education Group, Inc.

Academy of the Sierras

00000 Xxxx 00

Xxxxxxx

00000

P0001235

Aspen Education Group, Inc.

Academy at Swift River

000 Xxxxx Xxxxxx

Xxxxxxxxx x/Xxxxxxxx/Xxxxxxxxxx

00000

II-A-18

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Aspen Education Group, Inc.

New Leaf Academy

0000 X. Xxxxx Xxxx

Xxxxxxxxxxxxxx

00000

P0001237

Aspen Education Group, Inc.

Xxxxxxx Xxxxx School

0000 Xxxxx Xxxxxx

Xxxxxxxxxx

00000

P0001238

Plastech Engineered Products

Manufacturer

0000 Xxxxxxxxxx Xxxxxx Xxxxx

Xxxxxx

00000

P0001239

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theatres

0000 X. 000xx Xxxxxx

Xxxxxxxx Xxxx

00000

P0001240

Xxxxxxxxx Theatres, Inc.

Xxxxxxxxx Theatres

0000 X. Xxxxxxxxxx Xxxx

Xxxxxxxx

00000

P0001241

PamCo. Inc.

Xxxxxx Xxxx

000 Xxxxxxx Xxxxx

Xxxx

00000

P0001242

NPC International, Inc.

Pizza Hut

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx

00000

P0001243

Q’s Restaurant Group

Cheddar’s Casual Café

00000 Xxxxxxxx Xxxxxxxxx

Xxxxxxx

00000

P0001244

Formed Fiber Technologies

Manufacturing

0000 Xxxxxxxx Xxxxx

Xxxxxx

00000

P0001245

Aspen Education Group, Inc.

Mount Bachelor Academy

00000 X.X. Xxxxxx Xxxxxxx

Xxxxxxxxxx

00000

P0001247

Automotive Remarketing Group, Inc.

Auto/RV Auctions

00000 Xxx Xxxxx Xxxx

Xxxxxxxxxxxx

00000

P0001248

Automotive Remarketing Group, Inc.

Auto/RV Auctions

0000 X. Xxxxxxx Xxxxx

Xxxxx

00000

P0001249

Automotive Remarketing Group, Inc.

Auto/RV Auctions

0000 Xxxxx Xxx 000

Xxxxxxxxxx

00000

P0001250

Créme de la Créme

000 Xxxxxxx Xxxx

Xxxxxxxx

00000

P0001252

Hardee’s Foods Systems, Inc.

Hardee’s

0000 Xxxxxxxxxx Xxxxxxxxx

Xxxx Xxxxxxx

00000

P0001253

Hardee’s Foods Systems, Inc.

Hardee’s

000 X. Xxxxxx Xxxxxx

Xxxxxx

00000

P0001254

Heartland Food Corp.

Burger King

000 X. Xxxxxxx Xxxx

Xxxxxxxx

00000

P0001255

Heartland Food Corp.

Burger King

000 X. Xxxxxxxx Xx

Xxxxxxx

00000

P0001256

Heartland Food Corp.

Burger King

00000 Xxxxxxxxxx Xxx

Xxxxxxxxxx

00000

P0001257

Hometown Folks, LLC

Burger King

0000 Xxxxxxx Xxxx

Xxxxxx

00000

P0001258

L & D Foods, Inc.

Wendy’s

0000 Xxxxxx Xxxxxx

Xxxxxxxxxx

00000

P0001259

Arby’s Restaurant Group

Arby’s

0000 Xxxxxxxx Xxx

Xxxxxxxxxxx

00000

II-A-19

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Arby’s Restaurant Group

Arby’s

0000 X. Xxxxxxx Xxxxxx

Xxxxx Xxxxxxxx

00000

P0001262

Arby’s Restaurant Group

Arby’s

00000 Xxxxx

Xxxxxxxx Xxxxxxx

00000

P0001263

Xxxxx & Xxxxx, Inc.

Arby’s

0000 Xxxxxx Xxxx

Xxxx Xxxx

00000

P0001265

Harris Foods

Wendy’s

000 X Xxx Xx

Xxxxxxx

00000

P0001266

Xxxxxx Foods

Wendy’s

0000 Xxxxxxxx Xx

Xxxxxxx

00000

3. Spirit Master Funding III

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Xxxxxx Motors, Inc

Xxxxxx Motors

0000 00xx Xxx. XX

Xxxxx

00000

P0001776

El Chico Restaurants Of America, Inc

El Chico

0000 Xxxxxxx Xxxxxxxxxx

Xxxxxxx Xxxxx

00000

P0001775

El Chico Restaurants Of America, Inc

El Chico

0000 X. Xxxxx Xxxxxx

Xxxxxx

00000

P0001774

El Chico Restaurants Of America, Inc

El Chico

0000 X. Xxxxxxx

Xxxxxxxxx

00000

P0001771

El Chico Restaurants Of America, Inc

El Chico

0000 Xxxxxxxxxx 00

Xxxxxx Xxxx

00000

P0001770

El Chico Restaurants Of America, Inc

El Chico

0000 Xxxxxxxxxxx Xx.

Xxxxxxx

00000

P0001769

El Chico Restaurants Of America, Inc

El Chico

0000 Xxxxxxxxx Xxxxxx

Xxxxxxxxx

00000

P0001768

El Chico Restaurants Of America, Inc

El Chico

0000 X. 00xx Xx.

Xxxxx

00000

P0001767

El Chico Restaurants Of America, Inc

El Chico

000 Xxxxxxx Xx.

Xxxxxxx

00000

P0001766

El Chico Restaurants Of America, Inc

El Chico

000 X. Xxxxxxx Xxx.

Xxxxxxxx

00000

P0001765

El Chico Restaurants Of America, Inc

El Chico

0000 Xxxx Xxx.

Xxxxxxxxxx

00000

P0001764

El Chico Restaurants Of America, Inc

El Chico

0000 X. Xxxxxxx 00

Xxxxxxx

00000

II-A-20

Property

Obligor

Concept

Xxxxxxx

Xxxx

Xxx
Xxxx

X0000000

Santa Fe Cattle Company,
Inc.

Santa Fe Cattle Company

0000 X. Xxxxxxxx

Xxxxxxxx
Xxxx

00000

P0001759

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

Route 000 Xxxxxx
Xxxx

Xxxxxxxxxx

00000

P0001755

Davidson Motor Co

Ford Motor Company

00 Xxxxxxxxxx
Xxxxx

Xxxxxxxxxx

00000

P0001754

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxx Xxxx,
XX

Xxxxxx

00000

P0001753

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxxxxxxx
Xxxx

Xxx Xxxxxx

00000

P0001752

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

000 Xxxxxxxx-
Xxxxxx Xx

Xxxxxxxxxx

00000

P0001751

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxxxxx
Xxxx

Xxxxxx

00000

P0001750

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxxxxxxx
Xxxx

Xxxxxxxxxx

00000

P0001749

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

000 Xxxx
Xxxxxxxx Xxx

Xxxxx

00000

P0001748

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxx Xxxxx
Xxxx

Xxxxx

00000

P0001747

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

00-00 Xxxxxxx
Xxxxx

Xxxxxxxx

00000

P0001746

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxx Xxxxxx

Xxxx

00000

P0001745

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

0000 Xxxxx-
Xxxxxxxx Xx

Xxxxxx

00000

P0001744

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

000 Xxxx Xxxxxx

Xxxxxxxx

00000

P0001743

Unique Ventures Group, Inc.

Xxxxxxx Family Restaurant

00000 Xxxxxxxx
Xxxx Xx

Xxxxxxxxx

00000

P0001742

Unique Ventures Group, Inc.

Perkins Family Restaurant

00 Xxxxxxx Xxxx

Xxxxxxx

00000

P0001741

Unique Ventures Group, Inc.

Perkins Family Restaurant

915 West Main
Street

Grove City

16127

P0001740

Unique Ventures Group, Inc.

Perkins Family Restaurant

20013 Route 19

Cranberry
Twp

16066

P0001739

Unique Ventures Group, Inc.

Perkins Family Restaurant

2714 West Lake
Road

Erie

16505

P0001738

Unique Ventures Group, Inc.

Perkins Family Restaurant

115 Ludlow Street

Warren

16365

P0001737

Unique Ventures Group, Inc.

Perkins Family Restaurant

587 East Main
Street

Canfield

44406

P0001736

Unique Ventures Group, Inc.

Perkins Family Restaurant

1871 Oakland
Avenue

Indiana

15701

P0001735

Unique Ventures Group, Inc.

Perkins Family Restaurant

4334 Buffalo Road

Erie

16510

II-A-21

Property

Obligor

Concept

Address

City

Zip
Code

P0001734

Unique Ventures Group, Inc.

Perkins Family Restaurant

1601 Prospect Road

Ashtabula

44004

P0001733

Unique Ventures Group, Inc.

Perkins Family Restaurant

7175 Engle Road

Middleburg Hts

44130

P0001727

Cornett Hospitality, LLC

Hooters

4627 Williamson Rd NW

Roanoke

24012

P0001726

Cornett Hospitality, LLC

Hooters

6035 Carlisle Pike

Mechanicsburg

17050

P0001725

Mealey’s Furniture Hldgs lnc

Mealey’s Furniture

130 Enterprise Avenue

Morrisville

19067

P0001724

Mealey’s Furniture Hldgs Inc

Mealey’s Furniture

179 Lincoln Highway

Fairless Hills

19030

P0001723

Mealey’s Furniture Hldgs Inc

Mealey’s Furniture

3150 Knights Road

Bensalem

19020

P0001722

Stu Evans Lincoln-Mercury, Lakeside Inc.

Lincoln-Mercury

17500 Hall Rd.

Clinton Township

48038

P0001720

Tacala, LLC

Taco Bell

2491 Keith Street NW

Cleveland

37311

P0001718

Tacala, LLC

Taco Bell

1093 Blowing Rock Rd

Boone

28607

P0001716

Heartland Food Corp

Burger King

2889 New York Street

Aurora

60504

P0001715

Arby’s Restaurant Group, Inc.

Arby’s

17032 N 99th Ave

Sun City

85373

P0001710

Hospitality West, LLC

Pizza Hut

10370 Bennett Rd

Fredonia

14063

P0001709

Hospitality West, LLC

Pizza Hut

37 Center St

Hornell

14843

P0001706

APPLEILLINOIS, LLC

Applebee’s

354 W. Army Trail Road

Bloomingdale

60108

P0001705

APPLEILLINOIS, LLC

Applebee’s

9380 Joliet Road

Hodgkins

60525

P0001704

APPLEILLINOIS, LLC

Applebee’s

400 Town Center

Matteson

60443

P0001703

APPLEILLINOIS, LLC

Applebee’s

125 Randall Road

Elgin

60123

P0001702

APPLEILLINOIS, LLC

Applebee’s

2795 Plainfield Road

Joliet

60435

P0001701

APPLEILLINOIS, LLC

Applebee’s

2411 Sycamore Road

Dekalb

60115

P0001700

APPLEILLINOIS, LLC

Applebee’s

418 E. Rollins Road

Round Lake Beach

60073

P0001699

APPLEILLINOIS, LLC

Applebee’s

6656 W. Grand Avenue

Chicago

60707

P0001697

The Twins Group, Inc.

Taco Bell

501 S. Gilbert

Danville

61832

II-A-22

Property

Obligor

Concept

Address

City

Zip
Code

P0001696

RIO Two, LLC

Burger King

2011 NE Cornell Rd

Hillsboro

97124

P0001695

K-Mac Enterprises Inc

Taco Bell

1348 N. Glenstone

Springfield

65802

P0001694

K-Mac Enterprises Inc

Taco Bell

820 S. Highway 65

Sedalia

65301

P0001693

Ivex Packaging, LLC

Manufacturing

8100 S. 77th Avenue

Bridgeview

60455

P0001692

Ivex Packaging, LLC

Manufacturing

792 Commerce Avenue

New Castle

16101

P0001691

Hometown Folks, LLC

Burger King

250 Dinah Shore Blvd

Winchester

37398

P0001690

Hometown Folks, LLC

Burger King

160 New Highway 68

Sweetwater

37874

P0001688

Arby’s Restaurant Group, Inc.

Arby’s

1630 N. Main St.

North Canton

44720

P0001687

The Twins Group, Inc.

Taco Bell

30 Fiesta Drive

Miamisburg

45342

P0001686

Taco Bueno Restaurants, Inc.

Taco Bueno

1120 Highway 287 N

Mansfield

75006

P0001685

Taco Bueno Restaurants, Inc.

Taco Bueno

445 N. Clark Road

Cedar Hill

75104-2030

P0001684

Famous Recipe Company Operations, Inc

Mrs. Winner’s

3770 E. Shelby Drive

Memphis

38118

P0001683

The Twins Group, Inc.

Taco Bell

654 E. Dixie Drive

West Carrollton

45449

P0001682

The Twins Group, Inc.

Taco Bell

2079 Main Street

Bellefontaine

43311

P0001681

The Twins Group, Inc.

Taco Bell

985 W. Main Street

Tipp City

45371

P0001679

Jack In The Box, Inc

Jack in die Box

2680 Grass Valley Highway

Auburn

95603

P0001676

Diamondback Management, Inc

Tumbleweed

1104 Mutual Way

Appleton

54913

P0001675

Diamondback Management, Inc

Tumbleweed

10950 West Good Hope Road

Milwaukee

53224

P0001674

Goldco, Inc

Burger King

2007 W. Hill Avenue

Valdosta

31601

P0001673

Interfoods Of America, Inc

Popeye’s

3499 W Oakland Park Blvd

Fort Lauderdale

33311

P0001661

Chase Lumber Co Inc

Chase Lumber

17600 E. Smith Road

Aurora

80011

P0001660

Austin-Westran, LLC

Manufacturing

602 E. Blackhawk Drive

Byron

61010

II-A-23

Property

Obligor

Concept

Address

City

Zip
Code

P0001659

K & Y, LLC

Sanford’s

241 South Center

Casper

82601

P0001658

K & Y, LLC

Sanford’s

202 Main Street

Lander

82520

P0001657

K & Y, LLC

Sanford’s

306 7th Street

Rapid City

57701

P0001656

K & Y, LLC

Sanford’s

1526 Oakridge Drive

Ft. Collins

80525

P0001655

K & Y, LLC

Sanford’s

200 Jefferson Street

Ft. Collins

80524

P0001654

K & Y, LLC

Sanford’s

115 E. 17th Street

Cheyenne

82001

P0001653

K & Y, LLC

Sanford’s

401 West Cedar Street

Rawlins

82301

P0001652

K & Y, LLC

Sanford’s

167 14th Street W

Dickinson

58601

P0001651

K & Y, LLC

Humphrey’s

408 W. Juniper

Gillette

82718

P0001650

Express Oil

Express Oil Change

922 9TH Avenue

Bessemer

35020

P0001649

Express Oil

Express Oil Change

136 First Street North

Alabaster

35007

P0001648

Express Oil

Express Oil Change

8400 1st Avenue North

Birmingham

35206

P0001647

Express Oil

Express Oil Change

5101 Oporto-Madrid Blvd

Birmingham

35210

P0001646

Express Oil

Express Oil Change

1479 Montgomery Highway

Birmingham

35216

P0001645

Express Oil

Express Oil Change

1412 Pinson Parkway

Birmingham

35217

P0001644

Express Oil

Express Oil Change

2556 Rocky Ridge Road

Birmingham

35243

P0001643

Express Oil

Express Oil Change

3635 Loma Road

Birmingham

35216

P0001642

Express Oil

Express Oil Change

525 S. Quindard Blvd

Oxford

36203

P0001641

Express Oil

Express Oil Change

2549 Bob Wallace Avenue

Huntsville

35805

P0001640

Express Oil

Express Oil Change

316 Fieldstown Road

Gardendale

35071

P0001639

Express Oil

Express Oil Change

5700 Sanderson Street NW

Huntsville

36830

P0001638

Express Oil

Express Oil Change

11951 Memorial Parkway SW

Huntsville

35803

II-A-24

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001637

Express Oil

Express Oil Change

1554 Montgomery Highway

Birmingham

35216

P0001636

Express Oil

Express Oil Change

5860 Wall-Triana Highway

Madison

35758

P0001635

Express Oil

Express Oil Change

2731 Florence Blvd

Florence

35630

P0001634

Express Oil

Express Oil Change

1855 Opelika Road

Auburn

36830

P0001633

Express Oil

Express Oil Change

3203 Memorial Parkway NW

Huntsville

35810

P0001632

Express Oil

Express Oil Change

1011 6th Avenue SE

Decatur

35601

P0001631

Express Oil

Express Oil Change

8861 Madison Blvd

Madison

35758

P0001630

Express Oil

Express Oil Change

3819 University Drive

Huntsville

35601

P0001629

Express Oil

Express Oil Change

1222 Beltline Road SW

Decatur

35603

P0001628

Express Oil

Express Oil Change

4665 Center Point Road

Pinson

35126

P0001627

ADF Companies

Pizza Hut

95 Broadview Avenue

Warrenton

20186

P0001626

ADF Companies

Pizza Hut

876 N. Main Street

Culpeper

22701

P0001625

ADF Companies

Pizza Hut

1049 West Glebe Road

Alexandria

22305

P0001624

Plastech Frenchtown, Inc.

Manufacturing

2200 Revard Road

Monroe

48162

P0001623

BondCote Corporation

Manufacturing

4090 Pepperell Way

Dublin

24084

P0001622

BondCote Corporation

Manufacturing

509 Burgis Avenue

Pulaski

24301

P0001620

Cornett Hospitality, LLC

Topeka’s Steakhouse ‘N Saloon

4731 Brad McNeer Parkway

Midlothian

23112

P0001619

Cornett Hospitality, LLC

Max & Erma’s

2160 John Rolfe Parkway

Richmond

23233

P0001618

Cornett Hospitality, LLC

Hooters

2401 West Hundred Road

Chester

23831

P0001617

Cornett Hospitality, LLC

Hooters

703 Loucks Road

York

17404

P0001616

Cornett Hospitality, LLC

Hooters

3498 William Penn Highway

Monroeville

15235

II-A-25

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001615

Cornett Hospitality, LLC

Hooters

5615 Maccorkle Avenue SE

Charleston

25304

P0001614

ADF Companies

Pizza Hut

9700 Fort Meade Road

Laurel

20707

P0001613

ADF Companies

Pizza Hut

7623 S. Osborne Road

Upper Marlboro

20772

P0001612

ADF Companies

Pizza Hut

6409 Old Alexandria Ferry Road

Clinton

20735

P0001611

ADF Companies

Pizza Hut

210 S. Seton Avenue

Emmitsburg

21727

P0001610

ADF Companies

Pizza Hut

1821 Wiehle Avenue

Reston

20190

P0001609

ADF Companies

Pizza Hut

9119 Annapolis Road

Lanham

20706

P0001608

ADF Companies

Pizza Hut

205 Frederick Road

Thurmont

21788

P0001607

ADF Companies

Pizza Hut

3319 Superior Lane

Bowie

20715

P0001606

ADF Companies

Pizza Hut

1220 W. Patrick

Frederick

21703

P0001605

ADF Companies

Pizza Hut

9200 New Hampshire Avenue

Silver Spring

20903

P0001604

ADF Companies

Pizza Hut

1396 Dual 40 Highway

Hagerstown

21740

P0001603

ADF Companies

Pizza Hut

24 E. Frederick

Walkersville

21793

P0001602

ADF Companies

Pizza Hut

5420 Urbana Pike

Frederick

21704

P0001601

ADF Companies

Pizza Hut

6422 Sargent Road

Hyattsville

20782

P0001600

AJ Acquisition I, LLC

National Paintball Supply

570 Mantua Blvd.

Sewell

8080

P0001599

Cornett Hospitality, LLC

Topeka’s Steakhouse ‘N Saloon

1776 N. Parham Road

Richmond

23294

P0001598

Cornett Hospitality, LLC

Hooters

1211 Huguenot Road

Midlothian

23113

P0001597

Cornett Hospitality, LLC

Hooters

7912 W. Broad Street

Richmond

23294

P0001584

Automotive Remarketing Group, Inc.

Auto/RV Auctions

1440 FM 3083

Conroe

77301

P0001583

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

713 S. Gloster Street

Tupelo

38801

II-A-26

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001582

Blaylock’s, Inc.

Blaylock’s

5825 Sunset Drive

Foresthill

95631

P0001581

Steve & Barry’s University Sportswear

Steve & Barry’s University Spo

910 SE Military Drive

San Antonio

78214

P0001580

Auto Plex of Lincoln, LLC

Suzuki

6401 N. 28th Street

Lincoln

68508

P0001579

Heartland Food Corp

Burger King

5025 Ramsey St.

Fayetteville

28311

P0001578

Heartland Food Corp

Burger King

1305 S. 5th Street

Mebane

27302

P0001577

Heartland Food Corp

Burger King

101 Commerce Parkway

Garner

27529

P0001576

Steve & Barry’s University Sportswear

Steve & Barry’s University Spo

2401 North Sardis Road

Charlotte

28227

P0001575

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

5625 Richmond Ave

Houston

77057

P0001574

Heartland Food Corp

Burger King

11124 31st St.

Westchester

60154

P0001573

Heartland Food Corp

Burger King

1540 E. Northwest Highway

Palatine

60067

P0001572

PacPizza, LLC

Pizza Hut

201 W. Olive Ave

Turlock

95380

P0001571

Kfc U.S. Properties, Inc.

KFC

2771 E. Lincoln Highway

Coatesville

19320

P0001570

Heartland Food Corp

Burger King

1601 S. Main St.

Lillington

27546

P0001569

Heartland Food Corp

Burger King

2117 Cedar Creek Road

Fayetteville

28301

P0001568

Heartland Food Corp

Burger King

3012 Hope Mills Road

Hope Mills

28348

P0001567

Heartland Food Corp

Burger King

7011 Raeford Road

Fayetteville

28304

P0001566

Heartland Food Corp

Burger King

2790 Hickory Bvld.

Hudson

28638

P0001565

Heartland Food Corp

Burger King

2543 Springs Road NE

Hickory

28601

P0001563

Hardee’s Food Systems, Inc

Hardee’s

101 Princeton Blvd.

Adairsville

30103

P0001559

Tacala, LLC

Taco Bell

4115 Rossville Blvd.

Chattanooga

37407

P0001558

D.b. Concrete Construction, Inc.

D.B. Concrete

10980 Guilford Road

Annapolis Junction

20701

P0001556

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

1770 Ashville Road NE

Leeds

35094

II-A-27

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001555

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

1744 Horal St

San Antonio

78227

P0001554

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

7606 Guilbeau Road

San Antonio

78250

P0001553

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

846 SE Military Drive

San Antonio

78214

P0001552

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

457 W. Broadway Road

Tempe

85282

P0001551

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

7031 San Pedro Ave

San Antonio

78212

P0001550

Southpoint Consolidated, L.P.

Popeye’s Chicken & Biscuits

6127 Callaghan Road

San Antonio

78228

P0001549

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

1515 Garth Brooks Blvd

Yukon

73099

P0001548

ADF Companies

Pizza Hut

1440 Manheim Pike

Lancaster

17601

P0001547

Brandon Overseas, Inc.

Brandon Fine Furniture

597 Glasgow Lane

Tupelo

38801

P0001546

Brandon Overseas, Inc.

Brandon Fine Furniture

8120 Grant Street

Merrillville

46410

P0001545

Brandon Overseas, Inc.

Brandon Fine Furniture

3661 W. Blue Heron Blvd.

West Palm Beach

33404

P0001538

Jeryco Indus Inc.

Jeryco Industries, Inc.

8401 Ambassador Row

Dallas

75247

P0001537

Lawrence Marshall

Auto Dealer -Other

2120 US Highway 75 North

Denison

75020

P0001536

Lawrence Marshall

Toyota

1920 US Highway 75 North

Denison

75020

P0001535

Lawrence Marshall

Nissan

2010 US Highway 75 North

Denison

75020

P0001534

Lawrence Marshall

Honda

2020 US Highway 75 North

Denison

75020

P0001533

Steve & Barry’s University Sportswear

Steve & Barry’s University Spo

853 Broad Street

Sumter

29150

P0001532

Steve & Barry’s University Sportswear

Steve & Barry’s University Spo

913 West Markerview Drive

Champaign

61821

II-A-28

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001531

Automotive Remarketing Group, Inc.

Auto/RV Auctions

219 N. Loop 12

Irving

75067

P0001530

Bob Hurley Ford, LLC

Bob Hurley Ford

745 West 51st Street

Tulsa

74107

P0001351

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

1824 Old Fort Parkway

Murfreesboro

38401

P0001350

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

620 South James Campbell Blvd

Columbia

42102

P0001349

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

247 Three Springs Road

Bowling Green

37027

P0001348

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

7125 Crossroads Blvd

Brentwood

38801

P0001347

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

5020 Academy Lane

Bessemer

73110

P0001346

Santa Fe Cattle Company, Inc.

Santa Fe Cattle Company

760 N. Interstate Drive

Norman

37130

P0001339

Hill Country Furniture Partners, Ltd

Ashley Furniture

1431 FM 1101

New Braunfels

78130

P0001305

Formtech Indus LLC

Manufacturing

2727 W. 14 Mile Road

Royal Oak

48073

P0001304

Formtech Indus LLC

Manufacturing

690 W. Maple Road

Troy

48084

P0001303

Border Foods of Wyoming, LLC

Taco Bell

1812 N. Federal Blvd

Riverton

82501

P0001302

Border Foods of Wyoming, LLC

Taco Bell

2500 E. Lincoln Way

Cheyenne

82001

P0001301

Border Foods of Wyoming, LLC

Taco Bell

2421 Plaza Street

Rawlins

82301

P0001300

Border Foods of Wyoming, LLC

Taco Bell

870 Main Street

Lander

82520

P0001299

Border Foods of Wyoming, LLC

Taco Bell

86 SE Wyoming Blvd

Casper

82609

P0001298

Border Foods of Wyoming, LLC

Taco Bell

2207 17th Street

Cody

82414

P0001297

Border Foods of Wyoming, LLC

Taco Bell

1655 Coffeen Ave

Sheridan

82801

P0001296

Border Foods of Wyoming, LLC

Taco Bell

1729 Dell Range Blvd

Cheyenne

82009

P0001295

Border Foods of Wyoming, LLC

Taco Bell

3340 CY Ave

Casper

82604

P0001294

Border Foods of Wyoming, LLC

Taco Bell

701 E. Boxelder
Road

Gillette

82716

II-A-29

Property
ID

Obligor

Concept

Address

City

Zip
Code

P0001293

Martin’s Restaurant
Systems Inc

Martin’s

6350 Jimmy Carter Blvd

Norcross

30093

P0001292

Martin’s Restaurant
Systems Inc

Martin’s

6220 Mableton Parkway

Mableton

30126

P0001291

Martin’s Restaurant
Systems Inc

Martin’s

2185 Veterans Memorial Hwy

Austell

30168

P0001290

Martin’s Restaurant
Systems Inc

Martin’s

5796 Fairbura Road

Douglassville

30134

P0001289

Martin’s Restaurant
Systems Inc

Martin’s

1215 Powder Springs Road

Marietta

30064

P0001288

Martin’s Restaurant
Systems Inc

Martin’s

3866 Atlanta Highway

Hiram

30141

P0001287

Martin’s Restaurant
Systems Inc

Martin’s

7200 Jonesboro Road

Morrow

30260

P0001286

Martin’s Restaurant
Systems Inc

Martin’s

3721 Floyd Road

Floyd

30106

P0001285

Martin’s Restaurant
Systems Inc

Martin’s

1214 West Avenue

Cartersville

30120

P0001284

Martin’s Restaurant
Systems Inc

Martin’s

612 Bankhead Highway

Carrollton

30117

P0001283

Martin’s Restaurant
Systems Inc

Martin’s

1100 Highway 78 West

Villa Rica

30180

P0001282

Martin’s Restaurant
Systems Inc

Martin’s

896 Joe Frank Harris Pkwy

Cartersville

30121

P0001281

Martin’s Restaurant
Systems Inc

Martin’s

5222 Floyd Road

Mableton

30126

P0001280

Martin’s Restaurant
Systems Inc

Martin’s

3440 Highway 5

Douglassville

30135

P0001279

Martin’s Restaurant
Systems Inc

Martin’s

2005 Cobb Parkway NW

Kennesaw

30152

P0001273

ADF Companies

Pizza Hut

4401 Deny Street

Harrisburg

17111

P0001272

ADF Companies

Pizza Hut

4483 N. Front Street

Harrisburg

17110

P0001271

ADF Companies

Pizza Hut

10 Sporting Green Drive

Mechanicsburg

17050

P0001270

ADF Companies

Pizza Hut

732 E. Cumberland Street

Lebanon

17042

P0001269

ADF Companies

Pizza Hut

5275 Devonshire Road

Harrisburg

17112

P0001268

ADF Companies

Pizza Hut

320 N. Reading Road

Ephrata

17522

P0001267

ADF Companies

Pizza Hut

145 Sheraton Drive

New Cumberland

17070

II-A-30

SCHEDULE II

PROPERTY EXCEPTIONS

1. Spirit Master Funding

(1) For the following properties, there are are pending lawsuits with respect to the Tenant under the Leases or Borrower under the Mortgage Loans which would materially affect the value of the Lease or Mortgaged Property

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000900

Barnhills Buffet

625 18th Avenue
North

Columbus

39701

Slip and fall

P0000980

Pilgrim’s Pride

3330 Woodrow
Wilson Drive

Jackson

39209

Foreclosure
litigation related to
improvements
completed prior to
Issuer’s purchase

(p) For the following property, there are partial or total condemnation proceedings

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P000440

RTM

2501 Mayport
Rd

Jacksonville

32233-2801

Partial
condemnation

(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
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000047

Flying J Travel Plaza

950 State
Road 206
West

Saint
Augustine

32086

The property and
liability insurance

provider,
TransAssurance,
Inc., is
rated B+III

by Best.

III-1

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000048

Flying J Travel Plaza

10226 Old
Federal Highway

Carnesville

30521

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

by Best.

P0000049

Flying J Travel Plaza

5300 S SR 3

Spiceland

47385

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

by Best.

P0000050

Flying J Travel Plaza

15236 State
Route 180

Catlettsburg

41129-9211

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

by Best.

(s) For the following property, there are continued monitoring of remediation activities and responding to state agency inquiries regarding the same:

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000047

Flying J Travel Plaza

950 State Road
206 West

Saint
Augustine

32086

There are continued
monitoring of
remediation
activities and
responding to state
agency inquiries
regarding the same

(hh) For the following property, there is damage that would materially affect the value of the Lease or Mortgaged Property:

III-2

Property
ID

Asset/
Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P000913

Grand
Canyon
University

3300 W.
Camelback Road

Phoenix

85017

1 building with fire
damage, tenant
current working
with insurance
company

2. Spirit Master Funding II

(k) For the following property, there are bankruptcy or incolvency proceedings:

Property
ID

Asset/
Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000335

Black
Angus

7606
W. Bell
Road

Glendale

85308

Bankruptcy plan has
been confirmed and
the lease has been
accepted

(p) For the following properties, there are partial or total condemnation proceedings:

Property
ID

Asset/
Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P001119

Fazoli’s

498 SE State
Route 291

Lees
Summit

64063

Partial
condemnation

P0001226

Carmike
Cinemas

3930 E. DuPont
Road

Fort
Wayne

46825

Partial
condemnation

(v(5)) For the following properties, there are continuing construction/improvement obligations:

Property
ID

Asset/Property
Name

Address

City

Zip Code

Clarification /Other
Issues

P0001234

Aspen Education

42675 Road 44

Reedley,
CA
93654

93654

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

III-3

P0001235

Aspen Education

151 South Street

Cummington,

MA 01026

01026

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

P0001236

Aspen Education

2075 N. Rugby
Road

Hendersonville,

NC 28791

28791

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

P0001237

Aspen Education

2595 Depot St.

Manchester

Center, VT

05255

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

(dd) For the following property, there is a Ground Lease:

Property

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0000872

Camelback Ski Mountain

#1 Camelback

Road

Tannersville

18372

Does not meet
representations of
section 1(ss)

(hh) For the following properties, there is damage that would materially affect the value of the Lease or Mortgaged Property:

Property

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0001059

D-Sea

2816 Magnolia
Ave

Knoxville

37914

Fire damage -to
open within 30
days

III-4

3. Spirit Master Funding III

(t) For the following properties, there is a mechanics lien:

Property

Asset/Property
Name

Address

City

Zip Code

Clarification/Other
Issues

P0001572

PacPizza,

LLC Pizza

Hut

201 W. Olive Ave

Turlock

95380

Mechanics lien in the amount of $821.08

P0001533

Steve &

Barry’s University Sportswear

853 Broad Street

Sumter

29150

Mechanics lien in the amount of $88,700.11

III-5

SCHEDULE III-A

EQUIPMENT LOANS

1. Spirit Master Funding


Property ID	Concept	Address	City	ST	Zip
P0000385	Golden Corral	616 So. Ridge Road Circle	Wichita	KS	67209

P0000386	Golden Corral	2830 W. 18th Avenue	Emporia	KS	66801

E000787	Sky Ventures, LLC	Multiple properties

2. Spirit Master Funding II


Property ID	Concept	Address	City	ST	Zip
E000838	Camelback Ski Resort	1 Camelback Road	Tannersville	PA	18372

3. Spirit Master Funding III


Property ID	Concept	Address	City	ST	Zip
E001399	Stu Evans Lincoln- Mercury, Lakeside Inc.	17500 Hall Rd.	Clinton Township	MI	48038
E001300	Santa Fe Cattle Company, Inc.	7125 Crossroads Blvd	Brentwood	TN	37027
E001242	Border Foods of Wyoming, LLC	701 E. Boxelder Road	Gillette	WY	82716

III-1

SCHEDULE III

EQUIPMENT LOAN EXCEPTIONS

1. Spirit Master Funding

None.

2. Spirit Master Funding II

None.

3. Spirit Master Funding III

None.

SCHEDULE IV

AMORTIZATION SCHEDULE


	Scheduled Series		Scheduled Series		Scheduled Series
Date	2007-1 Balance		2006-1 Balance		2005-1 Balance
Series Closing Date		350,300,000		296,447,000		427,935,000
4/20/2007		349,951,000		295,985,000		427,231,000
5/20/2007		349,601,000		295,520,000		426,524,000
6/20/2007		349,249,000		295,053,000		425,813,000
7/20/2007		348,895,000		294,584,000		425,099,000
8/20/2007		348,539,000		294,112,000		424,381,000
9/20/2007		348,181,000		293,638,000		423,660,000
10/20/2007		347,822,000		293,162,000		422,935,000
11/20/2007		347,461,000		292,683,000		422,206,000
12/20/2007		347,098,000		292,202,000		421,474,000
1/20/2008		346,733,000		291,718,000		420,738,000
2/20/2008		346,367,000		291,232,000		419,999,000
3/20/2008		345,998,000		290,744,000		419,255,000
4/20/2008		345,628,000		290,253,000		418,508,000
5/20/2008		345,256,000		289,759,000		417,758,000
6/20/2008		344,882,000		289,263,000		417,003,000
7/20/2008		344,506,000		288,765,000		416,245,000
8/20/2008		344,128,000		288,264,000		415,483,000
9/20/2008		343,749,000		287,761,000		414,717,000
10/20/2008		343,367,000		287,255,000		413,947,000
11/20/2008		342,984,000		286,747,000		413,174,000
12/20/2008		342,599,000		286,236,000		412,397,000
1/20/2009		342,212,000		285,723,000		411,615,000
2/20/2009		341,822,000		285,207,000		410,830,000
3/20/2009		341,431,000		284,688,000		410,041,000
4/20/2009		341,038,000		284,167,000		409,248,000
5/20/2009		340,643,000		283,643,000		408,451,000
6/20/2009		340,246,000		283,117,000		407,650,000
7/20/2009		339,847,000		282,587,000		406,845,000
8/20/2009		339,446,000		282,056,000		406,036,000
9/20/2009		339,043,000		281,521,000		405,223,000
10/20/2009		338,638,000		280,984,000		404,406,000
11/20/2009		338,231,000		280,445,000		403,584,000
12/20/2009		337,822,000		279,902,000		402,759,000
1/20/2010		337,411,000		279,357,000		401,930,000
2/20/2010		336,998,000		278,809,000		401,096,000
3/20/2010		336,582,000		278,259,000		400,258,000
4/20/2010		336,165,000		277,705,000		399,416,000
5/20/2010		335,746,000		277,149,000		398,570,000
6/20/2010		335,324,000		276,590,000		397,720,000
7/20/2010		334,901,000		276,029,000		396,865,000
8/20/2010		334,475,000		275,464,000		396,006,000
9/20/2010		334,047,000		274,897,000		395,143,000
10/20/2010		333,617,000		274,327,000		394,275,000
11/20/2010		333,185,000		273,754,000		393,403,000
12/20/2010		332,751,000		273,178,000		392,527,000
1/20/2011		332,314,000		272,599,000		391,646,000
2/20/2011		331,876,000		272,018,000		390,761,000
3/20/2011		331,435,000		271,433,000		389,872,000
4/20/2011		330,992,000		270,846,000		388,978,000
5/20/2011		330,546,000		270,255,000		388,080,000


	Scheduled Series		Scheduled Series		Scheduled Series
Date	2007-1 Balance		2006-1 Balance		2005-1 Balance
6/20/2011		330,099,000		269,662,000		387,177,000
7/20/2011		329,649,000		269,065,000		386,269,000
8/20/2011		329,197,000		268,466,000		385,357,000
9/20/2011		328,743,000		267,864,000		384,441,000
10/20/2011		328,286,000		267,259,000		383,520,000
11/20/2011		327,828,000		266,650,000		382,594,000
12/20/2011		327,367,000		266,039,000		381,664,000
1/20/2012		326,903,000		265,424,000		380,729,000
2/20/2012		326,437,000		264,807,000		379,789,000
3/20/2012		325,969,000		264,186,000		378,845,000
4/20/2012		325,499,000		263,563,000		377,896,000
5/20/2012		325,026,000		262,936,000		376,942,000
6/20/2012		324,551,000		262,306,000		375,984,000
7/20/2012		324,074,000		261,673,000		375,020,000
8/20/2012		323,594,000		261,036,000		374,052,000
9/20/2012		323,112,000		260,397,000		373,079,000
10/20/2012		322,627,000		259,754,000		372,101,000
11/20/2012		322,140,000		259,109,000		371,119,000
12/20/2012		321,650,000		258,459,000		370,131,000
1/20/2013		321,158,000		257,807,000		369,138,000
2/20/2013		320,664,000		257,152,000		368,141,000
3/20/2013		320,167,000		256,493,000		367,138,000
4/20/2013		319,668,000		255,830,000		366,131,000
5/20/2013		319,166,000		255,165,000		365,118,000
6/20/2013		318,661,000		254,496,000		364,100,000
7/20/2013		318,154,000		253,824,000		363,078,000
8/20/2013		317,645,000		253,149,000		362,050,000
9/20/2013		317,133,000		252,470,000		361,017,000
10/20/2013		316,618,000		251,787,000		359,979,000
11/20/2013		316,101,000		251,102,000		358,935,000
12/20/2013		315,582,000		250,413,000		357,887,000
1/20/2014		315,059,000		249,720,000		356,833,000
2/20/2014		314,534,000		249,024,000		355,774,000
3/20/2014		314,007,000		248,324,000		354,709,000
4/20/2014		313,477,000		247,621,000		353,640,000
5/20/2014		312,944,000		246,915,000		352,564,000
6/20/2014		312,408,000		246,205,000		351,484,000
7/20/2014		311,870,000		245,491,000		350,398,000
8/20/2014		311,329,000		244,774,000		349,307,000
9/20/2014		310,786,000		244,053,000		348,210,000
10/20/2014		310,239,000		243,329,000		347,108,000
11/20/2014		309,690,000		242,601,000		346,000,000
12/20/2014		309,138,000		241,869,000		344,887,000
1/20/2015		308,584,000		241,134,000		343,768,000
2/20/2015		308,027,000		240,395,000		342,644,000
3/20/2015		307,467,000		239,652,000		341,514,000
4/20/2015		306,904,000		238,906,000		340,378,000
5/20/2015		306,338,000		238,156,000		339,237,000
6/20/2015		305,769,000		237,402,000		338,090,000
7/20/2015		305,198,000		236,644,000		336,937,000
8/20/2015		304,624,000		235,883,000		335,778,000
9/20/2015		304,047,000		235,118,000		334,614,000
10/20/2015		303,467,000		234,349,000		333,444,000
11/20/2015		302,884,000		233,576,000		332,268,000


	Scheduled Series		Scheduled Series		Scheduled Series
Date	2007-1 Balance		2006-1 Balance		2005-1 Balance
12/20/2015		302,298,000		232,799,000		331,086,000
1/20/2016		301,709,000		232,019,000		329,898,000
2/20/2016		301,118,000		231,234,000		328,704,000
3/20/2016		300,523,000		230,446,000		327,504,000
4/20/2016		299,925,000		229,653,000		326,298,000
5/20/2016		299,325,000		228,857,000		325,087,000
6/20/2016		298,721,000		228,056,000		323,869,000
7/20/2016		298,115,000		227,252,000		322,645,000
8/20/2016		297,505,000		226,444,000		321,415,000
9/20/2016		296,892,000		225,631,000		320,179,000
10/20/2016		296,276,000		224,815,000		318,936,000
11/20/2016		295,658,000		223,994,000		317,688,000
12/20/2016		295,036,000		223,170,000		316,433,000
1/20/2017		294,411,000		222,341,000		315,172,000
2/20/2017		293,782,000		221,508,000		313,904,000
3/20/2017		293,151,000		220,671,000		312,631,000
4/20/2017		292,517,000		219,830,000		311,351,000
5/20/2017		291,879,000		218,984,000		310,064,000
6/20/2017		291,238,000		218,134,000		308,771,000
7/20/2017		290,594,000		217,280,000		307,472,000
8/20/2017		289,947,000		216,422,000		306,166,000
9/20/2017		289,296,000		215,560,000		304,853,000
10/20/2017		288,643,000		214,693,000		303,534,000
11/20/2017		287,986,000		213,822,000		302,209,000
12/20/2017		287,325,000		212,946,000		300,877,000
1/20/2018		286,662,000		212,066,000		299,538,000
2/20/2018		285,995,000		211,182,000		298,192,000
3/20/2018		285,325,000		210,293,000		296,840,000
4/20/2018		284,651,000		209,400,000		295,481,000
5/20/2018		283,974,000		208,502,000		294,115,000
6/20/2018		283,294,000		207,600,000		292,742,000
7/20/2018		282,610,000		206,694,000		291,363,000
8/20/2018		281,923,000		205,782,000		289,976,000
9/20/2018		281,232,000		204,867,000		288,583,000
10/20/2018		280,538,000		203,946,000		287,183,000
11/20/2018		279,840,000		203,022,000		285,775,000
12/20/2018		279,139,000		202,092,000		284,361,000
1/20/2019		278,435,000		201,158,000		282,939,000
2/20/2019		277,727,000		200,219,000		281,511,000
3/20/2019		277,015,000		199,276,000		280,075,000
4/20/2019		276,300,000		198,327,000		278,632,000
5/20/2019		275,581,000		197,374,000		277,182,000
6/20/2019		274,859,000		196,417,000		275,725,000
7/20/2019		274,133,000		195,454,000		274,260,000
8/20/2019		273,404,000		194,487,000		272,788,000
9/20/2019		272,670,000		193,514,000		271,309,000
10/20/2019		271,934,000		192,537,000		269,822,000
11/20/2019		271,193,000		191,555,000		268,328,000
12/20/2019		270,449,000		190,569,000		266,826,000
1/20/2020		269,701,000		189,577,000		265,317,000
2/20/2020		268,949,000		188,580,000		263,800,000
3/20/2020		268,194,000		187,578,000		262,276,000
4/20/2020		267,434,000		186,572,000		260,744,000
5/20/2020		266,671,000		185,560,000		259,205,000


	Scheduled Series		Scheduled Series		Scheduled Series
Date	2007-1 Balance		2006-1 Balance		2005-1 Balance
6/20/2020		265,904,000		184,543,000		257,658,000
7/20/2020		265,134,000		183,521,000		—
8/20/2020		264,359,000		182,494,000
9/20/2020		263,581,000		181,462,000
10/20/2020		262,798,000		180,425,000
11/20/2020		262,012,000		179,382,000
12/20/2020		261,222,000		178,334,000
1/20/2021		260,428,000		177,281,000
2/20/2021		259,630,000		176,223,000
3/20/2021		258,828,000		—
4/20/2021		258,022,000
5/20/2021		257,211,000
6/20/2021		256,397,000
7/20/2021		255,579,000
8/20/2021		254,757,000
9/20/2021		253,930,000
10/20/2021		253,100,000
11/20/2021		252,265,000
12/20/2021		251,426,000
1/20/2022		250,583,000
2/20/2022		249,736,000
3/20/2022		—

Document Metadata

Table of Contents

SPIRIT MASTER FUNDING, LLC an Issuer, SPIRIT MASTER FUNDING II, LLC an Issuer, SPIRIT MASTER FUNDING III, LLC an Issuer and CITIBANK, N.A. Indenture Trustee SERIES 2007-1 SUPPLEMENT Dated as of March 29, 2007 To AMENDED AND RESTATED MASTER INDENTURE...

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