Exhibit 10.1


 


EXECUTION COPY


 




 





 


SPIRIT MASTER FUNDING, LLC


 


as Issuer,


 


and


 


EACH JOINING PARTY

each, as Issuer,


 


SPIRIT FINANCE CORPORATION

as Property Manager and Special Servicer


 


and


 


MIDLAND LOAN SERVICES, INC.

as Back-Up Manager


 


 






 


AMENDED AND RESTATED

PROPERTY MANAGEMENT AND SERVICING AGREEMENT


 


Dated as of March 17, 2006


 






 


Net-Lease Mortgage Notes


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS 1

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Defined
  Terms

  	
  1

  
	
  Section 1.02.

  	
  Other
  Definitional Provisions

  	
  28

  
	
  Section 1.03.

  	
  Certain
  Calculations in Respect of the Leases and the Mortgage Loans

  	
  29

  
	
  Section 1.04.

  	
  Fee
  Calculations; Interest Calculations

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  REPRESENTATIONS AND WARRANTIES; RECORDINGS AND FILINGS; BOOKS AND RECORDS;
  DEFECT, BREACH, CURE, REPURCHASE AND SUBSTITUTION; FINANCIAL COVENANTS

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Representations
  and Warranties of Spirit Finance and the Back-Up Manager

  	
  31

  
	
  Section 2.02.

  	
  Representations
  and Warranties of the Issuers

  	
  34

  
	
  Section 2.03.

  	
  Recordings
  and Filings; Books and Records

  	
  35

  
	
  Section 2.04.

  	
  Repurchase
  or Transfer for Collateral Defects and Breaches of Representations and
  Warranties

  	
  37

  
	
  Section 2.05.

  	
  Non-Petition
  Agreement

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGED PROPERTIES
  AND LEASES

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Administration
  of the Mortgaged Properties, Leases and Mortgage Loans

  	
  40

  
	
  Section 3.02.

  	
  Collection
  of Lease Payments and Loan Payments; Lockbox Accounts; Lockbox Transfer
  Accounts

  	
  41

  
	
  Section 3.03.

  	
  Collection
  of Real Estate Taxes and Insurance Premiums; Servicing Accounts; Property
  Protection Advances; Emergency Property Expenses

  	
  42

  
	
  Section 3.04.

  	
  Collection
  Account; Release Account

  	
  46

  
	
  Section 3.05.

  	
  Withdrawals
  From the Collection Account and the Release Account

  	
  48

  
	
  Section 3.06.

  	
  Investment
  of Funds in the Collection Account and the Release Account

  	
  49

  
	
  Section 3.07.

  	
  Maintenance
  of Insurance Policies; Errors and Omissions and Fidelity Coverage

  	
  50

  
	
  Section 3.08.

  	
  Enforcement
  of Alienation Clauses; Consent to Assignment

  	
  53

  
	
  Section 3.09.

  	
  Realization
  Upon Specially Serviced Assets

  	
  54

  
	
  Section 3.10.

  	
  Issuers,
  Custodian and Indenture Trustee to Cooperate; Release of Lease Files and Loan
  Files

  	
  57

  
	
  Section 3.11.

  	
  Servicing
  Compensation; Interest on Property Protection Advances

  	
  58

  
	
  Section 3.12.

  	
  Property
  Inspections; Collection of Financial Statements; Delivery of Certain Reports

  	
  61

  
	
  Section 3.13.

  	
  Annual
  Statement as to Compliance

  	
  62

  



 

















 


	
  Section 3.14.

  	
  Reports
  by Independent Public Accountants

  	
  63

  
	
  Section 3.15.

  	
  Access
  to Certain Information; Delivery of Certain Information

  	
  63

  
	
  Section 3.16.

  	
  Appraisals
  After a Property Protection Event; Title to REO Property

  	
  63

  
	
  Section 3.17.

  	
  Management
  of REO Properties and Mortgaged Properties relating to Defaulted Assets

  	
  64

  
	
  Section 3.18.

  	
  Sale
  and Exchange of Mortgage Loans, Leases and Mortgaged Properties

  	
  65

  
	
  Section 3.19.

  	
  Modifications,
  Waivers, Amendments and Consents

  	
  66

  
	
  Section 3.20.

  	
  Transfer
  of Servicing Between Property Manager and Special Servicer; Record Keeping

  	
  68

  
	
  Section 3.21.

  	
  Sub-Management
  Agreements

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV REPORTS

  	
  71

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Reports
  to the Issuers, the Indenture Trustee and the Insurers

  	
  71

  
	
  Section 4.02.

  	
  Use of
  Agents

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE V THE PROPERTY MANAGER AND THE SPECIAL SERVICER

  	
  72

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Liability
  of the Property Manager and the Special Servicer

  	
  72

  
	
  Section 5.02.

  	
  Merger,
  Consolidation or Conversion of the Property Manager and the Special Servicer

  	
  72

  
	
  Section 5.03.

  	
  Limitation
  on Liability of the Property Manager, the Special Servicer and the Back-Up
  Manager; Environmental Liabilities

  	
  73

  
	
  Section 5.04.

  	
  Term
  of Service; Property Manager and Special Servicer Not to Resign

  	
  74

  
	
  Section 5.05.

  	
  Rights
  of Certain Persons in Respect of the Property Manager and the Special
  Servicer

  	
  76

  
	
  Section 5.06.

  	
  [Reserved].

  	
  76

  
	
  Section 5.07.

  	
  Property
  Manager or Special Servicer as Owner of Notes

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI SERVICER REPLACEMENT EVENTS

  	
  77

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Servicer
  Replacement Events

  	
  77

  
	
  Section 6.02.

  	
  Back-Up
  Manager

  	
  81

  
	
  Section 6.03.

  	
  Additional
  Remedies of the Issuers and the Indenture Trustee upon a Servicer Replacement
  Event

  	
  82

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  TRANSFERS AND EXCHANGES OF MORTGAGED PROPERTIES AND MORTGAGE LOANS BY THE
  APPLICABLE ISSUERS; RELEASE OF MORTGAGED PROPERTIES AND MORTGAGE LOANS BY THE
  APPLICABLE ISSUERS

  	
  83

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Released
  Mortgage Loans and Released Mortgaged Properties

  	
  83

  
	
  Section 7.02.

  	
  Third
  Party Purchase Options; Release of Mortgaged Properties to Affiliates under
  Defaulted or Delinquent Assets; Other Sales or Exchanges

  	
  85

  
	
  Section 7.03.

  	
  Transfer
  of Lease to New Mortgaged Property

  	
  86

  



 

















 


	
  ARTICLE VIII TERMINATION

  	
  87

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Termination
  Upon Repurchase or Liquidation of All Mortgaged Properties or Discharge of
  Indenture

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX MISCELLANEOUS PROVISIONS

  	
  87

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Amendment

  	
  87

  
	
  Section 9.02.

  	
  Counterparts

  	
  87

  
	
  Section 9.03.

  	
  GOVERNING
  LAW

  	
  87

  
	
  Section 9.04.

  	
  Notices

  	
  88

  
	
  Section 9.05.

  	
  Severability
  of Provisions

  	
  89

  
	
  Section 9.06.

  	
  Effect
  of Headings and Table of Contents

  	
  89

  
	
  Section 9.07.

  	
  Notices
  to Insurers and Rating Agencies

  	
  89

  
	
  Section 9.08.

  	
  Successors
  and Assigns: Beneficiaries

  	
  90

  
	
  Section 9.09.

  	
  Complete
  Agreement

  	
  90

  
	
  Section 9.10.

  	
  Certain
  Rights of Insurers; Insurer Default

  	
  90

  
	
  Section 9.11.

  	
  Consent
  to Jurisdiction

  	
  91

  
	
  Section 9.12.

  	
  No
  Proceedings

  	
  91

  



 

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
   

  	
  MORTGAGED PROPERTY SCHEDULE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-2

  	
   

  	
  MORTGAGE LOAN SCHEDULE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  FORM OF REQUEST FOR RELEASE — PROPERTY MANAGER

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  FORM OF REQUEST FOR RELEASE — SPECIAL SERVICER

  
	
   

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
  FORM OF LIMITED POWERS OF ATTORNEY FROM ISSUER
  OR INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT E

  	
   

  	
  CALCULATION OF FIXED CHARGE COVERAGE RATIOS

  
	
   

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
  FORM OF DETERMINATION DATE REPORT

  
	
   

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
  FORM OF JOINDER AGREEMENT

  
	
   

  	
   

  	
   

  
	
  EXHIBIT H

  	
   

  	
  SCHEDULE OF MORTGAGE LOANS AND LEASES SUBJECT
  TO INSURER NOTICE AND CONSENT

  
	
   

  	
   

  	
   

  
	
  EXHIBIT I

  	
   

  	
  INDENTURE

  



 

















 


This AMENDED AND RESTATED PROPERTY MANAGEMENT AND
SERVICING AGREEMENT, dated as of March 17, 2006 (this “Agreement”), is
made among Spirit Master Funding, LLC, as an issuer (an “Issuer”), each Joining Party, each as an issuer (each,
an “Issuer”), Spirit Finance
Corporation (“Spirit Finance”), as property
manager and special servicer (together with its successors in such capacities,
the “Property Manager”
and “Special Servicer,”
respectively), and Midland Loan Services, Inc., as Back-Up Manager
(together with its successors in such capacity, the “Back-Up
Manager”).


 


PRELIMINARY STATEMENT


 


As of each Series Closing Date, the Issuers own
the Mortgaged Properties and related Leases as indicated on Exhibit A-1
and the Mortgage Loans as indicated on Exhibit A-2. Spirit Finance
has agreed to provide property management services with respect to the
Mortgaged Properties and to service the Leases and the Mortgage Loans. Upon the
issuance of each Series of Notes under the Indenture, each of the Issuers
will pledge its right, title and interest in and to the Mortgaged Properties,
Leases and Mortgage Loans owned by it to the Indenture Trustee as security for
the indebtedness evidenced by the Indenture and each Series of Notes
issued under the Indenture and for payment of amounts owed to each respective Insurer
under each Insurance Agreement and the Indenture.


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.                                     Defined Terms.


 


Whenever used in this Agreement, including in the
Preliminary Statement, the words and phrases set forth below, unless the
context otherwise requires, shall have the meanings specified in this Section 1.01.
Capitalized terms used in this Agreement, including the Preliminary Statement,
and not defined herein, unless the context otherwise requires, shall have the
respective meanings specified in Section 1.01 of the Indenture (as defined
below).


 


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


 


“Account Control Agreement”:
An agreement with respect to a deposit account or a securities account, in form and
substance satisfactory to each Insurer and the Indenture Trustee, pursuant to
which the institution at which such account is maintained agrees to follow the
instructions or entitlement orders, as the case may be, of the Indenture
Trustee with respect thereto.


 


“Additional
Servicing Compensation”: 
Property Manager Additional Servicing Compensation and Special Servicer
Additional Servicing Compensation.


 

















 


“Advance
Interest”:  Interest
accrued on any Property Protection Advance at the Reimbursement Rate and
payable to the Property Manager or the Back-Up Manager, as the case may be,
each in accordance with Section 3.11(e).


 


“Affiliate”:  With respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agreement”:  This Amended and Restated Property Management
and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Aggregate Collateral Value”:  On any date of determination, the sum of the
Collateral Values of the Mortgage Loans and Mortgaged Properties (that do not
otherwise secure Mortgage Loans) that are included in the Collateral Pool.


 


“Aggregate Note Principal Balance”:  For any date of determination and any Series,
the sum of the Class Principal Balances of each Class of Notes of
such Series.


 


“Aggregate Series Principal
Balance”:  On any date of
determination, the sum of the Aggregate Note Principal Balances of each Series,
in each case after giving effect to any payments of principal on such date.


 


“Allocated Collateral
Amount”:  For any Mortgage
Loan or Mortgaged Property (that does not otherwise secure a Mortgage Loan) at
any time, the product of (i) the Collateral Value of such Mortgage Loan or
Mortgaged Property, as applicable, multiplied by (ii) a fraction, the
numerator of which is the Aggregate Series Principal Balance at such time and
the denominator of which is the Aggregate Collateral Value.


 


“Appraised
Value”:  For any Mortgaged
Property included in the Collateral Pool or securing a Mortgage Loan included
in the Collateral Pool as of a Series Closing Date, an appraised value
determined pursuant to an independent MAI appraisal in accordance with the Uniform Standards
of Professional Appraisal Practice and which takes into account the leased fee
value of the related buildings and land of such Mortgaged Property, consistent
with industry standards, and excludes the value of equipment and other tangible
personal property and business enterprise value, and (1) with respect to
any Mortgage Loan included in the Collateral Pool as of such Series Closing
Date, is the most recent full narrative (complete summary) or limited scope
(limited restricted) MAI appraisal obtained by the Property Manager with
respect to the related Mortgaged Property, (2) with respect to any
Mortgaged Property included in the Collateral Pool as of such Series Closing
Date, is the most recent full narrative (complete summary) or limited scope (limited
restricted) MAI appraisal obtained by the Property Manager with respect to such
Mortgaged Property, (3) with respect to any Qualified Substitute Mortgage
Loan or Qualified Substitute Mortgaged Property, is either (a) a full
narrative (complete summary) MAI appraisal or (b) with respect to a
related Mortgaged Property operated within the Restaurant Business Sector (as
defined in the Indenture), a limited scope (limited restricted) MAI appraisal
obtained


 


2

















 


within 12 months prior to the date such Qualified
Substitute Mortgage Loan or Qualified Substitute Mortgaged Property is pledged
as part of the Collateral Pool, or (4) at any time subsequent to such
Series Closing Date, in accordance with the Servicing Standard, the
Property Manager or Special Servicer determines that obtaining a new Appraised
Value is necessary, a full narrative (complete summary) or, with respect to a
related Mortgaged Property operated within the Restaurant Business Sector, limited
scope (limited restricted) MAI appraisal obtained by the Property Manager or
the Special Servicer with respect to such Mortgaged Property.


 


“Asset File”:  A Loan File or a Lease File, as the context
requires.


 


“Assignment of Leases”:  With respect to any Mortgage Loan, any
assignment of leases, rents and profits or similar document or instrument
executed by the Borrower in connection with the origination or subsequent
modification or amendment of the related Mortgage Loan.


 


“Authorized Officer”:
With respect to an Issuer, any person who is authorized to act for such Issuer
and who is identified on the list delivered by such Issuer to the Indenture
Trustee on each Series Closing Date (as such list may be modified or
supplemented from time to time thereafter). With respect to an Insurer, the
president, any vice president, or any other officer customarily performing
functions similar to those performed by the persons who at the time shall be
such officers.


 


“Available
Amount”:  The Available
Amount on any Payment Date will consist of the aggregate of all amounts
received in respect of the Collateral Pool during the immediately preceding
Collection Period and on deposit in the Collection Account on the immediately
preceding Determination Date, including amounts earned, if any, on the
investment of funds on deposit in the Collection Account and the Release
Account during the immediately preceding Collection Period, Unscheduled
Proceeds, amounts received on account of payments under any Guaranties, and any
amounts received on account of payments under the Performance Undertakings and
the Environmental Indemnity Agreements, and upon the termination of any Sweep
Period, any amounts released from the Cashflow Coverage Reserve Account, but
excluding (i) amounts on deposit in the Release Account and not
transferred to the Collection Account for such Payment Date, (ii) the
amount of any collections allocated to Companion Loans, if any, as provided in
the applicable Pari Passu Co-Lender Agreements, (iii) the amount of any
Additional Servicing Compensation, (iv) amounts received on account of
Excess Cashflow (so long as no Early Amortization Event has occurred and is
continuing), (v) amounts withdrawn from the Collection Account to reimburse
the Property Manager or the Back-Up Manager, as applicable, for any
unreimbursed Property Protection Advances (plus Advance Interest thereon) and
to pay the Property Management Fee, the Back-Up Fee, any Special Servicing Fee,
Workout Fees or Liquidation Fees and any Emergency Property Expenses, (vi) amounts
required to be paid by the applicable Issuer as the lessor under the related Leases
in respect of sales taxes, (vii) any amount received from a Tenant or Borrower
as reimbursement for any cost paid by or on behalf of the applicable Issuer as
lessor or lender under a related Lease or Mortgage Loan, as applicable, and (viii) any
amounts collected by or on behalf of the Issuer and held in escrow or impound
as lender or lessor to pay future obligations due under a Mortgage Loan or
Lease, as applicable.


 


3

















 


“Average Cashflow Coverage
Ratio”:  On any date of
determination, the average of the Cashflow Coverage Ratios for the
Determination Dates for the Collection Period most recently ended and each of
the two Collection Periods immediately preceding such Collection Period; provided,
however, that until the occurrence of the third Determination Date after
the most recent Series Closing Date, the Average Cashflow Coverage Ratio
shall be the average of the Cashflow Coverage Ratios for the Determination
Dates for all Collection Periods ended since such Series Closing Date.


 


“Back-Up Fee”:  With respect to each Mortgage Loan and each
Lease, the fee payable to the Back-Up Manager pursuant to Section 3.11(h).


 


“Back-Up Fee Rate”:  With respect to each Mortgage Loan and each
Mortgaged Property, a fixed percentage rate equal to 0.005% per annum.


 


“Back-Up Manager”:  Midland Loan Services, Inc., a Delaware
corporation, or its successor in interest.


 


“Back-Up Servicing Transfer Date”:  As defined in Section 6.02(b).


 


“Balloon Loan”:  Mortgage Loans which have substantial
payments of principal due at their stated maturities.


 


“Bankruptcy
Code”:  The federal
Bankruptcy Code of 1978, Title 11 of the United States Code, as amended from
time to time.


 


“Borrower”:  The obligor or obligors on a Mortgage Note,
including any Person that has acquired the related Collateral and assumed the
obligations of the original Obligor under the Mortgage Note.


 


“Business
Day”:  Any day other than
a Saturday, a Sunday or a day on which banking institutions are authorized or
obligated by law or executive order to remain closed in New York, New York,
Scottsdale, Arizona, or any other city in which is located the principal office
of an Issuer, the Primary Servicing Office of the Property Manager or the
Special Servicer or the Indenture Trustee’s Office.


 


“Cashflow Coverage Ratio”:  With respect to any Determination Date and
the Collateral Pool, the ratio, expressed as a fraction, the numerator of which
is the sum of the Monthly Loan Payments and the Monthly Lease Payments received
during the Collection Period ending on the related Determination Date, plus any
income earned from the investment of funds on deposit in the Collection Account
and the Release Account in Permitted Investments during the immediately
preceding Collection Period, plus any net payments due to any Issuer under the
applicable hedge agreements for any Series of Notes for the related
Payment Date and received during the Collection Period ending on the related
Determination Date, and the denominator of which is the Total Debt Service for
such Determination Date.


 


“Cashflow Coverage Reserve
Account”:  As defined in
the Indenture.


 


4

















 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended.


 


“Change of Control”:
Either the acquisition of the beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of 35% or more of the common stock of Spirit Finance by a
single Person or group of related Persons or the sale of all or substantially
all of the assets of Spirit Finance.


 


“Class Principal
Balance”:  As defined in
the Indenture.


 


“Code”:  The Internal Revenue Code of 1986, as
amended.


 


“Collateral”:
As defined in the Indenture.


 


“Collateral Agent”:  As defined in the Indenture.


 


“Collateral Defect”:  As defined in Section 2.04(a).


 


“Collateral Pool”:  As defined in the Indenture.


 


“Collateral Value”:  As defined in the Indenture.


 


“Collection
Account”:  The segregated
account or accounts created and maintained by the Property Manager in the name
of the Indenture Trustee, held on behalf of the Noteholders, for the collection
of payments on the Mortgage Loans and Leases.


 


“Collection Account
Agreement”:  As defined in
Section 3.04(a).


 


“Collection Account Bank”:  As defined in Section 3.04(a).


 


“Collection
Period”:  With respect to
any Payment Date, the period commencing immediately after the Determination
Date in the month preceding the month in which such Payment Date occurs (or, in
the case of the initial Payment Date with respect to any Series of Notes,
commencing on the applicable Series Closing Date) and ending with the
Determination Date related to such Payment Date.


 


“Companion
Loans”:  A mortgage loan secured by a Mortgaged Property held, on a pari passu basis with the applicable Issuer, by parties
other than such Issuer.


 


“Condemnation
Proceeds”:  All proceeds
received in connection with the condemnation of, or granting an easement on,
any Mortgaged Property other than proceeds applied to the restoration of such
Mortgaged Property or released to the related Tenant or Borrower in accordance
with the Servicing Standard.


 


“Control
Person”:  With respect to
any Person, anyone that constitutes a “controlling person” of such Person
within the meaning of the Securities Act of 1933, as amended.


 


5

















 


“Controlling Party”:  As defined in the Indenture.


 


“Corrected
Lease”:  Any Lease that
had been a Specially Serviced Lease but with respect to which (a) as of
the date of determination, no circumstance identified in clauses (a) through
(e) of the definition of the term “Specially Serviced Lease” then exists
and (b) one or more of the following as are applicable occur:


 


(i)                                     with
respect to the circumstances described in clause (a) of the definition of
the term “Specially Serviced Lease”, the related Tenant has made three
consecutive full and timely Monthly Lease Payments under the terms of such
Lease (as such terms may be changed or modified in connection with a
bankruptcy or similar proceeding involving the related Tenant or by reason of a
modification, waiver or amendment granted or agreed to by the Special Servicer)
or such Lease has been terminated and the related Mortgaged Property has been
re-leased;


 


(ii)                                  with
respect to the circumstances described in clauses (b) or (c) of the
definition of the term “Specially Serviced Lease”, such circumstances cease to
exist in the good faith and reasonable judgment of the Special Servicer;


 


(iii)                               with respect to the
circumstances described in clause (d) of the definition of the term “Specially
Serviced Lease”, such default is cured; and


 


(iv)                              with
respect to the circumstances described in clause (e) of the definition of
the term “Specially Serviced Lease”, such proceedings are terminated.


 


“Corrected
Mortgage Loan”:  Any Mortgage Loan that had been a Specially
Serviced Mortgage Loan but with respect to which (a) as of the date of
determination, no circumstance identified in clauses (a) through (e) of
the definition of the term “Specially Serviced Mortgage Loan” then exists and (b) one
or more of the following as are applicable occur:


 


(i)                                     with
respect to the circumstances described in clause (a) of the definition of
the term “Specially Serviced Mortgage Loan”, the related Borrower has made
three consecutive full and timely Monthly Loan Payments under the terms of such
Mortgage Loan (as such terms may be changed or modified in connection with
a bankruptcy or similar proceeding involving the related Borrower or by reason
of a modification, waiver or amendment granted or agreed to by the Special
Servicer) or such Mortgage Loan has been terminated and the related Mortgaged
Property has been re-leased;


 


(ii)                                  with
respect to the circumstances described in clauses (b) or (c) of the
definition of the term “Specially Serviced Mortgage Loan”, such circumstances
cease to exist in the good faith and reasonable judgment of the Special
Servicer;


 


6

















 


(iii)                               with respect to the
circumstances described in clause (d) of the definition of the term “Specially
Serviced Mortgage Loan”, such default is cured; and


 


(iv)                              with
respect to the circumstances described in clause (e) of the definition of
the term “Specially Serviced Mortgage Loan”, such proceedings are terminated.


 


“Cure Party”:
(i) With respect to any Mortgaged Property or Mortgage Loan acquired by the
applicable Issuer pursuant to the Purchase and Sale Agreements or any Qualified
Substitute Mortgage Loan or Qualified Substitute Mortgaged Property substituted
for any such Mortgage Loan or Mortgaged Property by the applicable Originator, such
Originator, (ii) with respect to any Mortgage Loan, Mortgaged Property, Qualified
Substitute Mortgaged Property or Qualified Substitute Mortgage Loan acquired by
the applicable Issuer from a third party, such Issuer, and (iii) with
respect to the obligations of such Originator or such Issuer in the case of each
of the foregoing clauses (i) and (ii), Spirit Finance in its capacity as
Support Provider under the applicable Performance Undertaking.


 


“Custodian”:  As defined in the Indenture.


 


“Custodian Inventory List”:  As defined in the Custody Agreement.


 


“Custody Agreement”:  The Amended and Restated Custody Agreement,
dated as of March 17, 2006, among the Issuers, the Indenture Trustee and
the Custodian, as the same may be amended from time to time.


 


“Default
Interest”:  With respect
to any (i) Lease, any amounts collected thereon (other than late payments,
late payment charges or amounts representing the Third Party Option Price paid
by the related the Tenant) that represent penalty interest accrued at the rate
specified in the related lease agreement and (ii) Mortgage Loan, any
amounts collected thereon (other than late payments, late payment charges or
Yield Maintenance Premiums) that represent penalty interest in excess of
interest on the principal balance of such Mortgage Loan accrued at the related
Interest Rate.


 


“Defaulted Asset”:  Any Mortgage Loan or Lease included in the
Collateral Pool, with respect to which a default (other than with respect to a
Delinquent Asset) occurs that materially and adversely affects the interests of
the applicable Issuer and that continues unremedied for the applicable grace
period under the terms of such Mortgage Loan or Lease (or, if no grace period
is specified, for 30 days).


 


“Defaulting
Party”:  As defined in Section 6.01(b).


 


“Deficiency”:  As defined in Section 4.01(c).


 


“Delinquent
Asset”:  Any Mortgage Loan
or Lease included in the Collateral Pool (other than a Defaulted Asset), with
respect to which any Monthly Loan Payment or Monthly Lease Payment, as
applicable, becomes delinquent for 60 or more consecutive days.


 


7

















 


“Determination
Date”:  With respect to
any Payment Date, the 7th day of the month in which such Payment
Date occurs or, if such 7th day is not a Business Day, the Business Day
immediately succeeding such 7th day.


 


“Determination
Date Report”:  As defined
in Section 4.01(a).


 


“Due
Date”:  With respect to
any Mortgage Loan or Lease, the day of each calendar month on which the Monthly
Loan Payment or Monthly Lease Payment, as applicable, with respect thereto is
due.


 


“Early Amortization Event”:  As defined in the Indenture.


 


“Eligible Account”:  Any of (i) a segregated account
maintained with a federal-or state-chartered depository institution or trust
company, the long-term deposit or long-term unsecured debt obligations of which
(or of such institution’s parent holding company) are rated “A2” or better by
Moody’s, “A” or better by each other Rating Agency other than S&P, and “AA-”
or better by S&P, if the deposits are to be held in the account for more
than 30 days, or the short-term deposit or short-term unsecured debt
obligations of which (or of such institution’s parent holding company) are
rated “P-1” by Moody’s, “F-1” by Fitch and “A-1” by S&P, if the deposits are
to be held in the account for 30 days or less, in any event at any time funds
are on deposit therein, (ii) a segregated trust account maintained with a
federal- or state-chartered depository institution or trust company acting in
its fiduciary capacity, which, in the case of a state-chartered depository
institution or trust company is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 C.F.R. § 9.10(b), and
which, in either case, has a combined capital and surplus of at least
$50,000,000 and is subject to supervision or examination by federal or state
authority, (iii) an account or accounts maintained with PNC Bank (A) so
long as PNC Bank’s long-term unsecured debt rating shall be at least (x) “A1”
by Moody’s and “A” by S&P (if the deposits are to be held in the account
for more than 30 days) and (y) “A” by Fitch, or (B) so long as PNC’s
short-term deposit or short-term unsecured debt rating shall be at least (x) “P-1”
by Moody’s and “A-1” by S&P (if the deposits are to be held in the account
for 30 days or less) and (y) “F1” by Fitch, or (iv) any other account that
is acceptable to the Rating Agencies and each Insurer (as evidenced by written
confirmation from such Rating Agencies and each Insurer). Eligible Accounts may bear
interest.


 


“Emergency Property
Expenses”:  As defined in Section 3.03(e).


 


“Environmental Indemnity
Agreement”:  As defined in
the Indenture.


 


“Environmental Insurer”:
Any Qualified Insurer that issues Environmental Policies relating to any of the
Mortgage Loans or Mortgaged Properties.


 


“Environmental Policy”:
Any insurance policy issued by an Environmental Insurer, together with any
endorsements thereto, providing insurance coverage for losses, with respect to
certain Mortgage Loans or Mortgaged Properties, caused by the presence of
hazardous substances on, or the migration of hazardous substances from, the
related Mortgaged Properties.


 


8

















 


“Equipment Loan”:  Any commercial equipment loan secured by
equipment used in the operation of a Mortgaged Property and listed on the
Mortgage Loan Schedule.


 


“Escrow
Payment”:  Any payment
received by the Property Manager or the Special Servicer for the account of any
Obligor or otherwise deposited in the Servicing Account for application toward
the payment of real estate taxes, assessments, insurance premiums, ground rents
(if applicable) and similar items in respect of the related Mortgaged Property.


 


“Event of Default”:  As defined in the Indenture.


 


“Excess Cashflow”:  As defined in the Indenture.


 


“Exchange Act”:  The Securities Exchange Act of 1934, as
amended.


 


“Extraordinary Expense”:  As defined in the Indenture.


 


“Fair Market Value”:  With respect to any Mortgaged Property or
Mortgage Loan secured by a Mortgaged Property, at any time, a price determined
by the Property Manager (or by the Special Servicer with respect to a Specially
Serviced Asset) in accordance with the Servicing Standard and Section 7.01(b).


 


“FDIC”:  Federal Deposit Insurance Corporation or any
successor.


 


“Financing
Statement”:  A financing
statement either filed or recorded or in a form suitable for filing and
recording under the Uniform Commercial Code.


 


“Fixed
Charge Coverage Ratio” or “FCCR”:  The fixed charge coverage ratio for a Tenant
determined in accordance with the provisions of Exhibit E attached
hereto.


 


“FNMA”:  Federal National Mortgage Association or any
successor.


 


“GAAP”:  Generally accepted accounting
principles as in effect in the United States, consistently applied, as of the
date of such application.


 


“Grant”:  As defined in the
Indenture.


 


“Granting Clause”:  The Granting Clause set forth in the
Indenture.


 


“Ground Lease”:  With respect to any Mortgaged Property, the
lease agreement, if any, between the Ground Lessor thereof and the applicable Issuer
with respect to the land comprising such Mortgaged Property.


 


“Ground Lessor”:  The fee owner (or intermediate lessor) of the
land with respect to any Mortgaged Property which is subject to a Ground Lease.


 


“Guaranty”:  With respect to any Lease or Mortgage Loan,
the guaranty, if any, related to such Lease or Mortgage Loan executed by an
individual or an Affiliate or parent of the Tenant or Borrower, as applicable,
in favor of the lessor or the lender, as applicable.


 


9

















 


“Hazardous Materials”:
As defined in the Indenture.


 


“Indenture”:
 The Amended and Restated Master
Indenture, dated as of March 17, 2006, between the Issuers and the
Indenture Trustee, relating to the issuance of the Notes, including all
amendments and supplements thereto and any additional indenture between the
Indenture Trustee and any Issuer.


 


“Indenture
Trustee”:  Citibank, N.A.,
a national banking association, in its capacity as indenture trustee under the
Indenture, or its successor in interest or any successor indenture trustee
appointed as provided in the Indenture.


 


“Indenture
Trustee Fee”:  As defined
in the Indenture.


 


“Independent”:  When used with respect to any specified
Person, any such Person who (i) is in fact independent of the Issuers, the Issuer Members, the Indenture
Trustee, the Property Manager, the Special Servicer and any and all of their
respective Affiliates, (ii) does not have any direct financial interest in
or any material indirect financial interest in any of the Issuers, the Issuer
Members, the Indenture Trustee, the Property Manager, the Special Servicer or
any of their respective Affiliates, and (iii) is not connected with the
Issuers, the Issuer Members, the Indenture Trustee, the Property Manager, the
Special Servicer or any of their respective Affiliates as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be
Independent of the Issuers, the Issuer Members, the Indenture Trustee, the
Property Manager, the Special Servicer or any of their respective Affiliates
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by any Issuer, any Issuer Member, the Indenture Trustee, the
Property Manager, the Special Servicer or any of their respective Affiliates,
as the case may be.


 


“Industry Group”:  Any industry sector including, but not
limited to the following: (a) the Retail Industry; (b) the
Distribution Industry; and (c) the Services Industry. Additional Industry
Groups may be indicated in the applicable Series Supplement.


 


“Initial
Closing Date”:  As defined
in the Indenture.


 


“Initial
Purchaser”:  Any
underwriter that is an initial purchaser of the Notes, as set forth in the
applicable Series Supplement.


 


“Insurance Agreement”:  With respect to any Series, as defined in the
Indenture.


 


“Insurance
Policy”:  With respect to
any Series of Notes, as defined in the Indenture.


 


“Insurer”:  With respect to any Series of Notes, as
defined in the Indenture.


 


“Insurer Default”:  With respect to any Series of Notes, as
defined in the Indenture.


 


10

















 


“Interest Accrual Period”:
With respect to each Due Date related to any Mortgage Loan, the period specified
in the related Loan Documents.


 


“Interest Rate”:
With respect to any Mortgage Loan, the annualized rate at which interest is
scheduled (in the absence of a default) to accrue on such Mortgage Loan from
time to time during any Interest Accrual Period in accordance with the related Mortgage
Note and applicable law, as such rate may be modified in accordance with Section 3.19
or in connection with a bankruptcy, insolvency or similar proceeding involving
the related Borrower.


 


“Interested
Person”:  The Issuers, the
Issuer Members, the Property Manager, the Special Servicer, the Insurers, any
holder of Notes or an Affiliate of any such Person.


 


“Issuer”:  Each of Spirit Master Funding, LLC, a
Delaware limited liability company, or its successor in interest, and any
Joining Party or its successor in interest, as the context may require. References
to a “related” or “applicable” Issuer shall refer to the Issuer that owns the
Collateral being addressed.


 


“Issuer
Member”:  The holder of
the LLC Interests, which with respect to Spirit Master Funding, LLC, on the
date hereof, is Spirit Finance Acquisitions, LLC, a Delaware limited liability
company, or its successor in interest and with respect to any Joining Party, as
of the applicable Series Closing Date, shall be indicated in the
applicable Joinder Agreement.


 


“Joinder Agreement”:  With respect to any Series of Notes
(other than the Series 2005-1 Notes), the Joinder Agreement, dated as of
the applicable Series Closing Date, among the applicable Joining Party,
the Property Manager, the Special Servicer and the Back-Up Manager,
substantially in the form of Exhibit G attached hereto.


 


“Joining Party”:  Any Spirit SPE, as indicated in the
applicable Joinder Agreement.


 


“Land and Building Lease”:
A lease pursuant to which land, buildings and other improvements are leased by
a Tenant from the related land and building lessor.


 


“Lease”:  Each lease listed on the Mortgaged Property Schedule from
time to time. As used herein, the term “Lease” includes the related lease
agreement and other documents contained in the related Lease File.


 


“Lease Documents”:  Any related lease agreement, non-disturbance
agreement, guaranty or other agreement or instrument, to the extent made for
the benefit of the related Originator.


 


“Lease
File”:  As defined in the
Custody Agreement.


 


“Lease Security Deposit”:  As defined in Section 3.03(a).


 


“Lease Transfer Mortgaged
Property”:  As defined in Section 7.03.


 


11

















 


“Liquidated Lease”:  A Defaulted Asset that is a Lease with
respect to which the related Mortgaged Property has been either re-leased or
sold, or any Lease related to a Mortgaged Property purchased from the applicable
Issuer or disposed of by such Issuer pursuant to an exchange, whether or not
terminated because of a default by the Tenant.


 


“Liquidation
Fee”:  The fee payable to
the Special Servicer pursuant to Section 3.11(g).


 


“Liquidation
Fee Rate”:  A percentage
equal to 0.50%.


 


“Liquidation
Proceeds”:  All cash
proceeds and all other amounts (other than Property Insurance Proceeds and REO
Revenues) received by the applicable Issuer, the Property Manager, or the
Special Servicer and retained in connection with the liquidation of any Mortgage
Loan, Lease or Mortgaged Property relating to a Defaulted Asset; all cash
proceeds from the purchase or substitution of any Removed Mortgaged Property as
described herein other than to the extent deposited into the Release Account;
and all cash proceeds from the purchase or substitution of any Removed
Mortgaged Property transferred from the Release Account pursuant to Section 3.04(b).


 


“LLC Agreement”:  With respect to the
Series 2005-1 Notes, the applicable Issuer’s amended and restated limited
liability company agreement dated as of May 20, 2005, as the same may be
amended from time to time in accordance with the terms thereto. With respect to
any Series of Notes (other than the Series 2005-1 Notes), the
applicable Issuer’s limited liability company agreement as indicated in the
applicable Joinder Agreement.


 


“LLC Interests”:  The limited liability company interests
issued pursuant to an LLC Agreement and held by the applicable Issuer Member.


 


“Loan Agreement”:
The agreement pursuant to which a Mortgage Loan was made.


 


“Loan Documents”:
With respect to each of the Mortgage Loans, the related Loan Agreement, if any,
and Mortgage Note, and any related Mortgage, Ground Lease or Land and Building
Lease, as applicable, Guaranty or other agreement or instrument, to the extent
made for the benefit of the related lender or holder of the Mortgage Note.


 


“Loan File”:
As defined in the Custody Agreement.


 


“Lockbox
Account”:  The account or
accounts created and maintained pursuant to Section 3.02(b).


 


“Lockbox
Account Bank”:  As defined
in Section 3.02(b).


 


“Lockbox Transfer Account”:  The account or accounts created and
maintained pursuant to Section 3.02(c).


 


“Lockbox Transfer Account
Bank”:  As defined in Section 3.02(c).


 


12

















 


“MAI”:  A designation signifying that the designee is
a Member of the Appraisal Institute.


 


“Modified
Collateral Detail and Realized Loss Report”:  As defined in Section 4.01(c).


 


“Monthly
Lease Payment”:  With
respect to any Lease (except as otherwise described in the Mortgaged Property
Schedule), the fixed or “base” rent monthly lease payment that is actually
payable by the related Tenant from time to time under the terms of such Lease
(excluding any Percentage Rent), after giving effect to any provision of such
Lease providing for periodic increases in such fixed or “base” rent by fixed
percentages or dollar amounts or by percentages based on increases in the
Consumer Price Index.


 


“Monthly Loan Payment”:
With respect to any Mortgage Loan, the scheduled monthly payment of principal
and interest on such Mortgage Loan that is or would be, as the case may be,
payable by the related Borrower on each Due Date under the terms of the related
Mortgage Note as in effect on the applicable Series Closing Date or, if
otherwise applicable, such date such Mortgage Loan was first included in the
Collateral Pool, without regard to any subsequent change in or modification of
such terms in connection with a bankruptcy or similar proceeding involving the
related Borrower or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section 3.19,
and assuming that each prior Monthly Loan Payment has been made in a timely
manner.


 


“Moody’s”:  Moody’s Investors Service, Inc.


 


“Mortgage”:  With respect to any Mortgaged Property, a
mortgage (or deed of trust or deed to secure debt), assignment of leases and
rents, security agreement and fixture filing or similar document executed by
the applicable Issuer or the related Borrower, as applicable, pursuant to which
such Issuer or Borrower grants a lien on its interest in such Mortgaged
Property in favor of the Collateral Agent or the initial lender of the related
Mortgage Loan, as applicable.


 


“Mortgage Loan”: Each fixed- and
adjustable-rate, monthly pay, first lien, commercial mortgage loan (including
each Equipment Loan, as the context indicates), as listed on the Mortgage Loan Schedule and
from time to time included in the Collateral Pool.


 


“Mortgage
Loan Schedule”:  The list
of Mortgage Loans transferred to each Issuer as part of the Collateral
Pool and attached hereto as Exhibit A-2 (as such list may be
amended upon each Series Closing Date and each Transfer Date, and
otherwise be amended from time to time in accordance with the Transaction
Documents). Such list shall set forth the following information with respect to
each Mortgaged Property:


 


(i)                                                     the
street address (including city, state and zip code) of the related Mortgaged
Property;


 


(ii)                                                  the
related Issuer loan number and name of Borrower;


 


13

















 


(iii)                               the
Appraised Value of the related Mortgaged Property; and


 


(iv)                              the
Mortgage Loan’s maturity date, if applicable.


 


“Mortgage Note”:
The original executed note evidencing the indebtedness of a Borrower under a
Mortgage Loan, together with any rider, addendum or amendment thereto, or any
renewal, substitution or replacement of such note.


 


“Mortgaged Property”:  Each parcel of real property listed on the
Mortgaged Property Schedule and from time to time included in the
Collateral Pool and each parcel of real property securing a Mortgage Loan,
including the buildings, structures, fixtures (to the extent not property of
the related Tenant), additions, enlargements, extensions, modifications,
repairs, replacements or improvements now or hereinafter erected or located on
such parcel and appurtenant easements and other property rights relating
thereto.


 


“Mortgaged
Property Schedule”:  The
list of Mortgaged Properties and Leases transferred to each Issuer as part of
the Collateral Pool and attached hereto as Exhibit A-1 (as such
list may be amended upon each Series Closing Date and each Transfer
Date, and otherwise be amended from time to time in accordance with the
Transaction Documents). Such list shall set forth the following information
with respect to each Mortgaged Property:


 


(i)                                     the
street address (including city, state and zip code) of the Mortgaged Property;


 


(ii)                                  the
related Issuer lease number and name of Tenant;


 


(iii)                               the Appraised Value; and


 


(iv)                              the
Lease’s final payment date.


 


“Net
Default Interest”:  With
respect to any (i) Lease, any Default Interest collected thereon, net of
any Advance Interest accrued on Property Protection Advances made in respect of
such Lease and reimbursable from such Default Interest in accordance with Section 2.11
of the Indenture and (ii) Mortgage Loan, any Default Interest collected
thereon, net of any Advance Interest accrued on Property Protection Advances
made in respect of such Mortgage Loan and reimbursable from such Default Interest
in accordance with Section 2.11 of the Indenture.


 


“Net
Investment Earnings”:  The
amount by which the aggregate of all interest and other income realized during
a Collection Period on funds held in the Collection Account and the Release
Account, if any, exceeds the aggregate of all losses, if any, incurred during
such Collection Period in connection with the investment of such funds in
accordance with Section 3.06.


 


“Net Worth”:  With respect to any Person, the excess of
total assets of such Person, over total liabilities of such Person, adding back
accumulated depreciation but excluding the impact of “other comprehensive
income”, all as determined in accordance with GAAP.


 


14

















 


“Nonrecoverable Property
Protection Advance”:  Any
Property Protection Advance previously made or to be made in respect of a Lease
or Mortgage Loan that, as determined by the Property Manager in accordance with
the Servicing Standard and Section 3.03(f) (or, if applicable,
the Back-Up Manager in its sole discretion in accordance with the Servicing
Standard and Section 3.03(f)), will not be ultimately recoverable
from late payments, Property Insurance Proceeds, Liquidation Proceeds or any
other recovery on or in respect of such Lease and the related Mortgaged
Property or such Mortgage Loan (including any Monthly Lease Payments in respect
of any Lease added to the Collateral upon any re-leasing of the related
Mortgaged Property).


 


“Note Registrar”:  As defined in the Indenture.


 


“Notes”:  As defined in the Indenture.


 


“Noteholders”:  As defined in the Indenture.


 


“Obligor”:  A Tenant or a Borrower, as the context
requires.


 


“Officer’s
Certificate”:  A
certificate signed by a Servicing Officer of the Property Manager or the
Special Servicer or a Responsible Officer of the Indenture Trustee or the applicable
Issuer Member on behalf of an Issuer, as the case may be, and with respect
to any other Person, a certificate signed by the Chairman of the Board, the
President, a Vice President or Assistant Vice President, the Treasurer, the
Secretary, or one of the Assistant Treasurers or Assistant Secretaries of such
Person.


 


“Opinion
of Counsel”:  A written
opinion of counsel (which shall be rendered by counsel that is Independent of
the Issuers, the Issuer Members, the Indenture Trustee, the Property Manager
and the Special Servicer) in form and substance reasonably acceptable to
and delivered to the addressees thereof.


 


“Originators”:  Collectively, each of Spirit Finance and its
Affiliates which has sold one or more Mortgage Loans or Mortgaged Properties to
an Issuer pursuant to a Purchase and Sale Agreement or otherwise.


 


“OTS”:  The Office of Thrift Supervision or any
successor thereto.


 


“Pari Passu Co-Lender
Agreements”:  Any
co-lender agreement relating to any Issuer
acquiring Pari Passu Loans secured by Mortgaged Properties that also secure Companion
Loans held by parties other than such Issuer.


 


“Pari Passu Loans”:  Mortgage
Loans secured by Mortgaged Properties that also secure on a pari passu basis any Companion Loans.


 


“Participant”:
The holder of a Participation Interest in any Participated Mortgage Loan.


 


15

















 


“Participant
Distribution Account”: Any separate account or accounts created
and maintained by the Participant and held on behalf of the related Participant
for pari passu payments due to the
Participant.


 


“Participated
Mortgage Loan”: Each Mortgage Loan that is subject to a
Participation Interest.


 


“Participation
Agreement”: A pari passu
participation agreement, if any, between the applicable Issuer or the related Originator,
as the initial noteholder, and the Participant creating a Participation
Interest in each Participated Mortgage Loan, as amended, restated or otherwise
supplemented from time to time.


 


“Participation
Interest”: A participation interest in a Participated Mortgage
Loan created pursuant to a Participation Agreement.


 


“Participation Interest
Principal Balance”: With respect to any Participation Interest
at any date of determination, (a) the principal balance of such Participation
Interest minus (b) the sum of (i) the principal portion of each
Monthly Loan Payment due on the related Participated Mortgage Loan prior to
such date of determination, if received from the related Borrower and allocable
to the related Participant, (ii) all voluntary and involuntary principal
prepayments and other unscheduled collections of principal received with
respect to the related Participated Mortgage Loan and allocable to the related
Participant, (iii) any adjustment thereto as a result of a reduction of
principal by a bankruptcy court or as a result of a modification reducing the
principal amount due on the related Participated Mortgage Loan to the extent
allocable to the Participant, and (iv) the principal portion of any
realized loss attributable to such Participation Interest.


 


“Participation
Interest Servicing Fee”:
With respect to any Participation Interest, the portion of the servicing fees
payable in respect of such Participation Interest.


 


“Payment
Account”:  The segregated
trust account established by the Indenture Trustee under the Indenture and
designated as the “Payment Account” thereunder.


 


“Payment
Date”:  As defined in the
Indenture.


 


“Payoff
Amount”:  An amount equal
to the Collateral Value of any Mortgage Loan or Mortgaged Property, as
applicable, plus any due and unpaid Monthly Loan Payment(s) or Monthly Lease
Payment(s), as applicable, and any unreimbursed Property Protection Advances
(plus Advance Interest thereon), Emergency Property Expenses, Liquidation Fees,
Special Servicing Fees and Extraordinary Expenses, in each case related to such
Mortgage Loan or Mortgaged Property or the related Lease.


 


“Percentage Rent”:  With respect to any Lease, the rent
thereunder, if any, calculated as a percentage of the total sales generated by
the related Tenant at the related Mortgaged Property in excess of (or in lieu
of, as applicable) the Monthly Lease Payments as provided in the applicable
Lease.


 


16

















 


“Performance Undertaking”:  As defined in the Indenture.


 


“Permitted
Investments”:  Any one or
more of the following obligations or securities:


 


(i)                                     direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality thereof; provided, that such obligations are backed by
the full faith and credit of the United States of America and have a predetermined,
fixed amount of principal due at maturity (that cannot vary or change) and that
each such obligation has a fixed interest rate or has its interest rate tied to
a single interest rate index plus a single fixed spread;


 


(ii)                                  obligations
of the following agencies or instrumentalities of the United States of America:  the Export-Import Bank, the Farm Credit
System Financial Assistance Corporation, the Rural Economic Community
Development Administration, the General Services Administration, the U.S. Maritime
Administration, the Small Business Administration, the Government National
Mortgage Association, the U.S. Department of Housing & Urban
Development, the Federal Housing Administration and the Federal Financing Bank;
provided, that such obligations are backed by the full faith and credit
of the United States of America, have a predetermined, fixed amount of
principal due at maturity (that cannot vary or change) and do not have an “r”
highlight attached to any rating and that each such obligation has a fixed
interest rate or has its interest rate tied to a single interest rate index
plus a single fixed spread;


 


(iii)                               direct obligations of
the following agencies or instrumentalities of the United States of America
that are not backed by the full faith and credit of the United States:  the Resolution Funding Corporation, the
Federal Home Loan Bank System (senior debt obligations only), the Federal
National Mortgage Association (senior debt obligations rated “Aaa” by Moody’s
and “AAA” by S&P only) or the Federal Home Loan Mortgage Corporation
(senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P only); provided,
that such obligations have a predetermined amount of principal due at maturity
(that cannot vary or change) and do not have an “r” highlight attached to any
rating and that each such obligation has a fixed interest rate or has its
interest rate tied to a single interest rate index plus a single fixed spread;


 


(iv)                              uncertificated
certificates of deposit, time deposits and bankers’ acceptances having
maturities of not more than 360 days, of any bank or trust company organized
under the laws of the United States of America or any state thereof; provided,
that such items are rated in the highest short-term debt rating category of
each Rating Agency or such lower rating (with the prior written consent of each
Insurer) as will not result in a qualification, downgrading or withdrawal of
the rating then assigned to the


 


17

















 


Notes by any Rating Agency without giving effect to any Insurance
Policy (as evidenced in writing by each Rating Agency), do not have an “r”
highlight affixed to its rating and have a predetermined fixed amount of
principal due at maturity (that cannot vary or change);


 


(v)                                 commercial
paper (having original maturities of not more than 270 days) of any corporation
incorporated under the laws of the United States of America or any state
thereof (or of any corporation not so incorporated; provided, that the
commercial paper is denominated in United States dollars and amounts payable
thereunder are not subject to any withholding imposed by any non-United States
jurisdiction) that is rated in the highest short-term debt rating category of
each Rating Agency or such lower rating (with the prior written consent of each
Insurer) as will not result in a qualification, downgrading or withdrawal of
the rating then assigned to the Notes by any Rating Agency without giving
effect to any Insurance Policy (as evidenced in writing by each Rating Agency),
does not have an “r” highlight affixed to its rating, has a predetermined fixed
amount of principal due at maturity (that cannot vary or change) and has a
fixed interest rate or has its interest rate tied to a single interest rate
index plus a single fixed spread, or any demand notes that constitute vehicles
for commercial paper rated in the highest unsecured commercial or finance
company paper rating category of each Rating Agency;


 


(vi)                              units
of money market funds that have as one of their investment objectives the
maintenance of a constant net asset value and that are rated in the highest
applicable rating category of each Rating Agency or such lower rating (with the
prior written consent of each Insurer) as will not result in a qualification,
downgrading or withdrawal of the rating then assigned to the Notes by any
Rating Agency without giving effect to any Insurance Policy (as evidenced in
writing by each Rating Agency); and


 


(vii)                           any other obligation or
security acceptable to each Rating Agency and each Insurer, which will not
result in a qualification, downgrading or withdrawal of the rating then
assigned to the Notes by any Rating Agency without giving effect to any Insurance
Policy (as evidenced in writing by each Rating Agency);


 


provided,
that (1) no investment described hereunder shall evidence either the right
to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity (that
cannot vary or change) and (3) such Permitted Investments are either (x)
at all times available or (y) mature prior to the immediately succeeding
Payment Date.


 


18

















 


“Person”:  Any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, estate, unincorporated organization or government or any agency,
instrumentality or political subdivision of any government.


 


“Primary
Servicing Office”:  The
office of the Property Manager or the Special Servicer, as the context may require,
that is primarily responsible for such party’s servicing obligations hereunder.


 


“Principal Prepayment”:
Any payment of principal voluntarily made by the Borrower on a Mortgage Loan
that is received in advance of its scheduled Due Date and that is not accompanied
by an amount of interest (without regard to any Yield Maintenance Premium that may have
been collected) representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment.


 


“Prime
Rate”:  The “prime rate”
published in the “Money Rates” section of The Wall
Street Journal, as such “prime rate” may change from time to
time. If The Wall Street  Journal ceases
to publish the “prime rate,” then the Indenture Trustee shall select an
equivalent publication that publishes such “prime rate”; and if such “prime
rate” is no longer generally published or is limited, regulated or administered
by a governmental or quasi-governmental body, then the Indenture Trustee shall
select a comparable interest rate index. In either case, such selection shall
be made by the Indenture Trustee in its sole discretion and the Indenture
Trustee shall notify the Property Manager and the Special Servicer in writing
of its selection.


 


“Property
Insurance Policy”:  With
respect to any Mortgage Loan and/or Mortgaged Property, any hazard insurance
policy, flood insurance policy, title policy, Environmental Policy, residual
value insurance policy or other insurance policy that is maintained from time
to time in respect of such Mortgage Loan and/or Mortgaged Property (including,
without limitation, any blanket insurance policy maintained by or on behalf of
the applicable Issuer).


 


“Property
Insurance Proceeds”:  All
proceeds received under any Property Insurance Policy that provides coverage with
respect to any Mortgaged Property or the related Mortgage Loan, if applicable.


 


“Property
Management Fee”:  With
respect to each Mortgage Loan and each Mortgaged Property owned by the Issuer,
the fee payable to the Property Manager pursuant to Section 3.11(a).


 


“Property
Management Fee Rate”: 
With respect to each Mortgage Loan and each Lease, a fixed percentage
rate equal to 0.25% per annum.


 


“Property
Manager”:  Spirit Finance,
in its capacity as property manager under this Agreement, or any successor
property manager appointed as herein provided.


 


“Property
Manager Additional Servicing Compensation”:  As defined in Section 3.11(b).


 


19

















 


“Property
Protection Advances”:  With
respect to the Leases, the Mortgage Loans and the Mortgaged Properties:


 


(i)                                     All
customary, reasonable and necessary out-of-pocket costs and expenses incurred
by the Property Manager (or, if applicable, the Back-Up Manager), in connection
with servicing the Leases, the Mortgaged Properties and the Mortgage Loans, in
accordance with the Servicing Standard and this Agreement, for the purpose of
paying real estate taxes, premiums on Property Insurance Policies (not already
paid pursuant to Section 2.11 of the Indenture, as confirmed by the applicable
Issuers) and other amounts necessary to preserve or maintain the security
interest and lien of the Indenture Trustee in, and value of, each related Mortgaged
Property (including any costs and expenses necessary to re-lease such Mortgaged
Property), Lease or Mortgage Loan (including costs and expenses related to
collection efforts).


 


(ii)                                  All
customary, reasonable and necessary out-of-pocket costs and expenses incurred
by the Property Manager, the Back-Up Manager or Special Servicer in connection
with the servicing of a Mortgage Loan after a default, delinquency or other
unanticipated event, or in connection with the administration of any REO
Property, including, but not limited to, the cost of (a) compliance with
the obligations of the Property Manager or the Special Servicer set forth in Sections
2.04(c), 3.03(c) and 3.17(b), (b) the preservation,
insurance, restoration, protection and management of any Collateral, including
the cost of any “force placed”
insurance policy purchased by the Property Manager to the extent such cost is
allocable to a particular item of Collateral that the Property Manager is
required to cause to be insured pursuant to Section 3.07(a), (c) obtaining
any Liquidation Proceeds (insofar as such Liquidation Proceeds are of the
nature described in the definition thereof) or Property Insurance Proceeds in
respect of any Collateral or REO Property, (d) any enforcement of judicial
proceedings with respect to any Collateral, including foreclosures, and (e) the
operation, management, maintenance and liquidation of any REO Property. Notwithstanding
anything to the contrary, “Property Protection Advances” shall not include
allocable overhead of the Property Manager or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses.


 


“Property Protection Event”:  With respect to any Mortgaged Property, a “Property
Protection Event” will occur upon the
making of any Property Protection Advance (other than as required in connection
with the sale or re-leasing of such Mortgaged Property) with respect to such Mortgaged
Property by the Property Manager or the Back-Up Manager, as applicable, in an
amount which, when added to the amount of all Property Protection Advances
previously made with respect to such Mortgaged Property, exceeds the difference
between (a) the Fair Market Value of such Mortgaged Property at the time
of such proposed Property Protection Advance and (b) 30% of the Collateral
Value of such Mortgaged Property.


 


“Purchase and Sale
Agreements”:  As defined
in the Indenture.


 


“Purchase Option Deficiency”:
An amount equal to the deficiency, if any, between 125% of the Allocated
Collateral Amount of a Mortgaged Property released in connection with a Third
Party Purchase Option and the related Third Party Option Price for such
Mortgaged Property.


 


20

















 


“Purchase Premium”:  As defined in Section 7.01(c).


 


“Qualified
Insurer”:  An insurance
company or security or bonding company qualified to write the related Property
Insurance Policy in the relevant jurisdiction.


 


“Qualified Substitute
Mortgage Loan”:  Any
commercial real estate loan acquired by the applicable Issuer in substitution
for a Released Mortgage Loan or with the proceeds (or a portion thereof) from
the sale of a Released Mortgage Loan and which, as of the date of the
acquisition thereof, (i) is secured by a Qualified Substitute Mortgaged
Property, (ii) has an unpaid principal balance not less than the unpaid
principal balance of the Released Mortgage Loan, (iii) has an Interest
Rate not more than one percentage point less than such Released Mortgage Loan, (iv) complies
with all of the representations and warranties originally made with respect to
such Released Mortgage Loan under the Indenture (with each date therein referring
to the date of substitution), except to the extent the applicable Insurer, in
its sole discretion, otherwise consents and 20 days’ prior written notice is
given to the Rating Agencies, (v) pays interest and, if applicable,
principal, on a monthly basis, (vi) has been approved in writing by the
Support Provider, (vii) has a maturity date that is not more than one year
earlier than the related Released Mortgage Loan, (viii) if such Released Mortgage
Loan is a Balloon Loan, has a balloon payment that is not more than 10% larger
than such Released Mortgage Loan’s balloon payment and (ix) has been
approved in writing by the Series 2005-1 Insurer. If one or more of the
foregoing criteria are not met, such substitute commercial mortgage loan will
be a Qualified Substitute Mortgage Loan if the Special Servicer considers the
substitution of such substitute commercial mortgage loan to be in the best interest
of the Noteholders and the Series 2005-1 Insurer so consents.


 


“Qualified Substitute
Mortgaged Property”: Any commercial real estate property
acquired by the applicable Issuer in substitution for a Released Mortgaged
Property or with the proceeds (or a portion thereof) from the sale of a
Released Mortgaged Property and which, as of the date of the acquisition
thereof, (i) has a Fair Market Value that, when combined with the Fair
Market Value of all other Qualified Substitute Mortgaged Properties to be acquired
by such Issuer in exchange for or with the proceeds from such Released
Mortgaged Property and all cash payments in addition thereto, is equal to or
greater than the Fair Market Value of such Released Mortgaged Property, (ii) has
a Collateral Value that, when combined with the Collateral Values of all other
Qualified Substitute Mortgaged Properties to be acquired by such Issuer in
exchange for or with the proceeds from such Released Mortgaged Property and all
cash payments in addition thereto, is equal to or greater than the Collateral
Value of such Released Mortgaged Property, (iii) complies with all of the
representations and warranties originally made with respect to such Released
Mortgaged Property under the Indenture (with each date therein referring to the
date of substitution), except to the extent the applicable Insurer, in its sole
discretion, otherwise consents and 20 days’ prior written notice is given to
the Rating Agencies, (iv) is leased to a Tenant who leased such Released
Mortgaged Property, or to a different Tenant whose FCCR is greater than or
equal to the greater of the then-current FCCR and the FCCR at the applicable Series Closing
Date of the Tenant who previously leased such Released Mortgaged Property, (v) has,
together with all other Qualified Substitute Mortgaged Properties to be
acquired by such Issuer in exchange for or with the proceeds from such Released
Mortgaged Property, the same or greater aggregate Monthly Lease Payment as the
Released Mortgaged


 


21

















 


Property, (vi) is leased pursuant to a Lease the
term of which equals or exceeds the remaining term of the Lease of the Released
Mortgaged Property, (vii) if the tenant thereof or any third party has an
option to purchase such Qualified Substitute Mortgaged Property, the
contractual amount of such option price is no less than what the Allocated
Collateral Amount of such Qualified Substitute Mortgaged Property would be
after giving effect to the substitution of such Mortgaged Property, (viii) has
been approved in writing by the Support Provider, (ix) has been approved in
writing by the Series 2005-1 Insurer and (x) is leased pursuant to a “triple
net” lease. If one or more of the foregoing criteria are not met, such
substitute commercial real estate property will be a Qualified Substitute
Mortgaged Property if the Special Servicer considers the substitution of such
substitute commercial real estate property to be in the best interest of the
Noteholders, the Series 2005-1 Insurer so consents and subject to at least
ten (10) Business Days notification to the Rating Agencies.


 


“Rating
Agency”:  As defined in
the Indenture.


 


“Rating Condition”:  As defined in the Indenture.


 


“Reimbursement
Rate”:  The rate per annum
applicable to the accrual of Advance Interest, which rate per annum is equal to
the Prime Rate.


 


“Release”:  As defined in Section 7.01(a).


 


“Release Account”:  The segregated account established and
maintained by the Indenture Trustee on behalf of the Noteholders and the Issuers.


 


“Release Price”:  As defined in Section 7.01(b).


 


“Released Mortgage Loan”:  As defined in Section 7.01(a).


 


“Released Mortgaged
Property”:  As defined in Section 7.01(a).


 


“Remittance
Date”:  The Business Day
preceding each Payment Date.


 


“Removed
Mortgaged Property”:  Each
Third Party Option Mortgaged Property and each Lease Transfer Mortgaged
Property, released at any time from the lien of the Indenture.


 


“Rent-to-Sales Ratio”:  With respect to any Lease, a ratio, expressed
as a percentage, (i) the numerator of which is the total Monthly Lease
Payments required to be made pursuant to such Lease during the period described
in the following clause (ii), and (ii) the denominator of which is the
aggregate amount of sales generated by the related Tenant at such Mortgaged
Property during the last consecutive 12 month period for which such figures are
available (or, if sales figures are not available for any 12 month period,
annualized sales based on the most recent information provided).


 


“REO Acquisition”:
The acquisition of any REO Property pursuant to Section 3.09.


 


22

















 


“REO Disposition”:
The sale or other disposition of any REO Property pursuant to Section 3.18.


 


“REO Property”:
A Mortgaged Property acquired by or on behalf of the Indenture Trustee through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan.


 


“REO Revenues”:
All income, rents, profits and proceeds derived from the ownership, operation
or leasing of any REO Property.


 


“Request
for Release”:  A request
signed by a Servicing Officer, as applicable, of the Property Manager in the form of
Exhibit B attached hereto or of the Special Servicer in the form of
Exhibit C attached hereto.


 


“Requisite Global Majority”:  As defined in the Indenture.


 


“Responsible
Officer”:  When used with
respect to any Issuer Member or the Indenture Trustee, any officer of such Issuer
Member or the Indenture Trustee, as the case may be (and, in the case of
the Indenture Trustee, assigned to its Corporate Trust Services Group and
customarily performing functions with respect to corporate trust matters), and with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject, in each case having direct responsibility for the
administration of this Agreement.


 


When used with
respect to the Property Manager, the Back-Up Manager or the Special Servicer,
any officer or employee involved in or responsible for the administration or servicing
of the Mortgage Loans, Leases or Mortgaged Properties under this Agreement and
whose name and specimen signature appear on a list prepared by each party and
delivered to the other party, as such list may be amended from time to
time by either party.


 


“Restaurant Concept”:  With respect to single tenant, operationally essential
properties operated within the Restaurant Business Sector, any chain of
properties that share substantially the same characteristics.


 


“S&P”:  Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc.


 


“Series”:  Pursuant to the terms of the Indenture, any series of
Notes, each of which is secured on a specified pro rata
basis by the Collateral Pool, issuable by the applicable Issuers.


 


“Series 2005-1 Controlling Party”:  As defined in the Indenture.


 


“Series 2005-1 Insurer”:  Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance corporation, or its successor in interest.


 


“Series 2005-1 Notes”:  As defined in the applicable Series Supplement.


 


23

















 


“Series Closing Date”:
As defined in the Indenture.


 


“Series Supplement”:
As defined in the Indenture.


 


“Servicer
Replacement Event”:  The
meaning specified in Section 6.01(a).


 


“Servicing
Account”:  The segregated
account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Fees”:  With respect to
each Mortgage Loan, Mortgaged Property and Lease, the Property Management Fee, the
Back-Up Fee, the Special Servicing Fee, if any, and the Additional Servicing Compensation,
if any.


 


“Servicing
File”:  Any documents
(other than documents required to be part of the related Loan File or
Lease File) in the possession of the Property Manager or the Special Servicer
and relating to the origination and servicing of any Mortgage Loan or Lease or
the administration of any Mortgaged Property (including copies of all applicable
Property Insurance Policies with respect thereto).


 


“Servicing
Officer”:  Any officer or
employee of the Property Manager or the Special Servicer involved in, or
responsible for, the administration, management and servicing of the Mortgaged
Properties and Leases, whose name and specimen signature appear on a list of
servicing officers furnished by such party to the applicable Issuer Members,
the applicable Issuers and the Indenture Trustee on each Series Closing
Date, as such list may be amended from time to time.


 


“Servicing
Standard”:  To provide
property management services for the Mortgaged Properties and to service and
special service the Mortgage Loans and Leases on behalf of the applicable
Issuers in accordance with applicable law, the terms of this Agreement, the
terms of the respective Mortgage Loans and Leases and, to the extent consistent
with the foregoing, (x) in the same manner in which, and with the same care,
skill, prudence and diligence with which, the Property Manager or the Special
Servicer, as the case may be, (a) services and administers similar
mortgage loans, leases and mortgaged properties for other third party
portfolios or (b) administers mortgage loans, leases and mortgaged
properties for its own account or (y) in a manner normally associated with the servicing
and administration of similar properties and in material compliance with all
applicable laws, whichever standard is highest, in all cases taking into
account the best interests of the Noteholders and the Insurers, but without
regard to: (i) any known relationship that the Property Manager or Special
Servicer, or an Affiliate of the Property Manager or Special Servicer, may have
with any Issuer, any Originator, the Support Provider, any Tenant, any Borrower,
any of their respective Affiliates or any other party to the Transaction
Documents; (ii) the ownership of any Note or LLC Interest by the Property
Manager or Special Servicer or any Affiliate of the Property Manager or Special
Servicer, as applicable; (iii) the Property Manager’s obligation to make
Property Protection Advances, to incur servicing expenses or to withdraw (or,
in the event the Property Manager is Spirit Finance, to direct the Indenture
Trustee to withdraw) funds from the Collection Account to pay Emergency Property
Expenses with respect to the Mortgage Loans, the Leases or the Mortgaged
Properties; (iv) the Property Manager’s or Special Servicer’s right to
receive compensation for its services or reimbursements of the costs under this
Agreement; (v) the ownership, or servicing or


 


24

















 


management for others, by the Property Manager, the Special
Servicer or any Originator or other Affiliate of any other leases or property; (vi) the
repurchase and indemnification obligations of the Originators or Support
Provider; or (vii) the existence of any loans made to a Tenant by the
Property Manager, the Special Servicer or Spirit Finance or any Affiliate of
the Property Manager, the Special Servicer or Spirit Finance.


 


“Servicing
Transfer Agreement”:  As
defined in Section 5.04.


 


“Servicing
Transfer Date”:  As
defined in Section 5.04.


 


“Servicing
Transfer Event”:  With
respect to any Mortgaged Property, the occurrence of any of the events
described in clauses (a) through (e) of the definition of “Specially
Serviced Lease.”  With Respect to any
Mortgage Loan, the occurrence of any of the events described in clauses (a) through
(e) of the definition of “Specially Serviced Mortgage Loan.”


 


“Special
Servicer”:  Spirit Finance,
in its capacity as special servicer under this Agreement, or any successor
special servicer appointed as herein provided.


 


“Special
Servicer Additional Servicing Compensation”:  As defined in Section 3.11(d).


 


“Special
Servicer Report”:  As
defined in Section 4.01(b).


 


“Special
Servicing Fee”:  With
respect to each Specially Serviced Asset, the fee designated as such and
payable to the Special Servicer pursuant to the first paragraph of Section 3.11(c).


 


“Special
Servicing Fee Rate”:  With
respect to each Specially Serviced Asset, a fixed percentage rate equal to 0.75%
per annum.


 


“Specially Serviced Asset”:  A Specially Serviced Lease or a Specially
Serviced Mortgage Loan.


 


“Specially Serviced Lease”:  Any Mortgaged Property as to which any of the
following events has occurred:


 


(a) any Monthly Lease Payment becomes delinquent
60 or more consecutive days;


 


(b) the Property Manager determines in its good
faith and reasonable judgment that a default in making a Monthly Lease Payment
is likely to occur within 30 days and is not likely to be remedied for 60 days;


 


(c) the Property Manager receives written notice
from the Tenant indicating that such Tenant cannot make future Monthly Lease
Payments or requesting a reduction in the amount of its payment;


 


25

















 


(d) a default (other than as described in clause (a) above)
occurs that materially and adversely affects the interests of the Issuers and
that continues unremedied for the applicable grace period under the terms of
the Lease (or, if no grace period is specified, for 30 days); or


 


(e) the related Tenant becomes insolvent,
readjusts its debt, is subject to marshaling of assets and liabilities, or
similar proceedings in respect of the related Tenant occur, or as to which the
related Tenant takes certain actions indicating its insolvency or its inability
to pay its obligations or the Property Manager or the Special Servicer receives
notice of commencement of foreclosure or similar proceedings with respect to
the related Mortgaged Property.


 


“Specially Serviced
Mortgage Loan”:  Any
Mortgage Loan as to which any of the following events has occurred:


 


(a) any Monthly Loan Payment becomes delinquent
60 or more consecutive days;


 


(b) the Property Manager determines in its good
faith and reasonable judgment that a default in making a Monthly Loan Payment
is likely to occur within 30 days and is not likely to be remedied for 60 days;


 


(c) the Property Manager receives written notice
from the Borrower indicating that such Borrower cannot make future Monthly Loan
Payments or requesting a reduction in the amount of its payment;


 


(d) a default (other than as described in clause (a) above)
occurs that materially and adversely affects the interests of the Issuers and
that continues unremedied for the applicable grace period under the terms of
the Mortgage Loan (or, if no grace period is specified, for 30 days); or


 


(e) the related Borrower becomes insolvent,
readjusts its debt, is subject to marshaling of assets and liabilities, or
similar proceedings in respect of the related Borrower occur, or as to which
the related Borrower takes certain actions indicating its insolvency or its
inability to pay its obligations or the Property Manager or the Special
Servicer receives notice of commencement of foreclosure or similar proceedings
with respect to the related Mortgaged Property.


 


“Spirit Finance”:  Spirit Finance Corporation, a Maryland
corporation, and its successors and assigns.


 


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


 


“Sub-Manager”:  Any Person with which the Property Manager or
the Special Servicer has entered into a Sub-Management Agreement.


 


“Sub-Management
Agreement”:  The written
contract between the Property Manager or the Special Servicer, on the one hand,
and any Sub-Manager, on the other hand,


 


26

















 


relating to servicing and administration of Mortgage
Loans, Leases and Mortgaged Properties, as provided in Section 3.21.


 


“Successor Property Manager”:  As defined in Section 6.01(b).


 


“Successor Replacement Date”:  As defined in Section 6.01(b).


 


“Successor Special Servicer”:  As defined in Section 6.01(b).


 


“Support Provider”:
Spirit Finance or any successor support provider.


 


“Sweep Period”:  As defined in the Indenture.


 


“Tax
Required Condition”:  As
defined in Section 7.01(a).


 


“Tenant”:  With respect to each Lease, the tenant
under such Lease and any successor or assign thereof.


 


“Third Party Option Mortgaged Property”:  As defined in Section 7.02(a).


 


“Third
Party Option Price”:  A
cash price equal to the amount specified in a related Lease or other Lease
Document or Loan Document, as applicable, as payable by a Tenant or any other
Person in connection with the exercise of a Third Party Purchase Option.


 


“Third
Party Purchase Option”: An option of a Tenant or any other
Person under or in connection with a Lease or related agreements to purchase
the related Mortgaged Property before or at the expiration of the Lease term
for an amount equal to the Third Party Option Price.


 


“Title Company”:  As defined in Section 2.03(a).


 


“Title Insurance Policies”:  As defined in Section 2.03(a).


 


“Total Assets”:  With respect to any Person, as of any date of
determination, the consolidated gross book value of all assets of such Person
and its subsidiaries, calculated in accordance with GAAP.


 


“Total Debt Service”:  As defined in the Indenture.


 


“Total Indebtedness”:  With respect to any Person, as of any date of
determination, (x) the aggregate outstanding indebtedness of such Person
secured by a first priority lien on real property and (y) borrowings that are
not secured by any specific asset of the Person that rank senior as to
preference over other indebtedness of such Person and its subsidiaries,
calculated on a consolidated basis in accordance with GAAP.


 


“Transfer Date”:  The date on which a Mortgage Loan or Mortgaged
Property is acquired by the applicable Issuer.


 


27

















 


“Transaction Documents”:  As defined in the Indenture.


 


“Unscheduled Principal
Payment”:  On any Payment
Date, the sum of (a) the Unscheduled Proceeds deposited into the
Collection Account for such Payment Date plus (b) any Purchase Option
Deficiency from the related Collection Period, together with any unpaid
Purchase Option Deficiency from any prior Payment Date.


 


“Unscheduled Proceeds”:  Collectively, Liquidation Proceeds,
Condemnation Proceeds, Property Insurance Proceeds, Release Prices and Purchase
Premiums; provided, however, that any amounts which are on
deposit in the Release Account shall not be deemed Unscheduled Proceeds until
such amounts have been transferred to the Collection Account and are available
therein.


 


“Uniform Commercial
Code”:  The Uniform Commercial
Code as in effect in any applicable jurisdiction.


 


“Workout
Fee”:  With respect to
each Corrected Mortgage Loan and each Corrected Lease, the fee payable to the
Special Servicer pursuant to Section 3.11(f).


 


“Workout
Fee Rate”:  With respect
to each Corrected Mortgage Loan and each Corrected Lease, a fixed percentage
rate equal to 0.50%.


 


“Yield Maintenance Premium”:
With respect to any Mortgage Loan, any premium, penalty or fee paid or payable,
as the context requires, by a Borrower in connection with a Principal
Prepayment on or other early collection of principal of a Mortgage Loan.


 


Section 1.02.                                     Other
Definitional Provisions.


 


(a)                          All
terms defined in this Agreement shall have the defined meanings when used in
any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.


 


(b)                         As
used in this Agreement and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this
Agreement or in any such certificate or other document, and accounting terms
partly defined in this Agreement or in any such certificate or other document,
to the extent not defined, shall have the respective meanings given to them
under GAAP. To the extent that the definitions of accounting terms in this
Agreement or in any such certificate or other document are inconsistent with
the meanings of such terms under GAAP, the definitions contained in this
Agreement or in any such certificate or other document shall control.


 


(c)                          The
words “hereof,” “herein,” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or to
this Agreement unless otherwise specified; a reference to a subsection or
other subdivision without further reference to a Section is a reference to
such subsection or other subdivision as contained in the Section in
which the


 


28

















 


reference appears; and the words “include” and “including” shall mean
without limitation by reason of enumeration.


 


(d)                         The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as the feminine
and neuter genders of such terms.


 


(e)                          Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to
a Person are also to its permitted assignees.


 


Section 1.03.                                     Certain
Calculations in Respect of the Leases and the Mortgage Loans.


 


(a)                          All
amounts collected in respect of any Lease in the form of payments from the
related Tenants, Guaranties, Property Insurance Proceeds or otherwise shall be
applied to amounts due and owing under the Lease in accordance with the express
provisions of such Lease, and all amounts collected in respect of any Mortgage
Loan in the form of payments from the related Borrower, Guaranties,
Liquidation Proceeds or Property Insurance Proceeds shall be applied to amounts
due and owing under the related Mortgage Note and Mortgage (including for
principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Note and Mortgage; in the absence of such
express provisions, all amounts collected shall be applied for purposes of this
Agreement:  (i) with respect to
amounts collected in respect to any Lease, first, as a recovery of any
related and unreimbursed Property Protection Advances, and second, in
accordance with the Servicing Standard, but subject to Section 1.03(c),
as a recovery of any other amounts then due and owing under such Lease,
including, without limitation, Percentage Rent and Default Interest; and (ii) with
respect to amounts collected in respect of any Mortgage Loan, first, as
a recovery of any related and unreimbursed Property Protection Advances, second,
as a recovery of accrued and unpaid interest at the related Interest Rate on
such Mortgage Loan to but not including, as appropriate, the date of receipt or
the Due Date in the Collection Period of receipt, third, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of
acceleration of the Mortgage Loan following a default thereunder (or, if a
liquidation event has occurred in respect of such Mortgage Loan, a recovery of
principal to the extent of its entire remaining unpaid principal balance), fourth,
as a recovery of any Yield Maintenance Premium then due and owing under such
Mortgage Loan, fifth, in accordance with the Servicing Standard, but
subject to Section 1.03(c), as a recovery of any other amounts then
due and owing under such Mortgage Loan, including Default Interest, and sixth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of
its entire remaining unpaid principal balance. Any proceeds derived from an
unleased Mortgaged Property (exclusive of related operating costs, including
reimbursement of Property Protection Advances made by the Property Manager or
the Back-Up Manager in connection with the operation and disposition of such
Mortgaged Property) shall be applied by the Property Manager in the same manner
as if they were Monthly Lease Payments due on the previously existing Lease for
such Mortgaged Property until such Lease becomes a Liquidated Lease pursuant to
the terms of such Lease and the related Lease Documents. With respect to


 


29

















 


any Companion Loan or Participated Mortgage Loan, the amounts collected
in respect of such Mortgage Loan shall be allocated in accordance with the
applicable Pari Passu Co-Lender Agreement or Participation Agreement therefor.


 


(b)                         Collections
in respect of each REO Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, maintaining and disposing of such
REO Property) shall be treated: first, as a recovery of any related and
unreimbursed Property Protection Advances; second, as a recovery of
accrued and unpaid interest on the related Mortgage
Loan at the related Interest Rate to but not including the Due Date in the
Collection Period of receipt; third, as a recovery of principal of the
related Mortgage Loan to the extent of its entire unpaid principal balance; and
fourth, in accordance with the Servicing Standard, but subject to Section 1.03(c),
as a recovery of any other amounts deemed to be due and owing in respect of the
related Mortgage Loan.


 


(c)                          Insofar
as amounts received in respect of any Lease, Mortgage Loan or REO Property and
allocable to fees and charges owing in respect of such Lease, Mortgage Loan or
REO Property constituting Additional Servicing Compensation payable to the
Property Manager or Special Servicer are insufficient to cover the full amount
of such fees and charges, such amounts shall be allocated between such of those
fees and charges as are payable to the Property Manager, on the one hand, and
as are payable to the Special Servicer, on the other, pro rata in
accordance with their respective entitlements.


 


(d)                         The
foregoing applications of amounts received in respect of any Lease, Mortgage
Loan or REO Property shall be determined by the Property Manager and reflected
in the appropriate monthly Determination Date Report and any Modified
Collateral Detail and Realized Loss Report.


 


(e)                          Notwithstanding
the early termination of any Lease resulting from a default by the related
Tenant, such Lease will be treated for purposes of determining Servicing Fees
and Indenture Trustee Fees as remaining in effect until such Lease becomes a
Liquidated Lease.


 


Section 1.04.                                     Fee
Calculations; Interest Calculations.


 


(a)                          The
calculation of the Servicing Fees shall be made in accordance with Section 3.11.
All dollar amounts calculated hereunder shall be rounded to the nearest penny
with one-half of one penny being rounded up.


 


(b)                         The
amount of interest accrued on each Mortgage Loan during any Interest Accrual
Period will be calculated in arrears on the basis of the Interest Rate for such
Mortgage Loan and the accrual period specified in the related Mortgage Note.


 


30

















 


ARTICLE II


 


REPRESENTATIONS AND WARRANTIES;
RECORDINGS AND FILINGS; BOOKS AND RECORDS; DEFECT, BREACH, CURE, REPURCHASE AND
SUBSTITUTION; FINANCIAL COVENANTS


 


Section 2.01.                                     Representations
and Warranties of Spirit Finance and the Back-Up Manager.


 


(a)                          Spirit
Finance represents and warrants to the other parties hereto, and for the
benefit of the Issuers, the Indenture Trustee on behalf of the Noteholders and
the Insurers, as of each Series Closing Date:


 


(i)                                     Spirit
Finance is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Maryland and is in compliance with the laws of
each state (within the United States of America) in which any Mortgaged
Property is located to the extent necessary to its performance under this
Agreement;


 


(ii)                                  The
execution and delivery of this Agreement by Spirit Finance, and the performance
and compliance with the terms of this Agreement by Spirit Finance, do not
violate its organizational documents or constitute an event that, with notice
or lapse of time, or both, would constitute a default under, or result in the
breach of, any material agreement or other instrument to which it is a party or
by which it is bound;


 


(iii)                               Spirit Finance has the
corporate power and authority to enter into and consummate all transactions to
be performed by it contemplated by this Agreement, has duly authorized the
execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)                              This
Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of
Spirit Finance, enforceable against Spirit Finance in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)                                 Spirit
Finance is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this Agreement
will not constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely to affect
materially and adversely either the ability of Spirit Finance to perform its
obligations under this Agreement or the financial condition of Spirit Finance;


 


31

















 


(vi)                              No
litigation is pending or, to Spirit Finance’s knowledge, threatened against
Spirit Finance that is reasonably likely to be determined adversely to Spirit
Finance and, if determined adversely to Spirit Finance, would prohibit Spirit
Finance from entering into this Agreement or that, in Spirit Finance’s good
faith and reasonable judgment, is likely to materially and adversely affect
either the ability of Spirit Finance to perform its obligations under this
Agreement or the financial condition of Spirit Finance;


 


(vii)                           No consent, approval,
authorization or order under any court or governmental agency or body is
required for the execution, delivery and performance by Spirit Finance of, or
the compliance by Spirit Finance with, this Agreement or the consummation of
the transactions of Spirit Finance contemplated by this Agreement, except for
any consent, approval, authorization or order that has been obtained or that if
not obtained would not have a material and adverse affect on the ability of
Spirit Finance to perform its obligations hereunder;


 


(viii)                        Each officer and employee of
Spirit Finance that has responsibilities concerning the management, servicing
and administration of Mortgaged Properties, Leases and Mortgage Loans is
covered by errors and omissions insurance and the fidelity bond as and to the
extent required by Section 3.07(c).


 


(b)                         The
representations and warranties of Spirit Finance set forth in Section 2.01(a) shall
survive the execution and delivery of this Agreement and shall inure to the
benefit of the Persons to whom and for whose benefit they were made until all
amounts owed to the Noteholders and the Insurers under or in connection with
this Agreement, the Indenture, the Notes and the Insurance Agreements have been
indefeasibly paid in full. Upon discovery by any party hereto of any breach of
any of the foregoing representations and warranties, the party discovering such
breach shall give prompt written notice to the other parties.


 


(c)                          Any
successor Property Manager or Special Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 2.01(a), subject to such appropriate modifications
to the representation and warranty set forth in Section 2.01(a)(i) to
accurately reflect such successor’s jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.


 


(d)                         The
Back-Up Manager represents and warrants to the other parties hereto, and for
the benefit of the Issuers, the Indenture Trustee on behalf of the Noteholders
and the Insurers, as of each Series Closing Date:


 


(i)                                     The
Back-Up Manager is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and is in compliance with the
laws of each state (within the United States of America) in which any Mortgaged
Property is located to the extent necessary to its performance under this Agreement;


 


32

















 


(ii)                                  The
execution and delivery of this Agreement by the Back-Up Manager, and the
performance and compliance with the terms of this Agreement by the Back-Up
Manager, do not violate its organizational documents or constitute an event
that, with notice or lapse of time, or both, would constitute a default under,
or result in the breach of, any material agreement or other instrument to which
it is a party or by which it is bound;


 


(iii)                               The Back-Up Manager has
the corporate power and authority to enter into and consummate all transactions
to be performed by it contemplated by this Agreement, has duly authorized the
execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)                              This
Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of the
Back-Up Manager, enforceable against the Back-Up Manager in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors’ rights generally and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)                                 The
Back-Up Manager is not in violation of, and its execution and delivery of, this
Agreement and its performance and compliance with the terms of this Agreement
will not constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely to affect
materially and adversely either the ability of the Back-Up Manager to perform its
obligations under this Agreement or the financial condition of the Back-Up
Manager;


 


(vi)                              No
litigation is pending or, to the Back-Up Manager’s knowledge, threatened
against the Back-Up Manager that is reasonably likely to be determined
adversely to the Back-Up Manager and, if determined adversely to the Back-Up
Manager, would prohibit the Back-Up Manager from entering into this Agreement
or that, in the Back-Up Manager’s good faith and reasonable judgment, is likely
to materially and adversely affect either the ability of the Back-Up Manager to
perform its obligations under this Agreement or the financial condition of
the Back-Up Manager;


 


(vii)                           No consent, approval,
authorization or order under any court or governmental agency or body is
required for the execution, delivery and performance by the Back-Up Manager of,
or the compliance by the Back-Up Manager with, this Agreement or the
consummation of the transactions contemplated by the Back-Up Manager by this
Agreement, except for any consent, approval, authorization or order that has
been obtained or that if not obtained would not have a material and adverse
affect on the ability of the Back-Up Manager to perform its obligations
hereunder.


 


33

















 


(viii)                        Each officer and employee of
the Back-Up Manager that has responsibilities concerning the management,
servicing and administration of the Mortgaged Properties, Leases and Mortgage
Loans is covered by errors and omissions insurance and the fidelity bond as and
to the extent required by Section 3.07(c).


 


Section 2.02.                                     Representations
and Warranties of the Issuers.


 


(a)                                  Each
Issuer hereby represents and warrants to each of the other parties hereto and
for the benefit of the Indenture Trustee, on behalf of the Noteholders and the
Insurers as of each Series Closing Date on or after the date on which such
Issuer becomes a party to this Agreement:


 


(i)                                     Such
Issuer is a limited liability company duly organized, validly existing, and in
good standing under the laws of the State of Delaware and is in compliance with
the laws of each state (within the United States of America) in which any
applicable Mortgaged Property is located to the extent necessary to its
performance under this Agreement;


 


(ii)                                  The
execution and delivery of this Agreement by such Issuer, and the performance
and compliance with the terms of this Agreement by such Issuer, do not violate
its organizational documents or constitute an event that, with notice or lapse
of time, or both, would constitute a default under, or result in the breach of,
any material agreement or other instrument to which it is a party or by which
it is bound;


 


(iii)                               Such Issuer has the
limited liability company power and authority to enter into and consummate all
transactions to be performed by it contemplated by this Agreement, has duly
authorized the execution, delivery and performance by it of this Agreement and
any applicable Joinder Agreement, and has duly executed and delivered this
Agreement and any applicable Joinder Agreement;


 


(iv)                              This
Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of such
Issuer, enforceable against such Issuer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)                                 Such
Issuer is not in violation of, and its execution and delivery of, this
Agreement or any applicable Joinder Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of,
any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority,
which violation is likely to affect materially and adversely either the ability
of such


 


34

















 


Issuer to perform its obligations under this Agreement or the
financial condition of such Issuer;


 


(vi)                              No
litigation is pending or, to such Issuer’s knowledge, threatened against such Issuer
that is reasonably likely to be determined adversely to such Issuer and, if
determined adversely to such Issuer, would prohibit such Issuer from entering
into this Agreement or that, in such Issuer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of
such Issuer to perform its obligations under this Agreement or the
financial condition of such Issuer;


 


(vii)                           No consent, approval,
authorization or order under any court or governmental agency or body is
required for the execution, delivery and performance by such Issuer of, or the
compliance by such Issuer with, this Agreement or the consummation of the
transactions of such Issuer contemplated by this Agreement, except for any
consent, approval, authorization or order that has been obtained or that if not
obtained would not have a material and adverse affect on the ability of such
Issuer to perform its obligations hereunder;


 


(viii)                        Each officer and employee of
such Issuer that has responsibilities concerning the management, servicing and
administration of the applicable Mortgaged Properties, Leases and Mortgage
Loans is covered by errors and omissions insurance and the fidelity bond as and
to the extent required by Section 3.07(c); and


 


(ix)                                To
such Issuer’s knowledge, each of the Mortgaged Properties owned by such Issuer
or securing a Mortgage Loan owned by such Issuer is a commercial property and
is operated for commercial purposes.


 


(b)                                 The
representations and warranties of each Issuer set forth in Section 2.02(a) shall
survive the execution and delivery of this Agreement and shall inure to the
benefit of the Persons to whom and for whose benefit they were made for so long
as such Issuer remains in existence. Upon discovery by any party hereto of any
breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the other parties.


 


Section 2.03.                                     Recordings
and Filings; Books and Records.


 


(a)                                  In
connection with the Grant made by the Issuers to the Indenture Trustee pursuant
to the Granting Clause of the Indenture, each Issuer shall cause the delivery
of the applicable Lease Files for the Leases and the applicable Loan Files for
the applicable Mortgage Loans to the Custodian in accordance with the Custody
Agreement for the benefit of the Indenture Trustee in furtherance of such Grant
and such Issuer shall cause: (i) with respect to the Mortgaged Properties
owned by such Issuer (A) each Mortgage, Financing Statement and
continuation statement referred to in the definition of “Lease File” in the
Custody Agreement to be submitted to the appropriate Title Company (as defined
below) on or before the applicable


 


35

















 


Series Closing Date or Transfer Date for
recording or filing, as the case may be, in the appropriate public office
for real property records or for Financing Statements, at the expense of such
Issuer and (B) each title insurance binder or commitment referred to in
the definition of “Lease File” in the Custody Agreement to be issued as a final
title insurance policy by the title companies (the “Title
Companies”) issuing the same (the “Title
Insurance Policies”); and (ii) with respect to the Mortgage
Loans owned by such Issuer, promptly (and in any event within 60 days following
the applicable Series Closing Date or Transfer Date) each assignment of
Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of
the definition of “Loan File” in the Custody Agreement and each Financing
Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent
referred to in clause (iii) of such definition to be submitted for
recording or filing, as the case may be, in the appropriate public office
for real property records or for Financing Statements. Each such assignment and
each Mortgage shall reflect that, following recording, it should be returned by
the public recording office to the Custodian, on behalf of the Indenture
Trustee (or to the Property Manager (or its designee), who shall then deliver
such recorded document to the Custodian), and each such Financing Statement
shall reflect that the file copy thereof should be returned to the Custodian,
for the benefit of the Indenture Trustee (or to the Property Manager (or its
designee), who shall then deliver such filed document to the Custodian)
following filing; provided, that in those instances where the public
recording office retains the original Mortgage, assignment of Mortgage and
assignment of Assignment of Leases, the Property Manager, on behalf of the
Indenture Trustee, shall obtain therefrom a certified copy of the recorded
original. Each of the Title Companies issuing the Title Insurance Policies
shall be instructed by the applicable Issuer to deliver such policies to the Custodian,
for the benefit of the Indenture Trustee. The Property Manager, on behalf of
the Indenture Trustee, shall use reasonable efforts to diligently pursue with
the Title Companies the return of each of the Mortgages, assignments of
Mortgage and Financing Statements from the appropriate recording or filing
offices and the delivery of the Title Insurance Policies by the related Title
Companies. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the applicable
Issuer shall promptly prepare and cause to be executed a substitute therefor or
cure such defect, as the case may be, and thereafter, such Issuer shall
cause the same to be duly recorded or filed, as appropriate. The Property
Manager shall file any continuation statements necessary to continue the
effectiveness of the Financing Statements.


 


(b)                                 Each
Issuer shall deliver to and deposit with, or cause to be delivered to and
deposited with, the Property Manager all documents and records in the
possession of such Issuer or any related Originators that relate to the
applicable Mortgaged Properties, Leases and Mortgage Loans and that are not
required to be a part of a Lease File or a Loan File in accordance with
the definition thereof, and the Property Manager shall hold all such documents
and records in trust on behalf of the Indenture Trustee (in hard copy or
electronic format). The Property Manager’s possession of such documents and
records shall be at the will of the related Issuer and the Indenture Trustee
for the sole purpose of facilitating the servicing of the applicable Leases,
Mortgage Loans and Mortgaged Properties pursuant to this Agreement and such
possession by the Property Manager shall be in a custodial capacity only on
behalf of the Indenture Trustee. The ownership of such documents and records
shall be vested in each Issuer, as applicable, subject to the lien of the
Indenture, and the ownership of all documents and records with respect to the
applicable Leases, Mortgage Loans and Mortgaged Properties


 


36

















 


that are prepared by or which come into possession of
the Property Manager or the Special Servicer shall immediately vest in such
Issuer, subject to the lien of the Indenture, and shall be delivered to and
deposited with the Property Manager, in the case of documents or records in the
hands of the Special Servicer, and retained and maintained in trust by the
Property Manager in such custodial capacity only on behalf of the Indenture
Trustee, except as otherwise provided herein. All such documents and records
shall be appropriately maintained in a manner to clearly reflect the ownership
of such documents and records by the applicable Issuers, subject to the lien of
the Indenture, and that such documents and records are being held on behalf of
the Indenture Trustee, and the Property Manager shall release such documents
and records from its custody only in accordance with this Agreement.


 


(c)                          [Reserved].


 


(d)                         The
Property Manager shall monitor the delivery of the Lease Files and the Loan
Files to the Custodian, for the benefit of the Indenture Trustee.


 


Section 2.04.                                     Repurchase
or Transfer for Collateral Defects and Breaches of Representations and
Warranties.


 


(a)                          If
any party hereto discovers that any document required to be included in any
Loan File or Lease File is missing (after the date it is required to be
delivered) or otherwise deficient or that there exists a breach of any of the
representations and warranties made by any Originator set forth in the
applicable Purchase and Sale Agreement or any Issuer as required under Section 2.19
of the Indenture with respect to any applicable Mortgage Loan or Mortgaged
Property, and if such absence, deficiency or breach materially and adversely
affects the value of any Mortgage Loan, Mortgaged Property or Lease or the
interests of the applicable Issuer, the Noteholders or the Insurers therein,
such party shall give prompt written notice thereof to the other parties hereto
and each Insurer. If such deficiency or breach materially and adversely affects
the value of any Mortgage Loan, Mortgaged Property or Lease or the interests of
the applicable Issuer, the Noteholders or the Insurers therein (a “Collateral Defect”), (a) within
60 days following notice thereof, the applicable Originator or the applicable
Issuer, as the case may be, shall deliver the missing document or cure the
deficiency or breach, as the case may be, in all material respects or (b) the
applicable Originator or the Support Provider, as required under the
Performance Undertaking, shall repurchase such Mortgage Loan or Mortgaged
Property and the related Lease from the applicable Issuer at an amount equal to
the Payoff Amount, or exchange one or more Qualified Substitute Mortgage Loans
or Qualified Substitute Mortgaged Properties for such Mortgage Loan or
Mortgaged Property, as the case may be; provided, that if (i) such
Collateral Defect is capable of being cured but not within such 60-day period, (ii) the
applicable Cure Party has commenced and is diligently proceeding with the cure
of such Collateral Defect within such 60-day period, and (iii) prior to
the end of such 60-day period, the applicable Cure Party shall have delivered
to the applicable Issuer, the Property Manager and the Indenture Trustee a
certification executed on its behalf by an officer thereof setting forth the
reason such Collateral Defect is not capable of being cured within an initial
60-day period and what actions such Cure Party is pursuing in connection with
the cure thereof and stating that it anticipates that such Collateral Defect
will be cured within an additional period not to exceed 60 more days, then such
Cure Party shall have up to an additional 60 days commencing on the 61st
day from receipt of such request to complete such


 


37

















 


cure. If the affected Mortgaged Property or Mortgage Loan is to be
repurchased, funds in the amount of the Payoff Amount shall be wired to the
Release Account, and the Property Manager shall promptly notify the applicable
Issuer, the Back-Up Manager, and the Indenture Trustee when such deposit is
made. In addition, failure to deliver the documents specified in clauses (i),
(ii), (iv) or (ix) of the definition of “Loan File” or clauses (i), (iv) or
(v) in the definition of “Lease File” shall be deemed to constitute a
Collateral Defect.


 


In the event that any Cure Party elects to substitute
one or more Qualified Substitute Mortgaged Properties or Qualified Substitute
Mortgage Loans for the affected Mortgaged Property or Mortgage Loan pursuant to
this Section 2.04(a), such Cure Party shall give notice of same to
the Back-Up Manager, each Issuer and each Insurer and deliver, or cause to be
delivered, to the Custodian all documents as specified in the definition of “Lease
File” or “Loan File” in the Custody Agreement with respect to such Qualified
Substitute Mortgaged Property or Qualified Substitute Mortgage Loan no later
than the date such Qualified Substitute Mortgaged Property or Qualified
Substitute Mortgage Loan is acquired by the applicable Issuer. Monthly Lease
Payments due with respect to Qualified Substitute Mortgaged Properties and
Monthly Loan Payments due with respect to Qualified Substitute Mortgage Loans
in the month of substitution shall not be part of the Collateral and will
be retained by the Property Manager and remitted by the Property Manager to the
applicable Cure Party. For the month of substitution, the applicable Issuer
shall be entitled to receive the Monthly Lease Payment due on the Lease for any
Mortgaged Property to be repurchased in such month and the Monthly Loan Payment
due on any Mortgage Loan to be repurchased in such month and thereafter the
applicable Person acquiring such Mortgaged Property or Mortgage Loan shall be
entitled to retain all amounts received in respect of such Lease or Mortgage
Loan. On or prior to the effective date of any such substitution, the Property
Manager shall deliver to the Indenture Trustee, the Insurers and the Issuers an
amended Mortgaged Property Schedule and Mortgage Loan Schedule reflecting
the addition to the Collateral of each new Qualified Substitute Mortgaged
Property and Lease, and each new Qualified Substitute Mortgage Loan and the
removal from the Collateral of each repurchased Mortgaged Property and Lease
and each repurchased Mortgage Loan. Upon such substitution, the Qualified
Substitute Mortgaged Property and/or Qualified Substitute Mortgage Loan shall
be subject to the terms of this Agreement in all respects, and the applicable
Cure Party shall be deemed to have made the representations and warranties, as
of the date of such substitution, with respect to the Qualified Substitute
Mortgaged Property and/or Qualified Substitute Mortgage Loan, contained in the
Purchase and Sale Agreement, except to the extent the Insurers, in their
discretion, otherwise give their prior written consent to any modification of
such representations and warranties and 20 days’ prior written notice is given
to the Rating Agencies.


 


(b)                         Upon
receipt of an Officer’s Certificate from the Property Manager to the effect
that the full amount of the Payoff Amount for any Mortgage Loan or Mortgaged
Property (or the shortfalls and expenses related to any substitution) as
contemplated by Section 2.04(a) has been deposited in the
Release Account or the Collection Account, as applicable, and that all
requirements for such repurchase (or substitution) have been satisfied, which
Officer’s Certificate shall be furnished by the Property Manager promptly after
such requirements have been satisfied, the Indenture Trustee or the Custodian,
as applicable, shall release or cause to be released to the Person acquiring
such Mortgaged Property or Mortgage Loan, or its designee,


 


38

















 


the related Lease File or Loan File, as applicable, and each of the
applicable Issuer, the Indenture Trustee and the Collateral Agent shall execute
and deliver such instruments of release, transfer and assignment, in each case
without recourse, as shall be provided to it and are reasonably necessary to
vest in such Person the ownership of such Mortgaged Property and the related
Lease or Mortgage Loan, free and clear of the lien of the Indenture and the
related Mortgage. The Property Manager shall, and is hereby authorized and
empowered by each applicable Issuer and the Indenture Trustee to, prepare,
execute and deliver in its own name, on behalf of such Issuer, the Indenture
Trustee and the Collateral Agent or any of them, the endorsements, assignments
and other documents contemplated by this Section 2.04(b), and such
Issuer, the Indenture Trustee and the Collateral Agent shall execute and
deliver any limited powers of attorney substantially in the form of Exhibit D
necessary to permit the Property Manager to do so; provided, however,
that none of the Issuers, the Issuer Members, the Indenture Trustee or the
Collateral Agent shall be held liable for any misuse of any such power of
attorney by the Property Manager and the Property Manager hereby agrees to
indemnify the Issuers, the Issuer Members, the Indenture Trustee and the
Collateral Agent against, and hold the Issuers, the Issuer Members, the
Indenture Trustee and the Collateral Agent harmless from, any loss or liability
arising from any misuse of such power of attorney. In connection with any such
repurchase or substitution by any Cure Party, the Property Manager or the
Special Servicer, as appropriate, shall deliver the related Lease File or Loan
File, as applicable, to such Cure Party.


 


(c)                          If
any Cure Party or the Support Provider defaults on its obligations to
repurchase or substitute for any Mortgaged Property as contemplated by Section 2.04(a) or
the applicable Performance Undertaking, as the case may be, the Property
Manager shall promptly notify the Issuers, the Insurers, the Back-Up Manager
and the Indenture Trustee and shall take such actions with respect to the
enforcement of such obligations, including the institution and prosecution of
appropriate proceedings, as the Property Manager shall determine, in its good
faith and reasonable judgment, are in the best interests of the applicable
Issuer, the Noteholders and the Insurers. In the event the Property Manager
fails to take such actions, the Back-Up Manager shall do so if it has notice of
such default by the Property Manager. Any and all expenses incurred by the
Property Manager or the Back-Up Manager with respect to the foregoing shall
constitute Property Protection Advances in respect of the affected Mortgaged
Property.


 


Section 2.05.                                             Non-Petition
Agreement.


 


The Issuers will cause each party to any purchase and sale agreement or
loan purchase agreement between any such Issuer and seller of Mortgage Loans or
Mortgaged Properties pursuant thereto to covenant and agree that such party shall
not institute against, or join any other Person in instituting against, any
Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or any other proceeding under any federal or state bankruptcy or
similar law.


 


39

















 


ARTICLE III


 


ADMINISTRATION AND SERVICING OF
MORTGAGED PROPERTIES AND LEASES


 


Section 3.01.                                     Administration
of the Mortgaged Properties, Leases and Mortgage Loans.


 


(a)                          Each
of the Property Manager and the Special Servicer shall service and administer
the Mortgaged Properties, Leases and Mortgage Loans that it is obligated to
service and administer pursuant to this Agreement on behalf of the applicable
Issuers, and in the best interests and for the benefit of the holders of the
Notes and the LLC Interests and the Insurers (as a collective whole) in
accordance with any and all applicable laws and the terms of this Agreement,
the Property Insurance Policies and the respective Leases and Mortgage Loans
and, to the extent consistent with the foregoing, in accordance with the
Servicing Standard. Without limiting the foregoing, and subject to Section 3.20,
(i) the Property Manager shall service and administer each Lease (and each
related Mortgaged Property) and each Mortgage Loan as to which no Servicing
Transfer Event has occurred and each Corrected Lease and Corrected Mortgage
Loan, and (ii) the Special Servicer shall service and administer each
Lease (and each related Mortgaged Property) and each Mortgage Loan as to which
a Servicing Transfer Event has occurred and that is not a Corrected Lease or
Corrected Mortgage Loan, as applicable; provided, however, that
the Property Manager shall continue to collect information and prepare and
deliver all reports to the Indenture Trustee and the Issuers required hereunder
with respect to any Specially Serviced Leases (and the related Mortgaged
Properties) and Specially Serviced Mortgage Loans, and further to render such
incidental services with respect to any Specially Serviced Assets as are
specifically provided for herein. No direction, consent or approval or lack of
direction, consent or approval of any Insurer, any Controlling Party or the
Requisite Global Majority may (and the Special Servicer or the Property
Manager will ignore and act without regard to any such advice or approval or
lack of approval that the Special Servicer or the Property Manager has
determined, in its reasonable, good faith judgment, would) (A) require or
cause the Special Servicer or the Property Manager to violate applicable law,
the Servicing Standard (unless Spirit Finance is the Property Manager or
Special Servicer, as applicable) or the terms of any Mortgage Loan or any Lease
or (B) expand the scope of the Property Manager’s or Special Servicer’s
responsibilities under this Agreement. In addition, neither the Property
Manager nor the Special Servicer, acting in its individual capacity, shall take
any action or omit to take any action as lessor of any Collateral if such
action or omission would materially and adversely affect the interests of the
holders of the Notes or the LLC Interests, the Insurers or the Issuers. None of
the Property Manager, the Special Servicer or the Back-Up Manager shall be
liable to the Indenture Trustee, the Insurers, any Noteholder or any other
Person for following any direction of an Insurer or Controlling Party
hereunder.


 


(b)                         Subject
to Section 3.01(a), the Property Manager and the Special Servicer
each shall have full power and authority, acting alone, to do or cause to be
done any and all things in connection with such servicing and administration
that it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Property Manager and the Special Servicer, in its
own name, with respect to each of the Mortgaged Properties, Leases and Mortgage
Loans it is obligated to service hereunder, is hereby authorized and empowered


 


40

















 


by the applicable Issuers and the Indenture Trustee to execute and deliver,
on behalf of each such Issuer and the Indenture Trustee: (i) any and all
financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by any Mortgage or other
security document in the related Asset File on the related Collateral; (ii) in
accordance with the Servicing Standard and subject to Sections 3.08 and 3.19,
any and all modifications, waivers, amendments or consents to or with respect
to any documents contained in the related Asset File; and (iii) any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments. Subject to Section 3.10,
each applicable Issuer and the Indenture Trustee shall, at the written request
of a Servicing Officer of the Property Manager or the Special Servicer,
furnish, or cause to be so furnished, to the Property Manager or the Special
Servicer, as the case may be, any limited powers of attorney
(substantially in the form of Exhibit D attached hereto) and
other documents necessary or appropriate to enable it to carry out its
servicing and administrative duties hereunder; provided, however,
that none of the Issuers, the Issuer Members or the Indenture Trustee shall be
held liable for any misuse of any such power of attorney by the Property
Manager or the Special Servicer and each of the Property Manager and the
Special Servicer hereby agree to indemnify the Issuers, the Issuer Members, the
Insurers, the Back-Up Manager and the Indenture Trustee against, and hold the
Issuers, the Issuer Members, the Insurers, the Back-Up Manager and the
Indenture Trustee harmless from, any cost, loss or liability arising from any
misuse by it of such power of attorney. Notwithstanding anything contained
herein to the contrary, the Property Manager shall not, without the Indenture
Trustee’s written consent: (i) initiate any action, suit or proceeding
solely under the Indenture Trustee’s name without indicating the Indenture
Trustee’s representative capacity or (ii) take any action with the intent
to cause, and which actually does cause, the Indenture Trustee to be registered
to do business in any state.


 


(c)                          Promptly
after any request therefor, the Property Manager shall provide to the Indenture
Trustee and the Insurers: (i) the most recent inspection report prepared
or obtained by the Property Manager or the Special Servicer in respect of each
Mortgaged Property pursuant to Section 3.12(a); (ii) the most
recent available operating statement and financial statements of the related
Obligor collected by the Property Manager or the Special Servicer pursuant to Section 3.12(b),
together with the accompanying written reports to be prepared by the Property
Manager or the Special Servicer, as the case may be, pursuant to Section 3.12(c);
and (iii) any and all notices and reports with respect to any Mortgaged
Property as to which environmental testing is contemplated by Section 10.08
of the Indenture.


 


(d)                         The
relationship of each of the Property Manager and the Special Servicer to the
Issuers and the Indenture Trustee under this Agreement is intended by the
parties to be and shall be that of an independent contractor and not that of a
joint venturer, partner or agent.


 


Section 3.02.                                     Collection
of Lease Payments and Loan Payments; Lockbox Accounts; Lockbox Transfer
Accounts.


 


(a)                          Each
of the Property Manager and the Special Servicer shall undertake reasonable
efforts to collect all payments called for under the terms and provisions of
the Leases and the Mortgage Loans it is obligated to service hereunder and
shall, to the extent such procedures shall be consistent with this Agreement,
follow such collection procedures as it


 


41

















 


would follow were it the owner of such Leases and Mortgage Loans.
Consistent with the foregoing, the Special Servicer or the Property Manager, as
the case may be, may waive any Net Default Interest or late payment
charge it is entitled to in connection with any delinquent payment on a Lease
or Mortgage Loan it is obligated to service hereunder.


 


(b)                         The
Property Manager shall establish and maintain one or more segregated accounts
(each, a “Lockbox Account”) with one or
more banks (each, a “Lockbox Account Bank”).
The Obligors shall be instructed to make all payments into a Lockbox Account.
Each Lockbox Account shall be an Eligible Account and may be an account to
which payments relating to other assets serviced or managed by the Property
Manager are paid; provided, that such account shall be in the nature of
a clearing account and the Property Manager shall not have access to such
account. Each of the Property Manager and the Special Servicer shall, on or
prior to each Series Closing Date (or, if applicable, such other date of
acquisition), as to those Leases and Mortgage Loans it is obligated to service
hereunder, instruct the related Obligor to make all Monthly Lease Payments and
Monthly Loan Payments to a Lockbox Account. The Property Manager shall cause
all amounts deposited into the Lockbox Account with respect to the Collateral
to be transferred to the Collection Account or the Lockbox Transfer Account
within one Business Day after such funds have been identified, cleared and
become available in accordance with the polices of the Lockbox Account Bank.


 


(c)                          The
Property Manager may establish and maintain one or more segregated
accounts in the name of the Property Manager on behalf of the Indenture
Trustee, held for the benefit of the Noteholders (each, a “Lockbox
Transfer Account”) with one or more banks (each, a “Lockbox Transfer Account Bank”).
Each Lockbox Transfer Account shall be an Eligible Account. Each Lockbox
Transfer Account shall be subject to an Account Control Agreement among the
Property Manager, the Indenture Trustee and the applicable Lockbox Transfer
Account Bank. Except as expressly permitted herein, neither the Property
Manager nor the Issuers will have any right of withdrawal from the Lockbox
Transfer Account, and the Property Manager hereby covenants and agrees that it
shall not withdraw, or direct any Person to withdraw, any funds from the
Lockbox Transfer Account.


 


Section 3.03.                                     Collection
of Real Estate Taxes and Insurance Premiums; Servicing Accounts; Property
Protection Advances; Emergency Property Expenses.


 


(a)                          Each
of the Property Manager and the Special Servicer shall, as to those Mortgaged
Properties, Leases and Mortgage Loans it is obligated to service hereunder,
establish and maintain one or more accounts (the “Servicing
Accounts”), and shall cause to be deposited from the Lockbox Transfer
Account or otherwise into such Servicing Accounts all Escrow Payments, security
deposits received from Tenants pursuant to the Leases, subject to the Tenants’
rights to such amounts (“Lease Security Deposits”),
and amounts required to be paid by the applicable Issuers as lessors under the
Leases in respect of sales taxes (“Sales Tax Deposits”).
Notwithstanding the foregoing, no Servicing Accounts shall be established and
maintained with respect to those Mortgaged Properties, Leases or Mortgage Loans
pursuant to which the Tenant or Borrower is not required to make Escrow
Payments, Lease Security Deposit or Sales Tax Deposits. Each Servicing Account
shall be an Eligible Account. Withdrawals of amounts so collected from a
Servicing Account (other than Lease Security Deposits) may be made only
to:  (i) effect payment of real
estate or personal property taxes,


 


42

















 


sales taxes, assessments, insurance premiums, ground rents (if
applicable) and comparable items (including taxes or other amounts that could
constitute liens prior to or on parity with the lien of the related Mortgage); (ii) refund
to Obligors any sums as may be determined to be overages; (iii) pay
interest, if required and as described below in clause (b), to Obligors
on balances in the Servicing Account; (iv) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with Section 8.01;
or (v) withdraw any amounts deposited in error; provided, however,
that Lease Security Deposits may not be withdrawn for such purposes and
shall be withdrawn only in accordance with the terms of the related Lease, to
be repaid to the related Tenant or applied in full or partial satisfaction of
the obligations of the related Tenant in accordance with the Servicing Standard
(for application in the same manner as payments in respect of such
obligations). Any remaining portion of such Lease Security Deposit shall be
withdrawn by the Property Manager from the Servicing Account and deposited into
the Collection Account and shall constitute part of the Available Amount
on the next Payment Date.


 


(b)                         The
Property Manager and the Special Servicer shall each pay or cause to be paid to
the Obligors interest, if any, earned on the investment of funds in Servicing
Accounts maintained thereby, if required by law or the terms of the related
Lease or Mortgage Loan. If the Property Manager or the Special Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding.


 


(c)                          Each
of the Property Manager and the Special Servicer shall, as to those Mortgaged
Properties and Mortgage Loans it is obligated to service hereunder, maintain
accurate records with respect to any Mortgaged Property and Mortgage Loan
reflecting the status of real estate taxes, ground rents, assessments and other
similar items that are or may become a lien thereon, and the status of
insurance premiums payable in respect thereof that, in each case, the related
Obligor is contractually or legally obligated to pay under the terms of the
applicable Lease or Mortgage Loan, and the Property Manager shall effect
payment thereof, as a Property Protection Advance or otherwise as payment of an
Emergency Property Expense from funds on deposit in the Collection Account, as
described below, if not paid by such Obligor prior to the applicable penalty or
termination date, promptly after the Property Manager receives actual notice
from any source of such nonpayment by such Obligor. For purposes of effecting
any such payment for which it is responsible, the Property Manager or the
Special Servicer, as the case may be, shall apply Escrow Payments as
allowed under the terms of the related Lease or Mortgage Loan or, if such Lease
or Mortgage Loan does not require the related Obligor to escrow for the payment
of real estate taxes, assessments and insurance premiums, each of the Property
Manager and the Special Servicer shall, as to those Leases and Mortgage Loans
it is obligated to service hereunder, enforce the requirement of the related
Lease and Mortgage Loan that such Obligor make payments in respect of such
items at the time they first become due.


 


(d)                         In
accordance with the Servicing Standard, the Property Manager shall advance with
respect to each Mortgaged Property, Lease and Mortgage Loan all such funds as
are necessary for the purpose of effecting the payment of (i) real estate
taxes, (ii) Ground Lease payments, (iii) premiums on Property
Insurance Policies, (iv) any necessary costs and expenses 


 


43

















 


associated with Tenant evictions and collections from
Tenants (including attorneys’ fees) and (v) other amounts necessary to
preserve the security interest and lien of the Indenture Trustee in, and value
of, such Mortgaged Property (including any costs and expenses necessary to
re-lease such Mortgaged Property such as repair and maintenance expenses,
tenant improvements and leasing commissions) and Mortgage Loan in each instance
if and to the extent Escrow Payments (if any) collected from the related
Obligor or otherwise on deposit in a Servicing Account (other than the Lease
Security Deposit) are insufficient to pay such item when due and such Obligor
has failed to pay such item on a timely basis; provided, that the
particular advance would not, if made in accordance with the Servicing
Standard, constitute a Nonrecoverable Property Protection Advance. The Property
Manager shall not have any obligation under this Section 3.03(d) to
advance any funds in respect of delinquent payments of principal or interest in
respect of the Mortgage Loans or real estate taxes or premiums on Property
Insurance Policies that the related Obligor or the applicable Issuer is not
contractually or legally obligated to pay, nor to monitor the timely payment of
real estate taxes and insurance premiums the payment of which is the
responsibility of a person other than such Obligor or Issuer, unless it has
actual knowledge of the non-payment of such items and would otherwise make such
advance in accordance with the Servicing Standard. Each of the Property Manager
and the Back-Up Manager will be entitled to recover any Property Protection
Advance (i) from general collections if such Property Protection Advance
is determined to be a Nonrecoverable Property Protection Advance, (ii) from
any amounts subsequently received on the related Mortgage Loan or Lease or with
respect to the related Mortgaged Property or (iii) in the case of the
Back-Up Manager, to the extent not recovered under clauses (i) and (ii) immediately
above, from the Property Manager or any Successor Property Manager. The
Property Manager shall give prompt written notice to the Indenture Trustee in
the event that it has not made, and does not intend to make, any Property
Protection Advance it is required to make hereunder. Promptly upon obtaining
knowledge that the full amount of any Property Protection Advance required to
be made by the Property Manager has not been so made, the Indenture Trustee
shall provide notice of such failure to a Servicing Officer of the Property
Manager and each Insurer. If the Indenture Trustee does not receive
confirmation that the full amount of such Property Protection Advance has been
made within four (4) Business Days following the date of such notice, then
(i) the Back-Up Manager, upon written notice from the Indenture Trustee,
shall make the portion of such Property Protection Advance that was required to
be, but was not, made by the Property Manager in accordance with the Servicing
Standard, unless the Back-Up Manager determines in accordance with the
Servicing Standard that such Property Protection Advance would be a
Nonrecoverable Property Protection Advance, and (ii) such failure shall
constitute a Servicer Replacement Event under Section 6.01 with
respect to the Property Manager. Any such Property Protection Advance made by
the Back-Up Manager shall be deemed made by the Back-Up Manager in its capacity
as successor to the Property Manager and shall thereafter be reimbursable to
the Back-Up Manager, together with Advance Interest thereon, in accordance with
Section 3.05 and Section 2.11 of the Indenture or from any
Successor Property Manager.


 


(e)                                  If,
prior to making any Property Protection Advance, the Property Manager shall
have determined, in accordance with the Servicing Standard, (i) that such
Property Protection Advance, if made, would constitute a Nonrecoverable
Property Protection Advance, and (ii) that the payment of such cost,
expense or other amount for which a Property


 


44

















 


Protection Advance might be made is nonetheless in the
best interest of the Noteholders and the Insurers, the Property Manager shall,
in accordance with the Servicing Standard, withdraw (or, in the event the
Property Manager is Spirit Finance, direct the Indenture Trustee to withdraw)
funds from the Collection Account and use such funds in order to pay such
costs, expenses and other amounts (collectively, “Emergency
Property Expenses”) to the extent necessary to preserve the
security interest in, and value of, any Mortgaged Property or Mortgage Loan, as
applicable. Any such funds withdrawn from the Collection Account to pay Emergency
Property Expenses shall not constitute part of the Available Amount on any
Payment Date.


 


(f)                                    The
determination by the Property Manager (or the Back-Up Manager) that it has made
a Nonrecoverable Property Protection Advance or that any proposed Property
Protection Advance, if made, would constitute a Nonrecoverable Property
Protection Advance, shall be evidenced by an Officer’s Certificate delivered
promptly to the Issuers and the Indenture Trustee setting forth the basis for
such determination. In making such recoverability determination, such Person
shall be entitled to (a) consider (among other things) the obligations of
the Obligor under the terms of the related Lease Documents or Loan Documents as
they may have been modified, (b) consider the related Mortgaged
Properties or REO Properties in their “as is” or then current conditions and
occupancies, as modified by such party’s assumptions (consistent with the
Servicing Standard in the case of the Property Manager or the Back-Up Manager)
regarding the possibility and effects of future adverse changes with respect to
such Mortgaged Properties or REO Properties, (c) estimate and consider
(consistent with the Servicing Standard in the case of the Property Manager or
the Back-Up Manager) (among other things) future expenses, (d) estimate
and consider (consistent with the Servicing Standard in the case of the
Property Manager, the Special Servicer or the Back-Up Manager) (among other
things) the timing of recoveries, and (e) give due regard to the existence
of any Nonrecoverable Property Protection Advance with respect to other Leases,
Mortgage Loans, Mortgaged Properties or REO Properties in light of the fact
that proceeds on the related Lease, Mortgage Loan, Mortgaged Property or REO
Property are a source of recovery not only for the Property Protection Advance
under consideration, but also as a potential source of recovery of other
outstanding Nonrecoverable Property Protection Advances. In addition, any such
Person may update or change its recoverability determinations at any time
(but not reverse any other Person’s determination that a Property Protection
Advance is a Nonrecoverable Property Protection Advance) and, consistent with
the Servicing Standard, in the case of the Property Manager or the Back-Up Manager,
may obtain promptly upon request, from the Special Servicer, any
reasonably required analysis, appraisals or market value estimates or other
information in the Special Servicer’s possession for making a recoverability
determination. The determination by the Property Manager or the Back-Up
Manager, as the case may be, that it has made a Nonrecoverable Property
Protection Advance or that any proposed Property Protection Advance, if made,
would constitute a Nonrecoverable Property Protection Advance, or any updated
or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either of the Back-Up Manager or Property Manager to
the other and to the Issuers, the Indenture Trustee and the Insurers. Any such
determination shall be conclusive and binding on the applicable Issuer, the
Property Manager or the Back-Up Manager. The Officer’s Certificate shall set
forth such determination of nonrecoverability and the considerations of the
Property Manager or the Back-Up Manager, as applicable, forming the basis of
such determination (which shall be accompanied by, to the extent available,


 


45

















 


information such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an appraisal of the related Lease, Mortgage Loan or Mortgaged Property
or REO Property). The Special Servicer shall promptly furnish any party
required to make Property Protection Advances hereunder with any information in
its possession regarding the Specially Serviced Assets which are Leases,
Mortgaged Properties, Mortgage Loans and REO Properties as such party required
to make Property Protection Advances may reasonably request for purposes
of making recoverability determinations. In the case of a cross collateralized
Mortgage Loan, such recoverability determination shall take into account the
cross collateralization of the related cross-collateralized Mortgage Loan.


 


Section 3.04.                                     Collection
Account; Release Account.


 


(a)                                  The
Property Manager shall establish and maintain one or more separate accounts in
the name of the Indenture Trustee for the benefit of the Noteholders and the
Insurers, for the collection of payments on and other amounts received in
respect of the Leases, the Mortgaged Properties and the Mortgage Loans
(collectively, the “Collection Account”),
which shall be established in such manner and with the type of depository
institution (the “Collection Account Bank”)
specified in this Agreement. The Collection Account shall be an Eligible
Account. If the Property Manager is Spirit Finance, the Property Manager shall
establish and maintain the Collection Account at a Collection Account Bank
designated by the Indenture Trustee and the Indenture Trustee shall have the
sole right of withdrawal from such account. If the Property Manager is not
Spirit Finance or another Affiliate of the Issuers, the Collection Account
shall be subject to an Account Control Agreement among the applicable Issuers,
the Property Manager, the Indenture Trustee and the Collection Account Bank.


 


The Property Manager
shall deposit or cause to be deposited in the Collection Account, within two (2) Business
Days after receipt, the following payments and collections received or made by
or on behalf of the Property Manager on or after the later of the applicable
Transfer Date (other than payments due before the applicable Transfer Date),
or, in the case of collections and payments to the Lockbox Account, on each
Business Day, the Property Manager shall instruct each Lockbox Account Bank to
transfer the following payments and collections deposited in the Lockbox
Account prior to the end of such Business Day (A) to the Lockbox Transfer
Account and, within one Business Day thereafter from the Lockbox Transfer
Account into the Collection Account or (B) directly into the Collection
Account, in each case, immediately after such funds have been identified,
cleared and become available in accordance with the policies of the Lockbox
Account Bank:


 


(i)                                     all
payments on account of Monthly Lease Payments, Monthly Loan Payments and, so
long as an Early Amortization Event has occurred and is continuing, Excess
Cashflow;


 


(ii)                                  all
payments of other amounts payable by the Obligors on the Leases and the Mortgage
Loans, including without limitation Yield Maintenance Premiums;


 


(iii)                               all Property Insurance
Proceeds and Condemnation Proceeds (other than proceeds paid to the related
Borrower or Tenant as required by Loan


 


46

















 


Documents or Lease Documents, as applicable, proceeds applied to the
restoration or remediation of property or otherwise in accordance with the
Servicing Standard) and all Liquidation Proceeds;


 


(iv)                              all
cash proceeds from the release or substitution of any Mortgage Loan or
Mortgaged Property to the extent not deposited into the Release Account; and
all cash proceeds from the release or substitution of any Mortgage Loan or
Mortgaged Property transferred from the Release Account to the Collection Account
pursuant to Section 3.05(b) and
all proceeds representing earnings on investments in the Release
Account (including interest on any Permitted Investments) made with such
proceeds;


 


(v)                                 any
amounts required to be deposited into the Collection Account pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard
insurance policy;


 


(vi)                              any
amounts received on account of payments under the Guaranties, the Purchase and
Sale Agreements, the Performance Undertakings or the Environmental Indemnity
Agreements; and


 


(vii)                           any other amounts required
to be so deposited under this Agreement.


 


The Property Manager shall not make any withdrawals
from the Collection Account except in accordance with this Section 3.04
and Section 3.05(a) hereof. The Collection Account shall be
maintained as a segregated account, separate and apart from trust funds
created for certificates, bonds or notes of other series serviced by and
the other accounts of the Property Manager.


 


Upon receipt of any of the amounts described above
with respect to any Specially Serviced Asset, the Special Servicer shall
promptly but in no event later than the second Business Day after receipt,
remit such amounts to the Property Manager for deposit into the Collection
Account in accordance with the first paragraph of this Section 3.04(a),
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited therein because of a restrictive
endorsement or other reasonably appropriate reason. The Property Manager shall
not deposit into the Collection Account any collections allocated to Companion
Loans, any Additional Servicing Compensation, amounts received on account of
Excess Cashflow (so long as no Early Amortization Event has occurred and is
continuing), Sales Tax Deposits, Escrow Payments, Lease Security Deposits,
amounts received as reimbursement for any cost paid by the Issuers as lessors
or lenders under the Leases or Mortgage Loans, as applicable, amounts collected
by or on behalf of the Issuers and held in escrow or impound as lenders or
lessors to pay future obligations or other amounts specified herein.


 


With respect to any such amounts paid by check to the
order of the Special Servicer, the Special Servicer shall endorse such check to
the order of the Property Manager and shall deliver promptly, but in no event
later than one (1) Business Day after receipt, any such


 


47

















 


check to the Property Manager by overnight courier,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a
restrictive endorsement or other reasonably appropriate reason. The funds held in
the Collection Account may be held as cash or invested in Permitted
Investments in accordance with the provisions of Section 3.06(a).
Any interest or other income earned on funds in the Collection Account will be
added to the Available Amount.


 


(b)                                 The
Property Manager shall establish and maintain at a bank designated by the
Indenture Trustee a segregated account in the name of the Indenture Trustee for
the deposit of cash proceeds from the sale of any Mortgage Loan or Mortgaged
Property (the “Release Account”).
The Release Account shall be an Eligible Account. The funds held in the Release
Account may be held as cash or invested in Permitted Investments in
accordance with the provisions of Section 3.06(b). The Release
Account and the amounts on deposit therein will be pledged to the Indenture
Trustee under the Indenture. The Property Manager will deposit or cause to be
deposited in the Release Account, on the date of receipt, any cash proceeds
from the sale of any Mortgage Loan or Mortgaged Property.


 


Section 3.05.                                     Withdrawals
From the Collection Account and the Release Account.


 


(a)                                  If
the Property Manager is Spirit Finance, then the Indenture Trustee shall make
withdrawals upon the written direction of the Property Manager from the
Collection Account (i) on each Remittance Date, for delivery by wire
transfer of immediately available funds for deposit into the Payment Account,
of the Available Amount for application by the Indenture Trustee to make
payments in accordance with the priorities set forth pursuant to Section 2.11(b) of
the Indenture, (ii) on any date, to pay any Emergency Property Expenses
(pursuant to Section 3.03(e)) and (iii) on any date, to remove
amounts deposited in the Collection Account in error. If the Property Manager
is an entity other than Spirit Finance, then the Property Manager shall make
withdrawals from the Collection Account (i) on each Remittance Date, for
delivery by wire transfer of immediately available funds for deposit into the
Payment Account, of the Available Amount for application by the Indenture
Trustee to make payments in accordance with the priorities set forth pursuant
to Section 2.11(b) of
the Indenture, (ii) on any date, to pay the Property Management Fee, the
Back-Up Fee, any Special Servicing Fees, any Liquidation Fees and any Workout
Fees (each, pursuant to Section 3.11), (iii) on any date, to
reimburse the Property Manager or the Back-Up Manager for any Property
Protection Advances and Advance Interest thereon as provided in Section 3.03(d),
(iv) on any date, to pay any Emergency Property Expenses (pursuant to Section 3.03(e))
or (v) on any date, to remove amounts deposited in the Collection Account
in error. Except as provided in Section 3.04(a), no other amounts may be
withdrawn from the Collection Account by the Property Manager.


 


(b)                                 Amounts
deposited in the Release Account (including Net Investment Earnings on funds on
deposit therein) shall be applied by the Property Manager (or the Indenture
Trustee based on the instructions of the Property Manager if the Property
Manager is Spirit Finance), first, to reimburse the Property Manager,
the Special Servicer and the Back-Up Manager any amounts owed with respect to
unreimbursed Extraordinary Expenses, Property Protection Advances and Advance
Interest thereon and Emergency Property Expenses related


 


48

















 


to such Mortgage Loan, Lease or Mortgaged Property and
to pay the expenses related to such release and, second, either to
acquire Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged
Properties within twelve months following the release of such Mortgage Loan or
Mortgaged Property or to make Unscheduled Principal Payments in reduction of
the principal of the Notes. Any amounts remaining in the Release Account
following the twelve month period from the related Release shall be transferred
as Unscheduled Proceeds into the Collection Account and applied as Unscheduled
Principal Payments on the following Payment Date. During the continuance of an
Early Amortization Event, all amounts in the Release Account shall be deposited
as Unscheduled Proceeds into the Collection Account and will be included in the
Available Amount on the following Payment Date.


 


Section 3.06.                                     Investment
of Funds in the Collection Account and the Release Account.


 


(a)                                  The
Property Manager shall direct any institution maintaining the Collection
Account to invest the funds held therein in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
not later than the Business Day immediately preceding the next succeeding
Remittance Date, which may be in the form of a standing direction.


 


(b)                                 The
Property Manager may direct any institution maintaining the Release
Account to invest the funds held therein in one or more specific Permitted
Investments bearing interest or sold at a discount, and maturing, unless
payable on demand, not later than the Business Day immediately preceding the
day such amounts are required to be distributed pursuant to Section 3.05(b), which may be
in the form of a standing direction.


 


(c)                                  The
Property Manager may direct any institution maintaining the Servicing
Accounts with respect to Lease Security Deposits to invest the funds held
therein in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, not later than the Business
Day immediately preceding the day such amounts are required to be distributed
pursuant to the related Lease and this Agreement, which may be in the form of
a standing direction.


 


(d)                                 [Reserved]


 


(e)                                  All
Permitted Investments in the Collection Account, the Release Account and the
Servicing Accounts shall be held to maturity, unless payable on demand. Any
investment of funds in the Collection Account, the Release Account and the
Servicing Accounts shall be made in the name of the Indenture Trustee (in its
capacity as such). The Property Manager shall promptly deliver to the Indenture
Trustee, and the Indenture Trustee shall maintain continuous possession of, any
Permitted Investment that is either (i) a “certificated security,” as such
term is defined in the Uniform Commercial Code, or (ii) other
property in which a secured party may perfect its security interest by
possession under the Uniform Commercial Code or any other applicable law.
If amounts on deposit in the Collection Account, the Release Account or the
Servicing Accounts are at any time invested in a Permitted Investment payable
on demand, the Property Manager shall:


 


49

















 


(i)                                     consistent
with any notice required to be given thereunder, demand that payment thereon be
made on the last day such Permitted Investment may otherwise mature
thereunder in an amount equal to the lesser of (1) all amounts then
payable thereunder and (2) the amount required to be withdrawn on such
date; and


 


(ii)                                  demand
payment of all amounts due thereunder promptly upon determination by the
Property Manager that such Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the Collection Account,
the Release Account or the Servicing Accounts, as applicable.


 


(f)                                    Interest
and investment income realized on funds deposited in the Collection Account
and, if applicable, the Release Account, to the extent of the Net Investment
Earnings, if any, for each Collection Period, shall be deposited to the
Collection Account and added to the Available Amount for such Collection
Period. Notwithstanding the investment of funds held in the Collection Account,
for purposes of the calculations hereunder, including the calculation of the
Available Amount, the amounts so invested shall be deemed to remain on deposit
in the Collection Account. Except as provided in Section 5.03(a),
the Property Manager shall have no liability for any investment of funds in the
Collection Account, the Release Account or Servicing Account.


 


(g)                                 Except
as otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Property
Manager may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate proceedings.


 


Section 3.07.                                     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage.


 


(a)                                  The
Property Manager (other than with respect to Specially Serviced Assets) and the
Special Servicer (with respect to Specially Serviced Assets) shall use
reasonable efforts in accordance with the Servicing Standard to cause the
related Obligor to maintain for each Mortgaged Property all insurance coverage
as is required under the terms of such Lease or Mortgage Loan, as applicable
(including for the avoidance of doubt, any Environmental Policy); provided,
that if and to the extent that any such Lease permits the lessor thereunder any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Obligor is required to maintain, the Property Manager
or the Special Servicer, as the case may be, shall exercise such
discretion in a manner consistent with the Servicing Standard, with a view
towards requiring insurance comparable to that required under other similar
Leases or Mortgage Loans with express provisions governing such matters; and provided,
further, that, if and to the extent that a Lease or Mortgage Loan so
permits, the related Obligor shall be required to obtain the required insurance
coverage from Qualified Insurers that have a claims-paying ability rated at
least “A:VIII” by A.M. Best’s Key Rating Guide. If such Obligor does not
maintain the required insurance or, with respect to any Environmental Policy in
place as of the related Series Closing Date or Transfer Date, the Property
Manager will itself


 


50

















 


cause such insurance to be maintained with Qualified
Insurers; provided, that the Property Manager shall not be required to
maintain such insurance if the Indenture Trustee (as mortgagee of record on
behalf of the Noteholders) does not have an insurable interest or the Property
Manager has determined (in its reasonable judgment in accordance with the
Servicing Standard) that either (i) such insurance is not available at a
commercially reasonable rate and the subject hazards are at the time not
commonly insured against by prudent owners of properties similar to the
Mortgaged Property located in or around the region in which such Mortgaged Property
is located or (ii) such insurance is not available at any rate. Subject to
Section 3.17(b), the Special Servicer shall also use reasonable
efforts to cause to be maintained for each REO Property no less insurance
coverage than was previously required of the Obligor under the related Mortgage
or Lease and at a minimum, (i) hazard insurance with a replacement cost
rider and (ii) comprehensive general liability insurance, in each case, in
an amount customary for the type and geographic location of such REO Property
and consistent with the Servicing Standard; provided, that all such
insurance shall be obtained from Qualified Insurers that, if they are providing
casualty insurance, shall have a claims-paying ability rated at least “A-:VIII”
by A.M. Best’s Key Rating Guide. The cost of any such insurance coverage
obtained by either the Property Manager or the Special Servicer shall be
a Property Protection Advance to be paid by the Property Manager. All
such insurance policies shall contain (if they insure against loss to property)
a “standard” mortgagee clause, with loss payable to the Property Manager, as
agent of and for the account of the applicable Issuer and the Indenture
Trustee, and shall be issued by an insurer authorized under applicable law to
issue such insurance. Any amounts collected by the Property Manager or the
Special Servicer under any such policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged Property or amounts to be
released to the related Tenant, in each case in accordance with the Servicing
Standard) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 2.11 of the Indenture.


 


(b)                                 The
Property Manager or Special Servicer may satisfy its obligations under Section 3.07(a) by
obtaining, maintaining or causing to be maintained a blanket or forced place
insurance policy. If applicable, the Property Manager or the Special Servicer
shall obtain and maintain, or cause to be obtained and maintained on behalf of
each applicable Issuer, a master forced place insurance policy or a blanket
policy (or an endorsement to an existing policy) insuring against hazard losses
(not otherwise insured by a Tenant or Borrower due to a default by such Tenant
or Borrower under the insurance covenants of its Lease or Mortgage Loan or
because a Tenant or Borrower permitted to self-insure fails to pay for casualty
losses) on the applicable Mortgaged Properties that it is required to service
and administer, which policy shall (i) be obtained from a Qualified
Insurer having a claims-paying ability rated at least “A:VIII” by A.M.
Best’s Key Rating Guide and at least “A” by S&P, and (ii) provide
protection equivalent to the individual policies otherwise required under Section 3.07(a).
The Property Manager and the Special Servicer shall bear the cost of any
premium payable in respect of any such blanket policy (other than blanket
policies specifically obtained for Mortgaged Properties or REO Properties)
without right of reimbursement; provided, that if the Property
Manager or the Special Servicer, as the case may be, causes any Mortgaged
Property or REO Property to be covered by such blanket policy, the incremental
costs of such insurance applicable to such Mortgaged Property or REO Property
shall constitute, and be reimbursable as, a Property Protection Advance to
the extent that, except with respect to an REO Property, such blanket policy
provides insurance that the related Borrower or Tenant, as


 


51

















 


applicable, has failed to maintain. If
the Property Manager or Special Servicer, as applicable, causes any
Mortgaged Property or REO Property to be covered by a force-placed
insurance policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any
Mortgaged Property or REO Property is covered thereby) shall be paid as a
Property Protection Advance. Such policy may contain a deductible
clause (not in excess of a customary amount) in which case the Property Manager
or the Special Servicer, as appropriate, shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a hazard insurance
policy complying with the requirements of Section 3.07(a) and
there shall have been one or more losses that would have been covered by such
policy, promptly deposit into the Collection Account from its own funds the
amount not otherwise payable under the blanket policy in connection with such
loss or losses because of such deductible clause. The Property Manager or the
Special Servicer, as appropriate, shall prepare and present, on behalf of
itself, the Indenture Trustee and the applicable Issuer, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Any payments on such policy shall be made to the Property Manager as agent of
and for the account of the applicable Issuer, the Noteholders and the Indenture
Trustee.


 


(c)                                  Each
of the Property Manager, the Special Servicer and the Back-Up Manager shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Assets exist as part of the Collateral) keep in force with a
Qualified Insurer having a claims paying ability rated at least “A:VIII” by A.M.
Best’s Key Rating Guide and at least “A” by S&P, a fidelity bond in such form and
amount as would not adversely affect any rating assigned by any Rating Agency
to the Notes without giving effect to any Insurance Policy (as evidenced in
writing from each Rating Agency). Each of the Property Manager and the Special
Servicer shall be deemed to have complied with the foregoing provision if an
Affiliate thereof has such fidelity bond coverage and, by the terms of such
fidelity bond, the coverage afforded thereunder extends to the Property Manager
or the Special Servicer, as the case may be. Such fidelity bond shall
provide that it may not be canceled without ten (10) days’ prior
written notice to the Issuers and each Insurer.


 


Each of the Property Manager, the Special Servicer and
the Back-up Manager shall at all times during the term of this Agreement (or,
in the case of the Special Servicer, at all times during the term of this
Agreement in which Specially Serviced Assets exist as part of the
Collateral) also keep in force with a Qualified Insurer having a claims-paying
ability rated at least “A: VIII” by A.M. Best’s Key Rating Guide and at
least “A” by S&P, a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall name the Indenture Trustee as an additional insured and shall be in such form and
amount as would not adversely affect any rating assigned by any Rating Agency
to the Notes without giving effect to any Insurance Policy (as evidenced in
writing from each Rating Agency). Each of the Property Manager and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Property Manager or
the Special Servicer, as the


 


52

















 


case may be. Any such errors and omissions policy
shall provide that it may not be canceled without ten (10) days’
prior written notice to the Issuers and each Insurer.


 


Each of the Property Manager and the Special Servicer
shall at all times during the term of this Agreement (or, in the case of the
Special Servicer, at all times during the term of this Agreement in which
Specially Serviced Assets exist as part of the Collateral) also, on behalf
of the Issuers, keep in force with a Qualified Insurer having a claims-paying
ability rated at least “A:VIII” by A.M. Best’s Key Rating Guide and at
least “A” by S&P, a lessor’s general liability insurance policy or policies,
which policy or policies shall be in such form and amount as would not
adversely affect any rating assigned by any Rating Agency to the Notes without
giving effect to any Insurance Policy (as evidenced in writing from each Rating
Agency). Any such general liability insurance policy shall provide that it may not
be canceled without ten (10) days’ prior written notice to the Issuers,
each Insurer and the Indenture Trustee. Any payments on such policy shall be
made to the Property Manager as agent of and for the account of any applicable
Issuer and the Indenture Trustee.


 


If the Property Manager (or its corporate parent), the
Special Servicer (or its corporate parent) or the Back-Up Manager (or its
corporate parent), as applicable, are rated not lower than “A2” by Moody’s, “A”
by S&P and “A” by Fitch (or each Insurer consents in writing), the Property
Manager, the Special Servicer or the Back-Up Manager, as applicable, may self-insure
with respect to any insurance coverage or fidelity bond coverage required hereunder,
in which case it shall not be required to maintain an insurance policy with
respect to such coverage; provided, that Spirit Finance may not
self-insure with respect to any such insurance coverage or fidelity bond.


 


Section 3.08.                                     Enforcement
of Alienation Clauses; Consent to Assignment.


 


With respect to those Leases and Mortgage Loans it is
obligated to service hereunder, each of the Property Manager and the Special
Servicer, on behalf of the Issuers and the Indenture Trustee for the benefit of
the holders of the Notes and the Insurers, shall enforce the restrictions
contained in the related Lease and Mortgage Loans or in any other document in
the related Lease File or Loan File on transfers or further encumbrances of the
related Mortgaged Property and Mortgage Loan and on transfers of interests in
the related Tenant, unless it has determined, consistent with the Servicing
Standard, that waiver of such restrictions would be in accordance with the
Servicing Standard. After having made any such determination, the Property
Manager or the Special Servicer, as the case may be, shall deliver to the
Indenture Trustee (and the Property Manager in the case of the Special
Servicer) an Officer’s Certificate setting forth the basis for such
determination. In connection with any assignment or sublet by a Tenant of its
interest under a Lease, the applicable Issuer shall not take any action to
release such Tenant from its obligations under such Lease unless a new Tenant
approved by such Issuer assumes the obligations under such Lease and any
applicable requirements set forth in the applicable Lease have been satisfied.


 


53

















 


Section 3.09.                                     Realization
Upon Specially Serviced Assets.


 


(a)                                  If
the Special Servicer has determined, in its good faith and reasonable judgment,
that any material default related to a Specially Serviced Asset will not be
cured by the related Obligor, the Special Servicer will be required to evaluate
the possible alternatives available in accordance with the Servicing Standard
and this Agreement with respect to such Specially Serviced Asset. Such
alternatives may include, among other things, modification or
restructuring of the related Mortgage Loan or Lease, sale or exchange of the
related Mortgage Loan or Mortgaged Property in accordance with Section 3.18
or the enforcement of remedies available under the related Mortgage Loan or
Lease in accordance with Section 3.19, including foreclosure of the
Mortgage Loan or eviction of the Tenant, as applicable, and the re-leasing of
the related Mortgaged Property. Subject to all other provisions and limitations
set forth herein, the Special Servicer shall take such actions with respect to
each Specially Serviced Asset as it determines in accordance with the Servicing
Standard, acting in the best interests of the applicable Issuer, the
Noteholders and the Insurers. If the Property Manager re-leases any Mortgaged
Property, the Property Manager shall deliver to the Indenture Trustee and the
Issuers an amended Exhibit A-1
reflecting the addition of such Lease to the Collateral Pool. If the Lease has
not been assumed and the related Mortgaged Property has not been sold or
re-leased within 24 months of the related Lease becoming a Specially Serviced
Asset, the Series 2005-1 Insurer may, upon written notice, require the
Special Servicer to sell such Mortgaged Property in accordance with Section 3.18
and the cash proceeds will be applied pursuant to Section 3.05.


 


(b)                                 Upon
the request of the Special Servicer, the Property Manager shall pay, as
Property Protection Advances or Emergency Property Expenses, as applicable, in
accordance with Section 3.17(c), all costs and expenses (other than
costs or expenses that would, if incurred, constitute a Nonrecoverable Property
Protection Advance) incurred in connection with each Specially Serviced Asset,
and shall be entitled to reimbursement therefor as provided in Section 2.11
of the Indenture. If and when the Property Manager or the Special Servicer
deems it necessary and prudent for purposes of establishing the Fair Market
Value of any Mortgaged Property related to a Specially Serviced Asset, the
Special Servicer or the Property Manager; as the case may be, is
authorized to have an appraisal done by an Independent MAI-designated appraiser
or other expert (the cost of which appraisal shall constitute a Property
Protection Advance).


 


(c)                                  Notwithstanding
anything to the contrary contained herein, neither the Property Manager nor the
Special Servicer shall, on behalf of the applicable Issuer, obtain title to a
Mortgaged Property that secures a Mortgage Loan by deed in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property
that secures a Mortgage Loan, if, as a result of any such action, the applicable
Issuer or the Indenture Trustee could, in the reasonable judgment of the
Property Manager or the Special Servicer, as the case may be, made in
accordance with the Servicing Standard and which shall be based on Opinions of
Counsel, be considered to hold title to, to be a “mortgagee-in-possession” of,
or to be an “owner” or “operator” of such Mortgaged Property within the meaning
of CERCLA or any comparable law, unless:


 


(i)  the Property Manager or the Special
Servicer, as the case may be, has previously determined in accordance with
the Servicing Standard, based on (x) a Phase I


 


54

















 


Environmental Assessment or comparable environmental assessment (and
any additional environmental testing, investigation or analysis that the
Property Manager or the Special Servicer, as applicable, deems necessary and
prudent) of such Mortgaged Property conducted by an Independent Person who
regularly conducts such environmental testing, investigation or analysis, or
(y) any environmental testing, investigation and/or analysis conducted in
connection with any related Environmental Policy, and performed during the
twelve-month period preceding any such acquisition of title or other action and
in each case after consultation with an environmental expert, that:


 


(A)                              the
Mortgaged Property is in compliance with applicable environmental laws and
regulations or, if not, that it would maximize the recovery to the applicable
Issuer on a present value basis (the relevant discounting of anticipated
collections to be performed at the relevant interest rate for the applicable
Mortgage Loan or the capitalization rate used in respect of the Lease for any
Mortgaged Property) to acquire title to or possession of the Mortgaged Property
and to effect such compliance, which determination shall take into account any
coverage afforded under any related Environmental Policy with respect to such
Mortgaged Property; and


 


(B)                                there
are no circumstances or conditions present at the Mortgaged Property relating
to the use, management or disposal of Hazardous Materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any currently applicable environmental laws and regulations
or, if such circumstances or conditions are present for which any such action
could reasonably be expected to be required, that it would maximize the
recovery to the applicable Issuer on a present value basis (the relevant
discounting of anticipated collections to be performed at the relevant interest
rate for the applicable Mortgage Loan or the capitalization rate used in
respect of the Lease for any Mortgaged Property) to acquire title to or
possession of the Mortgaged Property and to take such actions, which
determination shall take into account any coverage afforded under any related
Environmental Policy with respect to such Mortgaged Property; and


 


(ii) if the Property Manager or the Special
Servicer, as applicable, has determined that the Mortgaged Property is not in
compliance with applicable environmental laws or regulations, or that any such
circumstances or conditions described in clause (i)(B) above are present
at the Mortgaged Property, it shall have notified the Indenture Trustee in
writing that it has determined that the applicable Issuer or the Indenture
Trustee could not reasonably be considered to be a potentially responsible
party (which determination may be based on an Opinion of Counsel the cost
of which shall be a Property Protection Advance).


 


(d)                                 Any
such determination by the Property Manager or the Special Servicer shall be
evidenced by an Officer’s Certificate to such effect delivered to the Indenture
Trustee, the Controlling Parties and, in the case of the Special Servicer, the
Property Manager, specifying all of the bases for such determination, such
Officer’s Certificate to be accompanied by all related environmental reports.
The Property Manager or the Special Servicer, as


 


55

















 


appropriate, shall undertake reasonable efforts to
make the determination referred to in clause (ii) immediately
above, and may conclusively rely on any related environmental assessments
referred to above in making such determination. The cost of any such
environmental assessments, additional environmental testing and remedial,
corrective or other further action contemplated by clause (i)(A) and
clause (i)(B) immediately above, shall be reimbursed, to the extent
not paid by an Environmental Insurer or other party with liability for such amounts,
to the Property Manager or the Special Servicer from the Collection Account as
a Property Protection Advance pursuant to Section 3.05, subject to Section 5.03.


 


(e)                                  If
the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in Section 3.09(c)(i)(A) and
(i)(B) immediately above have not been satisfied with respect to
any Mortgaged Property, the Property Manager or Special Servicer, as
applicable, shall take such action as is in accordance with the Servicing
Standard and, at such time as it deems appropriate, may, on behalf of the
applicable Issuer and the Indenture Trustee, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage; provided, that
prior to the release of all or a portion of the related Mortgaged Property from
the lien of the related Mortgage, (i) the Property Manager or the Special
Servicer, as applicable, shall have notified the Indenture Trustee in writing
of its intention to so release all or a portion of such Mortgaged Property, (ii) the
Indenture Trustee shall have notified the Controlling Parties in writing of the
intention to so release all or a portion of such Mortgaged Property and (iii) the
Series 2005-1 Insurer has not objected to such release within 30 days of
the distribution of the last of such notices.


 


(f)                                    The
Property Manager or the Special Servicer, as applicable, shall report to the
Indenture Trustee, the Property Manager (if applicable) and the Insurers
monthly in writing as to any actions taken by such party with respect to any
Mortgaged Property as to which the environmental testing contemplated in Section 3.09(c) has
revealed that any of the conditions set forth in the first sentence of either Section 3.09(c)(i)(A) or
(i)(B) have not been satisfied, in each case until such matter has
been resolved.


 


(g)                                 The
Special Servicer shall have the right to determine, in accordance with the
Servicing Standard, the advisability of seeking to obtain a deficiency judgment
if the state in which the Collateral securing a Specially Serviced Mortgage
Loan is located and the terms of the Mortgage Loan permit such an action and
shall, in accordance with the Servicing Standard, seek such deficiency judgment
if it deems advisable.


 


(h)                                 The
Special Servicer shall prepare and file the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050J and 6050P of the Code and promptly deliver to the
Insurers and the Indenture Trustee an Officer’s Certificate stating that such
reports have been filed. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050J and 6050P
of the Code.


 


(i)                                     All
sales of Mortgaged Properties pursuant to this Section 3.09 shall
be conducted in accordance with the provisions of Section 3.18 and Article VII
as applicable.


 


56

















 


(j)                                     Unless
the Series 2005-1 Controlling Party or the Series 2005-1 Insurer
provides written notice of an approval or objection with respect to any action
proposed by the Property Manager, the Special Servicer or the Back-Up Manager
pursuant to this Section 3.09, Section 3.18 or as
otherwise provided herein within 30 days after the related request for approval
or consent is given to the Series 2005-1 Controlling Party or to the Series 2005-1
Insurer, such approval or consent shall be deemed to have been denied by the Series 2005-1
Controlling Party or the Series 2005-1 Insurer, as applicable.
Notwithstanding the foregoing, the Special Servicer may take action prior
to the lapse of either such 30-day period or at any other time without the
consent of the Series 2005-1 Controlling Party or the Series 2005-1
Insurer if it determines, in accordance with the Servicing Standard, that such
action is required by the Servicing Standard in order to avoid a material
adverse effect on the Noteholders and is in the nature of an emergency.


 


Section 3.10.                                     Issuers,
Custodian and Indenture Trustee to Cooperate; Release of Lease Files and Loan
Files.


 


(a)                                  If
from time to time, and as appropriate for servicing of any Mortgage Loan,
Lease, assumption of a Lease, modification of a Lease or the re-lease or sale
of any Mortgaged Property, the Property Manager or the Special Servicer shall
otherwise require the use of any Lease File or Loan File, as applicable (or any
portion thereof), the Custodian, upon request of the Property Manager and
receipt from the Property Manager of a Request for Release in the form of Exhibit B attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit C attached hereto, shall release
such Lease File or Loan File, as applicable (or portion thereof), to the
Property Manager or the Special Servicer, as the case may be. Upon return
of such Lease File or Loan File, as applicable (or portion thereof), to the
Custodian, or upon the Special Servicer’s delivery to the Indenture Trustee of
an Officer’s Certificate stating that (i) such Lease or Mortgage Loan has
been liquidated and all amounts received or to be received in connection with
such Lease or Mortgage Loan are required to be deposited into the Collection
Account pursuant to Section 3.04(a) have
been or will be so deposited or (ii) such Mortgaged Property has been
sold, a copy of the Request for Release shall be released by the Indenture
Trustee to the Property Manager or the Special Servicer, as applicable.


 


(b)                                 Within
seven (7) Business Days of the Special Servicer’s request therefor (or, if
the Special Servicer notifies the Issuers, the Insurers and the Indenture
Trustee of an exigency, within such shorter period as is reasonable under the
circumstances), each of the applicable Issuer and the Indenture Trustee shall
execute and deliver to the Special Servicer, in the form supplied to the
applicable Issuer and the Indenture Trustee by the Special Servicer, any court
pleadings, leases, sale documents or other documents reasonably necessary to
the re-lease, foreclosure or sale in respect of any Mortgage Loan or Mortgaged
Property or to any legal action brought to obtain judgment against any Obligor
on the related Lease or Mortgage Loan or to obtain a judgment against an
Obligor, or to enforce any other remedies or rights provided by the Lease or
Mortgage Loan or otherwise available at law or in equity or to defend any legal
action or counterclaim filed against the applicable Issuer, the Property
Manager or the Special Servicer; provided, that each of the applicable
Issuer and the Indenture Trustee may alternatively execute and deliver to
the Special Servicer, in the form supplied to the applicable Issuer and the
Indenture Trustee by the Special Servicer, a limited power of attorney 


 


57

















 


substantially in the form of Exhibit D issued in favor of the Special
Servicer and empowering the Special Servicer to execute and deliver any or all
of such pleadings or documents on behalf of the applicable Issuer or the
Indenture Trustee, as the case may be; provided, however,
that neither the applicable Issuer nor the Indenture Trustee shall be held
liable for any misuse of such power of attorney by the Special Servicer.
Together with such pleadings or documents (or such power of attorney empowering
the Special Servicer to execute the same on behalf of the applicable Issuer and
the Indenture Trustee), the Special Servicer shall deliver to each of the
applicable Issuer and the Indenture Trustee an Officer’s Certificate requesting
that such pleadings or documents (or such power of attorney empowering the
Special Servicer to execute the same on behalf of the applicable Issuer or the Indenture
Trustee, as the case may be) be executed by the applicable Issuer or the
Indenture Trustee and certifying as to the reason such pleadings or documents
are required.


 


(c)                                  Upon
the payment in full of any Mortgage Loan, or the receipt by the Property
Manager of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Property Manager shall promptly notify the
Insurers, the Custodian and the Indenture Trustee by a certification (which
certification shall be in the form of a Request for Release in the form of
Exhibit B attached hereto, shall be accompanied by the form of
any necessary release or discharge and shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer
(a copy of which certification shall be delivered to the Special Servicer) and
shall request delivery to it and release of the related Loan File. Upon receipt
of such certification and request, the Custodian shall promptly cause the
release of the related Loan File to the Property Manager and the Indenture
Trustee shall deliver to the Property Manager such release or discharge, duly
executed. Except customary fees and expenses, no expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or to the Indenture Trustee.


 


Section 3.11.                                     Servicing
Compensation; Interest on Property Protection Advances.


 


(a)                                  As
compensation for its activities hereunder, the Property Manager shall be
entitled to receive the Property Management Fee with respect to each Mortgaged
Property and Mortgage Loan included in the Collateral Pool. As to each such
Mortgaged Property and Mortgage Loan included in the Collateral Pool, the
Property Management Fee shall accrue at the related Property Management Fee
Rate on the basis of the Collateral Value of each such Mortgaged Property and
Mortgage Loan and shall be calculated with respect to each Mortgage Loan on the
same basis as interest accrues on such Mortgage Loan and with respect to each
Mortgaged Property on a 30/360 Basis. The right to receive the Property Management
Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Property Manager’s responsibilities and
obligations under this Agreement. Earned but unpaid Property Management Fees
shall be payable monthly out of general collections on deposit in the
Collection Account pursuant to Section 3.05 and Section 2.11
of the Indenture.


 


(b)                                 Subject
to the last sentence of Section 3.11(d),
on each Remittance Date, the Property Manager shall be entitled to receive: (i) all
returned check fees, assumption,


 


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modification and similar fees and late payment charges
from Obligors with respect to Mortgaged Properties, Leases and Mortgage Loans
that are not Specially Serviced Assets; and (ii) any default interest
collected on a Mortgaged Property, Lease or Mortgage Loan, but only to the
extent that (x) such default interest is allocable to the period (not to exceed
60 days) when such Mortgaged Property, Lease or Mortgage Loan did not
constitute a Specially Serviced Asset and (y) such default interest is not
allocable to cover interest payable to the Property Manager or the Back-Up
Manager with respect to any Property Protection Advances made in respect of
such Mortgage Loan, Lease or Mortgaged Property (collectively, the “Property Manager Additional Servicing Compensation”).


 


(c)                                  As
compensation for its activities hereunder, the Special Servicer shall be
entitled to receive the Special Servicing Fee with respect to each Specially Serviced
Asset. As to each Specially Serviced Asset, the Special Servicing Fee shall
accrue from time to time at the Special Servicing Fee Rate on the basis of the
Collateral Value of such Specially Serviced Asset and shall be calculated with
respect to each Specially Serviced Mortgage Loan on the same basis as interest
accrues on such Specially Serviced Mortgage Loan and with respect to each
Mortgaged Property related to a Specially Serviced Lease on a 30/360 Basis. The
Special Servicing Fee with respect to any Specially Serviced Asset shall cease
to accrue if (i) the related Mortgaged Property is sold or exchanged for a
Qualified Substitute Mortgaged Property or such Specially Serviced Mortgage
Loan is sold or exchanged for a Qualified Substitute Mortgage Loan, as
applicable, or (ii) such Specially Serviced Asset becomes a Corrected
Lease or a Corrected Mortgage Loan, as applicable, or (iii) such Specially
Serviced Asset becomes a Liquidated Lease or liquidated Mortgage Loan, as
applicable. Earned but unpaid Special Servicing Fees shall be payable monthly
out of collections on deposit in the Collection Account pursuant to Section 3.05
hereof and Section 2.11 of the Indenture.


 


The Special Servicer’s right to receive the Special
Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement.


 


(d)                                 Subject
to the last sentence of this Section 3.11(d), on each Payment Date,
the Special Servicer shall be entitled to receive: (i) all returned check
fees, assumption, modification and similar fees and late payment charges
received on or with respect to the Specially Serviced Assets; and (ii) any
default interest collected on a Specially Serviced Asset (to the extent that
such default interest is not allocable to cover interest payable to the
Property Manager or Back-Up Manager with respect to any Property Protection
Advances made in respect of the related Mortgage Loan, Lease or Mortgaged
Property) as additional servicing compensation out of funds available for such
purpose pursuant to Section 2.11 of the Indenture (collectively, the “Special Servicer Additional Servicing Compensation”).
Notwithstanding the foregoing, if the Special Servicer is terminated at a time
when no Servicer Replacement Event existed with respect to the Special Servicer
and such Special Servicer was servicing or administering any Specially Serviced
Assets as of the date of such termination, and such servicing or administration
had been continuing for at least two (2) months, then the terminated
Special Servicer will be entitled to 50% of all modification fees earned by its
successor with respect to such Specially Serviced Assets during the 12-month
period following the date of such termination.


 


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(e)                                  As
and to the extent permitted by Section 2.11 of the Indenture, the Property
Manager and the Back-Up Manager shall each be entitled to receive Advance
Interest on the amount of each Property Protection Advance made thereby for so
long as such Property Protection Advance is outstanding. The Property Manager
and the Back-Up Manager shall be reimbursed for Property Protection Advances
from funds available for such purpose pursuant to Section 3.03(d),
in accordance with Section 3.05(a) and (b), and Section 2.11
of the Indenture.


 


The Property
Manager and the Special Servicer shall each be required to pay all ordinary
expenses incurred by it in connection with its servicing activities under this
Agreement, including fees of any subservicers retained by it. In addition, the
Property Manager and the Special Servicer shall not be reimbursed for its own
internal costs and expenses and overhead expenses, such as office space
expenses, office equipment costs, supply costs or employee salaries or related
costs and expenses.


 


(f)                                    A
Workout Fee shall be payable to the Special Servicer with respect to each
Corrected Mortgage Loan or Corrected Lease. As to each such Corrected Mortgage
Loan or Corrected Lease, the Workout Fee will be payable out of, and shall be
calculated by application of the Workout Fee Rate to, each collection of rents,
interest (other than Default Interest) and principal (including scheduled
payments, prepayments, Balloon Payments and payments at maturity) received on
such Mortgage Loan or Lease, as applicable, so long as it remains a Corrected
Lease or Corrected Mortgage Loan; provided, that no Workout Fee shall be
payable from, or based upon the receipt of, Liquidation Proceeds collected in
connection with (i) the purchase of any Specially Serviced Mortgage Loan,
Mortgaged Property related to any Specially Serviced Lease or REO Property by
the Property Manager or the Special Servicer or (ii) the repurchase of any
Specially Serviced Mortgage Loan or Mortgaged Property related to any Specially
Serviced Lease by the Originator or Support Provider due to a Collateral Defect
within the period provided to the Originator and Support Provider to cure such
Collateral Defect. In addition, no Workout Fee shall be payable with respect to
any Corrected Mortgage Loan or Corrected Lease if and to the extent (i) such
Mortgage Loan again becomes a Specially Serviced Mortgage Loan under clause (b) of
the definition of “Specially Serviced Mortgage Loan” or the Lease again becomes
a Specially Serviced Lease under clause (b) of the definition of “Specially
Serviced Lease” and (ii) no default under the Mortgage Loan or Lease, as
applicable, actually occurs, or if such default has occurred, it is cured
within the 60 days provided in such clauses; provided, that a new
Workout Fee will become payable if and when such Mortgage Loan or Lease again
ceases to be a Specially Serviced Asset. If the Special Servicer is terminated
(with or without cause) or resigns with respect to any or all of its servicing
duties, it shall retain the right to receive any and all Workout Fees payable
with respect to the Corrected Mortgage Loans or Corrected Leases during the
period that it had responsibility for servicing Specially Serviced Assets (and
the successor Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such Corrected
Mortgage Loan or Corrected Lease ceases to be payable in accordance with the
preceding sentence. If the Special Servicer is terminated for any reason or
resigns as Special Servicer hereunder, and prior to such resignation or
termination, such Specially Serviced Asset would have been a Corrected Mortgage
Loan or Corrected Lease but for the related Borrower or Tenant, as applicable,
having made three full and consecutive Monthly Payments as provided in the
Lease Documents or Loan Documents,


 


60

















 


then such
terminated or resigning Special Servicer shall be entitled to all, and the
Successor Special Servicer shall be entitled to none, of the Workout Fee
payable in connection with such Specially Serviced Asset after it actually
becomes a Corrected Mortgage Loan or Corrected Lease, as applicable.


 


(g)                                 A
Liquidation Fee shall be payable to the Special Servicer with respect to (i) each
Mortgage Loan or Mortgaged Property repurchased by the related Originator or
the Support Provider due to a Collateral Defect if purchased after the
applicable cure period, (ii) any Specially Serviced Asset as to which the
Special Servicer obtains a full, partial or discounted payoff from the related
Borrower of a Mortgage Loan or for some or all of the Collateral Value from the
Mortgaged Property related to a Lease from the Tenant, or (iii) any
Specially Serviced Asset or REO Property as to which the Special Servicer
recovers any Liquidation Proceeds; provided, that no Liquidation Fee
shall be payable from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the purchase of any Specially Serviced Mortgage
Loan, Mortgaged Property related to any Specially Serviced Lease or REO
Property by the Property Manager or the Special Servicer. As to each such
Mortgage Loan or Lease repurchased by the related Originator or the Support
Provider as described above or any Specially Serviced Asset and REO Property,
the Liquidation Fee shall be payable out of the related payment or proceeds and
shall be calculated by application of the Liquidation Fee Rate to such related payment
or proceeds.


 


(h)                                 As
compensation for its activities hereunder, the Back-Up Manager shall be
entitled to receive the Back-Up Fee with respect to each Mortgaged Property and
Mortgage Loan included in the Collateral Pool. As to each such Mortgaged Property
and Mortgage Loan included in the Collateral Pool, the Back-Up Fee shall accrue
at the related Back-Up Fee Rate on the basis of the Collateral Value of each
such Mortgaged Property and Mortgage Loan. The right to receive the Back-Up Fee
may not be transferred in whole or in part except in connection with
the transfer of all of the Back-Up Manager’s responsibilities and obligations
under this Agreement. Earned but unpaid Back-Up Fees shall be payable monthly
pursuant to Section 3.05(a) and Section 2.11 of the
Indenture.


 


Section 3.12.                                     Property
Inspections; Collection of Financial Statements; Delivery of Certain Reports.


 


(a)                                  If
a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special
Servicer shall perform a physical inspection of the related Mortgaged
Property as soon as practicable thereafter and, if such Lease or Mortgage Loan
remains a Specially Serviced Asset for more than two years, at least annually
thereafter. The Special Servicer shall prepare a written report of each such
inspection performed by it that sets forth in detail the condition of the
related Mortgaged Property and that specifies the existence of (i) any
sale or transfer of such Mortgaged Property, or (ii) any change in the
condition or value of such Mortgaged Property that it, in its good faith and
reasonable judgment, considers material. The Special Servicer shall deliver to
the Issuers, the Indenture Trustee, the Property Manager, the Insurers and the
Rating Agencies a copy of each such written report prepared by it during each
calendar quarter within 15 days of the end of such quarter. The Special
Servicer shall receive reimbursement for 


 


61

















 


reasonable out-of-pocket expenses related to any such
inspection from the applicable Issuers pursuant to Section 2.11(b) of
the Indenture.


 


(b)                                 The
Special Servicer, in the case of any Specially Serviced Asset, and the Property
Manager, in the case of all other Leases and Mortgage Loans, shall make
reasonable efforts to collect promptly from each related Obligor and review
annual operating statements of the related Mortgaged Properties and financial
statements of such Obligor.


 


(c)                                  Not
later than December 15 of each year, commencing December 15, 2005,
the Property Manager shall deliver to the Issuers, the Indenture Trustee, the
Insurers and the Special Servicer (i) from information, if any, that the
Property Manager has most recently received pursuant to Section 3.12(b),
a report setting forth the aggregate Fixed Charge Coverage Ratios of all
Obligors from whom it has received financial information sufficient to permit
it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or
corporate level, as applicable) and, in each case, identifying the period
covered by the related financial statements in its possession, and (ii) a
schedule, in the form of the Mortgaged Property Schedule or Mortgage
Loan Schedule, as applicable, prepared as of the applicable Series Closing
Date or, if applicable, such other Transfer Date, and further identifying on
such schedule each Lease or Mortgage Loan (x) that has become a Liquidated
Lease or Liquidated Mortgage Loan since the most recent delivery of such schedule pursuant
to this Section 3.12(c)(ii) (or, in the case of the first such
delivery, since the Initial Closing Date), and specifying the date on which the
sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or
(y) that has otherwise terminated in accordance with its terms and, in each
case, specifying the date of such sale, re-lease or termination, the amount
collected in connection therewith and the amount of any unreimbursed Property
Protection Advances, Emergency Property Expenses, Extraordinary Expenses and
other amounts due under the related Mortgage Loan or Lease incurred in
connection therewith.


 


Section 3.13.                                     Annual
Statement as to Compliance.


 


Each of the Property Manager and the Special Servicer
shall deliver to the Issuers, to each Insurer, to the Indenture Trustee and, in
the case of the Special Servicer, to the Property Manager, as soon as
available, and in any event by the 15th day after each March 31
of each year (or the next succeeding Business Day if any such day is not a
Business Day) beginning in March 2006, an Officer’s Certificate stating,
as to each signer thereof, that (i) a review of the activities of the
Property Manager or the Special Servicer, as the case may be, during the
prior calendar year, and of its performance under this Agreement, has been made
under such officer’s supervision, and (ii) to the best of such officer’s
knowledge, based on such review, the Property Manager or the Special Servicer,
as the case may be, complied in all material respects throughout such
period with the minimum servicing standards in this Agreement and fulfilled in
all material respects throughout such period its obligations under this
Agreement or, if there was noncompliance with such standards or a default in
the fulfillment of any such obligation in any material respect, such Officer’s
Certificate shall include a description of such noncompliance or specify each
such default, as the case may be, known to such officer and the nature and
status thereof.


 


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Section 3.14.                                     Reports
by Independent Public Accountants.


 


On or before March 31 of each year, beginning in March 2006,
each of the Property Manager and the Special Servicer, at its expense, shall
cause an independent, registered public accounting firm (which may also
render other services to the Property Manager or the Special Servicer, as the
case may be) to furnish to the Issuers, each Insurer and the Indenture
Trustee and, in the case of the Special Servicer, to the Property Manager a
report containing such firm’s opinion that, on the basis of an examination
conducted by such firm substantially in accordance with standards established
by the American Institute of Certified Public Accountants, the assertion made
pursuant to Section 3.13 regarding
compliance by the Property Manager or the Special Servicer, as the case may be,
with the minimum servicing standards in the Uniform Single Attestation for
Mortgage Bankers during the preceding fiscal year (or from the Initial Closing
Date through December 31, 2005, in the case of the first such report) is
fairly stated in all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such institute’s standards
require it to report. In rendering such statement, such firm may rely, as
to matters relating to direct servicing of leases and mortgage loans by
Sub-Managers, upon comparable reports for examinations conducted substantially
in accordance with such institute’s standards (rendered within one year of such
report) of independent public accountants with respect to the related
Sub-Manager.


 


Section 3.15.                                     Access
to Certain Information; Delivery of Certain Information.


 


(a)                                  Each
of the Property Manager and the Special Servicer shall afford to the other, to
the Issuers, the Insurers, the Indenture Trustee and the Rating Agencies and to
the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise
authority over any holder of Notes or LLC Interests, reasonable access to any
documentation regarding the Leases, Mortgage Loans and Mortgaged Properties and
its servicing thereof within its control, except to the extent it is prohibited
from doing so by applicable law or contract or to the extent such information
is subject to a privilege under applicable law to be asserted on behalf of an
Issuer or the holders of Notes or LLC Interests. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Property Manager or the Special Servicer,
as the case may be, designated by it.


 


(b)                                 The
Property Manager or the Special Servicer shall notify the Rating Agencies, the
Indenture Trustee and the Insurers of any Mortgaged Property whose Tenant has
ceased to exercise its business activity on such Mortgaged Property within 30
days of becoming aware of such a circumstance.


 


Section 3.16.                                     Appraisals
After a Property Protection Event; Title to REO Property.


 


(a)                                  If
any Property Protection Event occurs at any time that an Insurance Policy is in
effect, the Special Servicer shall obtain, as soon as reasonably practical, a
new full narrative (complete summary) or, with respect to Mortgaged Properties
in the Restaurant Business Sector, limited scope (limited restricted) MAI
appraisal with respect to the related


 


63

















 


Mortgaged Properties securing each Mortgage Loan or
Lease which first becomes a Specially Serviced Asset after the date of such
Property Protection Event (i) within six months after the date the
Mortgage Loan or Lease related to such Mortgaged Property first becomes a
Specially Serviced Asset (unless such requirement is waived by the Series 2005-1
Insurer) and (ii) unless the Property Manager furnishes a certificate to
the Indenture Trustee stating that no circumstances exist that would materially
affect the value of such Specially Serviced Asset since the most recent
appraisal, on or about each twelve month anniversary of the date of such new
appraisal for so long as the Mortgage Loan or Lease related to such Mortgaged
Property remains a Specially Serviced Asset.


 


(b)                                 If
title to any REO Property is acquired by the Special Servicer on behalf of the
Issuer, the deed or certificate of sale shall be issued to the applicable
Issuer. Upon acquisition of such REO Property, the Special Servicer shall, if
any amounts remain due and owing under the related Mortgage Note, cause the
applicable Issuer to execute and deliver to the Indenture Trustee or the
Collateral Agent a new Mortgage (along with appropriate Financing Statements),
as applicable, in favor of the Indenture Trustee or the Collateral Agent to
secure the lien of the Indenture.


 


(c)                                  The
Special Servicer shall remit to the Property Manager for deposit in the
Collection Account or Release Account, as applicable, upon receipt, all REO Revenues,
Property Insurance Proceeds and Liquidation Proceeds received in respect of an
REO Property or Specially Serviced Asset.


 


Section 3.17.                                     Management
of REO Properties and Mortgaged Properties relating to Defaulted Assets.


 


(a)                                  [Reserved]


 


(b)                                 At
any time that a Mortgaged Property is not subject to a Mortgage Loan or a Lease
or is subject to a Mortgage Loan or a Lease that is a Defaulted Asset or with
respect to an REO Property, the Special Servicer’s decision as to how such
Mortgaged Property or REO Property shall be managed and operated shall be based
on the good faith and reasonable judgment of the Special Servicer as to the
best interest of the applicable Issuer, the Insurers and the Noteholders by
maximizing (to the extent commercially feasible) the net after-tax revenues
received by the applicable Issuer with respect to such property and, to the
extent consistent with the foregoing, in the same manner as would commercial
loan and lease servicers and asset managers operating property comparable to the
respective Mortgaged Property or REO Property under the Servicing Standard. The
applicable Issuer, the Indenture Trustee and the Special Servicer may consult
with counsel at the expense of the applicable Issuer in connection with
determinations required under this Section 3.17(b). Neither the
Indenture Trustee nor the Special Servicer shall be liable to the Issuers, the
Insurers, the holders of the Notes, the other parties hereto or each other, nor
shall the applicable Issuer be liable to the Issuers, the Insurers, any such
holders or to the other parties hereto, for errors in judgment made in good
faith in the exercise of their discretion while performing their respective
responsibilities under this Section 3.17(b). Nothing in this Section 3.17(b) is
intended to prevent the sale or re-lease of a Mortgaged Property or REO
Property pursuant to the terms and subject to the conditions of Section 3.18
and Article VII, as applicable.


 


64

















 


(c)                                  The
Special Servicer shall have full power and authority to do any and all things
in connection with the servicing and administration of any Mortgaged Property
subject to a Defaulted Asset and any REO Property as are consistent with the
Servicing Standard and, consistent therewith, shall request that the Property
Manager make, and the Property Manager shall make, Property Protection
Advances, or pay Emergency Property Expenses from funds on deposit in the
Collection Account, necessary for the proper operation, management, maintenance
and disposition of such Mortgaged Property or REO Property, including:


 


(i)                                     all
insurance premiums due and payable in respect of such Mortgaged Property or REO
Property;


 


(ii)                                  all
real estate and personal property taxes and assessments in respect of such
Mortgaged Property or REO Property that may result in the imposition of a
lien thereon (including taxes or other amounts that could constitute liens
prior to or on parity with the lien of the related Mortgage);


 


(iii)                               any ground lease rents
in respect of such Mortgaged Property or REO Property; and


 


(iv)                              all
costs and expenses necessary to maintain, lease, sell, protect, manage, operate
and restore such Mortgaged Property or REO Property.


 


Notwithstanding the foregoing, the Property
Manager shall have no obligation to make any such Property Protection Advance
if (as evidenced by an Officer’s Certificate delivered to the applicable Issuer
and the Indenture Trustee) the Property Manager determines, in accordance with
the Servicing Standard, that such payment would be a Nonrecoverable Property
Protection Advance. The Special Servicer shall submit requests to make Property
Protection Advances to the Property Manager not more than once per month unless
the Special Servicer determines on an emergency basis in accordance with the
Servicing Standard that earlier payment is required to protect the interests of
the Issuers and the Noteholders.


 


Section 3.18.                                     Sale
and Exchange of Mortgage Loans, Leases and Mortgaged Properties.


 


(a)                                  The
Property Manager, the Special Servicer and the applicable Issuer may sell
or purchase, or permit the sale or purchase of, a Mortgage Loan or Mortgaged
Property only on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Section 2.04,
Section 3.09, Article VII and Article VIII.
Except with respect to repurchases or substitutions by a related Originator or
the Support Provider due to a Collateral Defect, an Issuer may only sell
or exchange a Mortgaged Property or Mortgage Loan to or with any of its
Affiliates subject to the applicable conditions set forth in the Indenture
(including any applicable Series Supplement). The aggregate Collateral
Value of Qualified Substitute Mortgage Loans and Qualified Substitute Mortgaged
Properties acquired by the Issuers from any Affiliates of the Issuers
(including with proceeds from sales to third parties), among other things, may not
contravene the applicable limits set forth in the Indenture (including the most
recent Series Supplement).


 


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(b)                                 The
Property Manager shall act on behalf of the applicable Issuer and the Indenture
Trustee in negotiating and taking any other action necessary or appropriate in
connection with the sale of any Mortgaged Property or Mortgage Loan, other than
a Mortgaged Property related to a Defaulted Asset or REO Property and the
collection of all amounts payable in connection therewith. The Special Servicer
shall take such actions in connection with the sale of any such Defaulted
Asset, Mortgaged Property related to a Defaulted Asset, or REO Property as it
determines in accordance with the Servicing Standard will be in the best
interests of the applicable Issuer, the Noteholders and the Insurers. Any sale
of a Mortgaged Property, Defaulted Asset or REO Property shall be free and
clear of the lien of the Indenture and shall be final and without recourse to
the applicable Issuer or the Indenture Trustee. If such sale is consummated in
accordance with the terms of this Agreement, none of the Property Manager, the
Special Servicer or the Indenture Trustee shall have any liability to the
Issuers, the Insurers or any holder of Notes with respect to the purchase price
therefor accepted by the Property Manager, the Special Servicer or the
Indenture Trustee, as the case may be.


 


Section 3.19.                                     Modifications,
Waivers, Amendments and Consents.


 


(a)                                  The
Property Manager and the Special Servicer each may, consistent with the
Servicing Standard, agree to any modification, waiver or amendment of any term
of, forgive any payment on, and permit the release of the Obligor on or any
Guarantor of, any Lease or Mortgage Loan it is required to service and
administer hereunder, without the consent of the Insurers, the Issuers, the
Indenture Trustee, any holder of Notes or any Controlling Party, subject to
each of the following limitations, conditions and restrictions:


 


(i)  if an Early Amortization Event has occurred
and is continuing, neither the Property Manager nor the Special Servicer will
agree to any modification, waiver or amendment of any term of, or take any of
the other above referenced actions, with respect to any Lease or Mortgage Loan,
without the prior written consent of the Series 2005-1 Insurer; and


 


(ii)  other than as provided in Sections 3.02 and 3.08,
without the prior written consent of the Series 2005-1 Insurer, the
Property Manager shall not agree to any modification, waiver or amendment of
any term of, or take any of the other above referenced actions, with respect to
any Lease or Mortgage Loan it is required to service and administer hereunder,
that would affect the amount or timing of any payment or other amount payable
thereunder or, in the Property Manager’s good faith and reasonable judgment,
would materially reduce the likelihood of timely payment of amounts due thereon
or would materially impair the security for any Mortgage Loan or Lease; the
Special Servicer may, however, agree to any modification, waiver or amendment
of any term of, or take any of the other above referenced actions, with respect
to any Specially Serviced Asset that would have any such effect, but only if (A) a
material default on such Specially Serviced Asset has occurred or, (B) in
the Special Servicer’s reasonable and good faith judgment, a default in respect
of payment on such Specially Serviced Asset is reasonably foreseeable, and such
modification, waiver, amendment or other action is reasonably likely to produce
a greater recovery to the applicable Issuer on a present value basis than would
liquidation;


 


66

















 


provided, that (x)
the limitations, conditions and restrictions set forth in subparagraphs (i) and
(ii) shall not apply to any modification, waiver, amendment or other
action with respect to any Lease or Mortgage Loan that is required, without the
exercise of the applicable Issuer’s discretion, under the terms of such Lease
or Mortgage Loan or that is solely within the control of the related Obligor,
(y) notwithstanding the foregoing, neither the Property Manager nor the Special
Servicer shall be required to oppose the confirmation of a plan in any
bankruptcy or similar proceeding involving an Obligor if in their reasonable
and good faith judgment such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar and (z) none of the
limitations, conditions and restrictions set forth above shall limit the
Property Manager’s or the Special Servicer’s ability to terminate any Lease or
Mortgage Loan in accordance with the terms thereof; provided, further,
that, notwithstanding the foregoing, with respect to certain Mortgage Loans
and/or Leases listed on Exhibit I attached hereto, the applicable
Insurer shall be provided notice of all proposed modifications, waivers or
amendments of the terms thereof, and the prior written consent of such Insurer
(so long as no Insurer Default shall have occurred and be continuing) shall be
required for any modification, waiver or amendment of any financial or material
non-financial term thereof.


 


(b)                                 The
Property Manager and the Special Servicer shall have no liability to the
Issuers, the Indenture Trustee, the Insurers, the holders of the Notes or to
any other Person if its analysis and determination that the modification,
waiver, amendment or other action contemplated by Section 3.19(a) would
not materially reduce the likelihood of timely payment of amounts due thereon,
or that such modification, waiver, amendment or other action is reasonably
likely to produce a greater recovery to the applicable Issuer on a present
value basis than would an alternative course of action, should prove to be
wrong or incorrect, so long as the analysis and determination were made on a
reasonable basis in accordance with the Servicing Standard in good faith by the
Property Manager or the Special Servicer, as the case may be;


 


(c)                                  The
Property Manager and the Special Servicer each may, as a condition to its
granting any request by an Obligor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Property Manager’s or Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related
Lease or Mortgage Loan and is permitted by the terms of this Agreement, require
that such Obligor pay to it, as additional servicing compensation, a reasonable
or customary fee for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it; and


 


(d)                                 All
modifications, waivers, amendments and other actions entered into or taken in
respect of a Lease or Mortgage Loan pursuant to this Section 3.19
shall be in writing. Each of the Property Manager and the Special Servicer
shall notify the other such party and the Issuers, the Insurers and the
Indenture Trustee, in writing, of any modification, waiver, amendment or other
action entered into or taken in respect of any Lease or Mortgage Loan pursuant
to this Section 3.19 and the date
thereof, and shall deliver to the Custodian for deposit in the related Lease
File or Loan File an original counterpart of the agreements relating to
such modification, waiver, amendment or other action, promptly (and in any
event within ten (10) Business Days) following the execution thereof. In
addition, following any modification, waiver, amendment or other action agreed
to by the Property Manager or the Special Servicer


 


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pursuant to Section 3.19(a) above,
the Property Manager or the Special Servicer, as the case may be, shall
deliver to the Issuers, to the Insurers, to the Indenture Trustee and, in the
case of the Special Servicer, to the Property Manager, an Officer’s Certificate
setting forth in reasonable detail the basis of the determinations made by it
pursuant to Section 3.19(a).


 


Section 3.20.                                     Transfer
of Servicing Between Property Manager and Special Servicer; Record Keeping.


 


(a)                                  Upon
determining that a Servicing Transfer Event has occurred with respect to any
Lease or Mortgage Loan and if the Property Manager is not also the Special
Servicer, the Property Manager shall immediately give notice thereof and shall
deliver the related Servicing File to the Special Servicer, and shall use its
best efforts to provide the Special Servicer with all information, documents
(or copies thereof) and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Lease or Mortgage
Loan reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto without acting through a Sub-Manager.
The Property Manager shall use its best efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each related
Servicing Transfer Event.


 


Upon determining that a Specially Serviced Asset has
become a Corrected Lease or Corrected Mortgage Loan and if the Property Manager
is not also the Special Servicer, the Special Servicer shall immediately give
notice thereof, and shall return the related Servicing File, to the Property
Manager and, upon giving such notice and returning such Servicing File, to the
Property Manager, (i) the Special Servicer’s obligation to service such
Lease or Mortgage Loan shall terminate, (ii) the Special Servicer’s right
to receive the Special Servicing Fee with respect to such Lease or Mortgage
Loan shall terminate, and (iii) the obligations of the Property Manager to
service and administer such Lease or Mortgage Loan shall resume, in each case,
effective as of the first day of the following calendar month.


 


(b)                                 In
servicing any Specially Serviced Assets, the Special Servicer shall provide to
the Custodian, for the benefit of the Indenture Trustee, originals of documents
included within the definition of “Lease File” for inclusion in the related
Lease File and “Loan File” for inclusion in the related Loan File (with a copy
of each such original to the Property Manager), and copies of any additional
related Lease and Mortgage Loan information, including correspondence with the
related Obligor.


 


(c)                                  Notwithstanding
anything in this Agreement to the contrary, in the event that the Property
Manager and the Special Servicer are the same Person, all notices,
certificates, information and consents required to be given by the Property
Manager to the Special Servicer or vice versa shall be deemed to be given
without the necessity of any action on such Person’s part.


 


Section 3.21.                                     Sub-Management
Agreements.


 


(a)                                  The
Property Manager and the Special Servicer may enter into Sub-Management
Agreements to provide for the performance by third parties of any or all of
their


 


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respective obligations hereunder; provided,
that, in each case, the Sub-Management Agreement: (i) is consistent with
this Agreement in all material respects and requires the Sub-Manager to comply
with all of the applicable conditions of this Agreement; (ii) provides
that if the Property Manager or the Special Servicer, as the case may be,
shall for any reason no longer act in such capacity hereunder (including by
reason of a Servicer Replacement Event), the Back-Up Manager, or any Successor
Property Manager or Successor Special Servicer may thereupon assume all of
the rights and, except to the extent they arose prior to the date of
assumption, obligations of the Property Manager or the Special Servicer, as the
case may be, under such agreement or, alternatively, may terminate
such Sub-Management Agreement without cause and without payment of any penalty
or termination fee; (iii) provides that the Issuers, the Back-Up Manager,
the Indenture Trustee, the other parties hereto and, as and to the extent
provided herein, the third party beneficiaries hereof shall be third party
beneficiaries under such agreement, but that (except to the extent the Back-Up
Manager or Successor Property Manager or Successor Special Servicer assumes the
obligations of the Property Manager or the Special Servicer, as the case may be,
thereunder as contemplated by the immediately preceding clause (ii) and,
in such case, only from the date of such assumption) none of the Issuers, the
Indenture Trustee, the Back-Up Manager, the Insurers, any other party hereto,
any successor Property Manager or Special Servicer, as the case may be,
any holder of Notes or LLC Interests or any other third party beneficiary
hereof shall have any duties under such agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgaged Property or Mortgage
Loan pursuant to this Agreement to terminate such agreement with respect to
such purchased Mortgaged Property or Mortgage Loan at its option and without
penalty; (v) does not permit the Sub-Manager to enter into or consent to
any modification, waiver or amendment or otherwise take any action on behalf of
the Property Manager or Special Servicer, as the case may be, contemplated
by Section 3.19 without the written
consent of the Property Manager or Special Servicer, as the case may be;
and (vi) does not permit the Sub-Manager any rights of indemnification
that may be satisfied out of the Collateral. In addition, each
Sub-Management Agreement entered into by the Property Manager shall provide
that such agreement shall terminate with respect to any Lease and the related
Mortgaged Property, and Mortgage Loan serviced thereunder at the time such
Lease or Mortgage Loan becomes a Specially Serviced Asset, and each
Sub-Management Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Assets and shall terminate with respect to any such Lease
or Mortgage Loan that ceases to be a Specially Serviced Asset.


 


The Property Manager and the Special Servicer shall
each deliver to the Issuers, each Insurer and the Indenture Trustee copies of
all Sub-Management Agreements, and any amendments thereto and modifications
thereof, entered into by it, promptly upon its execution and delivery of such
documents. References in this Agreement to actions taken or to be taken by the
Property Manager or the Special Servicer include actions taken or to be taken
by a Sub-Manager on behalf of the Property Manager or the Special Servicer, as
the case may be, and in connection therewith, all amounts advanced by any
Sub-Manager to satisfy the obligations of the Property Manager hereunder to
make Property Protection Advances shall be deemed to have been advanced by the
Property Manager out of its own funds and, accordingly, such Property
Protection Advances shall be recoverable by such Sub-Manager in the same manner
and out of the same funds as if such Sub-Manager were the Property Manager. For
so long as they are outstanding, Property Protection Advances shall accrue
Advance Interest in accordance with


 


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Sections 3.11(e) and
4.02(d), such interest to be allocable
between the Property Manager and such Sub-Manager as they may agree. For
purposes of this Agreement, the Property Manager and the Special Servicer each
shall be deemed to have received any payment, and shall be obligated to handle
such payment in accordance with the terms of this Agreement, when a Sub-Manager
retained by it receives such payment. The Property Manager and the Special
Servicer each shall notify the other, the Issuers, each Insurer and the
Indenture Trustee in writing promptly of the appointment by it of any
Sub-Manager.


 


(b)                                 Each
Sub-Manager shall be authorized to transact business in the state or states in
which the Mortgaged Properties it is to service are situated, if and to the
extent required by applicable law.


 


(c)                                  The
Property Manager and the Special Servicer, for the benefit of the Issuers,
shall (at no expense to the Issuers or the Indenture Trustee) monitor the
performance and enforce the obligations of their respective Sub-Managers under
the related Sub-Management Agreements. Such enforcement, including the legal
prosecution of claims, termination of Sub-Management Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time
as the Property Manager or the Special Servicer, as applicable, in its good
faith and reasonable judgment, would require were it the owner of the Mortgaged
Properties and the Mortgage Loans. Subject to the terms of the related Sub-Management
Agreement, the Property Manager and the Special Servicer shall each have the
right to remove a Sub-Manager retained by it at any time it considers such
removal to be in the best interests of the Issuers.


 


(d)                                 If
the Property Manager or the Special Servicer ceases to serve as such under this
Agreement for any reason (including by reason of a Servicer Replacement Event)
and no Successor Property Manager or Successor Special Servicer, as the case may be,
has succeeded to its rights and assumed its obligations hereunder, then the
Back-Up Manager shall succeed to the rights and assume the obligations of the
Property Manager or the Special Servicer under any Sub-Management Agreement,
unless (with the consent of each Insurer) the Indenture Trustee elects to
terminate any such Sub-Management Agreement in accordance with its terms. In
any event, if a Sub-Management Agreement is to be assumed by the Back-Up
Manager, then the Property Manager or the Special Servicer, as applicable, at
its expense, shall, upon request of the Back-Up Manager, deliver to the Back-Up
Manager all documents and records relating to such Sub-Management Agreement and
the Mortgaged Properties and the Mortgage Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Sub-Management Agreement to the assuming party.


 


(e)                                  Notwithstanding
any Sub-Management Agreement, the Property Manager and the Special Servicer
shall remain obligated and liable to the Issuers, the Noteholders, the
Indenture Trustee and each other for the performance of their respective
obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if each
alone were servicing and administering the Mortgage Loans, the Mortgaged
Properties and Leases for which it is responsible.


 


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(f)                                    The
Property Manager or Special Servicer, as applicable, will be solely liable for
all fees owed by it to any Sub-Manager, irrespective of whether its
compensation pursuant to this Agreement is sufficient to pay such fees.


 


ARTICLE IV


 


REPORTS


 


Section 4.01.                                     Reports
to the Issuers, the Indenture Trustee and the Insurers.


 


(a)                                  Not
later than 2:00 p.m. (New York City time), three (3) Business Days
prior to each Payment Date, the Property Manager shall deliver to each of the
Issuers, the Insurers and the Indenture Trustee a report containing the
information specified on Exhibit F hereto, and such other
information with respect to the Mortgage Loans, the Leases and Mortgaged
Properties as the Indenture Trustee or the Insurers may reasonably request
(such report, the “Determination Date Report”),
reflecting information as of the close of business on the last day of the
related Collection Period, in a mutually agreeable electronic format. The
Determination Date Report and any written information supplemental thereto
shall include such information with respect to the Mortgage Loans, the Leases
and Mortgaged Properties as is required by the Indenture Trustee for purposes
of making the payments required by Section 2.11(b) of the Indenture
and the calculations and reports referred to in Section 6.01 of the
Indenture and otherwise therein, in each case as set forth in written
specifications or guidelines issued by any of the Issuers or the Indenture
Trustee, as the case may be, from time to time. The Property Manager shall
also provide to the Indenture Trustee the wire instructions for the relevant
parties to which payments under Section 2.11(b) of the Indenture will
be made. The Determination Date Report shall also contain a certification by
the Property Manager that the Issuers have not incurred any indebtedness except
indebtedness permitted by the Transaction Documents. Such information shall be
delivered by the Property Manager to each of the Issuers, the Indenture Trustee
and the Insurers in agreed-upon format and such electronic or other form as
may be reasonably acceptable to the Issuers, the Indenture Trustee and the
Insurers. The Special Servicer shall from time to time (and, in any event, as may be
reasonably required by the Property Manager) provide the Property Manager with
such information regarding the Specially Serviced Assets as may be
necessary for the Property Manager to prepare each Determination Date Report
and any supplemental information to be provided by the Property Manager to the
Issuers, the Insurers or the Indenture Trustee.


 


(b)                                 By
1:00 p.m. (New York City time), two (2) Business Days after the last
day of each Collection Period, the Special Servicer shall deliver to the
Property Manager, the Insurers and the Indenture Trustee a report containing
such information relating to the Mortgage Loans, the Leases and Mortgaged
Properties managed by it and in such form as the Indenture Trustee or the
Insurers may reasonably request (such report, the “Special
Servicer Report”) reflecting information as of the close of
business on the last day of such Collection Period.


 


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(c)                                  Not
later than the 30th day following the end of each calendar quarter, commencing
with the quarter ended September 30, 2005, the Special Servicer shall deliver
to the Indenture Trustee, the Insurers and the Property Manager a report
containing such information and in such form as the Indenture Trustee or
the Insurers may reasonably request (such report a “Modified
Collateral Detail and Realized Loss Report”) with respect to all
operating statements and other financial information collected or otherwise
obtained by the Special Servicer pursuant to Section 3.12(b) during
such calendar quarter.


 


(d)                                 Not
later than 3:00 p.m. (New York City time) on the fourth Business Day prior
to each Payment Date, the Property Manager shall provide to the Indenture
Trustee such information as is necessary for the Indenture Trustee to determine
whether a claim will be required (and if so, the amount of such claim) under
any Insurance Policy on such Payment Date.


 


Section 4.02.                                     Use
of Agents.


 


The Property Manager may at its own expense
utilize agents or attorneys-in-fact, including Sub-Managers, in performing any
of its obligations under this Article IV, but no such utilization
shall relieve the Property Manager from any of such obligations, and the
Property Manager shall remain responsible for all acts and omissions of any
such agent or attorney-in-fact. The Property Manager shall have all the
limitations upon liability and all the indemnities for the actions and
omissions of any such agent or attorney-in-fact that it has for its own actions
hereunder pursuant to Article V, and
any such agent or attorney-in-fact shall have the benefit of all the
limitations upon liability, if any, and all the indemnities provided to the
Property Manager under Section 5.03(a).
Such indemnities shall be expenses, costs and liabilities of the Issuers, and
any such agent or attorney-in-fact shall be entitled to be reimbursed therefor
from the Collection Account as provided in Section 2.11 of the Indenture.


 


ARTICLE V


 


THE PROPERTY MANAGER AND THE
SPECIAL SERVICER


 


Section 5.01.                                     Liability
of the Property Manager and the Special Servicer.


 


The Property Manager and the Special Servicer shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Property Manager and the
Special Servicer, respectively, herein.


 


Section 5.02.                                     Merger,
Consolidation or Conversion of the Property Manager and the Special Servicer.


 


Subject to the following paragraph, the Property
Manager and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a partnership, corporation, bank or association under
the laws of the jurisdiction of its formation, and each will obtain and
preserve its qualification to do business as a foreign partnership,
corporation, bank or association in each jurisdiction in which such
qualification is or shall be necessary to protect the


 


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validity and enforceability of this Agreement or any
of the Leases and the Mortgage Loans and to perform its respective duties
under this Agreement.


 


Each of the Property Manager and the Special Servicer may be
merged or consolidated with or into any Person, or may transfer all or
substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Property Manager or the
Special Servicer is a party, or any Person succeeding to the business of the
Property Manager or the Special Servicer, will be the successor Property
Manager or the successor Special Servicer, as the case may be, hereunder,
and each of the Property Manager and the Special Servicer may transfer its
rights and obligations under this Agreement to any Person; provided, however,
that no such successor, surviving Person or transferee shall succeed to the
rights of the Property Manager or the Special Servicer unless it shall have
furnished to the Issuers, the Insurers and the Indenture Trustee the Series 2005-1
Insurer’s written consent and the Rating Condition is satisfied.


 


Section 5.03.                                     Limitation
on Liability of the Property Manager, the Special Servicer and the Back-Up
Manager; Environmental Liabilities.


 


(a)                                  None
of the Property Manager, the Special Servicer or the Back-Up Manager or any
director, officer, employee or agent of any such party or Control Person over
any of them shall be under any liability to the Issuers, the Insurers, the
Indenture Trustee or the holders of the Notes or the LLC Interests for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that none of the Property
Manager, the Special Servicer or the Back-Up Manager shall be protected against
any liability that would otherwise be imposed by reason of misfeasance, bad
faith or negligence in the performance of obligations or duties hereunder. The
Property Manager and the Special Servicer and the Back-Up Manger and any
director, officer, employee, agent or Control Person of any of them shall be
entitled to indemnification by the Issuers, payable, subject to Section 5.04
of the Indenture, from the Available Amount, against any loss, liability or
expense incurred in connection with any legal action that relates to this
Agreement, the Indenture, the Purchase and Sale Agreements or the Notes; provided,
however, that such indemnification shall not extend to any loss,
liability or expense incurred by reason of misfeasance, bad faith or negligence
in the performance of obligations or duties under this Agreement. The Issuers,
the Indenture Trustee and the Collateral Agent and any director, officer,
employee, agent or Control Person of any of them shall be entitled to
indemnification by the Property Manager, the Special Servicer and the Back-Up
Manager, as applicable, against any loss, liability or expense incurred in the
performance of obligations or duties by the Property Manager, the Back-Up
Manager or the Special Servicer, as applicable, under this Agreement. None of
the Property Manager, the Special Servicer or the Back-Up Manager, as
applicable, shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective responsibilities under this
Agreement and that in its opinion may involve it in any expense or
liability; provided, however, that each of the Property Manager,
the Back-Up Manager and the Special Servicer shall be permitted, in the
exercise of its discretion, to undertake any such action that it may deem
necessary or desirable with respect to the enforcement or protection of the
rights and duties of the parties hereto or the interests of any Issuer
hereunder. In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities


 


73

















 


of any such Issuer, the Property Manager, the Special
Servicer and the Back-Up Manager, as the case may be, and such parties
shall be entitled to be reimbursed therefore in accordance with Section 2.11(b) of
the Indenture.


 


(b)                                 The
Property Manager shall enforce or pursue in accordance with the Servicing
Standard any claim for payment, indemnity or reimbursement available to any of
the Issuers or the Indenture Trustee in respect of any environmental
liabilities, losses, claims, costs or expenses, including, without limitation,
any right to payment under an Environmental Indemnity Agreement or a
Performance Undertaking. The Property Manager shall seek payment from the
Support Provider for any indemnities due under an Environmental Indemnity
Agreement to the extent any such amounts are not paid by the applicable Issuer
on a current basis from the Available Amount remaining after payment of all
other amounts owed by such Issuer on any Payment Date. Any amounts advanced by
Spirit Finance, in its capacity as Property Manager, in respect of
environmental matters that are payable by the applicable Issuer under an
Environmental Indemnity Agreement and are not reimbursed on a current basis as
described above, shall be deemed to be payment by Spirit Finance, in its
capacity as Support Provider, and Spirit Finance shall not be entitled to
reimbursement of any such amounts as a Property Protection Advance.


 


Section 5.04.                                     Term
of Service; Property Manager and Special Servicer Not to Resign.


 


The Issuers may, upon written consent by the Series 2005-1
Insurer and written notice (without any requirement of consent) to the Property
Manager and the Special Servicer, transfer the servicing duties and obligations
of the Property Manager or the Special Servicer or both to a new servicer or
servicers. Any such transfer shall be contingent upon receipt by the Indenture
Trustee of written confirmation from: (1) each Rating Agency that such
transfer will not adversely affect its then current rating of the Notes without
giving effect to any Insurance Policy; and (2) the replacement Property
Manager or Special Servicer of its acceptance of its appointment. The Issuers
and the replacement Property Manager or Special Servicer shall execute and
deliver a transfer agreement (the “Servicing Transfer
Agreement”) mutually agreed upon in advance and effective on the
transfer date (the “Servicing Transfer Date”),
whereby the replacement Property Manager or Special Servicer will agree to perform all
of the duties and obligations of the Property Manager or the Special Servicer,
as the case may be, under this Agreement. The replacement Property Manager
and Special Servicer shall be entitled to payment of a prorated portion (which
shall be based on actual days of service and a year of 365 or 366 days, as
applicable) of the Property Management Fee and the Special Servicing Fee during
its term of service. Each Servicing Transfer Agreement shall include any
additional terms and provisions that the parties to this Agreement reasonably
determine are necessary or appropriate and which additional terms and
provisions shall be approved by all the parties to the Servicing Transfer
Agreement, which approvals shall not be unreasonably withheld. The Servicing
Transfer Agreement shall contain a provision stating that the former Property
Manager or Special Servicer is relieved from all liability under this Agreement
for acts or omissions occurring after the Servicing Transfer Date.


 


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Neither the Property Manager nor the Special Servicer
shall resign from the obligations and duties hereby imposed on it, except upon
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it, such other activities causing such a
conflict being of a type and nature carried on by the Property Manager or the
Special Servicer, as the case may be, at the date of this Agreement. Any
such determination permitting the resignation of the Property Manager or the
Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to
such effect that shall be delivered to the Issuers, the Insurers and the
Indenture Trustee. No such resignation shall become effective until the Back-Up
Manager or another successor shall have assumed the responsibilities and
obligations of the resigning party hereunder. Notwithstanding the foregoing,
each of the Property Manager and the Special Servicer may cause all of the
obligations and duties imposed on it by this Agreement to be assumed by, and may assign
its rights, benefits or privileges hereunder to, an Affiliate or, with the
prior written approval of the Issuers and the Series 2005-1 Insurer (such
approval not to be unreasonably withheld), a servicer that is not an Affiliate,
in each case, upon its delivery to the Issuers, the Insurers and the Indenture
Trustee of written confirmation from each Rating Agency that such a transfer
and assignment will not adversely affect its then-current rating of the Notes
without giving effect to any Insurance Policy, and the assumption by the
assignee of all of the obligations and duties of the Property Manager and/or
the Special Servicer, as applicable. Upon any such assignment and assumption by
the assignee of all of the obligations of the Property Manager and/or the
Special Servicer, the assignor, Spirit Finance (or its successor acting prior
to such assignment), shall be relieved from all liability hereunder for acts or
omissions of the Property Manager and/or the Special Servicer, as applicable,
occurring after the date of the assignment and assumption.


 


If the Property Manager, Special Servicer or Back-Up
Manager shall resign pursuant to this Section 5.04 or be removed
pursuant to Section 6.01, then such resigning Property Manager,
Special Servicer or Back-Up Manager, as applicable, must pay all reasonable
costs and expenses associated with the transfer of its duties. If the Property
Manager, Special Servicer or Back-Up Manager shall be removed pursuant to this Section 5.04,
then the party requesting such removal of the Property Manager, Special
Servicer or Back-Up Manager, as applicable, shall pay all reasonable costs and
expenses associated with the transfer of its duties.


 


Except as expressly provided herein, neither the
Property Manager nor the Special Servicer shall assign or transfer any of its
rights, benefits or privileges hereunder to any other Person or delegate to or
subcontract with, or authorize or appoint, any other Person to perform any
of the duties, covenants or obligations to be performed by it hereunder, or
cause any other Person to assume such duties, covenants or obligations. If,
pursuant to any provision hereof, the duties of the Property Manager or the
Special Servicer are transferred by an assignment and assumption to a successor
thereto, the entire amount of compensation payable to the Property Manager or
the Special Servicer, as the case may be, that accrues pursuant hereto
from and after the date of such transfer shall be payable to such successor.


 


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Section 5.05.                                     Rights
of Certain Persons in Respect of the Property Manager and the Special Servicer.


 


Each of the Property Manager and the Special Servicer
shall afford to the other and, also to the Issuers, the Insurers and the
Indenture Trustee, upon reasonable notice, during normal business hours, (a) access
to all records maintained by it relating to the Mortgage Loans, Mortgaged
Properties and Leases included in the Collateral Pool and in respect of its
rights and obligations hereunder and (b) access to such of its officers as
are responsible for such obligations. The Issuers may, but are not obligated
to, enforce the obligations of the Property Manager and the Special Servicer
hereunder and may, but are not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Property Manager or the Special
Servicer hereunder, or exercise the rights of the Property Manager or the
Special Servicer hereunder; provided, however, that neither the
Property Manager nor the Special Servicer shall be relieved of any of its
obligations hereunder by virtue of such performance by any such Issuer or its
designee. The Issuer shall not have any responsibility or liability for any
action or failure to act by or with respect to the Property Manager or the
Special Servicer.


 


Section 5.06.                                     [Reserved].


 


Section 5.07.                                     Property
Manager or Special Servicer as Owner of Notes.


 


The Property Manager or an Affiliate of the Property
Manager, or the Special Servicer or an Affiliate of the Special Servicer, may become
the holder of any Notes or any LLC Interests with the same rights as it would
have if it were not the Property Manager, the Special Servicer or any such
Affiliate. Subject to Section 3.19,
if, at any time during which the Property Manager, the Special Servicer or any
of their respective Affiliates is the holder of any Note or LLC Interest, the
Property Manager or the Special Servicer proposes to take or omit to take
action (i) which action or omission is not expressly prohibited by the
terms hereof and would not, in the Property Manager or the Special Servicer’s good
faith judgment, violate the Servicing Standard, and (ii) which action, if
taken, or omission, if made, might nonetheless, in the Property Manager’s or
the Special Servicer’s good faith judgment, be considered by other Persons to
violate the Servicing Standard, the Property Manager or the Special Servicer
may, but need not, seek the approval of the holders of the Notes and the LLC
Interests to such action or omission by delivering to the Issuers, the Insurers
and the Indenture Trustee a written notice that (a) states that it is
delivered pursuant to this Section 5.07,
(b) identifies the portion of Notes and LLC Interests beneficially owned
by the Property Manager or the Special Servicer or an Affiliate of the Property
Manager or the Special Servicer, as applicable, and (c) describes in
reasonable detail the action that the Property Manager or the Special Servicer,
as the case may be, proposes to take. Upon receipt of such notice, the
Issuers shall forward such notice to the applicable holders of the LLC Interests.
If, at any time, the holders of LLC Interests representing greater than 50% of
the LLC Interests and a Requisite Global Majority (calculated without regard to
the Notes or LLC Interests beneficially owned by the Property Manager and its
Affiliates or the Special Servicer and its Affiliates, as applicable)
separately consent in writing to the proposal described in the related notices,
and if the Property Manager or the Special Servicer shall act as proposed in
the written notice, and if the Property Manager or the Special Servicer, as the
case may be, takes action or omits to take action as proposed in such
notice, such action or omission


 


76

















 


will be deemed to comply with the Servicing Standard.
It is not the intent of the foregoing provision that the Property Manager or
the Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather in the case
of unusual circumstances.


 


ARTICLE VI


 


SERVICER REPLACEMENT EVENTS


 


Section 6.01.                                     Servicer
Replacement Events.


 


(a)                                  “Servicer Replacement Event,”
wherever used herein with respect to the Property Manager or Special Servicer,
means any one of the following events:


 


(i)                                     any
failure by the Property Manager or the Special Servicer to remit moneys, as
required under the Indenture or this Agreement, to the Collection Account, the
Release Account or the Payment Account, which failure remains unremedied for
one (1) Business Day; or


 


(ii)                                  the
Property Manager fails to make any Property Protection Advance, or fails to pay
(or, in the event the Property Manager is Spirit Finance, fails to direct the
Indenture Trustee to pay) any Emergency Property Expense from funds on deposit
in the Collection Account, in each case as required by the Indenture or this
Agreement, which failure remains unremedied for three (3) Business Days;
or


 


(iii)                               either the Property
Manager or the Special Servicer fails to comply in any material respect with
any other of the covenants or agreements on the part of the Property
Manager or the Special Servicer, as the case may be, contained in this
Agreement, which failure continues unremedied for a period of 30 days after the
date on which notice of such failure is given to the Property Manager or the
Special Servicer, as applicable (15 days in the case of a failure to pay the
premium for any insurance policy required to be maintained pursuant to this
Agreement or such fewer days as may be required to avoid the commencement
of foreclosure proceedings for unpaid real estate taxes or the lapse of
insurance, as applicable); provided, however, that if the failure
is capable of being cured and the Property Manager or Special Servicer is
diligently pursuing that cure, the 30 day period will be extended for another
30 days; or


 


(iv)                              any
breach on the part of the Property Manager or the Special Servicer of any
representation or warranty contained in this Agreement that materially and
adversely affects the interests of any Issuer, Noteholder or Insurer and that
continues unremedied for a period of 30 days after the date on which notice of
such breach is given to the Property Manager or the Special Servicer, as
applicable; provided, however, that if the breach is capable of
being cured and the Property Manager or the Special Servicer is diligently


 


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pursuing that cure, the 30 day period will be extended for another 30
days; or


 


(v)                                 the Property
Manager or the Special Servicer consents to the appointment of a receiver,
liquidator, trustee or similar official relating to it or relating to all or
substantially all of its assets or admits in writing its inability to pay its
debts or takes other actions indicating its insolvency or inability to pay its
obligations; or


 


(vi)                              a
decree or order of a court having jurisdiction in any involuntary case for the
appointment of a receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings is entered against the Property Manager or the Special
Servicer and the decree or order remains in force for a period of 60 days; provided,
that if any decree or order cannot be discharged, dismissed or stayed within
the 60-day period, the Property Manager or Special Servicer will have an
addition 30 days to effect the discharge, so long as it commenced proceedings
to have the decree or order dismissed within the initial 60-day period and it
is continuing to pursue the discharge; or


 


(vii)                           the
Property Manager or the Special Servicer assigns any of its obligations to any
third party other than as permitted under this Agreement or any other
Transaction Document and does not remedy such breach within five Business Days
of such assignment; or


 


(viii)                        the
Property Manager or the Special Servicer fails to observe any material
reporting requirements, which failure remains unremedied, in the case of
monthly insurance draw notices to the Insurers pursuant to Section 4.01,
if such notice is not delivered by 12:00 p.m. (New York City time) on the
second Business Day immediately prior to the related Payment Date, or if such
notice was timely delivered but with a material defect, three (3) Business
Days after notice of such defect requiring the same to be remedied, shall have
been given to the Property Manager or the Special Servicer, as applicable, by
any other party hereto or an Insurer, and otherwise, 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Property Manager or the Special, as applicable, by any
other party hereto or by an Insurer; or


 


(ix)                                the
Issuers or the Indenture Trustee has received notice in writing from any
applicable Rating Agency citing servicing concerns stating that the
continuation of the Property Manager or the Special Servicer in such capacity
would be the sole cause of or be a material reason for a downgrade,
qualification or withdrawal of any of the ratings then assigned by such Rating
Agencies to any Class of Notes, without giving effect to any related
Insurance Policy; or


 


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(x)                                   In
addition, for so long as Spirit Finance is the Property Manager or Special
Servicer, the following Servicer Replacement Events will be applicable:


 


(A)                              either
(i) a Change of Control of Spirit Finance has occurred without the prior
written consent of the Insurers or (ii) a change of a majority of the
members of Spirit Finance’s board of directors without the new directors having
been approved by the board of directors that existed immediately prior to the
appointment of such new directors;


 


(B)                                an
Early Amortization Event (if such Early Amortization Event is not waived) or
Event of Default has occurred and is continuing;


 


(C)                                Spirit
Finance shall permit its Net Worth at the end of any fiscal quarter to be less
than $400,000,000;


 


(D)                               any
final judgment in excess of $5,000,000 is entered against Spirit Finance that
is not paid, discharged, bonded or stayed within 60 days; or


 


(E)                                 the
ratio of Total Indebtedness to Total Assets with respect to Spirit Finance is
equal to or greater than 75% as of the end of any fiscal quarter.


 


When a single
entity acts as Property Manager and Special Servicer, a Servicer Replacement
Event in one capacity shall constitute a Servicer Replacement Event in each
capacity; provided, however, that, subject to Section 6.01(b), the Issuers may (with
the consent of the Series 2005-1 Insurer) at their option elect to
terminate the Property Manager or the Special Servicer in one or the other
capacity rather than both such capacities. Each of the Property Manager and the
Special Servicer will notify the Indenture Trustee and the Insurers in writing
of the occurrence of a Servicer Replacement Event or an event that, with the
giving of notice or the expiration of any cure period, or both, would
constitute a Servicer Replacement Event promptly upon obtaining knowledge
thereof.


 


(b)                                 (i) 
If any Servicer Replacement Event with respect to the Property Manager or the
Special Servicer (in either case, for purposes of this Section 6.01(b),
the “Defaulting Party”) shall occur and
be continuing, then, and in each and every such case, so long as the Servicer
Replacement Event shall not have been remedied, the Issuers (i) may, with
the consent of the Series 2005-1 Insurer (and shall at the direction of
the Series 2005-1 Insurer), (x) terminate the Defaulting Party by notice
in writing to the Defaulting Party (with a copy of such notice to each other
party hereto) and (y) terminate all of the rights and obligations accruing from
and after such notice of the Defaulting Party under this Agreement and in and
to the Collateral (other than as a holder of any Note or LLC Interest). In
addition, upon the occurrence of a Servicer Replacement Event, the Indenture
Trustee may (with the consent of the Requisite Global Majority), and shall
at the direction of the Requisite Global Majority, terminate the Property
Manager and/or Special Servicer, as applicable. In addition, the Series


 


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2005-1 Insurer shall be entitled to terminate the
rights and obligations of the Property Manager and/or the Special Servicer
under this Agreement, upon 30 Business Days’ written notice to the Property
Manager, the Special Servicer and the Indenture Trustee. Following any such
termination, the Back-up Manager shall serve as Property Manager and/or Special
Servicer, as applicable, subject to and in accordance with Section 6.02(b) and,
the Issuers may appoint a successor property manager (the “Successor Property Manager”) and/or
a successor special servicer (the “Successor Special Servicer”)
in accordance with Section 6.01(b)(iii), each of which shall serve
as and have all the rights and obligations of the Property Manager of the
Special Servicer, as applicable.


 


(ii)                                  Any
such appointment of a Successor Property Manager or Successor Special Servicer
will be subject to, among other things, (i) the satisfaction of the Rating
Condition, (ii) the Series 2005-1 Insurer’s prior written consent and
(iii) the written agreement of the Successor Property Manager or Successor
Special Servicer to be bound by the terms and conditions of this Agreement,
together with an Opinion of Counsel regarding the enforceability of such
agreement. Subject to the foregoing, any person, including any holder of Notes
or LLC Interests or any Affiliate thereof, may be appointed as Successor
Property Manager or Successor Special Servicer.


 


(iii)                               In
the event that a Successor Property Manager or Successor Special Servicer has
failed to assume the responsibilities of the Property Manager or Special
Servicer as provided in this Agreement within 30 days of written notice of
termination to the Defaulting Party (the “Successor Replacement Date”),
the Back-Up Manager shall be the Property Manager or the Special Servicer, as
applicable, under this Agreement; provided, however, that the
Issuers shall have the right to replace the Back-Up Manager acting as Property
Manager or Special Servicer without cause upon 30 days written notice, subject
to the Series 2005-1 Insurer’s written consent.


 


(iv)                              Each
of the Property Manager and the Special Servicer agrees that, if it is
terminated pursuant to this Section 6.01(b), it shall promptly (and
in any event not later than ten (10) Business Days prior to the effective
date of such termination) provide the Back-Up Manager or any Successor Property
Manager or Successor Special Servicer, as applicable, with all documents and
records in accordance with Section 6.02(b) and shall cooperate
with such successor in effecting the termination of the responsibilities and
rights of the Property Manager or Special Servicer hereunder, including the
transfer within two (2) Business Days after receipt by the terminated
Property Manager or Special Servicer to the Back-Up Manager or any Successor
Property Manager for administration by it of all cash amounts that shall at the
time be or should have been credited to the Collection Account, the Release
Account or any Servicing Account or thereafter be received by or on behalf of
it with respect to any Mortgage Loan, Lease or Mortgaged Property; provided,
however, that the Property Manager and the Special Servicer each shall,
if terminated pursuant to this Section 6.01(b), continue to be
obligated for or entitled to pay or receive all amounts accrued or owing by or
to it under this Agreement on or prior to the date of such termination, whether
in respect of Property Protection Advances or otherwise, and it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 5.03(a) notwithstanding any such
termination.


 


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Section 6.02.                                     Back-Up
Manager.


 


(a)                                  Following
the Successor Replacement Date with respect to the Property Manager, the
Property Manager shall arrange for the delivery to the Back-Up Manager of all
of the Servicing Files, which Servicing Files shall contain sufficient data to
permit the Back-Up Manager to assume the duties of the Property Manager or
Special Servicer hereunder without delay on account of the absence of relevant
servicing information. Following the Successor Replacement Date with respect to
the Special Servicer, the Property Manager or the Special Servicer, as applicable,
shall arrange for the delivery to the Back-Up Manager of each of the Servicing
Files for any Specially Serviced Asset, which Servicing Files shall contain
sufficient data to permit the Back-Up Manager to assume the duties of the
Special Servicer hereunder without delay on account of the absence of relevant
servicing information.


 


(b)                                 Following
the Successor Replacement Date, the Back-Up Manager shall use reasonable
efforts to diligently complete the physical transfer of servicing from the
terminated Property Manager or Special Servicer with the cooperation of such
Defaulting Party. From and after the date physical transfer of servicing is
completed (the “Back-Up Servicing Transfer
Date”), the Back-Up Manager shall service and/or specially
service the Mortgage Loans and Leases in accordance with the provisions of this
Agreement with all the rights and obligations of the Property Manager and the
Special Servicer and shall have no liability or responsibility with respect to
any obligations of each Defaulting Party, arising prior to the Transfer Date.
The Issuers, if they determine in their reasonable discretion that enforcement
rights and/or remedies are available to the holders of the Notes against the
terminated Property Manager or Special Servicer and it is prudent under the
circumstances to enforce such rights, agree to enforce their rights under this
Agreement against the terminated Property Manager or Special Servicer,
including any rights they have to enforce each Defaulting Party’s obligation to
fully cooperate in the orderly transfer and transition of servicing and
otherwise comply with the terms of this Agreement. In the event that the
Back-Up Manager discovers or becomes aware of any errors in any records or data
of each Defaulting Party’s which impairs its ability to perform its duties
hereunder, the Back-Up Manager shall notify the Issuers, each Insurer and the
Indenture Trustee in writing of such errors and shall, at each Defaulting Party’s
expense and upon the Issuers’ direction, undertake to correct or reconstruct
such records or data.


 


(c)                                  From
and after the date of this Agreement until the Back-Up Servicing Transfer Date,
the Property Manager shall provide or cause to be provided to the Back-Up
Manager on the 20th day of each month, in electronic form, a
complete data tape of the Mortgage Loan Schedule, the Mortgaged Property Schedule and
such other information as any Issuer or any Insurer may reasonably deem
necessary, including all information necessary to determine the Release Price
and original purchase price paid by, Originator, and shall make available to
the Back-Up Manager a copy of the Determination Date Report and any Special
Servicer Report. The Back-Up Manager will perform an initial comprehensive
data integrity review and a monthly review of this information to determine
whether it provides adequate information to enable the Back-Up Manager to perform its
obligations hereunder as the Back-Up Manager. To the extent that the Back-Up
Manager determines within ten (10) calendar days of its receipt of such
information that such information is adequate for the Back-Up Manager to perform its
obligations as the Back-Up Manager, the Back-Up Manager will provide the
Issuers


 


81

















 


and the Indenture Trustee with written notice to that
effect. To the extent that the Back-Up Manager determines within ten (10) calendar
days of its receipt of such information that such information is inadequate for
the Back-Up Manager to perform its obligations as the Back-Up Manager, the
Back-Up Manager will provide prompt written notice to the Issuers, each Insurer
and the Property Manager identifying any deficiencies in such information that
do not enable the Back-Up Manager to perform its obligations as the
Back-Up Manager. The Property Manager shall use its best efforts to provide any
such deficient information to the Back-Up Manager within ten (10) calendar
days of receipt of such notice from the Back-Up Manager.


 


(d)                                 Within
ten (10) Business Days of the date of receipt from the Property Manager,
the Back-Up Manager shall, in order to understand the purpose of each data
field (and the interrelationships among such data fields), review the form of
Determination Date Report, the Special Servicer Report and the Modified
Collateral Detail and Realized Loss Report, each in the form agreed to by
the Property Manager, the Series 2005-1 Insurer and the Back-Up Manager.
Provided the data in the Determination Date Report, the Special Servicer Report
and the Modified Collateral Detail and Realized Loss Report are in a format
readable by the Back-Up Manager, the Back-Up Manager shall create a set of
conversion routines and database mapping programs, as necessary, that will
enable the Back-Up Manager to (i) receive such data from the Property
Manager on a monthly basis and to ensure that the data is readable, and (ii) independently
generate such Determination Date Reports and Special Servicer Reports, as
applicable,  following the Back-Up
Servicing Transfer Date.


 


(e)                                  On
a monthly basis, the Back-Up Manager shall (x) verify receipt of the
Determination Date Report and the Special Servicer Report required to be
delivered by the Property Manager, together with any other records and data
supplied to the Issuers, Insurers, Indenture Trustee or otherwise hereunder, by
Property Manager with respect to the Mortgage Loans and Leases, and (y) verify
that such records and data are in a readable format.


 


(f)                                    The Back-Up Manager
may resign from its obligations under this Agreement (i) with the
consent of the Requisite Global Majority, (ii) upon a determination that
such obligations are no longer permitted under applicable law or (iii) if
the Back-Up Manager identifies a successor back-up manager who agrees to
undertake the obligations of the Back-Up Manager under this Agreement and
receives the written consent of the Series 2005-1 Insurer and written
confirmation of satisfaction of the Rating Condition.


 


Section 6.03.                                     Additional
Remedies of the Issuers and the Indenture Trustee upon a Servicer Replacement
Event.


 


During the continuance of any Servicer Replacement
Event, so long as such Servicer Replacement Event shall not have been remedied,
in addition to the rights specified in Section 6.01, the Issuers
shall have the right, and the Indenture Trustee shall have the right, in its
own name and as trustee of an express trust, to take all actions now or
hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Insurers, the holders of the LLC Interests and the Notes (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other


 


82

















 


remedy, and each and every remedy shall be cumulative
and in addition to any other remedy, and no delay or omission to exercise any
right or remedy shall impair any such right or remedy or shall be deemed to be
a waiver of any Servicer Replacement Event.


 


ARTICLE VII


 


TRANSFERS AND EXCHANGES OF
MORTGAGED PROPERTIES AND MORTGAGE LOANS BY THE APPLICABLE ISSUERS; RELEASE OF
MORTGAGED PROPERTIES AND MORTGAGE LOANS BY THE APPLICABLE ISSUERS.


 


Section 7.01.                                     Released
Mortgage Loans and Released Mortgaged Properties.


 


(a)                                  The
applicable Issuers may obtain the release (the “Release”)
of Mortgage Loans or Mortgaged Properties (any such Mortgage Loan or Mortgaged
Property, a “Released Mortgage Loan” or “Released Mortgaged Property” as
applicable) in connection with (i) the exercise of a Third Party Purchase
Option, (ii) the purchase or substitution of a Delinquent Asset or
Defaulted Asset by the Special Servicer or the Property Manager or any assignee
thereof, (iii) the repurchase or substitution of a Mortgage Loan or
Mortgaged Property by the related Originator or Support Provider due to a Collateral
Defect, (iv) the sale of a Mortgage Loan or Mortgaged Property to a third
party or to a Spirit SPE or (v) the exchange of a Mortgage Loan or
Mortgaged Property with a third party, the Support Provider or a Spirit SPE; provided,
however, that in no event shall the applicable Issuer obtain any such
release unless, after giving effect to any such Release and any resulting
changes to the Collateral Pool, the Indenture Trustee shall have received an
Opinion of Counsel to the effect that, for U.S. federal income tax purposes, no
tax gain or loss will be recognized by any Noteholder or any Issuer with
respect to any outstanding Series solely as a result of such Release and
the resulting changes in the Collateral Pool (the “Tax
Required Condition”). In addition, without the consent of the Series 2005-1
Insurer and at least 20 days’ prior written notice to the Rating Agencies, no
Mortgage Loan or Mortgaged Property shall constitute a Qualified Substitute
Mortgage Loan or Qualified Substitute Mortgaged Property, as applicable,
unless, after giving effect to the transfer of such Mortgage Loan or Mortgaged
Property to the applicable Issuer in exchange for a Released Mortgage Loan or
Released Mortgaged Property, as applicable, either (i) no Property
Concentration shall exceed the applicable Maximum Property Concentration, or (ii) if
any Property Concentration on the date of such substitution exceeds the related
Maximum Property Concentration, such Property Concentration shall be reduced or
remain unchanged after giving effect to such substitution.


 


(b)                                 Except
in connection with the release of a Mortgage Loan or a Mortgaged Property in
exchange for a Qualified Substitute Mortgage Loan or a Qualified Substitute
Mortgaged Property, the applicable Issuer will be required to obtain the
applicable Release Price in order to obtain the Release of a Mortgage Loan or
Mortgaged Property. The “Release Price”
for any Mortgage Loan or Mortgaged Property will be an amount equal to (i) the
Third Party Option Price if the release occurs in connection with any Third
Party Purchase Option, (ii) the Fair Market Value with respect to any
Delinquent Asset or Defaulted Asset purchased by the Special Servicer or the
Property Manager or any assignee thereof (provided, that the Fair


 


83

















 


Market Value is equal to or greater than the Allocated
Collateral Amount thereof), (iii) the Payoff Amount with respect to any
Mortgage Loan or Mortgaged Property repurchased by the related Originator or
the Support Provider due to a Collateral Defect, (iv) the greater of (A) the
Fair Market Value and (B) the sum of 125% of the Allocated Collateral
Amount plus unreimbursed Property Protection Advances (plus Advance Interest
thereon) and Emergency Property Expenses for any Mortgage Loan or Mortgaged
Property sold to a third party or a Spirit SPE or (v) the Fair Market
Value of any Mortgage Loan or Mortgaged Property, as applicable, if the
Property Manager or the Special Servicer deems the release and sale of such Mortgage
Loan or Mortgaged Property to be in the best interest of the Noteholders and
the Series 2005-1 Insurer gives its prior written consent (such consent
not to be unreasonably withheld) to the release and sale of such Mortgage Loan
or Mortgaged Property. In determining the Fair Market Value, the Property
Manager or the Special Servicer, as applicable, shall establish a price
determined to be the most probable price which such Mortgage Loan or Mortgaged
Property should bring in a competitive and open market under all conditions
requisite to a fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue stimulus. In
making any such determination, the Property Manager or Special Servicer may obtain
an MAI appraisal of the related Mortgaged Property and shall assume the
consummation of a sale as of a specified date and the passing of title from
seller to buyer under conditions whereby: (i) buyer and seller are
typically motivated; (ii) both parties are well informed or well advised,
and acting in what they consider their best interests; (iii) a reasonable
time is allowed for exposure in the open market; (iv) payment is made in
terms of cash in United States dollars or in terms of financial arrangements
comparable thereto; and (v) the price represents the normal consideration
for such Mortgage Loan or Mortgaged Property unaffected by special or creative
financing or sales concessions granted by anyone associated with the sale. The
Property Manager or Special Servicer shall take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan or
Lease, the occupancy level and physical condition of the related Mortgaged
Property, the state of the local economy in the area where the Mortgaged
Property is located, and the time and expense associated with a purchaser
foreclosing on the related Mortgaged Property. In addition, the Property
Manager or the Special Servicer, as applicable, shall refer to all other
relevant information obtained by it or otherwise contained in the Servicing
File, taking into account any change in circumstances regarding the related
Mortgaged Property known to the Property Manager or the Special Servicer, as
applicable, that would materially affect the value of the related Mortgaged
Property reflected in the most recent appraisal. Furthermore, the Property
Manager or the Special Servicer, as applicable, may consider objective
third party information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Property Manager or
the Special Servicer, as applicable, concerning the market for distressed real
estate loans and the real estate market for the subject property type in the
area where the related Mortgaged Property is located. The Property Manager or
the Special Servicer, as applicable, may also conclusively rely on any
opinions or reports of qualified independent experts in real estate or
commercial mortgage loan matters. All reasonable out-of-pocket costs and
expenses incurred by the Property Manager or the Special Servicer, as
applicable, pursuant to making a determination of Fair Market Value shall
constitute, and be reimbursable as, Property Protection Advances.


 


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(c)                                  Any
Release Price (plus sales proceeds in excess thereof (any such excess amount, a
“Purchase Premium”)) received by the
applicable Issuer in connection with the release of a Mortgage Loan or
Mortgaged Property shall first be deposited into the Release Account and, after
payment of any unreimbursed Extraordinary Expenses, Property Protection
Advances (plus Advance Interest thereon) and Emergency Protection Expenses
related to such Mortgage Loan or Mortgaged Property and the expenses related to
such Release pursuant to Section 3.11(e), shall either (i) be
applied by such Issuer to acquire a Qualified Substitute Mortgage Loan or
Qualified Substitute Mortgaged Property, as applicable, within twelve months
following the related Release or (ii) subsequently be deposited as
Unscheduled Proceeds into the Collection Account to be paid as Unscheduled
Principal Payments on the related Payment Date. Any amounts remaining in the
Release Account, related to such a Release and following such twelve month
period will be transferred as Unscheduled Proceeds into the Collection Account
and applied as Unscheduled Principal Payments on the following Payment Date.
Notwithstanding the foregoing, during the continuance of an Early Amortization Event,
all amounts on deposit in the Release Account will be transferred as
Unscheduled Proceeds into the Collection Account and applied as Unscheduled
Principal Payments on the following Payment Date.


 


Section 7.02.                                     Third
Party Purchase Options; Release of Mortgaged Properties to Affiliates under
Defaulted or Delinquent Assets; Other Sales or Exchanges.


 


(a)                                  In
the event any third party authorized to do so exercises a Third Party Purchase
Option in accordance with the terms of the applicable Lease, the Third Party
Option Price paid by such third party shall be deposited into the Release
Account, at the direction of the Property Manager, and upon receipt of an
Officer’s Certificate from the Property Manager to the effect that such deposit
has been made (which the Property Manager shall deliver to the Indenture
Trustee, each Insurer and the Issuers promptly after such deposit is made), the
Indenture Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it by the
Property Manager and are reasonably necessary to release the related Mortgage
or any other lien on or security interest in such Mortgaged Property (each, a “Third Party Option Mortgaged Property”);
provided, however, that the Tax Required Condition is met. Each
of the applicable Issuers and the Property Manager hereby covenant and agree
that they shall not solicit any Person to exercise any Third Party Purchase
Option.


 


(b)                                 A
Mortgaged Property leased under any Delinquent Asset or any Defaulted Asset, or
a Mortgage Loan secured by such a Mortgaged Property, may at the option of
the Property Manager or Special Servicer be (a) purchased by the Special
Servicer or the Property Manager or any assignee thereof for cash in an amount equal
to the applicable Release Price, or (b) substituted for one or more
Qualified Substitute Mortgaged Properties or Qualified Substitute Mortgage
Loans owned by the Special Servicer, the Property Manager or any assignee
thereof; provided, that no Early Amortization Event has occurred and is
continuing or would occur as a result of such purchase or substitution; provided,
further, that the Tax Required Condition is met. With respect to any
Lease that is a Defaulted Asset, if such Lease has not been assumed and the
related Mortgaged Property has not been sold or re-leased within 24 months of
such Defaulted Asset becoming a Specially Serviced Asset, the Series 2005-1


 


85

















 


Insurer may, upon written notice and subject to the
Tax Required Condition, require the Property Manager or Special Servicer to
sell such Mortgaged Property.


 


(c)                                  The
applicable Issuer may (i) sell any of its Mortgage Loans or Mortgaged
Properties and related Leases for cash equal to any amount not less than the
applicable Release Price or (ii) exchange such Mortgage Loan or Mortgaged
Property for one or more Qualified Substitute Mortgage Loans or Qualified
Substitute Mortgaged Properties, as applicable, in each case in a transaction
with a third party or a Spirit SPE; provided, however, that the
Tax Required Condition is met (as evidenced by an Opinion of Counsel) and that
any Spirit SPE purchasing such Mortgage Loan or Mortgaged Property may not
thereafter transfer or sell such Mortgage Loan or Mortgaged Property to the
Support Provider or any Affiliate thereof that was a prior owner of such
Mortgage Loan or Mortgaged Property without the receipt of a favorable Opinion
of Counsel.


 


Section 7.03.                                     Transfer
of Lease to New Mortgaged Property. 


 


In the event a Tenant under a Lease requests that such
Lease be modified to apply to a property (owned by such Tenant or an Affiliate
thereof) other than the related Mortgaged Property, the substitute property
will be acquired by the applicable Issuer (with the consent of the Property
Manager or Special Servicer, as applicable) from such Tenant or Affiliate
thereof in exchange for the original Mortgaged Property (each such original
Mortgaged Property, a “Lease Transfer Mortgaged
Property”) and such substitute property will be mortgaged to the
Indenture Trustee; provided, however, that none of the applicable
Issuer, the Property Manager or the Special Servicer shall consent to the
substitution of a Lease Transfer Mortgaged Property unless (i) the
substituted property is a Qualified Substitute Mortgaged Property, (ii) the
Property Manager or Back-up Manager is reimbursed for all Property Protection
Advances and Emergency Property Expenses related to the Lease Transfer
Mortgaged Property pursuant to Section 3.11(e) and (iii) the
Tax Required Condition is met. Upon the Indenture Trustee’s receipt of an
Officer’s Certificate from the Property Manager to the effect that such
modification or substitution has been completed in accordance with the terms
hereof (which shall include a certification that the applicable Issuer has
executed and delivered a Mortgage with respect thereto to the Indenture
Trustee), the Indenture Trustee shall execute and deliver such instruments of
release, transfer or assignment, in each case without recourse, as shall be
provided to it by such Issuer and are reasonably necessary to release any lien
or security interest in the Lease Transfer Mortgaged Property, whereupon such
Lease Transfer Mortgaged Property may be sold, transferred or otherwise disposed
of by such Issuer, free and clear of the lien of the Indenture and any
Mortgage. Any proceeds of such sale, transfer or other disposition shall not
constitute part of the Collateral and shall not be deposited in the
Collection Account or the Release Account.


 


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ARTICLE VIII


 


TERMINATION


 


Section 8.01.                                     Termination
Upon Repurchase or Liquidation of All Mortgaged Properties or Discharge of
Indenture.


 


The respective obligations and responsibilities under
this Agreement of the Property Manager, the Special Servicer, the Back-Up
Manager and the Issuers shall terminate upon the earlier of (i) liquidation
or final payment under the last remaining Mortgage Loan or Lease with respect
to a Mortgaged Property included in the Collateral Pool and (ii) satisfaction
of the indebtedness evidenced by the Notes and all amounts owed to the
Insurers.


 


ARTICLE IX


 


MISCELLANEOUS PROVISIONS


 


Section 9.01.                                     Amendment.


 


Subject to the provisions of Article VIII of the
Indenture governing amendments, supplements and other modifications to this
Agreement, this Agreement may be amended by the parties hereto from time
to time but only by the mutual written agreement signed by the parties hereto
with the prior written consent of the Series 2005-1 Insurer and 20 days’
prior written notice to the Rating Agencies. The Property Manager shall furnish
to each party hereto and to the Issuers a fully executed counterpart of
each amendment to this Agreement.


 


The parties hereto agree that no modifications or
amendments will be made to the Indenture, any Series Supplement or other
Transaction Documents without the consent of the Property Manager, the Special
Servicer or the Back-up Manager, as applicable, if such person would be
materially adversely affected by such modification or amendment, regardless of
whether such person is a party to such agreement.


 


Section 9.02.                                     Counterparts.


 


This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed to be an original,
and all such counterparts shall constitute but one and the same instrument.


 


Section 9.03.                                     GOVERNING
LAW.


 


THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SUCH STATE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


87

















 


Section 9.04.                                     Notices.


 


All notices, requests and other communications
hereunder shall be in writing and, unless otherwise 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:


 


(a)                                  in
the case of the Property Manager and the Special Servicer, Spirit Finance
Corporation, 14631 N. Scottsdale Road, Suite 200, Scottsdale, Arizona
85254, Attention: Catherine Long, Chief Financial Officer, facsimile number:
480-606-0826, with a copy to Kutak Rock LLP,
1801 California Street, Suite 3100, Denver, Colorado 80202, Attention:
Paul E. Belitz, facsimile number: 303-292-7799;


 


(b)                                 in
the case of the Back-Up Manager, Midland Loan Services, Inc., P.O. Box
25965, Shawnee Mission, Kansas 66225-5965, Attention: President, facsimile
number: 913-253-9001, with a copy to
Stinson Morrison Hecker LLP, 1201 Walnut, Kansas City, Missouri 64106,
Attention: Kenda K. Tomes, facsimile number: 816-474-4208;


 


(c)                                  in
the case of the Issuers: Spirit Master Funding, LLC, 14631 N. Scottsdale Road, Suite 200,
Scottsdale, Arizona 85254, Attention: Catherine Long, Chief Financial Officer,
facsimile number: 480-606-0826, with a copy to
Kutak Rock LLP, 1801 California Street, Suite 3100, Denver, Colorado
80202, Attention: Paul E. Belitz, facsimile number: 303-292-7799; or to the
name and contact information of each Joining Party as provided in the
applicable Joinder Agreement;


 


(d)                                 in
the case of the Indenture Trustee, Citibank, N.A., 388 Greenwich Street, 14th
Floor, New York, New York 10013, Attention: Structured Finance Agency and
Trust- Spirit Master Funding, LLC, facsimile number: 212-816-5527;


 


(e)                                  in
the case of each Insurer, at its address for notices specified in the
Indenture;


 


(f)                                    in
the case of any Originator, at its address for notices specified in the related
Purchase and Sale Agreement; provided, however, that any notice
required to be given hereunder to any Originator which has ceased to exist as a
legal entity for any reason may be given directly to the Support Provider;


 


(g)                                 in
the case of the Support Provider, at its address for notices specified in the
Performance Undertakings;


 


(h)                                 in
the case of Moody’s, Moody’s Investors Service, Inc., 99 Church Street,
New York, New York 10007, Attention: Asset-Backed Monitoring, facsimile number:
212-553-1350; and


 


(i)                                     in
the case of S&P, Standard & Poor’s Rating Services, a division of
The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor,
New York, New York 10004, Attention: Asset-Backed Surveillance Department,
facsimile number: 212-438-2435;


 


88

















 


or, as to each such Person, to such other
address and facsimile number as shall be designated by such Person in a written
notice to parties hereto. Any notice required or permitted to be delivered to a
holder of LLC Interests or Notes shall be deemed to have been duly given if
mailed by first class mail, postage prepaid, at the address of such holder
as shown in the register maintained for such purposes under the applicable LLC
Agreement and the Indenture, respectively. Any notice so mailed within the time
prescribed in this Agreement shall conclusively be presumed to have been duly
given, whether or not such holder receives such notice.


 


Section 9.05.                                     Severability
of Provisions.


 


If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement.


 


Section 9.06.                                     Effect
of Headings and Table of Contents.


 


The article and section headings and the
table of contents herein are for convenience of reference only and shall not
limit or otherwise affect the construction hereof.


 


Section 9.07.                                     Notices
to Insurers and Rating Agencies.


 


(a)                        The
Indenture Trustee shall promptly provide notice to the Insurers and the Rating
Agencies with respect to each of the following of which the Indenture Trustee
has actual knowledge:


 


(i)                                     the
occurrence of any Servicer Replacement Event that has not been cured; and


 


(ii)                                  the
resignation or termination of the Property Manager or the Special Servicer and
the appointment of a successor.


 


(b)                       The
Property Manager shall promptly provide notice to the Insurers and the Rating
Agencies with respect to each of the following of which it has actual
knowledge:


 


(i)                                     the
resignation or removal of the Indenture Trustee and the appointment of a
successor;


 


(ii)                                  any
change in the location of the Collection Account or the Release Account;


 


(iii)                               any change in the
identity of an Obligor; and


 


(iv)                              any
addition or removal of a Mortgage Loan or Mortgaged Property from the
Collateral.


 


89

















 


(c)                                  Each
of the Property Manager and the Special Servicer, as the case may be,
shall furnish each Rating Agency and the Insurers such information with respect
to the Mortgage Loans, Leases and Mortgaged Properties as such Rating Agency or
the Insurers shall reasonably request and that the Property Manager or the
Special Servicer, as the case may be, can reasonably provide.


 


(d)                                 Each
of the Property Manager and the Special Servicer, as the case may be,
shall promptly furnish the Insurers with copies of the following items:


 


(i)                                     each
of its annual statements as to compliance described in Section 3.13;


 


(ii)                                  each
of its annual independent registered public accounting firm’s servicing reports
described in Section 3.14; and


 


(iii)                               each report prepared by
it pursuant to Section 3.12 or Section 4.01.


 


(e)                                  Any
Officer’s Certificate, Opinion of Counsel, report, notice, request or other
material communication prepared by the Property Manager, the Special Servicer,
the Issuer Members on behalf of each Issuer or the Indenture Trustee, or caused
to be so prepared, for dissemination to any of the parties to this Agreement or
any holder of Notes or LLC Interests shall also be concurrently forwarded by
such Person to Spirit Finance, the Issuers, the Initial Purchasers and the
Insurers to the extent not otherwise required to be so forwarded.


 


Section 9.08.                                     Successors
and Assigns: Beneficiaries.


 


The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the
parties hereto, and all such provisions shall inure to the benefit of the
Issuers, the Insurers and the holders of the Notes. No other person, including
any Obligor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement. Each Insurer is an intended third party beneficiary
of this Agreement and will have the right to enforce this Agreement as if it
were a party hereto.


 


Section 9.09.                                     Complete
Agreement.


 


This Agreement embodies the complete agreement among
the parties with respect to the subject matter hereof and may not be
varied or terminated except by a written agreement conforming to the provisions
of Section 8.01 or Section 9.01, as applicable. All
prior negotiations or representations of the parties are merged into this
Agreement and shall have no force or effect unless expressly stated herein.


 


Section 9.10.                                     Certain
Rights of Insurers; Insurer Default. 


 


(a)                                  If
an Insurer Default has occurred and is continuing, any provision giving the
related Insurer the right to direct, appoint or consent to, approve of, or take
any action (or waive any right to take action) under this Agreement, shall be
inoperative; provided, however, that upon the cure of any such
Insurer Default, such rights shall be reinstated.


 


90

















 


(b)                                 So
long as no Insurer Default shall have occurred and be continuing, the related
Insurer shall have the right to exercise all voting and consent rights
otherwise granted to the Noteholders in this Agreement and any other
Transaction Document, subject to Section 8.02 of the Indenture.


 


Section 9.11.                                     Consent
to Jurisdiction


 


Any action or proceeding against any of the parties
hereto relating in any way to this Agreement may be brought and enforced
in the courts of the State of New York sitting in the borough of Manhattan or
of the United States District Court for the Southern District of New York and
each of the parties hereto irrevocably submits to the jurisdiction of each such
court in respect of any such action or proceeding. Each of the parties hereto
hereby waives, to the fullest extent permitted by law, any right to remove any
such action or proceeding by reason of improper venue or inconvenient forum.


 


Section 9.12.                                     No
Proceedings.


 


Each of the Property Manager and the Special Servicer
hereby agrees that it shall not institute against, or join any other person or
entity in instituting against, any of the Issuers, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceedings under any federal or state bankruptcy or similar law (including the
U.S. Bankruptcy Code), for two years and 31 days after the last Note issued by
the Issuers is paid in full. The agreements in this paragraph shall survive
termination of this Agreement.


 


91

















 


IN WITNESS WHEREOF, Spirit Master Funding, LLC, the
Property Manager, the Special Servicer and the Back-Up Manager have caused this
Agreement to be duly executed by their respective officers or representatives
all as of the day and year first above written.


 


 


	
   

  	
  SPIRIT MASTER FUNDING, LLC, as an 

  
	
   

  	
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Catherine Long

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Catherine Long

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SPIRIT FINANCE CORPORATION,

  
	
   

  	
  as Property Manager and Special Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael T. Bennett

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael T. Bennett

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  MIDLAND LOAN SERVICES, INC.

  as Back-Up Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lawrence D. Ashley

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lawrence D. Ashley

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  



 


Signature Page to Property Management
and Servicing Agreement


 

















 


	
  STATE OF ARIZONA

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF MARICOPA

  	
  )

  



 


On the 17th day of March, 2006, before me, a notary
public in and for said State, personally appeared Catherine Long, known to me
to be the CFO of SPIRIT MASTER FUNDING, LLC, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.


 


 


	
   

  	
  /s/ Vaughn Dee. L. Konegni

  
	
   

  	
  Notary Public

  



[Notarial Seal]


 

















 


	
  STATE OF ARIZONA

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF MARICOPA

  	
  )

  



 


On the 17th day of March, 2006, before me, a notary
public in and for said State, personally appeared Michael T. Bennett,
known to me to be the Senior Vice President of SPIRIT FINANCE CORPORATION, and
also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.


 


 


	
   

  	
  /s/ Vaughn Dee. L. Konegni

  
	
   

  	
  Notary Public

  



[Notarial Seal]


 

















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


On the 17th day of March, 2006, before me, a notary
public in and for said State, personally appeared Lawrence D. Ashley,
known to me to be a Senior Vice President of MIDLAND LOAN SERVICES, INC.,
one of the entities that executed the within instrument, and also known to me
to be the person who executed it on behalf of such entity, and acknowledged to
me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.


 


 


	
   

  	
  /s/ Brent Kinder

  
	
   

  	
  Notary Public

  



[Notarial Seal]


 

















 


EXHIBIT A-1


 


MORTGAGED
PROPERTY SCHEDULE


 


Leases


 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000891

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  950 State Road 206 West

  	
   

  	
  Saint Augustine

  	
   

  	
  FL

  	
   

  	
  32086

  	
   

  	
  Lease

  	
   

  
	
  P0000892

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  10226 Old Federal Highway

  	
   

  	
  Carnesville

  	
   

  	
  GA

  	
   

  	
  30521

  	
   

  	
  Lease

  	
   

  
	
  P0000893

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  5300 S SR 3

  	
   

  	
  Spiceland

  	
   

  	
  IN

  	
   

  	
  47385

  	
   

  	
  Lease

  	
   

  
	
  P0000894

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  15236 State Route 180

  	
   

  	
  Catlettsburg

  	
   

  	
  KY

  	
   

  	
  41129-9211

  	
   

  	
  Lease

  	
   

  
	
  P0000895

  	
   

  	
  America’s Power Sports

  	
   

  	
  KC’s Powersports

  	
   

  	
  12401 S. Memorial Parkway

  	
   

  	
  Huntsville

  	
   

  	
  AL

  	
   

  	
  35803

  	
   

  	
  Lease

  	
   

  
	
  P0000896

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  3075 Gulf Breeze Parkway

  	
   

  	
  Gulf Breeze

  	
   

  	
  FL

  	
   

  	
  32561

  	
   

  	
  Lease

  	
   

  
	
  P0000897

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  431 Mary Esther Blvd

  	
   

  	
  Mary Esther

  	
   

  	
  FL

  	
   

  	
  32569

  	
   

  	
  Lease

  	
   

  
	
  P0000898

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1117 Hwy 231 Bypass

  	
   

  	
  Troy

  	
   

  	
  AL

  	
   

  	
  36081

  	
   

  	
  Lease

  	
   

  
	
  P0000899

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1701 South Texas Avenue

  	
   

  	
  Bryan

  	
   

  	
  TX

  	
   

  	
  77801

  	
   

  	
  Lease

  	
   

  
	
  P0000900

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  625 18th Avenue North

  	
   

  	
  Columbus

  	
   

  	
  MS

  	
   

  	
  39701

  	
   

  	
  Lease

  	
   

  
	
  P0000901

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  2167 E. Silver Springs Blvd

  	
   

  	
  Ocala

  	
   

  	
  FL

  	
   

  	
  34470

  	
   

  	
  Lease

  	
   

  
	
  P0000902

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  3814 University Boulevard West

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32217

  	
   

  	
  Lease

  	
   

  
	
  P0000903

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  2611 US 27 North

  	
   

  	
  Sebring

  	
   

  	
  FL

  	
   

  	
  33872

  	
   

  	
  Lease

  	
   

  
	
  P0000904

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  100 Live Oaks Boulevard

  	
   

  	
  Casselberry

  	
   

  	
  FL

  	
   

  	
  32707

  	
   

  	
  Lease

  	
   

  
	
  P0000905

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  726 10th Avenue South

  	
   

  	
  Great Falls

  	
   

  	
  MT

  	
   

  	
  59401

  	
   

  	
  Lease

  	
   

  
	
  P0000906

  	
   

  	
  AMC Entertainment, Inc.

  	
   

  	
  AMC Theatre

  	
   

  	
  2515 E. Camelback Road

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85016

  	
   

  	
  Lease

  	
   

  
	
  P0000907

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  5795 State Bridge Road

  	
   

  	
  Alpharetta

  	
   

  	
  GA

  	
   

  	
  30022

  	
   

  	
  Lease

  	
   

  
	
  P0000908

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  3431 Ernest W. Barrett Pkwy

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30064

  	
   

  	
  Lease

  	
   

  
	
  P0000909

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  3985 Holly Springs Pkwy

  	
   

  	
  Canton

  	
   

  	
  GA

  	
   

  	
  30115

  	
   

  	
  Lease

  	
   

  
	
  P0000910

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  4020 Roswell Road

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  30342

  	
   

  	
  Lease

  	
   

  
	
  P0000911

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  2955 Holcomb Bridge Road

  	
   

  	
  Alpharetta

  	
   

  	
  GA

  	
   

  	
  30022

  	
   

  	
  Lease

  	
   

  
	
  P0000912

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Plant Nursery

  	
   

  	
  2900 Johnson Ferry Road

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30062

  	
   

  	
  Lease

  	
   

  
	
  P0000913

  	
   

  	
  Grand Canyon University

  	
   

  	
  Grand Canyon University

  	
   

  	
  3300 West Camelback Rd.

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85017

  	
   

  	
  Lease

  	
   

  
	
  P0000300

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  925 N Green River Rd

  	
   

  	
  Evansville

  	
   

  	
  IN

  	
   

  	
  47715-2418

  	
   

  	
  Lease

  	
   

  
	
  P0000301

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  4127 Frederica St

  	
   

  	
  Owensboro

  	
   

  	
  KY

  	
   

  	
  42301-7455

  	
   

  	
  Lease

  	
   

  
	
  P0000302

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  606 N 1st St

  	
   

  	
  Madill

  	
   

  	
  OK

  	
   

  	
  73446-1410

  	
   

  	
  Lease

  	
   

  
	
  P0000303

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1000 W Maple Ave

  	
   

  	
  Geneva

  	
   

  	
  AL

  	
   

  	
  36340-1638

  	
   

  	
  Lease

  	
   

  
	
  P0000304

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  715 Columbia Rd

  	
   

  	
  Blakely

  	
   

  	
  GA

  	
   

  	
  31723-1423

  	
   

  	
  Lease

  	
   

  
	
  P0000305

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1119 Paris Rd

  	
   

  	
  Mayfield

  	
   

  	
  KY

  	
   

  	
  42066-4988

  	
   

  	
  Lease

  	
   

  
	
  P0000306

  	
   

  	
  Skyline Chili, Inc.

  	
   

  	
  Skyline Chili

  	
   

  	
  2805 Centre Dr

  	
   

  	
  Fairborn

  	
   

  	
  OH

  	
   

  	
  45324-2670

  	
   

  	
  Lease

  	
   

  
	
  P0000309

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  349 Tryon Rd

  	
   

  	
  Raleigh

  	
   

  	
  NC

  	
   

  	
  27603-3529

  	
   

  	
  Lease

  	
   

  
	
  P0000310

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  979 US Highway 70 E

  	
   

  	
  New Bern

  	
   

  	
  NC

  	
   

  	
  28560-6535

  	
   

  	
  Lease

  	
   

  
	
  P0000311

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  1294 Canton Rd

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44312-3951

  	
   

  	
  Lease

  	
   

  
	
  P0000312

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  14834 State Route 49

  	
   

  	
  Edon

  	
   

  	
  OH

  	
   

  	
  43518-9714

  	
   

  	
  Lease

  	
   

  
	
  P0000313

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  201 Bridewell Dr

  	
   

  	
  Burr Ridge

  	
   

  	
  IL

  	
   

  	
  60521-0834

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000314

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  2240 N Canton Center Rd

  	
   

  	
  Canton

  	
   

  	
  MI

  	
   

  	
  48187-2906

  	
   

  	
  Lease

  	
   

  
	
  P0000315

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  936 Sheraton Dr

  	
   

  	
  Mars

  	
   

  	
  PA

  	
   

  	
  16046-9414

  	
   

  	
  Lease

  	
   

  
	
  P0000316

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  8901 Kingsridge Dr

  	
   

  	
  Dayton

  	
   

  	
  OH

  	
   

  	
  45458-1621

  	
   

  	
  Lease

  	
   

  
	
  P0000317

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  6420 Grand Ave

  	
   

  	
  Gurnee

  	
   

  	
  IL

  	
   

  	
  60031-1620

  	
   

  	
  Lease

  	
   

  
	
  P0000318

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  130 Andrews Dr

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  	
   

  	
  15275-1200

  	
   

  	
  Lease

  	
   

  
	
  P0000319

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  1727 Finley Blvd

  	
   

  	
  Birmingham

  	
   

  	
  AL

  	
   

  	
  35204-1736

  	
   

  	
  Lease

  	
   

  
	
  P0000323

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Casa Mexico

  	
   

  	
  1459 S Vinnell Way

  	
   

  	
  Boise

  	
   

  	
  ID

  	
   

  	
  83709-1659

  	
   

  	
  Lease

  	
   

  
	
  P0000324

  	
   

  	
  Banyan, Inc.

  	
   

  	
  Grandy’s

  	
   

  	
  1400 Juan Tabo Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87112-4406

  	
   

  	
  Lease

  	
   

  
	
  P0000326

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  11413 Reulet Ave

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70816-8525

  	
   

  	
  Lease

  	
   

  
	
  P0000327

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  488 E Main St

  	
   

  	
  Apopka

  	
   

  	
  FL

  	
   

  	
  32703-5374

  	
   

  	
  Lease

  	
   

  
	
  P0000328

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  2400 13th St

  	
   

  	
  Saint Cloud

  	
   

  	
  FL

  	
   

  	
  34769-4136

  	
   

  	
  Lease

  	
   

  
	
  P0000329

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  11834 E Colonial Dr

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32826-4701

  	
   

  	
  Lease

  	
   

  
	
  P0000330

  	
   

  	
  R & L Foods, LLC

  	
   

  	
  Wendy’s

  	
   

  	
  2983 Cottingham Expy

  	
   

  	
  Pineville

  	
   

  	
  LA

  	
   

  	
  71360-4389

  	
   

  	
  Lease

  	
   

  
	
  P0000331

  	
   

  	
  Pennant Foods

  	
   

  	
  Wendy’s

  	
   

  	
  1219 Oak Ridge Tpke

  	
   

  	
  Oak Ridge

  	
   

  	
  TN

  	
   

  	
  37830-6404

  	
   

  	
  Lease

  	
   

  
	
  P0000332

  	
   

  	
  Pennant Foods

  	
   

  	
  Wendy’s

  	
   

  	
  2544 Decatur Pike

  	
   

  	
  Athens

  	
   

  	
  TN

  	
   

  	
  37303-4929

  	
   

  	
  Lease

  	
   

  
	
  P0000336

  	
   

  	
  Thomas & Thomas Investments

  	
   

  	
  Whataburger

  	
   

  	
  Loop 323 N of Highway 31

  	
   

  	
  Tyler

  	
   

  	
  TX

  	
   

  	
  0

  	
   

  	
  Lease

  	
   

  
	
  P0000338

  	
   

  	
  Tacala, L.L.C.

  	
   

  	
  Taco Bell

  	
   

  	
  2303 Dayton Blvd

  	
   

  	
  Red Bank

  	
   

  	
  TN

  	
   

  	
  37415-6224

  	
   

  	
  Lease

  	
   

  
	
  P0000349

  	
   

  	
  Skyline Chili, Inc.

  	
   

  	
  Skyline Chili

  	
   

  	
  9135 Owenfield Dr

  	
   

  	
  Lewis Center

  	
   

  	
  OH

  	
   

  	
  43035-9149

  	
   

  	
  Lease

  	
   

  
	
  P0000350

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  361 Palisades Blvd

  	
   

  	
  Birmingham

  	
   

  	
  AL

  	
   

  	
  35209-5149

  	
   

  	
  Lease

  	
   

  
	
  P0000351

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2265 Oneal Ln

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70816-3319

  	
   

  	
  Lease

  	
   

  
	
  P0000354

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  10050 State St

  	
   

  	
  Sandy

  	
   

  	
  UT

  	
   

  	
  84070

  	
   

  	
  Lease

  	
   

  
	
  P0000355

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  1915 Scenic Hwy N

  	
   

  	
  Snellville

  	
   

  	
  GA

  	
   

  	
  30078

  	
   

  	
  Lease

  	
   

  
	
  P0000356

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  5271 E Main St

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43213

  	
   

  	
  Lease

  	
   

  
	
  P0000357

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  6607 N IH 35

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  78752

  	
   

  	
  Lease

  	
   

  
	
  P0000358

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3586 W Dublin Granville Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43235

  	
   

  	
  Lease

  	
   

  
	
  P0000359

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  14035 E Evans Ave

  	
   

  	
  Aurora

  	
   

  	
  CO

  	
   

  	
  80014

  	
   

  	
  Lease

  	
   

  
	
  P0000360

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3929 Southwest Fwy

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77027

  	
   

  	
  Lease

  	
   

  
	
  P0000361

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  11825 Technology Dr

  	
   

  	
  Eden Prairie

  	
   

  	
  MN

  	
   

  	
  55344

  	
   

  	
  Lease

  	
   

  
	
  P0000362

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  6455 E Southern Ave

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  85206

  	
   

  	
  Lease

  	
   

  
	
  P0000363

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  14500 Weaver Lake Rd

  	
   

  	
  Maple Grove

  	
   

  	
  MN

  	
   

  	
  55311

  	
   

  	
  Lease

  	
   

  
	
  P0000364

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  121 E Campus View Blvd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43235

  	
   

  	
  Lease

  	
   

  
	
  P0000365

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  7250 Highway 6 N

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77095

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000366

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3560 Fishinger Blvd

  	
   

  	
  Hilliard

  	
   

  	
  OH

  	
   

  	
  43026

  	
   

  	
  Lease

  	
   

  
	
  P0000367

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  13010 Northwest Fwy

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77040

  	
   

  	
  Lease

  	
   

  
	
  P0000368

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  101 Regal Way

  	
   

  	
  Newport News

  	
   

  	
  VA

  	
   

  	
  23602

  	
   

  	
  Lease

  	
   

  
	
  P0000369

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  7800 W Bell Rd

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  85308

  	
   

  	
  Lease

  	
   

  
	
  P0000370

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  9996 Escort Dr

  	
   

  	
  Mason

  	
   

  	
  OH

  	
   

  	
  45040

  	
   

  	
  Lease

  	
   

  
	
  P0000371

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  8955 Springbrook Dr NW

  	
   

  	
  Coon Rapids

  	
   

  	
  MN

  	
   

  	
  55433

  	
   

  	
  Lease

  	
   

  
	
  P0000372

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  1105 Merchants Way

  	
   

  	
  Chesapeake

  	
   

  	
  VA

  	
   

  	
  23320

  	
   

  	
  Lease

  	
   

  
	
  P0000373

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  11992 Chase Plz

  	
   

  	
  Cincinnati

  	
   

  	
  OH

  	
   

  	
  45240

  	
   

  	
  Lease

  	
   

  
	
  P0000374

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  10500 Town and Country Way

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77024

  	
   

  	
  Lease

  	
   

  
	
  P0000375

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  4360 Kingwood Dr

  	
   

  	
  Kingwood

  	
   

  	
  TX

  	
   

  	
  77339

  	
   

  	
  Lease

  	
   

  
	
  P0000378

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  8194 Plank Road

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70811

  	
   

  	
  Lease

  	
   

  
	
  P0000379

  	
   

  	
  Pennant Foods

  	
   

  	
  Wendy’s

  	
   

  	
  8749 Campo Road

  	
   

  	
  La Mesa

  	
   

  	
  CA

  	
   

  	
  91941

  	
   

  	
  Lease

  	
   

  
	
  P0000380

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  3411 N Pace Blvd

  	
   

  	
  Pensacola

  	
   

  	
  FL

  	
   

  	
  32505-5127

  	
   

  	
  Lease

  	
   

  
	
  P0000381

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1551 W Main St

  	
   

  	
  Salem

  	
   

  	
  IL

  	
   

  	
  62881-3805

  	
   

  	
  Lease

  	
   

  
	
  P0000914

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  4900 NE 80th Street

  	
   

  	
  Kansas City

  	
   

  	
  MO

  	
   

  	
  64119

  	
   

  	
  Lease

  	
   

  
	
  P0000915

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  1451 NE Douglas Street

  	
   

  	
  Lees Summit

  	
   

  	
  MO

  	
   

  	
  64086

  	
   

  	
  Lease

  	
   

  
	
  P0000916

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  1705 North Main Street

  	
   

  	
  Roswell

  	
   

  	
  NM

  	
   

  	
  88201

  	
   

  	
  Lease

  	
   

  
	
  P0000917

  	
   

  	
  Kansas Corral

  	
   

  	
  Golden Corral

  	
   

  	
  616 So. Ridge Road Circle

  	
   

  	
  Wichita

  	
   

  	
  KS

  	
   

  	
  67209

  	
   

  	
  Lease with additional equipment note

  	
   

  
	
  P0000918

  	
   

  	
  Kansas Corral

  	
   

  	
  Golden Corral

  	
   

  	
  2830 W. 18th Avenue

  	
   

  	
  Emporia

  	
   

  	
  KS

  	
   

  	
  66801

  	
   

  	
  Lease with additional equipment note

  	
   

  
	
  P0000919

  	
   

  	
  Ferrellgas, L.P

  	
   

  	
  Blue Rhino

  	
   

  	
  300 County Road 448

  	
   

  	
  Tavares

  	
   

  	
  FL

  	
   

  	
  32778

  	
   

  	
  Lease

  	
   

  
	
  P0000390

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  14200 60th St N

  	
   

  	
  Stillwater

  	
   

  	
  MN

  	
   

  	
  55082-6309

  	
   

  	
  Lease

  	
   

  
	
  P0000391

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  7825 Vinewood Ln

  	
   

  	
  Maple Grove

  	
   

  	
  MN

  	
   

  	
  55369-7013

  	
   

  	
  Lease

  	
   

  
	
  P0000392

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  7593 147th St W

  	
   

  	
  Apple Valley

  	
   

  	
  MN

  	
   

  	
  55124-6998

  	
   

  	
  Lease

  	
   

  
	
  P0000393

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  90 N Genesee St

  	
   

  	
  Utica

  	
   

  	
  NY

  	
   

  	
  13502-2527

  	
   

  	
  Lease

  	
   

  
	
  P0000394

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  600 Mountain View Dr

  	
   

  	
  Colchester

  	
   

  	
  VT

  	
   

  	
  05446-1901

  	
   

  	
  Lease

  	
   

  
	
  P0000395

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  697 Troy Schenectady Rd

  	
   

  	
  Colonie

  	
   

  	
  NY

  	
   

  	
  12110-2501

  	
   

  	
  Lease

  	
   

  
	
  P0000396

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  632 Bloomfield Ave

  	
   

  	
  West Caldwell

  	
   

  	
  NJ

  	
   

  	
  07006-7518

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000397

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  11 Main St

  	
   

  	
  West Harwich

  	
   

  	
  MA

  	
   

  	
  02671-1041

  	
   

  	
  Lease

  	
   

  
	
  P0000398

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  936 Walnut Bottom Rd

  	
   

  	
  Carlisle

  	
   

  	
  PA

  	
   

  	
  17013-9177

  	
   

  	
  Lease

  	
   

  
	
  P0000399

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5534 NW 7th Ave

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  33127-1402

  	
   

  	
  Lease

  	
   

  
	
  P0000400

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  233 W Hillsboro Blvd

  	
   

  	
  Deerfield Beach

  	
   

  	
  FL

  	
   

  	
  33441-3311

  	
   

  	
  Lease

  	
   

  
	
  P0000401

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  3291 W Broward Blvd

  	
   

  	
  Fort Lauderdale

  	
   

  	
  FL

  	
   

  	
  33312-1112

  	
   

  	
  Lease

  	
   

  
	
  P0000402

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  14620 Plank Rd

  	
   

  	
  Baker

  	
   

  	
  LA

  	
   

  	
  70714-5445

  	
   

  	
  Lease

  	
   

  
	
  P0000403

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  1940 Main St

  	
   

  	
  Baker

  	
   

  	
  LA

  	
   

  	
  70714-2843

  	
   

  	
  Lease

  	
   

  
	
  P0000404

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5946 Airline Hwy

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70805-3201

  	
   

  	
  Lease

  	
   

  
	
  P0000405

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  290 Lobdell Hwy

  	
   

  	
  Port Allen

  	
   

  	
  LA

  	
   

  	
  70767-4198

  	
   

  	
  Lease

  	
   

  
	
  P0000406

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  107 S 25th St

  	
   

  	
  Fort Pierce

  	
   

  	
  FL

  	
   

  	
  34947-3602

  	
   

  	
  Lease

  	
   

  
	
  P0000408

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  9854 Halls Ferry Rd

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63136-4017

  	
   

  	
  Lease

  	
   

  
	
  P0000409

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  8654 Natural Bridge Rd

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63121-4110

  	
   

  	
  Lease

  	
   

  
	
  P0000410

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2877 Target Dr

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63136-4639

  	
   

  	
  Lease

  	
   

  
	
  P0000411

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  9376 Greenwell Springs Rd

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70814-2909

  	
   

  	
  Lease

  	
   

  
	
  P0000412

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2200 S Range Ave

  	
   

  	
  Denham Springs

  	
   

  	
  LA

  	
   

  	
  70726-5214

  	
   

  	
  Lease

  	
   

  
	
  P0000415

  	
   

  	
  1st University Credit Union

  	
   

  	
  Other

  	
   

  	
  605 S University Parks Dr

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  76706-1053

  	
   

  	
  Lease

  	
   

  
	
  P0000416

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  325 S Mcgee Ave

  	
   

  	
  Apopka

  	
   

  	
  FL

  	
   

  	
  32703-4479

  	
   

  	
  Lease

  	
   

  
	
  P0000417

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1070 S Volusia Ave

  	
   

  	
  Orange City

  	
   

  	
  FL

  	
   

  	
  32763-7039

  	
   

  	
  Lease

  	
   

  
	
  P0000418

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  6706 highway 63

  	
   

  	
  Moss Point

  	
   

  	
  MS

  	
   

  	
  39563-9539

  	
   

  	
  Lease

  	
   

  
	
  P0000419

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  12475 Highway 49

  	
   

  	
  Gulfport

  	
   

  	
  MS

  	
   

  	
  39503-2785

  	
   

  	
  Lease

  	
   

  
	
  P0000420

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  3979 W Tennessee St

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  	
   

  	
  32304-1015

  	
   

  	
  Lease

  	
   

  
	
  P0000421

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  401 Vincennes Ave

  	
   

  	
  New Albany

  	
   

  	
  IN

  	
   

  	
  47150-3053

  	
   

  	
  Lease

  	
   

  
	
  P0000424

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  7843 US Highway 42

  	
   

  	
  Florence

  	
   

  	
  KY

  	
   

  	
  41042-1803

  	
   

  	
  Lease

  	
   

  
	
  P0000425

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  1709 N Galvez St

  	
   

  	
  New Orleans

  	
   

  	
  LA

  	
   

  	
  70119-1602

  	
   

  	
  Lease

  	
   

  
	
  P0000426

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  2371 Saint Claude Ave

  	
   

  	
  New Orleans

  	
   

  	
  LA

  	
   

  	
  70117-8352

  	
   

  	
  Lease

  	
   

  
	
  P0000428

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  602 N. Baldwin Avenue

  	
   

  	
  Marion

  	
   

  	
  IN

  	
   

  	
  46952-3462

  	
   

  	
  Lease

  	
   

  
	
  P0000429

  	
   

  	
  Goldco, Inc.

  	
   

  	
  Burger King

  	
   

  	
  1400 W Jefferson St

  	
   

  	
  Quincy

  	
   

  	
  FL

  	
   

  	
  32351-2130

  	
   

  	
  Lease

  	
   

  
	
  P0000431

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  1275 E Dublin Granville Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43229-3359

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000432

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  1391 Arrowhead Dr

  	
   

  	
  Maumee

  	
   

  	
  OH

  	
   

  	
  43537-1729

  	
   

  	
  Lease

  	
   

  
	
  P0000433

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  4279 Cemetery Rd

  	
   

  	
  Hilliard

  	
   

  	
  OH

  	
   

  	
  43026-1203

  	
   

  	
  Lease

  	
   

  
	
  P0000434

  	
   

  	
  QK, Inc.

  	
   

  	
  Denny’s

  	
   

  	
  17053 E Shea Blvd

  	
   

  	
  Fountain Hills

  	
   

  	
  AZ

  	
   

  	
  85268-6635

  	
   

  	
  Lease

  	
   

  
	
  P0000436

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1375 N Main St

  	
   

  	
  Madisonville

  	
   

  	
  KY

  	
   

  	
  42431-1283

  	
   

  	
  Lease

  	
   

  
	
  P0000437

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  163 Altama Connector Blvd

  	
   

  	
  Brunswick

  	
   

  	
  GA

  	
   

  	
  31525-1881

  	
   

  	
  Lease

  	
   

  
	
  P0000438

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  450 E State Rd

  	
   

  	
  American Fork

  	
   

  	
  UT

  	
   

  	
  84003-2559

  	
   

  	
  Lease

  	
   

  
	
  P0000439

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  251 S Main St

  	
   

  	
  Tooele

  	
   

  	
  UT

  	
   

  	
  84074-2743

  	
   

  	
  Lease

  	
   

  
	
  P0000440

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2501 Mayport Rd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32233-2801

  	
   

  	
  Lease

  	
   

  
	
  P0000442

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1116 Highway 81 W

  	
   

  	
  McDonough

  	
   

  	
  GA

  	
   

  	
  30253-6423

  	
   

  	
  Lease

  	
   

  
	
  P0000443

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  403 Tri County Plz

  	
   

  	
  Cumming

  	
   

  	
  GA

  	
   

  	
  30040-2777

  	
   

  	
  Lease

  	
   

  
	
  P0000446

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  181 Highway 90

  	
   

  	
  Daphne

  	
   

  	
  AL

  	
   

  	
  36526-9588

  	
   

  	
  Lease

  	
   

  
	
  P0000449

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  7750 Airport Blvd

  	
   

  	
  Mobile

  	
   

  	
  AL

  	
   

  	
  36608-5025

  	
   

  	
  Lease

  	
   

  
	
  P0000450

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  7002 Georgetown Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46268-4445

  	
   

  	
  Lease

  	
   

  
	
  P0000451

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  11190 Beach Blvd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32246-4804

  	
   

  	
  Lease

  	
   

  
	
  P0000453

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  9361 Atlantic Blvd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32225-8218

  	
   

  	
  Lease

  	
   

  
	
  P0000454

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  622 Fair Rd

  	
   

  	
  Statesboro

  	
   

  	
  GA

  	
   

  	
  30458-4927

  	
   

  	
  Lease

  	
   

  
	
  P0000455

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  514 N Highway 52

  	
   

  	
  Moncks Corner

  	
   

  	
  SC

  	
   

  	
  29461-3131

  	
   

  	
  Lease

  	
   

  
	
  P0000456

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5275 Government St

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70806-6027

  	
   

  	
  Lease

  	
   

  
	
  P0000457

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2137 Staring Ln

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70810-1038

  	
   

  	
  Lease

  	
   

  
	
  P0000459

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2490 NW 79th St

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  33147-4930

  	
   

  	
  Lease

  	
   

  
	
  P0000920

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  6801 120th Avenue

  	
   

  	
  Kenosha

  	
   

  	
  WI

  	
   

  	
  53140

  	
   

  	
  Lease

  	
   

  
	
  P0000921

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  2435 Edgewood Road SW

  	
   

  	
  Cedar Rapids

  	
   

  	
  IA

  	
   

  	
  52404

  	
   

  	
  Lease

  	
   

  
	
  P0000922

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  3820 Belt Line Road

  	
   

  	
  Addison

  	
   

  	
  TX

  	
   

  	
  75001

  	
   

  	
  Lease

  	
   

  
	
  P0000923

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  6050 Greenville Avenue

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75206

  	
   

  	
  Lease

  	
   

  
	
  P0000924

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  2208 W. NW Highway

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75220

  	
   

  	
  Lease

  	
   

  
	
  P0000925

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  700 Six Flags Drive

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76011

  	
   

  	
  Lease

  	
   

  
	
  P0000926

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1601 Garth Brooks Blvd

  	
   

  	
  Yukon

  	
   

  	
  OK

  	
   

  	
  73099

  	
   

  	
  Lease

  	
   

  
	
  P0000927

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2416 S. Georgia Street

  	
   

  	
  Amarillo

  	
   

  	
  TX

  	
   

  	
  79109

  	
   

  	
  Lease

  	
   

  
	
  P0000928

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3124 Regency Lane

  	
   

  	
  Denison

  	
   

  	
  TX

  	
   

  	
  75020

  	
   

  	
  Lease

  	
   

  
	
  P0000929

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2520 82nd Street

  	
   

  	
  Lubbock

  	
   

  	
  TX

  	
   

  	
  79423

  	
   

  	
  Lease

  	
   

  
	
  P0000930

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  8635 Clinton Street

  	
   

  	
  New Hartford

  	
   

  	
  NY

  	
   

  	
  13413

  	
   

  	
  Lease

  	
   

  
	
  P0000931

  	
   

  	
  Dave & Buster’s, Inc.

  	
   

  	
  Dave & Buster’s

  	
   

  	
  2215 D & B Drive

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30067

  	
   

  	
  Lease

  	
   

  
	
  P0000932

  	
   

  	
  Hill Country Furniture Partners, Ltd.

  	
   

  	
  Ashley Furniture

  	
   

  	
  7903 Pat Booker Road

  	
   

  	
  Live Oak

  	
   

  	
  TX

  	
   

  	
  78223

  	
   

  	
  Lease

  	
   

  
	
  P0000933

  	
   

  	
  RBLS, Inc. (a Texas corporation)

  	
   

  	
  Ashley Furniture

  	
   

  	
  1411 Airway Boulevard

  	
   

  	
  El Paso

  	
   

  	
  TX

  	
   

  	
  79925

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000934

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  5038-A Miller Road

  	
   

  	
  Flint

  	
   

  	
  MI

  	
   

  	
  48507

  	
   

  	
  Lease

  	
   

  
	
  P0000935

  	
   

  	
  Ferrellgas, L.P

  	
   

  	
  Blue Rhino

  	
   

  	
  1750 Agua Mansa Road

  	
   

  	
  Riverside

  	
   

  	
  CA

  	
   

  	
  92509

  	
   

  	
  Lease

  	
   

  
	
  P0000936

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  2121 43rd St., SW

  	
   

  	
  Fargo

  	
   

  	
  ND

  	
   

  	
  58103

  	
   

  	
  Lease

  	
   

  
	
  P0000937

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  202 N Main Ave

  	
   

  	
  Erwin

  	
   

  	
  TN

  	
   

  	
  37650

  	
   

  	
  Lease

  	
   

  
	
  P0000938

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  3307 No. Broadway St.

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37918

  	
   

  	
  Lease

  	
   

  
	
  P0000939

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  113 1st St.

  	
   

  	
  Radford

  	
   

  	
  VA

  	
   

  	
  24141

  	
   

  	
  Lease

  	
   

  
	
  P0000940

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  355 No. Franklin St.

  	
   

  	
  Christiansburg

  	
   

  	
  VA

  	
   

  	
  24073

  	
   

  	
  Lease

  	
   

  
	
  P0000941

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  647 E. Main St.

  	
   

  	
  Pulaski

  	
   

  	
  VA

  	
   

  	
  24301

  	
   

  	
  Lease

  	
   

  
	
  P0000942

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  790 E. Main St.

  	
   

  	
  Wytheville

  	
   

  	
  VA

  	
   

  	
  24382

  	
   

  	
  Lease

  	
   

  
	
  P0000943

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  2010 E. Broadway Ave.

  	
   

  	
  Maryville

  	
   

  	
  TN

  	
   

  	
  37804

  	
   

  	
  Lease

  	
   

  
	
  P0000944

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  411 Foothills Mall Drive

  	
   

  	
  Maryville

  	
   

  	
  TN

  	
   

  	
  37801

  	
   

  	
  Lease

  	
   

  
	
  P0000945

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  608 Oak Ridge Turnpike

  	
   

  	
  Oak Ridge

  	
   

  	
  TN

  	
   

  	
  37830

  	
   

  	
  Lease

  	
   

  
	
  P0000946

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1124 E. Stone Dr.

  	
   

  	
  Kingsport

  	
   

  	
  TN

  	
   

  	
  37660

  	
   

  	
  Lease

  	
   

  
	
  P0000947

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  104 Cedar Lane

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37912

  	
   

  	
  Lease

  	
   

  
	
  P0000948

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  6949 Maynardsville Pike

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  39912

  	
   

  	
  Lease

  	
   

  
	
  P0000949

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1015 Volunteer Parkway

  	
   

  	
  Bristol

  	
   

  	
  TN

  	
   

  	
  37625

  	
   

  	
  Lease

  	
   

  
	
  P0000950

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1108 No. Charles G. Seivers Blvd.

  	
   

  	
  Clinton

  	
   

  	
  TN

  	
   

  	
  37716

  	
   

  	
  Lease

  	
   

  
	
  P0000951

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  10301 So. Memorial Drive

  	
   

  	
  Bixby

  	
   

  	
  OK

  	
   

  	
  74133

  	
   

  	
  Lease

  	
   

  
	
  P0000952

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  5864 Carmenica Drive

  	
   

  	
  Cicero

  	
   

  	
  NY

  	
   

  	
  13039

  	
   

  	
  Lease

  	
   

  
	
  P0000953

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  3601 Midvale Avenue

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19129

  	
   

  	
  Lease

  	
   

  
	
  P0000954

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  120 Jefferson Avenue

  	
   

  	
  Moundsville

  	
   

  	
  WV

  	
   

  	
  26041

  	
   

  	
  Lease

  	
   

  
	
  P0000955

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  104 Genesee Street

  	
   

  	
  Oneida

  	
   

  	
  NY

  	
   

  	
  13421

  	
   

  	
  Lease

  	
   

  
	
  P0000956

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  735 North Water Street

  	
   

  	
  Uhrichsville

  	
   

  	
  OH

  	
   

  	
  44683

  	
   

  	
  Lease

  	
   

  
	
  P0000957

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  1410 Delaware Avenue

  	
   

  	
  Buffalo

  	
   

  	
  NY

  	
   

  	
  14209

  	
   

  	
  Lease

  	
   

  
	
  P0000958

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  804 East Winthrop Avenue

  	
   

  	
  Millen

  	
   

  	
  GA

  	
   

  	
  30442

  	
   

  	
  Lease

  	
   

  
	
  P0000959

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  301 south Broad Street

  	
   

  	
  Thomasville

  	
   

  	
  GA

  	
   

  	
  31792

  	
   

  	
  Lease

  	
   

  
	
  P0000960

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1003 W Elk Avenue

  	
   

  	
  Elizabethton

  	
   

  	
  TN

  	
   

  	
  37643

  	
   

  	
  Lease

  	
   

  
	
  P0000961

  	
   

  	
  Flying Star Cafe

  	
   

  	
  Flying Star Café

  	
   

  	
  8001 Menaul Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87110

  	
   

  	
  Lease

  	
   

  
	
  P0000962

  	
   

  	
  Flying Star Cafe

  	
   

  	
  Flying Star Café

  	
   

  	
  4501 Juan Tabo Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87111

  	
   

  	
  Lease

  	
   

  
	
  P0000963

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8700 Hwy 27 S

  	
   

  	
  Sebring

  	
   

  	
  FL

  	
   

  	
  33876

  	
   

  	
  Lease

  	
   

  
	
  P0000964

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8326 Lemon Rd

  	
   

  	
  Port Richey

  	
   

  	
  FL

  	
   

  	
  34668

  	
   

  	
  Lease

  	
   

  
	
  P0000965

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6854 Distribution Ave S

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32256

  	
   

  	
  Lease

  	
   

  
	
  P0000966

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8091 Supply Drive

  	
   

  	
  Fort Myers

  	
   

  	
  FL

  	
   

  	
  33912

  	
   

  	
  Lease

  	
   

  
	
  P0000967

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6231 Idlewild Street

  	
   

  	
  Fort Myers

  	
   

  	
  FL

  	
   

  	
  33912

  	
   

  	
  Lease

  	
   

  
	
  P0000968

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  4355 Drane Field Rd

  	
   

  	
  Lakeland

  	
   

  	
  FL

  	
   

  	
  33811

  	
   

  	
  Lease

  	
   

  
	
  P0000969

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5311 Doolittle Rd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32254

  	
   

  	
  Lease

  	
   

  
	
  P0000970

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5409-100 Broadway Ave

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32254

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000971

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  3509 N Loop 336 W

  	
   

  	
  Conroe

  	
   

  	
  TX

  	
   

  	
  77304

  	
   

  	
  Lease

  	
   

  
	
  P0000972

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2007 NW 15th Ave

  	
   

  	
  Pompano Beach

  	
   

  	
  FL

  	
   

  	
  33069

  	
   

  	
  Lease

  	
   

  
	
  P0000973

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1751 L Avenue

  	
   

  	
  Riviera Beach

  	
   

  	
  FL

  	
   

  	
  33401

  	
   

  	
  Lease

  	
   

  
	
  P0000673

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  5660 Beach Boulevard

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32207

  	
   

  	
  Lease

  	
   

  
	
  P0000675

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2600 S Orange Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32806

  	
   

  	
  Lease

  	
   

  
	
  P0000676

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1305 Tuskawilla Rd

  	
   

  	
  Winter Springs

  	
   

  	
  FL

  	
   

  	
  32708

  	
   

  	
  Lease

  	
   

  
	
  P0000677

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2649 Richmond Road

  	
   

  	
  Lexington

  	
   

  	
  KY

  	
   

  	
  40509

  	
   

  	
  Lease

  	
   

  
	
  P0000678

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  4170 Shelbyville Rd

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  40207

  	
   

  	
  Lease

  	
   

  
	
  P0000679

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  16005 US Highway 441

  	
   

  	
  Eustis

  	
   

  	
  FL

  	
   

  	
  32726

  	
   

  	
  Lease

  	
   

  
	
  P0000680

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  5705 4th St

  	
   

  	
  Lubbock

  	
   

  	
  TX

  	
   

  	
  79416

  	
   

  	
  Lease

  	
   

  
	
  P0000681

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  1520 Southmore Ave

  	
   

  	
  Pasadena

  	
   

  	
  TX

  	
   

  	
  77502

  	
   

  	
  Lease

  	
   

  
	
  P0000682

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  2726 Spencer Hwy

  	
   

  	
  Pasadena

  	
   

  	
  TX

  	
   

  	
  77504

  	
   

  	
  Lease

  	
   

  
	
  P0000683

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  2730 East Highway 190

  	
   

  	
  Copperas Cove

  	
   

  	
  TX

  	
   

  	
  76522

  	
   

  	
  Lease

  	
   

  
	
  P0000685

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Garibaldi’s

  	
   

  	
  525 Caldwell Blvd

  	
   

  	
  Nampa

  	
   

  	
  ID

  	
   

  	
  83651

  	
   

  	
  Lease

  	
   

  
	
  P0000687

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  410 S. Gordon St

  	
   

  	
  Alvin

  	
   

  	
  TX

  	
   

  	
  77511

  	
   

  	
  Lease

  	
   

  
	
  P0000688

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  12520 Greenspoint Dr

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77060

  	
   

  	
  Lease

  	
   

  
	
  P0000689

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  3201 Freedom Blvd

  	
   

  	
  Bryan

  	
   

  	
  TX

  	
   

  	
  77802

  	
   

  	
  Lease

  	
   

  
	
  P0000691

  	
   

  	
  Mexican Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  5694 W Skelly Dr

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74107

  	
   

  	
  Lease

  	
   

  
	
  P0000692

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1228 South Broadway Street

  	
   

  	
  Lexington

  	
   

  	
  KY

  	
   

  	
  40504-2738

  	
   

  	
  Lease

  	
   

  
	
  P0000974

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  5601 Chestnut Street

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19139

  	
   

  	
  Lease

  	
   

  
	
  P0000975

  	
   

  	
  Sportsman’s Warehouse

  	
   

  	
  Sportsman’s Warehouse

  	
   

  	
  1551 Lawrence Drive

  	
   

  	
  DePere

  	
   

  	
  WI

  	
   

  	
  54115

  	
   

  	
  Lease

  	
   

  
	
  P0000976

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  630 W. Southern Ave

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  85210

  	
   

  	
  Lease

  	
   

  
	
  P0000977

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  3550 N. Oracle Road

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  85704

  	
   

  	
  Lease

  	
   

  
	
  P0000978

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  2701 W. Bethany Home Road

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85017

  	
   

  	
  Lease

  	
   

  
	
  P0000979

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  8503 N. 27th Avenue

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85051

  	
   

  	
  Lease

  	
   

  
	
  P0000980

  	
   

  	
  Pilgrim’s Pride Corporation

  	
   

  	
  Pilgrim’s Pride Freezer Warehouse Facility

  	
   

  	
  3330 Woodrow Wilson Drive

  	
   

  	
  Jackson

  	
   

  	
  MS

  	
   

  	
  39209

  	
   

  	
  Lease

  	
   

  
	
  P0000706

  	
   

  	
  Stonebrook Properties LLC

  	
   

  	
  Golden Corral

  	
   

  	
  1300 South Morgan

  	
   

  	
  Granbury

  	
   

  	
  TX

  	
   

  	
  76048

  	
   

  	
  Lease

  	
   

  
	
  P0000707

  	
   

  	
  Corral of Michigan LLC

  	
   

  	
  Golden Corral

  	
   

  	
  37101 Warren Road

  	
   

  	
  Westland

  	
   

  	
  MI

  	
   

  	
  48185

  	
   

  	
  Lease

  	
   

  
	
  P0000708

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  2210 West University Drive

  	
   

  	
  Edinburg

  	
   

  	
  TX

  	
   

  	
  78539

  	
   

  	
  Lease

  	
   

  
	
  P0000709

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  402 South Bibb Ave

  	
   

  	
  Eagle Pass

  	
   

  	
  TX

  	
   

  	
  78852

  	
   

  	
  Lease

  	
   

  
	
  P0000710

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  4526 East Hwy 83

  	
   

  	
  Rio Grande City

  	
   

  	
  TX

  	
   

  	
  78582

  	
   

  	
  Lease

  	
   

  
	
  P0000711

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  3101 East Expressway 83

  	
   

  	
  Weslaco

  	
   

  	
  TX

  	
   

  	
  78596

  	
   

  	
  Lease

  	
   

  
	
  P0000730

  	
   

  	
  HOM Furniture, Inc.

  	
   

  	
  Hom Furniture

  	
   

  	
  4726 Mall Drive

  	
   

  	
  Hermantown

  	
   

  	
  MN

  	
   

  	
  55811

  	
   

  	
  Lease

  	
   

  
	
  P0000731

  	
   

  	
  HOM Furniture, Inc.

  	
   

  	
  Hom Furniture

  	
   

  	
  2921 Mall Drive

  	
   

  	
  Eau Claire

  	
   

  	
  WI

  	
   

  	
  54701

  	
   

  	
  Lease

  	
   

  
	
  P0000732

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  200 Hwy 332 West

  	
   

  	
  Lake Jackson

  	
   

  	
  TX

  	
   

  	
  77566

  	
   

  	
  Lease

  	
   

  
	
  P0000737

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  9450 Dyer Street

  	
   

  	
  El Paso

  	
   

  	
  TX

  	
   

  	
  79924

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000738

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  21500-21508 Harper Avenue

  	
   

  	
  St. Clair Shores

  	
   

  	
  MI

  	
   

  	
  48081

  	
   

  	
  Lease

  	
   

  
	
  P0000747

  	
   

  	
  Anvia, Inc.

  	
   

  	
  Ashley Home Center

  	
   

  	
  4597 Southwest Drive

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605

  	
   

  	
  Lease

  	
   

  
	
  P0000748

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  545 Hwy 9 E

  	
   

  	
  Forest City

  	
   

  	
  IA

  	
   

  	
  50436

  	
   

  	
  Lease

  	
   

  
	
  P0000749

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  419 2nd Ave SE

  	
   

  	
  Cresco

  	
   

  	
  IA

  	
   

  	
  52136

  	
   

  	
  Lease

  	
   

  
	
  P0000750

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  260 Carson Ave

  	
   

  	
  Elk River

  	
   

  	
  MN

  	
   

  	
  55330

  	
   

  	
  Lease

  	
   

  
	
  P0000751

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1325 Town Centre Dr

  	
   

  	
  Eagan

  	
   

  	
  MN

  	
   

  	
  55123

  	
   

  	
  Lease

  	
   

  
	
  P0000752

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  964 Hwy 15 S

  	
   

  	
  Hutchinson

  	
   

  	
  MN

  	
   

  	
  55350

  	
   

  	
  Lease

  	
   

  
	
  P0000753

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  5501 Grand Ave

  	
   

  	
  Duluth

  	
   

  	
  MN

  	
   

  	
  55808

  	
   

  	
  Lease

  	
   

  
	
  P0000754

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  3600 N Douglas

  	
   

  	
  Crystal

  	
   

  	
  MN

  	
   

  	
  55422

  	
   

  	
  Lease

  	
   

  
	
  P0000755

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  32 Sheridan St

  	
   

  	
  Ely

  	
   

  	
  MN

  	
   

  	
  55731

  	
   

  	
  Lease

  	
   

  
	
  P0000756

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  701 Highway 33 S

  	
   

  	
  Cloquet

  	
   

  	
  MN

  	
   

  	
  55720

  	
   

  	
  Lease

  	
   

  
	
  P0000757

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1101 Hwy 25 N

  	
   

  	
  Buffalo

  	
   

  	
  MN

  	
   

  	
  55313

  	
   

  	
  Lease

  	
   

  
	
  P0000758

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1918 London Rd

  	
   

  	
  Duluth

  	
   

  	
  MN

  	
   

  	
  55812

  	
   

  	
  Lease

  	
   

  
	
  P0000759

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1725 E Main St

  	
   

  	
  Albert Lea

  	
   

  	
  MN

  	
   

  	
  56007

  	
   

  	
  Lease

  	
   

  
	
  P0000760

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  623 Hammond Ave

  	
   

  	
  Superior

  	
   

  	
  WI

  	
   

  	
  54880

  	
   

  	
  Lease

  	
   

  
	
  P0000761

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  3854 N Central Ave

  	
   

  	
  Columbia Heights

  	
   

  	
  MN

  	
   

  	
  55421

  	
   

  	
  Lease

  	
   

  
	
  P0000762

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  100 N Phillips

  	
   

  	
  Algona

  	
   

  	
  IA

  	
   

  	
  50511

  	
   

  	
  Lease

  	
   

  
	
  P0000763

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1653 Weir Dr

  	
   

  	
  Woodbury

  	
   

  	
  MN

  	
   

  	
  55125

  	
   

  	
  Lease

  	
   

  
	
  P0000764

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  W Hwy 18

  	
   

  	
  Mason City

  	
   

  	
  IA

  	
   

  	
  50401

  	
   

  	
  Lease

  	
   

  
	
  P0000765

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1211 7th Ave

  	
   

  	
  Two Harbors

  	
   

  	
  MN

  	
   

  	
  55616

  	
   

  	
  Lease

  	
   

  
	
  P0000766

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  257 Marschall Rd

  	
   

  	
  Shakopee

  	
   

  	
  MN

  	
   

  	
  55379

  	
   

  	
  Lease

  	
   

  
	
  P0000767

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  Hwy 18

  	
   

  	
  Clear Lake

  	
   

  	
  IA

  	
   

  	
  50428

  	
   

  	
  Lease

  	
   

  
	
  P0000768

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1157 S Main

  	
   

  	
  Sauk Centre

  	
   

  	
  MN

  	
   

  	
  56378

  	
   

  	
  Lease

  	
   

  
	
  P0000769

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  15065 Canada Rd

  	
   

  	
  Rosemount

  	
   

  	
  MN

  	
   

  	
  55068

  	
   

  	
  Lease

  	
   

  
	
  P0000770

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1504 13th Street S

  	
   

  	
  Virginia

  	
   

  	
  MN

  	
   

  	
  55792

  	
   

  	
  Lease

  	
   

  
	
  P0000771

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  7500 Bass Lake Rd

  	
   

  	
  New Hope

  	
   

  	
  MN

  	
   

  	
  55428

  	
   

  	
  Lease

  	
   

  
	
  P0000772

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1300 W Broadway

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  	
   

  	
  55411

  	
   

  	
  Lease

  	
   

  
	
  P0000773

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  319 N Benton

  	
   

  	
  Sauk Rapids

  	
   

  	
  MN

  	
   

  	
  56379

  	
   

  	
  Lease

  	
   

  
	
  P0000774

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1685 White Bear Ave

  	
   

  	
  Maplewood

  	
   

  	
  MN

  	
   

  	
  55109

  	
   

  	
  Lease

  	
   

  
	
  P0000775

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  17305 Kenrick Ave

  	
   

  	
  Lakeville

  	
   

  	
  MN

  	
   

  	
  55044

  	
   

  	
  Lease

  	
   

  
	
  P0000776

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  2001 W Hwy 52

  	
   

  	
  Rochester

  	
   

  	
  MN

  	
   

  	
  55901

  	
   

  	
  Lease

  	
   

  
	
  P0000777

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1101 37th St East

  	
   

  	
  Hibbing

  	
   

  	
  MN

  	
   

  	
  55746

  	
   

  	
  Lease

  	
   

  
	
  P0000778

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  806 S Pokegama

  	
   

  	
  Grand Rapids

  	
   

  	
  MN

  	
   

  	
  55744

  	
   

  	
  Lease

  	
   

  
	
  P0000779

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1404 E College Dr

  	
   

  	
  Marshall

  	
   

  	
  MN

  	
   

  	
  56258

  	
   

  	
  Lease

  	
   

  
	
  P0000780

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  276 Park Ave W

  	
   

  	
  Mansfield

  	
   

  	
  OH

  	
   

  	
  44902

  	
   

  	
  Lease

  	
   

  
	
  P0000781

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  700 S Arlington

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44306

  	
   

  	
  Lease

  	
   

  
	
  P0000782

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1520 E Main

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43205

  	
   

  	
  Lease

  	
   

  
	
  P0000783

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  920 N Grand Ave

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63106

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000784

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4375 Refugee Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43232

  	
   

  	
  Lease

  	
   

  
	
  P0000785

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1391 Wooster Ave

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44320

  	
   

  	
  Lease

  	
   

  
	
  P0000786

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  3525 N Grand Blvd

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63107

  	
   

  	
  Lease

  	
   

  
	
  P0000787

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  410 9th St NE

  	
   

  	
  Canton

  	
   

  	
  OH

  	
   

  	
  44704

  	
   

  	
  Lease

  	
   

  
	
  P0000788

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  805 N Kings Hwy

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63108

  	
   

  	
  Lease

  	
   

  
	
  P0000789

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  7260 Manchester Rd

  	
   

  	
  Maplewood

  	
   

  	
  MO

  	
   

  	
  63143

  	
   

  	
  Lease

  	
   

  
	
  P0000790

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1211 S. Main

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44301

  	
   

  	
  Lease

  	
   

  
	
  P0000791

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1753 Woodson Rd

  	
   

  	
  Overland

  	
   

  	
  MO

  	
   

  	
  63114

  	
   

  	
  Lease

  	
   

  
	
  P0000792

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4414 N Saginaw

  	
   

  	
  Flint

  	
   

  	
  MI

  	
   

  	
  48505

  	
   

  	
  Lease

  	
   

  
	
  P0000793

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4401 Marshall Rd

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63134

  	
   

  	
  Lease

  	
   

  
	
  P0000794

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  10646 New Halls Ferry

  	
   

  	
  Ferguson

  	
   

  	
  MO

  	
   

  	
  63135

  	
   

  	
  Lease

  	
   

  
	
  P0000795

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  16100 Livernois

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48221

  	
   

  	
  Lease

  	
   

  
	
  P0000796

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  7215 Natural Bridge Rd

  	
   

  	
  Normandy

  	
   

  	
  MO

  	
   

  	
  63121

  	
   

  	
  Lease

  	
   

  
	
  P0000797

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  9137 W Grand River

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48204

  	
   

  	
  Lease

  	
   

  
	
  P0000798

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  13611 West 8 Mile Rd

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48235

  	
   

  	
  Lease

  	
   

  
	
  P0000799

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  24990 Dequindre

  	
   

  	
  Warren

  	
   

  	
  MI

  	
   

  	
  48091

  	
   

  	
  Lease

  	
   

  
	
  P0000800

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  15525 Chicago Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48228

  	
   

  	
  Lease

  	
   

  
	
  P0000801

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  11501 Woodward Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48202

  	
   

  	
  Lease

  	
   

  
	
  P0000802

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  2928 E 7 Mile Rd

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48234

  	
   

  	
  Lease

  	
   

  
	
  P0000803

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  13531 Fenkell Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48227

  	
   

  	
  Lease

  	
   

  
	
  P0000804

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4850 West 16th St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46224

  	
   

  	
  Lease

  	
   

  
	
  P0000805

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  14260 Gratiot Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48205

  	
   

  	
  Lease

  	
   

  
	
  P0000806

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  5443 East 21st St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46218

  	
   

  	
  Lease

  	
   

  
	
  P0000807

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  3860 N College Ave

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46205

  	
   

  	
  Lease

  	
   

  
	
  P0000808

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  11965 E Warren Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48214

  	
   

  	
  Lease

  	
   

  
	
  P0000809

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  3970 Lafayette Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46254

  	
   

  	
  Lease

  	
   

  
	
  P0000810

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  5520 Caseyville Ave

  	
   

  	
  Washington Park

  	
   

  	
  IL

  	
   

  	
  62204

  	
   

  	
  Lease

  	
   

  
	
  P0000811

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  5040 E 38th St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46218

  	
   

  	
  Lease

  	
   

  
	
  P0000812

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4590 W 5th Ave

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46406

  	
   

  	
  Lease

  	
   

  
	
  P0000813

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  333 E 159th St

  	
   

  	
  Harvey

  	
   

  	
  IL

  	
   

  	
  60426

  	
   

  	
  Lease

  	
   

  
	
  P0000814

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  3863 N Post Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46226

  	
   

  	
  Lease

  	
   

  
	
  P0000815

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  500 S Western Avenue

  	
   

  	
  Peoria

  	
   

  	
  IL

  	
   

  	
  61605

  	
   

  	
  Lease

  	
   

  
	
  P0000816

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  5400-08 W. Cermak Rd

  	
   

  	
  Cicero

  	
   

  	
  IL

  	
   

  	
  60650

  	
   

  	
  Lease

  	
   

  
	
  P0000817

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  3701 Grant St

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46408

  	
   

  	
  Lease

  	
   

  
	
  P0000818

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1409 South Broadway

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46407

  	
   

  	
  Lease

  	
   

  
	
  P0000819

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  4812 W North Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60639

  	
   

  	
  Lease

  	
   

  
	
  P0000820

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  345 Collins St

  	
   

  	
  Joliet

  	
   

  	
  IL

  	
   

  	
  60432

  	
   

  	
  Lease

  	
   

  
	
  P0000821

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  7102 S Stony Island Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60649

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000822

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  200 E 103rd St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60628

  	
   

  	
  Lease

  	
   

  
	
  P0000823

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  2601 State St

  	
   

  	
  East St. Louis

  	
   

  	
  IL

  	
   

  	
  62201

  	
   

  	
  Lease

  	
   

  
	
  P0000824

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  431 N Austin Blvd

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60644

  	
   

  	
  Lease

  	
   

  
	
  P0000825

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  101 E 35th St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60616

  	
   

  	
  Lease

  	
   

  
	
  P0000826

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  6600 S Halsted St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60621

  	
   

  	
  Lease

  	
   

  
	
  P0000827

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1808 W 47th St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60609

  	
   

  	
  Lease

  	
   

  
	
  P0000828

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  1855 S Blue Island Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60608

  	
   

  	
  Lease

  	
   

  
	
  P0000829

  	
   

  	
  Falcon Holdings, LLC

  	
   

  	
  Church’s

  	
   

  	
  2806 W Cermak Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60623

  	
   

  	
  Lease

  	
   

  
	
  P0000844

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  914 Chris Drive

  	
   

  	
  West Columbia

  	
   

  	
  SC

  	
   

  	
  29169

  	
   

  	
  Lease

  	
   

  
	
  P0000845

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  990 Pedigo Way

  	
   

  	
  Bowling Green

  	
   

  	
  KY

  	
   

  	
  42103

  	
   

  	
  Lease

  	
   

  
	
  P0000846

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  103 Industrial Drive

  	
   

  	
  Hattiesburg

  	
   

  	
  MS

  	
   

  	
  39401

  	
   

  	
  Lease

  	
   

  
	
  P0000847

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  10645 Auto Mall Pkwy

  	
   

  	
  D’lberville

  	
   

  	
  MS

  	
   

  	
  39540

  	
   

  	
  Lease

  	
   

  
	
  P0000848

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  850 E Pine Log Rd

  	
   

  	
  Aiken

  	
   

  	
  SC

  	
   

  	
  29803

  	
   

  	
  Lease

  	
   

  
	
  P0000849

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  856 Henri DeTonti Blvd

  	
   

  	
  Tontitown

  	
   

  	
  AR

  	
   

  	
  72770

  	
   

  	
  Lease

  	
   

  
	
  P0000850

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  7281 East 30th Street

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46219

  	
   

  	
  Lease

  	
   

  
	
  P0000851

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5905 Old Rutledge Pike

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37924

  	
   

  	
  Lease

  	
   

  
	
  P0000852

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6501 Amsterdam Way

  	
   

  	
  Wilmington

  	
   

  	
  NC

  	
   

  	
  28405

  	
   

  	
  Lease

  	
   

  
	
  P0000853

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  341 Gees Mill Bus Pkwy

  	
   

  	
  Conyers

  	
   

  	
  GA

  	
   

  	
  30013

  	
   

  	
  Lease

  	
   

  
	
  P0000854

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  4339 White Lick Dr

  	
   

  	
  Whitestown

  	
   

  	
  IN

  	
   

  	
  46075

  	
   

  	
  Lease

  	
   

  
	
  P0000855

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  238 Hurricane Shoals Rd

  	
   

  	
  Lawrenceville

  	
   

  	
  GA

  	
   

  	
  30045

  	
   

  	
  Lease

  	
   

  
	
  P0000856

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2820 Mary Linda Ave NE

  	
   

  	
  Roanoke

  	
   

  	
  VA

  	
   

  	
  24012

  	
   

  	
  Lease

  	
   

  
	
  P0000857

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  315 9th Street SE

  	
   

  	
  Hickory

  	
   

  	
  NC

  	
   

  	
  28602

  	
   

  	
  Lease

  	
   

  
	
  P0000858

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2208 S 14th Street

  	
   

  	
  Mattoon

  	
   

  	
  IL

  	
   

  	
  61938

  	
   

  	
  Lease

  	
   

  
	
  P0000859

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  229 N St. Augustine Rd

  	
   

  	
  Valdosta

  	
   

  	
  GA

  	
   

  	
  31601

  	
   

  	
  Lease

  	
   

  
	
  P0000860

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1840 Shelton Ave

  	
   

  	
  Stateville

  	
   

  	
  NC

  	
   

  	
  28677

  	
   

  	
  Lease

  	
   

  
	
  P0000861

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1930 31st Street

  	
   

  	
  Gulfport

  	
   

  	
  MS

  	
   

  	
  39501

  	
   

  	
  Lease

  	
   

  
	
  P0000862

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1234 S Pleasantburg Dr

  	
   

  	
  Greenville

  	
   

  	
  SC

  	
   

  	
  29605

  	
   

  	
  Lease

  	
   

  
	
  P0000863

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1430 N Chase St

  	
   

  	
  Athens

  	
   

  	
  GA

  	
   

  	
  30601

  	
   

  	
  Lease

  	
   

  
	
  P0000864

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1705 River Street

  	
   

  	
  Valdosta

  	
   

  	
  GA

  	
   

  	
  31601

  	
   

  	
  Lease

  	
   

  
	
  P0000865

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1118 Interstate Blvd

  	
   

  	
  Florence

  	
   

  	
  SC

  	
   

  	
  29501

  	
   

  	
  Lease

  	
   

  
	
  P0000866

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  117 Industrial Circle

  	
   

  	
  Martinsburg

  	
   

  	
  WV

  	
   

  	
  25401

  	
   

  	
  Lease

  	
   

  
	
  P0000867

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1215 N Bradley Rd

  	
   

  	
  Spokane

  	
   

  	
  WA

  	
   

  	
  99212

  	
   

  	
  Lease

  	
   

  
	
  P0000868

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1065 Sunset Blvd

  	
   

  	
  West Columbia

  	
   

  	
  SC

  	
   

  	
  29169

  	
   

  	
  Lease

  	
   

  
	
  P0000869

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1069 Canton Rd

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30066

  	
   

  	
  Lease

  	
   

  
	
  P0000870

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1070 S Highland Ave

  	
   

  	
  Jackson

  	
   

  	
  TN

  	
   

  	
  38301

  	
   

  	
  Lease

  	
   

  
	
  P0000871

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  100 Tandem Dr

  	
   

  	
  Greer

  	
   

  	
  SC

  	
   

  	
  29650

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  Pool II

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P0000335

  	
   

  	
  ARG Enterprises

  	
   

  	
  Black Angus

  	
   

  	
  7606 W Bell Rd

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  85308-8619

  	
   

  	
  Lease

  	
   

  
	
  P0000413

  	
   

  	
  QK, Inc.

  	
   

  	
  Denny’s

  	
   

  	
  425 NE Hassalo St

  	
   

  	
  Portland

  	
   

  	
  OR

  	
   

  	
  97232-2056

  	
   

  	
  Lease

  	
   

  
	
  P0000422

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  2502 S Preston St # 3

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  40217-2431

  	
   

  	
  Lease

  	
   

  
	
  P0000458

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  10706 Florida Blvd

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70815-1742

  	
   

  	
  Lease

  	
   

  
	
  P0000480

  	
   

  	
  Mosaica Education

  	
   

  	
  Mosaica

  	
   

  	
  2255 Kimberly Parkway East

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43232

  	
   

  	
  Lease

  	
   

  
	
  P0000586

  	
   

  	
  Mosaica Education

  	
   

  	
  Mosaica

  	
   

  	
  3333 Chipewa Drive

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43214

  	
   

  	
  Lease

  	
   

  
	
  P0000587

  	
   

  	
  Mosaica Education

  	
   

  	
  Mosaica

  	
   

  	
  555 S Fifth Avenue

  	
   

  	
  Alpena

  	
   

  	
  MI

  	
   

  	
  49707

  	
   

  	
  Lease

  	
   

  
	
  P0000842

  	
   

  	
  DL Industries, LP

  	
   

  	
  Dan-Loc Bolt & Gasket

  	
   

  	
  725 North Drennan

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77003

  	
   

  	
  Lease

  	
   

  
	
  P0000843

  	
   

  	
  Huntsville Wholesale Furniture

  	
   

  	
  Ashley Furniture

  	
   

  	
  3020 South Memorial Parkway

  	
   

  	
  Huntsville

  	
   

  	
  AL

  	
   

  	
  35801

  	
   

  	
  Lease

  	
   

  
	
  P0000880

  	
   

  	
  Hal Smith Restaurant Group

  	
   

  	
  Krispy Kreme

  	
   

  	
  1502 SE Walton Blvd

  	
   

  	
  Bentonville

  	
   

  	
  AR

  	
   

  	
  72712

  	
   

  	
  Lease

  	
   

  
	
  P0000881

  	
   

  	
  Hal Smith Restaurant Group

  	
   

  	
  Krispy Kreme

  	
   

  	
  1315 Shackleford Rd

  	
   

  	
  Little Rock

  	
   

  	
  AR

  	
   

  	
  72211

  	
   

  	
  Lease

  	
   

  
	
  P0000882

  	
   

  	
  Hal Smith Restaurant Group

  	
   

  	
  Krispy Kreme

  	
   

  	
  4301 South Loop 289

  	
   

  	
  Lubbock

  	
   

  	
  TX

  	
   

  	
  79423

  	
   

  	
  Lease

  	
   

  
	
  P0000883

  	
   

  	
  Hill Country Furniture Partners, Ltd.

  	
   

  	
  Ashley Furniture

  	
   

  	
  12493 West IH-10

  	
   

  	
  San Antonio

  	
   

  	
  TX

  	
   

  	
  78230

  	
   

  	
  Lease

  	
   

  
	
  P0001048

  	
   

  	
  Eateries Inc.

  	
   

  	
  Eateries, Inc

  	
   

  	
  1220 S. Santa Fe

  	
   

  	
  Edmond

  	
   

  	
  OK

  	
   

  	
  73003

  	
   

  	
  Lease

  	
   

  
	
  P0001049

  	
   

  	
  Eateries Inc.

  	
   

  	
  Garfield’s

  	
   

  	
  4845 N. Kickapoo

  	
   

  	
  Shawnee

  	
   

  	
  OK

  	
   

  	
  74801

  	
   

  	
  Lease

  	
   

  
	
  P0001052

  	
   

  	
  Pine Creek Medical Center

  	
   

  	
  Pine Creek Medical Center

  	
   

  	
  9032 Harry Hines Blvd

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75235

  	
   

  	
  Lease

  	
   

  
	
  P0001053

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  1215 Main Street

  	
   

  	
  Crossville

  	
   

  	
  TN

  	
   

  	
  38555

  	
   

  	
  Lease

  	
   

  
	
  P0001054

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  2550 East Morris Blvd

  	
   

  	
  Morristown

  	
   

  	
  TN

  	
   

  	
  37814

  	
   

  	
  Lease

  	
   

  
	
  P0001055

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  325 South Calderwood Ave

  	
   

  	
  Alcoa

  	
   

  	
  TN

  	
   

  	
  37701

  	
   

  	
  Lease

  	
   

  
	
  P0001056

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  1282 Oak Ridge Turnpike

  	
   

  	
  Oak Ridge

  	
   

  	
  TN

  	
   

  	
  37830

  	
   

  	
  Lease

  	
   

  
	
  P0001057

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  4416 Western Avenue

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37921

  	
   

  	
  Lease

  	
   

  
	
  P0001058

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  1612 South Roane Street

  	
   

  	
  Harriman

  	
   

  	
  TN

  	
   

  	
  37748

  	
   

  	
  Lease

  	
   

  
	
  P0001059

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  2816 Magnolia Ave

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37914

  	
   

  	
  Lease

  	
   

  
	
  P0001060

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  2005 W. Andrew Johnson Hwy

  	
   

  	
  Morristown

  	
   

  	
  TN

  	
   

  	
  37814

  	
   

  	
  Lease

  	
   

  
	
  P0001061

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  1595 E Andrew Johnson Hwy

  	
   

  	
  Greenville

  	
   

  	
  TN

  	
   

  	
  37743

  	
   

  	
  Lease

  	
   

  
	
  P0001062

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  5227 Clinton Highway

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37912

  	
   

  	
  Lease

  	
   

  
	
  P0001063

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  4833 North Broadway

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37918

  	
   

  	
  Lease

  	
   

  
	
  P0001064

  	
   

  	
  D-Sea, Inc.

  	
   

  	
  Long John Silvers

  	
   

  	
  540 Highway 321 North

  	
   

  	
  Lenoir City

  	
   

  	
  TN

  	
   

  	
  37771

  	
   

  	
  Lease

  	
   

  
	
  P0001065

  	
   

  	
  Excel Motorsports

  	
   

  	
  Excel Motorsports

  	
   

  	
  8800 W. Colfax Ave.

  	
   

  	
  Lakewood

  	
   

  	
  CO

  	
   

  	
  80215

  	
   

  	
  Lease

  	
   

  
	
  P0001066

  	
   

  	
  Excel Motorsports

  	
   

  	
  Excel Motorsports

  	
   

  	
  6950 E. Colfax Ave.

  	
   

  	
  Denver

  	
   

  	
  CO

  	
   

  	
  80220

  	
   

  	
  Lease

  	
   

  
	
  P0001068

  	
   

  	
  Stephen A. Hall Enterprises, LLC

  	
   

  	
  Mitsubishi

  	
   

  	
  677 East Interstate 20

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76018

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001070

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  3125 Agency Street

  	
   

  	
  Burlington

  	
   

  	
  IA

  	
   

  	
  52601-1908

  	
   

  	
  Lease

  	
   

  
	
  P0001071

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  2075 John F. Kennedy Road

  	
   

  	
  Dubuque

  	
   

  	
  IA

  	
   

  	
  52002-3815

  	
   

  	
  Lease

  	
   

  
	
  P0001072

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  49 Cedar Street

  	
   

  	
  Tipton

  	
   

  	
  IA

  	
   

  	
  52772-1752

  	
   

  	
  Lease

  	
   

  
	
  P0001073

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1310 N. Roosevelt Ave

  	
   

  	
  Burlington

  	
   

  	
  IA

  	
   

  	
  52601-2047

  	
   

  	
  Lease

  	
   

  
	
  P0001074

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1845 8th Street SE

  	
   

  	
  Dyersville

  	
   

  	
  IA

  	
   

  	
  52040-2156

  	
   

  	
  Lease

  	
   

  
	
  P0001075

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1640 First Street West

  	
   

  	
  Independence

  	
   

  	
  IA

  	
   

  	
  50644-2322

  	
   

  	
  Lease

  	
   

  
	
  P0001076

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1129 E. Main Street

  	
   

  	
  Manchester

  	
   

  	
  IA

  	
   

  	
  52057-1829

  	
   

  	
  Lease

  	
   

  
	
  P0001077

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  709 First Ave

  	
   

  	
  Rock Falls

  	
   

  	
  IL

  	
   

  	
  61071-1765

  	
   

  	
  Lease

  	
   

  
	
  P0001078

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1616 N. Second Street

  	
   

  	
  Clinton

  	
   

  	
  IA

  	
   

  	
  52732-2861

  	
   

  	
  Lease

  	
   

  
	
  P0001079

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  1320 11th Street

  	
   

  	
  De Witt

  	
   

  	
  IA

  	
   

  	
  52742-1224

  	
   

  	
  Lease

  	
   

  
	
  P0001080

  	
   

  	
  Restaurant Resources

  	
   

  	
  Pizza Hut

  	
   

  	
  701 N. Main Street

  	
   

  	
  Savanna

  	
   

  	
  IL

  	
   

  	
  61074-1318

  	
   

  	
  Lease

  	
   

  
	
  P0001084

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  10550 S Avenue B

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60617

  	
   

  	
  Lease

  	
   

  
	
  P0001085

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  1750 N Harlem Ave

  	
   

  	
  Elmwood Park

  	
   

  	
  IL

  	
   

  	
  60707

  	
   

  	
  Lease

  	
   

  
	
  P0001086

  	
   

  	
  St. Ann Enterprises

  	
   

  	
  Burger King

  	
   

  	
  10458 Saint Charles Rock Rd

  	
   

  	
  Saint Ann

  	
   

  	
  MO

  	
   

  	
  63074

  	
   

  	
  Lease

  	
   

  
	
  P0001087

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  725 US Highway 24 W

  	
   

  	
  Gilman

  	
   

  	
  IL

  	
   

  	
  60938

  	
   

  	
  Lease

  	
   

  
	
  P0001088

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  2651 S Veterans Pkwy

  	
   

  	
  Springfield

  	
   

  	
  IL

  	
   

  	
  62704

  	
   

  	
  Lease

  	
   

  
	
  P0001089

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  1308 N Keller Dr

  	
   

  	
  Effingham

  	
   

  	
  IL

  	
   

  	
  62401

  	
   

  	
  Lease

  	
   

  
	
  P0001090

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  4241 N Prospect St

  	
   

  	
  Decatur

  	
   

  	
  IL

  	
   

  	
  62526

  	
   

  	
  Lease

  	
   

  
	
  P0001091

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  2901 S Grand Ave E

  	
   

  	
  Springfield

  	
   

  	
  IL

  	
   

  	
  62703

  	
   

  	
  Lease

  	
   

  
	
  P0001092

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  1144 W Boughton Rd

  	
   

  	
  Bolingbrook

  	
   

  	
  IL

  	
   

  	
  60440

  	
   

  	
  Lease

  	
   

  
	
  P0001094

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  1290 Normantown Rd

  	
   

  	
  Romeoville

  	
   

  	
  IL

  	
   

  	
  60446

  	
   

  	
  Lease

  	
   

  
	
  P0001095

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  1503 Woodlawn Rd

  	
   

  	
  Lincoln

  	
   

  	
  IL

  	
   

  	
  62656

  	
   

  	
  Lease

  	
   

  
	
  P0001097

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1602 N. 8th Street

  	
   

  	
  Vandalia

  	
   

  	
  IL

  	
   

  	
  62471

  	
   

  	
  Lease

  	
   

  
	
  P0001098

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  105 W. Lincoln Ave

  	
   

  	
  Charleston

  	
   

  	
  IL

  	
   

  	
  61920

  	
   

  	
  Lease

  	
   

  
	
  P0001099

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  205 N. Keller Dr

  	
   

  	
  Effingham

  	
   

  	
  IL

  	
   

  	
  62401

  	
   

  	
  Lease

  	
   

  
	
  P0001100

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1204 German Street

  	
   

  	
  Maquoketa

  	
   

  	
  IA

  	
   

  	
  52060

  	
   

  	
  Lease

  	
   

  
	
  P0001101

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1215 W. Main Street

  	
   

  	
  Shelbyville

  	
   

  	
  IL

  	
   

  	
  62565

  	
   

  	
  Lease

  	
   

  
	
  P0001102

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  303 W. Springfield Road

  	
   

  	
  Taylorville

  	
   

  	
  IL

  	
   

  	
  62568

  	
   

  	
  Lease

  	
   

  
	
  P0001103

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1600 West Euclid Ave

  	
   

  	
  Des Moines

  	
   

  	
  IA

  	
   

  	
  50313

  	
   

  	
  Lease

  	
   

  
	
  P0001104

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1002 Short Street

  	
   

  	
  Decorah

  	
   

  	
  IA

  	
   

  	
  52101

  	
   

  	
  Lease

  	
   

  
	
  P0001105

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  303 N. K Ave

  	
   

  	
  Vinton

  	
   

  	
  IA

  	
   

  	
  52349

  	
   

  	
  Lease

  	
   

  
	
  P0001106

  	
   

  	
  Mid-Ohio Restaurant Mgmt., Inc.

  	
   

  	
  Wendy’s

  	
   

  	
  4965 East Pike

  	
   

  	
  Zanesville

  	
   

  	
  OH

  	
   

  	
  43701

  	
   

  	
  Lease

  	
   

  
	
  P0001107

  	
   

  	
  Golden Partners

  	
   

  	
  Golden Corral

  	
   

  	
  1801 S. Waldron

  	
   

  	
  Fort Smith

  	
   

  	
  AR

  	
   

  	
  72903

  	
   

  	
  Lease

  	
   

  
	
  P0001108

  	
   

  	
  Golden Partners

  	
   

  	
  Golden Corral

  	
   

  	
  3551 Shepherd of the Hills Expressway

  	
   

  	
  Branson

  	
   

  	
  MO

  	
   

  	
  65616

  	
   

  	
  Lease

  	
   

  
	
  P0001109

  	
   

  	
  Golden Partners

  	
   

  	
  Golden Corral

  	
   

  	
  2020 E. Primrose

  	
   

  	
  Springfield

  	
   

  	
  MO

  	
   

  	
  65804

  	
   

  	
  Lease

  	
   

  
	
  P0001111

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1518 S. Washington Street

  	
   

  	
  Crawfordsville

  	
   

  	
  IN

  	
   

  	
  47933

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001112

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  545 S. State Road 67

  	
   

  	
  Mooresville

  	
   

  	
  IN

  	
   

  	
  46158

  	
   

  	
  Lease

  	
   

  
	
  P0001114

  	
   

  	
  U.S. Beef Corporation

  	
   

  	
  Arby’s

  	
   

  	
  437 W. Grand Ave

  	
   

  	
  Chickasa

  	
   

  	
  OK

  	
   

  	
  73018

  	
   

  	
  Lease

  	
   

  
	
  P0001117

  	
   

  	
  CJM Enterprises, Inc.

  	
   

  	
  Doc’s Bar-B-Q

  	
   

  	
  1601 N. Mississippi Ave

  	
   

  	
  Ada

  	
   

  	
  OK

  	
   

  	
  74820

  	
   

  	
  Lease

  	
   

  
	
  P0001118

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  1550 Appleton Road

  	
   

  	
  Menasha

  	
   

  	
  WI

  	
   

  	
  54952

  	
   

  	
  Lease

  	
   

  
	
  P0001119

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  498 SE State Route 291

  	
   

  	
  Lees Summit

  	
   

  	
  MO

  	
   

  	
  64063

  	
   

  	
  Lease

  	
   

  
	
  P0001120

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  2333 Missouri Blvd

  	
   

  	
  Jefferson City

  	
   

  	
  MO

  	
   

  	
  65109

  	
   

  	
  Lease

  	
   

  
	
  P0001121

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  5550 Highway 52 N

  	
   

  	
  Rochester

  	
   

  	
  MN

  	
   

  	
  55901

  	
   

  	
  Lease

  	
   

  
	
  P0001122

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  439 W. Coliseum Blvd

  	
   

  	
  Fort Wayne

  	
   

  	
  IN

  	
   

  	
  46805

  	
   

  	
  Lease

  	
   

  
	
  P0001124

  	
   

  	
  Seed Restaurant Group Inc.

  	
   

  	
  Fazoli’s

  	
   

  	
  810 SW US Highway 40

  	
   

  	
  Blue Springs

  	
   

  	
  MO

  	
   

  	
  64015

  	
   

  	
  Lease

  	
   

  
	
  P0001157

  	
   

  	
  Crème de la Crème

  	
   

  	
  Crème de la Crème

  	
   

  	
  7550 Park Meadows Dr

  	
   

  	
  Lone Tree

  	
   

  	
  CO

  	
   

  	
  80124

  	
   

  	
  Lease

  	
   

  
	
  P0001158

  	
   

  	
  Crème de la Crème

  	
   

  	
  Crème de la Crème

  	
   

  	
  4625 Weaver Parkway

  	
   

  	
  Warrenville

  	
   

  	
  IL

  	
   

  	
  60555

  	
   

  	
  Lease

  	
   

  
	
  P0001159

  	
   

  	
  Crème de la Crème

  	
   

  	
  Crème de la Crème

  	
   

  	
  4600 West 115th Street

  	
   

  	
  Leawood

  	
   

  	
  KS

  	
   

  	
  66211

  	
   

  	
  Lease

  	
   

  
	
  P0001167

  	
   

  	
  Regal Entertainment, Inc.

  	
   

  	
  Regal Cinemas

  	
   

  	
  950 Foxcroft Avenue

  	
   

  	
  Martinsburg

  	
   

  	
  WV

  	
   

  	
  25401

  	
   

  	
  Lease

  	
   

  
	
  P0001168

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  1550 Pulsar Drive

  	
   

  	
  Colorado Springs

  	
   

  	
  CO

  	
   

  	
  80916

  	
   

  	
  Lease

  	
   

  
	
  P0001169

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  1807 Martin Luther King Jr. Blvd

  	
   

  	
  Durham

  	
   

  	
  NC

  	
   

  	
  27707

  	
   

  	
  Lease

  	
   

  
	
  P0001170

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  5320 Forest Drive

  	
   

  	
  Columbia

  	
   

  	
  SC

  	
   

  	
  29206

  	
   

  	
  Lease

  	
   

  
	
  P0001171

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  3636 Manhattan Ave

  	
   

  	
  Ft. Collins

  	
   

  	
  CO

  	
   

  	
  80526

  	
   

  	
  Lease

  	
   

  
	
  P0001172

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  4822 Koger Blvd

  	
   

  	
  Greensboro

  	
   

  	
  NC

  	
   

  	
  27407

  	
   

  	
  Lease

  	
   

  
	
  P0001173

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  201 Tall Pines Avenue

  	
   

  	
  Longview

  	
   

  	
  TX

  	
   

  	
  75605

  	
   

  	
  Lease

  	
   

  
	
  P0001174

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  111 Cinema Drive

  	
   

  	
  Wilmington

  	
   

  	
  NC

  	
   

  	
  28403

  	
   

  	
  Lease

  	
   

  
	
  P0001203

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  3547 Reynolda Road

  	
   

  	
  Winston-Salem

  	
   

  	
  NC

  	
   

  	
  27106

  	
   

  	
  Lease

  	
   

  
	
  P0001204

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  1892 W. Market Street

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44313

  	
   

  	
  Lease

  	
   

  
	
  P0001205

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  2490 Shawnee Road

  	
   

  	
  Lima

  	
   

  	
  OH

  	
   

  	
  45806

  	
   

  	
  Lease

  	
   

  
	
  P0001206

  	
   

  	
  Platinum Restaurant Group

  	
   

  	
  Eddie Merlot’s

  	
   

  	
  1502 Illinois Road South

  	
   

  	
  Ft. Wayne

  	
   

  	
  IN

  	
   

  	
  46804

  	
   

  	
  Lease

  	
   

  
	
  P0001207

  	
   

  	
  Platinum Restaurant Group

  	
   

  	
  Eddie Merlot’s

  	
   

  	
  3645 E. 96th Street

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46240

  	
   

  	
  Lease

  	
   

  
	
  P0001208

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  365 Amherst Street

  	
   

  	
  Buffalo

  	
   

  	
  NY

  	
   

  	
  14207

  	
   

  	
  Lease

  	
   

  
	
  P0001209

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  1083 Hertel Avenue

  	
   

  	
  Buffalo

  	
   

  	
  NY

  	
   

  	
  14216

  	
   

  	
  Lease

  	
   

  
	
  P0001210

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  1459 French Road

  	
   

  	
  Cheektowaga

  	
   

  	
  NY

  	
   

  	
  14225

  	
   

  	
  Lease

  	
   

  
	
  P0001211

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  34 Hamburg Street

  	
   

  	
  East Aurora

  	
   

  	
  NY

  	
   

  	
  14052

  	
   

  	
  Lease

  	
   

  
	
  P0001212

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  6933 Erie Road

  	
   

  	
  Evans

  	
   

  	
  NY

  	
   

  	
  14047

  	
   

  	
  Lease

  	
   

  
	
  P0001213

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  937 Fairmount Avenue

  	
   

  	
  Jamestown

  	
   

  	
  NY

  	
   

  	
  14701

  	
   

  	
  Lease

  	
   

  
	
  P0001214

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  3701 Diann Marie Road

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  40242

  	
   

  	
  Lease

  	
   

  
	
  P0001216

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  6450 Outer Loop

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  40228

  	
   

  	
  Lease

  	
   

  
	
  P0001217

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  2553 Military Road

  	
   

  	
  Niagara Falls

  	
   

  	
  NY

  	
   

  	
  14304

  	
   

  	
  Lease

  	
   

  
	
  P0001218

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  10 South Cascade Street

  	
   

  	
  Springville

  	
   

  	
  NY

  	
   

  	
  14141

  	
   

  	
  Lease

  	
   

  
	
  P0001221

  	
   

  	
  Capitol Racquet Sports, Inc.

  	
   

  	
  Courthouse Athletic Club

  	
   

  	
  300 Glen Creek Road NW

  	
   

  	
  Salem

  	
   

  	
  OR

  	
   

  	
  97304

  	
   

  	
  Lease

  	
   

  
	
  P0001222

  	
   

  	
  Capitol Racquet Sports, Inc.

  	
   

  	
  Courthouse Athletic Club

  	
   

  	
  6250 Commercial St S

  	
   

  	
  Salem

  	
   

  	
  OR

  	
   

  	
  97306

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001223

  	
   

  	
  Capitol Racquet Sports, Inc.

  	
   

  	
  Courthouse Athletic Club

  	
   

  	
  4132 Devonshire N

  	
   

  	
  Salem

  	
   

  	
  OR

  	
   

  	
  97305

  	
   

  	
  Lease

  	
   

  
	
  P0001224

  	
   

  	
  Capitol Racquet Sports, Inc.

  	
   

  	
  Courthouse Athletic Club

  	
   

  	
  6425 Wheatland Road N

  	
   

  	
  Salem

  	
   

  	
  OR

  	
   

  	
  97303

  	
   

  	
  Lease

  	
   

  
	
  P0001225

  	
   

  	
  Capitol Racquet Sports, Inc.

  	
   

  	
  Courthouse Athletic Club

  	
   

  	
  2975 River Road S

  	
   

  	
  Salem

  	
   

  	
  OR

  	
   

  	
  97302

  	
   

  	
  Lease

  	
   

  
	
  P0001226

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  3930 E. DuPont Road

  	
   

  	
  Fort Wayne

  	
   

  	
  IN

  	
   

  	
  46825

  	
   

  	
  Lease

  	
   

  
	
  P0001220

  	
   

  	
  Pike Holding Nursery LLC

  	
   

  	
  Pike Nurseries

  	
   

  	
  6100 Lawrenceville Highway

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  30084

  	
   

  	
  Lease

  	
   

  
	
  P0001234

  	
   

  	
  Aspen Education Group, Inc.

  	
   

  	
  Academy of the Sierras

  	
   

  	
  42675 Road 44

  	
   

  	
  Reedley

  	
   

  	
  CA

  	
   

  	
  93654

  	
   

  	
  Lease

  	
   

  
	
  P0001235

  	
   

  	
  Aspen Education Group, Inc.

  	
   

  	
  Academy at Swift River

  	
   

  	
  151 South Street

  	
   

  	
  Cummington/Ashfield/Plainfield

  	
   

  	
  MA

  	
   

  	
  01026

  	
   

  	
  Lease

  	
   

  
	
  P0001236

  	
   

  	
  Aspen Education Group, Inc.

  	
   

  	
  New Leaf Academy

  	
   

  	
  2075 N. Rugby Road

  	
   

  	
  Hendersonville

  	
   

  	
  NC

  	
   

  	
  28791

  	
   

  	
  Lease

  	
   

  
	
  P0001237

  	
   

  	
  Aspen Education Group, Inc.

  	
   

  	
  Bromley Brook School

  	
   

  	
  2595 Depot Street

  	
   

  	
  Manchester

  	
   

  	
  VT

  	
   

  	
  05255

  	
   

  	
  Lease

  	
   

  
	
  P0001238

  	
   

  	
  Plastech Engineered Products

  	
   

  	
  Manufacturer

  	
   

  	
  1833 Frenchtown Center Drive

  	
   

  	
  Monroe

  	
   

  	
  MI

  	
   

  	
  48162

  	
   

  	
  Lease

  	
   

  
	
  P0001239

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theatres

  	
   

  	
  8601 W. 135th Street

  	
   

  	
  Overland Park

  	
   

  	
  KS

  	
   

  	
  66223

  	
   

  	
  Lease

  	
   

  
	
  P0001240

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theatres

  	
   

  	
  1325 N. Litchfield Road

  	
   

  	
  Goodyear

  	
   

  	
  AZ

  	
   

  	
  85336

  	
   

  	
  Lease

  	
   

  
	
  P0001241

  	
   

  	
  PamCo. Inc.

  	
   

  	
  Office Bldg

  	
   

  	
  425 Maestro Drive

  	
   

  	
  Reno

  	
   

  	
  NV

  	
   

  	
  89511

  	
   

  	
  Lease

  	
   

  
	
  P0001242

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  200 East Taylor Street

  	
   

  	
  Creston

  	
   

  	
  IA

  	
   

  	
  50801

  	
   

  	
  Lease

  	
   

  
	
  P0001243

  	
   

  	
  Q’s Restaurant Group

  	
   

  	
  Cheddar’s Casual Café

  	
   

  	
  11135 Causeway Boulevard

  	
   

  	
  Brandon

  	
   

  	
  FL

  	
   

  	
  33511

  	
   

  	
  Lease

  	
   

  
	
  P0001244

  	
   

  	
  Formed Fiber Technologies

  	
   

  	
  Manufacturing

  	
   

  	
  1630 Ferguson Court

  	
   

  	
  Sidney

  	
   

  	
  OH

  	
   

  	
  45365

  	
   

  	
  Lease

  	
   

  
	
  P0001245

  	
   

  	
  Aspen Education Group, Inc.

  	
   

  	
  Mount Bachelor Academy

  	
   

  	
  33051 N.E. Ochoco Highway

  	
   

  	
  Prineville

  	
   

  	
  OR

  	
   

  	
  97754

  	
   

  	
  Lease

  	
   

  
	
  P0001247

  	
   

  	
  Automotive Remarketing Group, Inc.

  	
   

  	
  Auto/RV Auctions

  	
   

  	
  11982 New Kings Road

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32219

  	
   

  	
  Lease

  	
   

  
	
  P0001248

  	
   

  	
  Automotive Remarketing Group, Inc.

  	
   

  	
  Auto/RV Auctions

  	
   

  	
  8544 E. Admiral Place

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74115

  	
   

  	
  Lease

  	
   

  
	
  P0001249

  	
   

  	
  Automotive Remarketing Group, Inc.

  	
   

  	
  Auto/RV Auctions

  	
   

  	
  2415 South Hwy 101

  	
   

  	
  Greenville

  	
   

  	
  SC

  	
   

  	
  29651

  	
   

  	
  Lease

  	
   

  
	
  P0001250

  	
   

  	
  Crème de la Crème

  	
   

  	
  Crème de la Crème

  	
   

  	
  501 Oakmont Lane

  	
   

  	
  Westmont

  	
   

  	
  IL

  	
   

  	
  60559

  	
   

  	
  Lease

  	
   

  
	
  P0001252

  	
   

  	
  Hardee’s Foods Systems, Inc.

  	
   

  	
  Hardee’s

  	
   

  	
  1208 Industrial Boulevard

  	
   

  	
  East Ellijay

  	
   

  	
  GA

  	
   

  	
  30539

  	
   

  	
  Lease

  	
   

  
	
  P0001253

  	
   

  	
  Hardee’s Foods Systems, Inc.

  	
   

  	
  Hardee’s

  	
   

  	
  451 W. Ottawa Street

  	
   

  	
  Paxton

  	
   

  	
  IL

  	
   

  	
  60957

  	
   

  	
  Lease

  	
   

  
	
  P0001254

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  408 N. Lincoln Road

  	
   

  	
  Escanaba

  	
   

  	
  MI

  	
   

  	
  49829

  	
   

  	
  Lease

  	
   

  
	
  P0001255

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  800 S. Washburn St

  	
   

  	
  Oshkosh

  	
   

  	
  WI

  	
   

  	
  54904

  	
   

  	
  Lease

  	
   

  
	
  P0001256

  	
   

  	
  Heartland Food Corp.

  	
   

  	
  Burger King

  	
   

  	
  13348 Washington Ave

  	
   

  	
  Sturtevant

  	
   

  	
  WI

  	
   

  	
  60617

  	
   

  	
  Lease

  	
   

  
	
  P0001257

  	
   

  	
  Hometown Folks, LLC

  	
   

  	
  Burger King

  	
   

  	
  2635 Decatur Pike

  	
   

  	
  Athens

  	
   

  	
  TN

  	
   

  	
  37303

  	
   

  	
  Lease

  	
   

  
	
  P0001258

  	
   

  	
  L & D Foods, Inc.

  	
   

  	
  Wendy’s

  	
   

  	
  6834 Wesley Street

  	
   

  	
  Greenville

  	
   

  	
  TX

  	
   

  	
  75402

  	
   

  	
  Lease

  	
   

  
	
  P0001259

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1010 Foxcroft Ave

  	
   

  	
  Martinsburg

  	
   

  	
  WV

  	
   

  	
  25401

  	
   

  	
  Lease

  	
   

  
	
  P0001261

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1224 S. Mission Street

  	
   

  	
  Mount Pleasant

  	
   

  	
  MI

  	
   

  	
  48858

  	
   

  	
  Lease

  	
   

  
	
  P0001262

  	
   

  	
  Arby’s Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  44905 Mound

  	
   

  	
  Sterling Heights

  	
   

  	
  MI

  	
   

  	
  48314

  	
   

  	
  Lease

  	
   

  
	
  P0001263

  	
   

  	
  Trefz & Trefz, Inc.

  	
   

  	
  Arby’s

  	
   

  	
  2209 Cherry Road

  	
   

  	
  Rock Hill

  	
   

  	
  SC

  	
   

  	
  29732

  	
   

  	
  Lease

  	
   

  
	
  P0001265

  	
   

  	
  Harris Foods

  	
   

  	
  Wendy’s

  	
   

  	
  177 N Lee St

  	
   

  	
  Forsyth

  	
   

  	
  GA

  	
   

  	
  31029

  	
   

  	
  Lease

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001266

  	
   

  	
  Harris Foods

  	
   

  	
  Wendy’s

  	
   

  	
  1961 Eatonton Rd

  	
   

  	
  Madison

  	
   

  	
  GA

  	
   

  	
  30650

  	
   

  	
  Lease

  	
   

  
	
  P0000339

  	
   

  	
  Tacala, L.L.C.

  	
   

  	
  Taco Bell

  	
   

  	
  4121 Hixson Pike

  	
   

  	
  Chattanooga

  	
   

  	
  TN

  	
   

  	
  37415-3111

  	
   

  	
  Lease

  	
   

  
	
  P0001110

  	
   

  	
  Golden Partners

  	
   

  	
  Golden Corral

  	
   

  	
  5001 Warden Road

  	
   

  	
  North Little Rock

  	
   

  	
  AR

  	
   

  	
  72116

  	
   

  	
  Lease

  	
   

  
	
  P0001096

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  708 Jackson Street

  	
   

  	
  Pana

  	
   

  	
  IL

  	
   

  	
  62557

  	
   

  	
  Lease

  	
   

  



 

















 


EXHIBIT A-2


 


MORTGAGE
LOAN SCHEDULE


 


Mortgages


 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0000981

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1321 Desiree Lane

  	
   

  	
  Hurst

  	
   

  	
  TX

  	
   

  	
  74145-4818

  	
   

  	
  Mortgage

  	
   

  
	
  P0000982

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2307 S Cooper St

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76015-1602

  	
   

  	
  Mortgage

  	
   

  
	
  P0000983

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5600 Camp Bowie Blvd

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76107-5119

  	
   

  	
  Mortgage

  	
   

  
	
  P0000984

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1528 Brown Trl

  	
   

  	
  Bedford

  	
   

  	
  TX

  	
   

  	
  76021-5343

  	
   

  	
  Mortgage

  	
   

  
	
  P0000985

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  7436 E Admiral Pl

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74115-7913

  	
   

  	
  Mortgage

  	
   

  
	
  P0000986

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  8601 Highway 80 W

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76116-6101

  	
   

  	
  Mortgage

  	
   

  
	
  P0000987

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  205 Spur 350

  	
   

  	
  Euless

  	
   

  	
  TX

  	
   

  	
  76040-4583

  	
   

  	
  Mortgage

  	
   

  
	
  P0000988

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  4117 Buffalo Gap Rd

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605-7233

  	
   

  	
  Mortgage

  	
   

  
	
  P0000989

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5748 SW Green Oaks Blvd

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76017-1201

  	
   

  	
  Mortgage

  	
   

  
	
  P0000990

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1550 W University Dr

  	
   

  	
  Denton

  	
   

  	
  TX

  	
   

  	
  76201-1790

  	
   

  	
  Mortgage

  	
   

  
	
  P0000991

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6350 Lake Worth Blvd

  	
   

  	
  Lake Worth

  	
   

  	
  TX

  	
   

  	
  76135-3102

  	
   

  	
  Mortgage

  	
   

  
	
  P0000992

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  8611 S Lewis Ave

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74137-3206

  	
   

  	
  Mortgage

  	
   

  
	
  P0000993

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5724 Broadway Blvd

  	
   

  	
  Garland

  	
   

  	
  TX

  	
   

  	
  75043-5818

  	
   

  	
  Mortgage

  	
   

  
	
  P0000994

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1113 W Northwest Hwy

  	
   

  	
  Grapevine

  	
   

  	
  TX

  	
   

  	
  76051-5034

  	
   

  	
  Mortgage

  	
   

  
	
  P0000995

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  301 W Shawnee St

  	
   

  	
  Muskogee

  	
   

  	
  OK

  	
   

  	
  74401-4152

  	
   

  	
  Mortgage

  	
   

  
	
  P0000996

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2001 NW 23rd St

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73106-1203

  	
   

  	
  Mortgage

  	
   

  
	
  P0000997

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  7057 Ridgmar Meadow Rd

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76116-1516

  	
   

  	
  Mortgage

  	
   

  
	
  P0000998

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1210 W Will Rogers Blvd

  	
   

  	
  Claremore

  	
   

  	
  OK

  	
   

  	
  74017-3426

  	
   

  	
  Mortgage

  	
   

  
	
  P0000999

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1301 S Meridian Ave

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73108-1707

  	
   

  	
  Mortgage

  	
   

  
	
  P0001000

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6112 S Garnett Rd

  	
   

  	
  Broken Arrow

  	
   

  	
  OK

  	
   

  	
  74012-1217

  	
   

  	
  Mortgage

  	
   

  
	
  P0001001

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2630 S Buckner Blvd

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75227-6901

  	
   

  	
  Mortgage

  	
   

  
	
  P0001002

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  722 S Main St

  	
   

  	
  Sapulpa

  	
   

  	
  OK

  	
   

  	
  74066-5104

  	
   

  	
  Mortgage

  	
   

  
	
  P0001003

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5010 US Highway 277 S

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605-4543

  	
   

  	
  Mortgage

  	
   

  
	
  P0001004

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3023 SW 29th St

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73119-1713

  	
   

  	
  Mortgage

  	
   

  
	
  P0001005

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6834 Wesley St

  	
   

  	
  Greenville

  	
   

  	
  TX

  	
   

  	
  75402-7303

  	
   

  	
  Mortgage

  	
   

  
	
  P0001006

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2951 N Belt Line Rd

  	
   

  	
  Irving

  	
   

  	
  TX

  	
   

  	
  75062-5248

  	
   

  	
  Mortgage

  	
   

  
	
  P0001007

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5380 N Beach St

  	
   

  	
  Haltom City

  	
   

  	
  TX

  	
   

  	
  76137-2730

  	
   

  	
  Mortgage

  	
   

  
	
  P0001008

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5341 William D Tate Ave

  	
   

  	
  Grapevine

  	
   

  	
  TX

  	
   

  	
  76051-7357

  	
   

  	
  Mortgage

  	
   

  
	
  P0001009

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2404 Westport Pkwy

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76177-5302

  	
   

  	
  Mortgage

  	
   

  
	
  P0001010

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3204 SE Loop 820

  	
   

  	
  Forest Hill

  	
   

  	
  TX

  	
   

  	
  76140-1107

  	
   

  	
  Mortgage

  	
   

  
	
  P0001011

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3700 Eldorado Pkwy

  	
   

  	
  McKinney

  	
   

  	
  TX

  	
   

  	
  75070-4228

  	
   

  	
  Mortgage

  	
   

  
	
  P0001012

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5032 S Sheridan Rd

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74145-5714

  	
   

  	
  Mortgage

  	
   

  



 


A-2

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001013

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1725 W Owen K Garriott Rd

  	
   

  	
  Enid

  	
   

  	
  OK

  	
   

  	
  73703-5604

  	
   

  	
  Mortgage

  	
   

  
	
  P0001014

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2814 E 11th St

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74104-4113

  	
   

  	
  Mortgage

  	
   

  
	
  P0001015

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2305 E Southlake Blvd

  	
   

  	
  Southlake

  	
   

  	
  TX

  	
   

  	
  76092-6603

  	
   

  	
  Mortgage

  	
   

  
	
  P0001016

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1603 S Main St

  	
   

  	
  Atmore

  	
   

  	
  AL

  	
   

  	
  36502-3501

  	
   

  	
  Mortgage

  	
   

  
	
  P0001017

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5605 E Rite Rd

  	
   

  	
  Theodore

  	
   

  	
  AL

  	
   

  	
  36582-1665

  	
   

  	
  Mortgage

  	
   

  
	
  P0001018

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  8300 NW 103rd St

  	
   

  	
  Hialeah

  	
   

  	
  FL

  	
   

  	
  33016-2253

  	
   

  	
  Mortgage

  	
   

  
	
  P0001019

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  615 N Dixie Fwy

  	
   

  	
  New Smyrna Beach

  	
   

  	
  FL

  	
   

  	
  32168-6409

  	
   

  	
  Mortgage

  	
   

  
	
  P0001020

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  7522 Southgate Blvd

  	
   

  	
  Margate

  	
   

  	
  FL

  	
   

  	
  33068-1362

  	
   

  	
  Mortgage

  	
   

  
	
  P0001021

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5121 Powerline Rd

  	
   

  	
  Fort Lauderdale

  	
   

  	
  FL

  	
   

  	
  33309-3156

  	
   

  	
  Mortgage

  	
   

  
	
  P0001022

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  3012 W Hillsborough Ave

  	
   

  	
  Tampa

  	
   

  	
  FL

  	
   

  	
  33614-5963

  	
   

  	
  Mortgage

  	
   

  
	
  P0001023

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  10824 S US Highway 41

  	
   

  	
  Gibsonton

  	
   

  	
  FL

  	
   

  	
  33534-4708

  	
   

  	
  Mortgage

  	
   

  
	
  P0001024

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  2636 S Smithville Rd

  	
   

  	
  Dayton

  	
   

  	
  OH

  	
   

  	
  45420-2642

  	
   

  	
  Mortgage

  	
   

  
	
  P0001025

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3210 Library Rd

  	
   

  	
  Castle Shannon

  	
   

  	
  PA

  	
   

  	
  15234-2631

  	
   

  	
  Mortgage

  	
   

  
	
  P0001026

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3317 Agency St

  	
   

  	
  Burlington

  	
   

  	
  IA

  	
   

  	
  52601-1959

  	
   

  	
  Mortgage

  	
   

  
	
  P0001027

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  311 E Oakland Ave

  	
   

  	
  Camilla

  	
   

  	
  GA

  	
   

  	
  31730-1969

  	
   

  	
  Mortgage

  	
   

  
	
  P0001028

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  2815 Montgomery St

  	
   

  	
  Savannah

  	
   

  	
  GA

  	
   

  	
  31405-3200

  	
   

  	
  Mortgage

  	
   

  
	
  P0001029

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1501 Manchester Expy

  	
   

  	
  Columbus

  	
   

  	
  GA

  	
   

  	
  31904-6659

  	
   

  	
  Mortgage

  	
   

  
	
  P0001030

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  203 W 6th St

  	
   

  	
  Waynesboro

  	
   

  	
  GA

  	
   

  	
  30830-1461

  	
   

  	
  Mortgage

  	
   

  
	
  P0001031

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  402 Columbia St

  	
   

  	
  Blakeley

  	
   

  	
  GA

  	
   

  	
  31723-1703

  	
   

  	
  Mortgage

  	
   

  
	
  P0001032

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  2196 US Highway 17

  	
   

  	
  Richmond Hill

  	
   

  	
  GA

  	
   

  	
  31324-3671

  	
   

  	
  Mortgage

  	
   

  
	
  P0001033

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  3602 Peach Orchard Rd

  	
   

  	
  Augusta

  	
   

  	
  GA

  	
   

  	
  30906-9436

  	
   

  	
  Mortgage

  	
   

  
	
  P0001034

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  760 E King Avenue

  	
   

  	
  Kingsland

  	
   

  	
  GA

  	
   

  	
  31548-6317

  	
   

  	
  Mortgage

  	
   

  
	
  P0001035

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  310 W Taylor St

  	
   

  	
  Griffin

  	
   

  	
  GA

  	
   

  	
  30223-3029

  	
   

  	
  Mortgage

  	
   

  
	
  P0001036

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5621 Riverdale Dr

  	
   

  	
  College Park

  	
   

  	
  GA

  	
   

  	
  30349-6443

  	
   

  	
  Mortgage

  	
   

  
	
  P0001037

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1496 US Highway 19

  	
   

  	
  Leesburg

  	
   

  	
  GA

  	
   

  	
  31763-4834

  	
   

  	
  Mortgage

  	
   

  
	
  P0001038

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  950 E Boston St

  	
   

  	
  Covington

  	
   

  	
  LA

  	
   

  	
  70433-3282

  	
   

  	
  Mortgage

  	
   

  
	
  P0001039

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  2602 Washington Ave

  	
   

  	
  Alton

  	
   

  	
  IL

  	
   

  	
  62002-5466

  	
   

  	
  Mortgage

  	
   

  
	
  P0001040

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3510 Gravois Ave

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63118-3504

  	
   

  	
  Mortgage

  	
   

  
	
  P0001041

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5060 Hardy St

  	
   

  	
  Hattiesburg

  	
   

  	
  MS

  	
   

  	
  39402-1307

  	
   

  	
  Mortgage

  	
   

  
	
  P0001042

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  300 US Highway 80 W

  	
   

  	
  Clinton

  	
   

  	
  MS

  	
   

  	
  39056

  	
   

  	
  Mortgage

  	
   

  
	
  P0001043

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1259 Ellis Ave

  	
   

  	
  Jackson

  	
   

  	
  MS

  	
   

  	
  39209-7328

  	
   

  	
  Mortgage

  	
   

  
	
  P0001044

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  179 Sgt Prentiss Dr

  	
   

  	
  Natchez

  	
   

  	
  MS

  	
   

  	
  39120-4733

  	
   

  	
  Mortgage

  	
   

  
	
  P0001045

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  198 Northside Dr

  	
   

  	
  Newton

  	
   

  	
  MS

  	
   

  	
  39345-9747

  	
   

  	
  Mortgage

  	
   

  



 

















 


	
  Property ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address 1

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Investment

  Type

  	
   

  
	
  P0001046

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  614 Central Ave W

  	
   

  	
  Wiggins

  	
   

  	
  MS

  	
   

  	
  39577-2531

  	
   

  	
  Mortgage

  	
   

  
	
  P0001047

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  550 E Baruch St

  	
   

  	
  Denmark

  	
   

  	
  SC

  	
   

  	
  29042-1307

  	
   

  	
  Mortgage

  	
   

  
	
  P0000872

  	
   

  	
  CBH2O

  	
   

  	
  Camelback Ski Resort

  	
   

  	
  #1 Camelback Road

  	
   

  	
  Tannersville

  	
   

  	
  PA

  	
   

  	
  18372

  	
   

  	
  Mortgage

  	
   

  
	
  P0001125

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  10401 S. US Highway 1

  	
   

  	
  Port Saint Lucie

  	
   

  	
  FL

  	
   

  	
  34952-5645

  	
   

  	
  Mortgage

  	
   

  
	
  P0001126

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  6170 Congress Ave

  	
   

  	
  Lantana

  	
   

  	
  FL

  	
   

  	
  33462-2300

  	
   

  	
  Mortgage

  	
   

  
	
  P0001127

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  670 S US Highway 1

  	
   

  	
  Vero Beach

  	
   

  	
  FL

  	
   

  	
  32962-4507

  	
   

  	
  Mortgage

  	
   

  
	
  P0001128

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  405 N. Main St

  	
   

  	
  La Fayette

  	
   

  	
  GA

  	
   

  	
  30728-2423

  	
   

  	
  Mortgage

  	
   

  
	
  P0001129

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  4607 N. Australian Ave

  	
   

  	
  West Palm Beach

  	
   

  	
  FL

  	
   

  	
  33407-2303

  	
   

  	
  Mortgage

  	
   

  
	
  P0001130

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  949 S. Main St

  	
   

  	
  Belle Glade

  	
   

  	
  FL

  	
   

  	
  33430-3430

  	
   

  	
  Mortgage

  	
   

  
	
  P0001131

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  2800 Congress Ave

  	
   

  	
  Lake Worth

  	
   

  	
  FL

  	
   

  	
  33461-2136

  	
   

  	
  Mortgage

  	
   

  
	
  P0001132

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  1112 N. Charles G. Seivers Blvd

  	
   

  	
  Clinton

  	
   

  	
  TN

  	
   

  	
  37716-3937

  	
   

  	
  Mortgage

  	
   

  
	
  P0001133

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  212 Cedar Lane

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37912-3507

  	
   

  	
  Mortgage

  	
   

  
	
  P0001134

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  2795 Highway 441 S

  	
   

  	
  Okeechobee

  	
   

  	
  FL

  	
   

  	
  34974-5839

  	
   

  	
  Mortgage

  	
   

  
	
  P0001135

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  7504 Clinton Hwy

  	
   

  	
  Powell

  	
   

  	
  TN

  	
   

  	
  37849-4105

  	
   

  	
  Mortgage

  	
   

  
	
  P0001136

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  776 Mountain Creek Road

  	
   

  	
  Chattanooga

  	
   

  	
  TN

  	
   

  	
  37405-1631

  	
   

  	
  Mortgage

  	
   

  
	
  P0001137

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  6591 Forest Hill Blvd

  	
   

  	
  West Palm Beach

  	
   

  	
  FL

  	
   

  	
  33413-3301

  	
   

  	
  Mortgage

  	
   

  
	
  P0001138

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  407 New Highway 68

  	
   

  	
  Sweetwater

  	
   

  	
  TN

  	
   

  	
  37874-1907

  	
   

  	
  Mortgage

  	
   

  
	
  P0001139

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  629 N. Main Street

  	
   

  	
  Crossville

  	
   

  	
  TN

  	
   

  	
  38555-6012

  	
   

  	
  Mortgage

  	
   

  
	
  P0001140

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  375 Hannum St

  	
   

  	
  Alcoa

  	
   

  	
  TN

  	
   

  	
  37701-2452

  	
   

  	
  Mortgage

  	
   

  
	
  P0001141

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  2418 Airport Hwy

  	
   

  	
  Alcoa

  	
   

  	
  TN

  	
   

  	
  37701-3188

  	
   

  	
  Mortgage

  	
   

  
	
  P0001142

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  7410 Rhea County Hwy

  	
   

  	
  Dayton

  	
   

  	
  TN

  	
   

  	
  37321-5910

  	
   

  	
  Mortgage

  	
   

  
	
  P0001143

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  10043 Dayton Pike

  	
   

  	
  Soddy Daisy

  	
   

  	
  TN

  	
   

  	
  37379-5004

  	
   

  	
  Mortgage

  	
   

  
	
  P0001144

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  354 Kimball Crossing

  	
   

  	
  Kimball

  	
   

  	
  TN

  	
   

  	
  37347-5627

  	
   

  	
  Mortgage

  	
   

  
	
  P0001145

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  1215 Congress Parkway NW

  	
   

  	
  Athens

  	
   

  	
  TN

  	
   

  	
  37303-1704

  	
   

  	
  Mortgage

  	
   

  
	
  P0001146

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  1624 S. Roane St

  	
   

  	
  Harriman

  	
   

  	
  TN

  	
   

  	
  37748-7536

  	
   

  	
  Mortgage

  	
   

  
	
  P0001147

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  290 S. Main St

  	
   

  	
  Trenton

  	
   

  	
  GA

  	
   

  	
  30752

  	
   

  	
  Mortgage

  	
   

  
	
  P0001148

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  430 Highway 411 S

  	
   

  	
  Chatsworth

  	
   

  	
  GA

  	
   

  	
  30705-5859

  	
   

  	
  Mortgage

  	
   

  
	
  P0001149

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  5454 Alabama Hwy

  	
   

  	
  Ringgold

  	
   

  	
  GA

  	
   

  	
  30736-2438

  	
   

  	
  Mortgage

  	
   

  
	
  P0001150

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  3428 N. Broadway St

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37917-2737

  	
   

  	
  Mortgage

  	
   

  
	
  P0001151

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  7343 Chapman Hwy

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37920-6682

  	
   

  	
  Mortgage

  	
   

  
	
  P0001152

  	
   

  	
  ADF Companies

  	
   

  	
  Pizza Hut

  	
   

  	
  3115 45th Street

  	
   

  	
  West Palm Beach

  	
   

  	
  FL

  	
   

  	
  33407-1915

  	
   

  	
  Mortgage

  	
   

  



 

















 


EXHIBIT B


 


FORM OF
REQUEST FOR RELEASE — PROPERTY MANAGER


 


[Date]


 


LaSalle Bank, National
Association


[ADDRESS]


 


Citibank, N.A.


388 Greenwich Street


14th Floor


New York, New York 10013


Attention:  Agency and Trust, Spirit Master Funding Series 200[    ]-[    ]


 


Spirit Master Funding,
LLC

[ADDITIONAL ISSUERS]


14631 N. Scottsdale Road,
Suite 200


Scottsdale, Arizona 85254


 


Re:                               Spirit
Master Funding, Net-Lease Mortgage Notes, Spirit Master Funding Series 200[  ]-[  ]


 


In connection with the administration of the Lease
Files held by or on behalf of you as trustee under that certain Amended and
Restated Property Management and Servicing Agreement, dated as of March 17,
2006 (the “Property Management Agreement”),
among Spirit Master Funding, LLC and [ADDITIONAL ISSUERS], each as an issuer
(each, an “Issuer”), the undersigned, as
property manager (the “Property Manager”)
and special servicer (the “Special Servicer”)
and Midland Loan Services, Inc., as back-up manager (the “Back-Up Manager”), the undersigned
as Property Manager hereby requests a release of the Lease File (or the portion
thereof specified below) held by the Custodian on behalf of the Indenture
Trustee with respect to the following described Lease for the reason indicated
below.


 


Tenant’s Name:                                                    


Address: 
                                                  


Lease No.: 
                                                  


 


If only particular documents in the Lease
File are requested, please specify which:


 


Reason for requesting Lease File (or portion
thereof):


 


o                                                                                    1.                                       Lease
paid in full and terminated.


 


The undersigned hereby certifies that all
amounts received in connection with the Lease that are required to be deposited
in the Collection Account


 


B-1

















 


pursuant to the Property Management
Agreement, have been or will be so deposited.


 


o                                                                                    2.                                       Other.
(Describe)


 


The undersigned acknowledges that the above Lease File
(or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Property Management Agreement and will be returned
to you or your designee within ten (10) days of our receipt thereof,
unless the Lease has become a Liquidated Lease, in which case the Lease File
(or such portion thereof) will be retained by us permanently.


 


Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Property Management Agreement.


 


 


	
   

  	
  SPIRIT FINANCE CORPORATION

  
	
   

  	
  as Property Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


B-2

















 


EXHIBIT C


 


FORM OF
REQUEST FOR RELEASE — SPECIAL SERVICER


 


[Date]


 


LaSalle Bank, National
Association


[ADDRESS]


 


Spirit Master Funding,
LLC

[ADDITIONAL ISSUERS]


14631 N. Scottsdale Road,
Suite 200


Scottsdale, Arizona 85254


 


Re:                               Spirit
Master Funding, LLC, Net-Lease Mortgage Notes, Spirit Master Funding Series 200[  ]-[  ]


 


In connection with the administration of the Lease
Files held by or on behalf of you as trustee under that certain Amended and
Restated Property Management and Servicing Agreement, dated as of March 17,
2006 (the “Property Management Agreement”),
among Spirit Master Funding, LLC and [ADDITIONAL ISSUERS], each as issuer
(each, an “Issuer”), the undersigned, as
property manager (the “Property Manager”)
and special servicer (the “Special Servicer”)
and Midland Loan Services, Inc., as back-up manager (the “Back-Up Manager”), the undersigned
as Special Servicer hereby requests a release of the Lease File (or the portion
thereof specified below) held by the Custodian on behalf of the Indenture
Trustee with respect to the following described Lease for the reason indicated
below.


 


Tenant’s Name:                                        


Address: 
                                      


Loan No.: 
                                      


 


If only particular documents in the Lease
File are requested, please specify which:


 


Reason for requesting Lease File (or portion
thereof):


 


o                                                                                    1.                                       The
Tenant is being evicted.


 


o                                                                                    2.                                       Other.
(Describe)


 


The undersigned acknowledges that the above Lease File
(or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the Property Management Agreement and will be returned
to you or your designee within ten (10) days of our receipt thereof,
unless (i) the Tenant is being evicted, in which case the Lease File (or
such portion thereof) will be returned when no longer required by us for such
purpose, or (ii) we deliver to the Indenture Trustee an Officer’s
Certificate stating that the Lease has become a Liquidated Lease and all amounts
received or to be received in connection with such liquidation 


 


C-1

















 


that are required to be deposited into the Release
Account or the Collection Account pursuant to Section 3.04(a) of
the Property Management Agreement have been or will be so deposited.


 


Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Property Management Agreement.


 


 


	
   

  	
  SPIRIT FINANCE CORPORATION, as 

  
	
   

  	
  Special Servicer

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


C-2

















 


EXHIBIT D


 


FORM OF
LIMITED POWERS OF ATTORNEY

FROM ISSUER OR INDENTURE TRUSTEE


 


KNOW ALL MEN BY THESE PRESENTS:


 


WHEREAS, pursuant to that certain Amended and Restated
Property Management and Servicing Agreement, dated as of March 17, 2006
(the “Agreement”), among Spirit Master
Funding, LLC and [ADDITIONAL ISSUERS], each as Issuer (each, as “Issuer”), Spirit Finance
Corporation (“Spirit Finance”), as property
manager (the “Property Manager”) and special
servicer (the “Special Servicer”),
and Midland Loan Services, Inc., as back-up manager (the “Back-Up Manager”), the [Property Manager]  [Special Servicer] (hereafter,
the “Servicer”) administers and services
certain “Mortgaged Properties” and “Leases” as such terms are defined in the
Agreement, in accordance with the terms of the Agreement and such Leases; and,


 


WHEREAS, pursuant to the terms of the Agreement,
Spirit Finance is granted certain powers, responsibilities and authority in
connection with its servicing and administration subject to the terms of the
Agreement; and


 


WHEREAS, [ISSUER][the Indenture
Trustee] (hereafter, the “Grantor”)
has been requested by Spirit Finance pursuant to the Agreement to grant this
Limited Power of Attorney to Spirit Finance to enable it to execute and
deliver, on behalf of the Grantor, certain documents and instruments related to
the Mortgaged Properties and Leases, thereby empowering Spirit Finance to take
such actions as it deems necessary to comply with its servicing, administrative
and management duties under and in accordance with the Agreement.


 


NOW, THEREFORE, KNOW ALL MEN BY THESE
PRESENTS:


 


The Grantor does make, constitute and appoint [Spirit
Finance Corporation, a Delaware limited liability company], its true and lawful
agent and attorney in fact with respect to the Mortgaged Properties and Leases
held by the Grantor, in its name, place and stead, to (A) prepare, execute
and deliver: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the validity,
enforceability, perfection and priority of the Grantor’s interest in any real
property (collectively, the “Mortgaged Property”)
and any Lease with respect to any Mortgaged Property; (ii) subject to the
provisions of the Agreement, any and all modifications, waivers, consents,
assumptions, amendments or subordinations with respect to a Lease or documents
relating thereto; and (iii) any and all instruments necessary or
appropriate for the eviction of any Tenant under a Lease serviced by Spirit
Finance and consistent with the authority granted by the Agreement; and (B) to
take any and all actions on behalf of the Grantor in connection with
maintaining and defending the enforceability of any such Lease obligation,
including but not limited to the execution of any and all instruments necessary
or appropriate in defense of and for the collection and enforcement of said
Lease obligation in accordance with the terms of the Agreement.


 


D-1

















 


ARTICLE I


 


The enumeration of particular powers hereinabove is
not intended in any way to limit the grant to the Property Manager as the
Grantor’s attorney in fact of full power and authority with respect to the
Leases and Mortgaged Properties to execute and deliver any such documents,
instrument or other writing as fully, in all intents and purposes, as Grantor
might or could do if personally present. The Grantor hereby ratifies and
confirms whatsoever such attorney in fact shall and may do by virtue
hereof, and the Grantor agrees and represents to those dealing with such
attorney in fact that they may rely upon this power of attorney until
termination of the power of attorney under the provisions of Article III
below. As between the Grantor and the Property Manager, the Property Manager may not
exercise any right, authority or power granted by this instrument in a manner
that would violate the terms of the Agreement or the servicing standard imposed
on the Property Manager by the Agreement, but any and all third parties dealing
with Property Manager as the Grantor’s attorney in fact may rely
completely, unconditionally and conclusively on the Property Manager’s
authority and need not make inquiry about whether the Property Manager is
acting pursuant to the Agreement or such standard. Any trustee, title company
or other third party may rely upon a written statement by the Property
Manager that any particular lease or property in question is subject to and
included under this power of attorney and the Agreement.


 


ARTICLE II


 


An act or thing lawfully done hereunder by the
Property Manager shall be binding on the Grantor and the Grantor’s successor
and assigns.


 


ARTICLE III


 


This power of attorney shall continue in full force and
effect from the date hereof until the earlier of (a) one year from the
date hereof or (b) the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Grantor:


 


(i)                                     the
suspension or termination of this limited power of attorney by the Grantor;


 


(ii)                                  the
transfer of the Property Manager’s servicing rights and obligations as the [Property Manager][Special
Servicer] under the Agreement from the Property
Manager to another servicer;


 


(iii)                               the
appointment of a receiver or conservator with respect to the business of the
Property Manager;


 


(iv)                              the
filing of a voluntary or involuntary petition in bankruptcy by or against the
Property Manager; or


 


(v)                                 the
occurrence of a Servicer Replacement Event.


 


D-2

















 


Nothing herein shall be deemed to amend or modify the
Agreement or the respective rights, duties or obligations of the Grantor or
Spirit Finance thereunder, and nothing herein shall constitute a waiver of any
rights or remedies thereunder.


 


IN WITNESS WHEREOF, the Grantor has caused this
instrument to be executed and its corporate seal to be affixed hereto by its
officer duly authorized as of the        day of                         ,
        .


 


 


	
   

  	
  [                    ],

  as an Issuer under that certain Amended and

  Restated Property Management and

  Servicing Agreement dated as of March 17,

  2006

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  



 


D-3

















 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF

  	
  )

  



 


On the           
day of                             ,
        , before me, a notary public in
and for said State, personally appeared                                                     ,
known to me to be a                                                         
of                                           ,
one of the entities that executed the within instrument, and also known to me
to be the person who executed it on behalf of such entity, and acknowledged to
me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



[Notarial Seal]


 


D-4

















 


EXHIBIT E


 


CALCULATION
OF FIXED CHARGE COVERAGE RATIOS


 


1.                                       Adjusted
EBITDAR:  As to any Tenant (including
any Guarantor), an amount equal to the sum of (i) pre-tax income, (ii) interest
expense, (iii) all non-cash amounts in respect of depreciation and
amortization, (iv) all non-recurring expenses, (v) specifically
documented discretionary management fees, and (vi) all operating lease or
rent expense (including with respect to any Equipment Loans) less (vii) all
non-recurring income and normalized overhead based on parent company’s general and
administrative expenses as a percent of sales (if not available, industry
standards applied);


 


2.                                       Fixed
Charges:  As to any Obligor
(including any Guarantor), an amount equal to the sum of (i) total
operating lease or rent expenses, (ii) interest expense, and (iii) scheduled
principal payments on indebtedness, in each case for the period of time as to
which such figure is presented; and


 


3.                                       FCCR:  Adjusted EBITDAR/Fixed Charges.


 


Or in summarized Form


 


(EBITDA +
Management Fees + Rent) / ( Rent + Principal + Interest)


 

















 


EXHIBIT F


 


FORM OF
DETERMINATION DATE REPORT


 


	
  Payment Date:

  	
  Spirit Master Funding, LLC

  
	
  Spirit Master Funding II, LLC

  
	
   

  
	
  Determination
  Date:

  	
  Net Lease Mortgage Notes, Series 2005-1

  
	
  Net Lease Mortgage Notes, Series 2006-1

  



 


Current Property Stratification Tables: Aggregate
Pool


 


	
  Allocated
  Collateral Amount

  	
   

  	
  State

  	
   

  
	
  Allocated

  Collateral Amount

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  	
  State

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Current Property Stratification
Tables:  Aggregate Pool


 


	
  Interest/Lease
  Rate

  	
   

  	
  Remaining
  Stated Term

  	
   

  
	
  Interest/

  Lease

  Rate

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  	
  Remaining
  Stated

  Term

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Fixed
  Charge Coverage Ratio

  	
   

  	
  Seasoning

  	
   

  
	
  Fixed Charge

  Coverage Ratio

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  	
  Seasoning

  	
   

  	
  # of

  Properties

  	
   

  	
  Allocated

  Collateral Amount

  	
   

  	
  % of

  Coll.

  Amt.

  	
   

  	
  WAM

  	
   

  	
  Wgt. Avg

  Interest/Lease

  Rate

  	
   

  	
  Wgt. Avg

  FCCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Property Level Detail


 


	
  Reporting

  ID

  	
   

  	
  Property

  ID

  	
   

  	
  Collateral

  Type

  	
   

  	
  ODCR

  	
   

  	
  Property

  Type (1)

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Interest

  Allocation

  	
   

  	
  Principal

  Allocation

  	
   

  	
  Interest/

  Lease

  Rate

  	
   

  	
  Maturity

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Reporting

  ID

  	
   

  	
  Property

  ID

  	
   

  	
  Collateral

  Type

  	
   

  	
  Origination

  Date

  	
   

  	
  Remaining

  Term

  	
   

  	
  Beginning

  Allocated Collateral

  Amount

  	
   

  	
  Ending

  Allocated

  Collateral

  Amount

  	
   

  	
  Paid

  Thru

  Date

  	
   

  	
  Latest Financial

  Statement

  Date

  	
   

  	
  FCCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* - Corporate FCC


 


(1) Property Type


 


2-Restaurants


3-Automotive Dealers


4-Automotive Parts and Service


5-Distribution


6-Drug Stores


7-Education


8-Electronics Retailers


9-Movie Theaters


11-Specialty Retail


12-Travel Plazas/Truck Stops


13-Discount Retailers


14-Grocer


15-Other/Industrial


16-Recreational Facilities


17-Specialty Medical


18-Telecom


19-Beverage Distributors


20-Department Stores


21-Health Clubs/Gyms


22-Financial


23-Convenience Stores/Car
Washes


25-Interstate Travel Plazas


26-Banks


27-Waste Management


28-Lodging


29-Supermarkets


30-Gas/Propane


31-Plumbing/Electrical


32-Poultry Distribution


33-Wholesale Baked Goods


34-Warehousing


35-Light Manufacturing


36-Printing


37-Storage Facilities


 


2

















 


1


 


Tenant Purchase Option Detail


 




	
  Reporting ID

  	
   

  	
  Sale Date

  	
   

  	
  Allocated

  Collateral

  Amount

  	
   

  	
  Payoff

  Amount

  	
   

  	
  Unpaid

  Balances

  	
   

  	
  Expenses

  	
   

  	
  Property

  Protection

  Balances

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Historical Detail


 


	
  Delinquencies

  	
   

  
	
   

  	
   

  	
  30 to 59 Days

  	
   

  	
  60 to 89 Days

  	
   

  	
  90 or More Days

  	
   

  	
  Foreclosure

  	
   

  	
  REO

  	
   

  
	
  Payment 

  Date

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Delinquencies

  	
   

  	
  Prepayments

  	
   

  	
  Rates and Maturities

  	
   

  
	
   

  	
   

  	
  Modifications

  	
   

  	
  Curtailments

  	
   

  	
  Payoff

  	
   

  	
  Net Weighted

  	
   

  	
   

  	
   

  
	
  Payment 

  Date

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  #

  	
   

  	
  Balance

  	
   

  	
  Avg. 

  Coupon

  	
   

  	
  WAM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Delinquency Lease Detail


 


	
  Reporting

  	
   

  	
  # of

  Days

  	
   

  	
  Paid

  Through

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Status

  of

  	
   

  	
  Resolution

  Strategy

  	
   

  
	
  Delinquencies

  
	
  ID

  	
   

  	
  Delinq.

  	
   

  	
  Date

  	
   

  	
  30 to 59 days

  	
   

  	
  60 to 89 days

  	
   

  	
  90 or more days

  	
   

  	
  Contract (1)

  	
   

  	
  Code (2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Reporting

  ID

  	
   

  	
  Servicing

  Transfer

  Date

  	
   

  	
  Foreclosure

  Date

  	
   

  	
  Allocated

  Collateral

  Amount

  	
   

  	
  Outstanding

  Prop Protection

  Advances

  	
   

  	
  Bankruptcy

  Date

  	
   

  	
  REO

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






 


(1) Status of Contract


 


A - Payment Not Received But
Still in Grace Period


B - Late Payment But Less than
1 month Delinquent


0 - Current 


1 - One Month Delinquent


2 - Two Months Delinquent


3 - Three or More Months
Delinquent


4 - Assumed Scheduled Payment
(Performing Matured Balloon)


5 - Foreclosure


6 - REO


 


(2) Resolution Strategy Code


 


1 - Modification


2 - Foreclosure


3 - Bankruptcy


4 - Extension


5 - Note Sale


6 - Not Used


7 - REO


8 - Resolved


9 - Pending Return to Property
Manager


10 - Deed in Lieu of
Foreclosure


11 - Full Payoff


12 - Reps and Warrants


13 - Other or TBD


 


3

















 


Specially Serviced Lease Detail – Part 1


 


	
  Reporting

  ID

  	
   

  	
  Servicing

  Transfer

  Date

  	
   

  	
  Resolution

  Strategy

  Code (1)

  	
   

  	
  Allocated

  Collateral

  Amount

  	
   

  	
  Property

  Type (2)

  	
   

  	
  State

  	
   

  	
  Lease
  Rate

  	
   

  	
  Allocated

  Collateral

  Amount

  	
   

  	
  Net
  Operating

  Income

  	
   

  	
  FCCR
  Date

  	
   

  	
  FCCR

  	
   

  	
  Lease

  Date

  	
   

  	
  Maturity

  Date

  	
   

  	
  Remaining

  Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1) Resolution Strategy Code


 


1 - Modification


2 - Foreclosure


3 - Bankruptcy


4 - Extension


5 - Note Sale


6 - Not Used


7 - REO


8 - Resolved


9 - Pending Return to Property
Manager


10 - Deed in Lieu of
Foreclosure


11 - Full Payoff


12 - Reps and Warrants


13 - Other or TBD


 


(2) Property Type


 


2-Restaurants


3-Automotive Dealers


4-Automotive Parts and Service


5-Distribution


6-Drug Stores


7-Education


8-Electronics Retailers


9-Movie Theaters


11-Specialty Retail


12-Travel Plazas/Truck Stops


13-Discount Retailers


14-Grocer


15-Other/Industrial


16-Recreational Facilities


17-Specialty Medical


18-Telecom


19-Beverage Distributors


20-Department Stores


21-Health Clubs/Gyms


22-Financial 


23-Convenience Stores/Car
Washes


25-Interstate Travel Plazas


26-Banks


27-Waste Management


28-Lodging


29-Supermarkets


30-Gas/Propane


31-Plumbing/Electrical


32-Poultry Distribution


33-Wholesale Baked Goods


34-Warehousing


35-Light Manufacturing


36-Printing


37-Storage Facilities


 


Specially Serviced Lease Detail – Part 2


 


	
  Reporting

  ID

  	
   

  	
  Servicing

  Transfer

  Date

  	
   

  	
  Resolution

  Strategy

  Code (1)

  	
   

  	
  Site Inspection

  Date

  	
   

  	
  Appraisal

  Date

  	
   

  	
  Appraisal

  Value

  	
   

  	
  Other REO

  Property

  Revenue

  	
   

  	
  Comments from Special Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1) Resolution Strategy Code


 


1 - Modification


2 - Foreclosure


3 - Bankruptcy


4 - Extension


5 - Note Sale


6 - Not Used


7 - REO


8 - Resolved


9 - Pending Return to Property
Manager


10 - Deed in Lieu of
Foreclosure


11 - Full Payoff


12 - Reps and Warrants


13 - Other or TBD


 


4

















 


Liquidated Lease Detail


 


	
  Reporting ID

  	
   

  	
  Final

  Recovery

  Determination

  Date

  	
   

  	
  Appraisal

  Date

  	
   

  	
  Appraisal

  Value

  	
   

  	
  Actual Allocated

  Collateral

  Balance

  	
   

  	
  Gross

  Proceeds

  	
   

  	
  Gross Proceeds as

  a % of Allocated

  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Reporting ID

  	
   

  	
  Aggregate

  Liquidation

  Expenses *

  	
   

  	
  Net Liquidation

  Proceeds

  	
   

  	
  Net Proceeds as a 

  % of Allocated

  Balance

  	
   

  	
  Realized

  Losses

  	
   

  	
  Repurchased by

  Seller

  (Y/N)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*Aggregate liquidation expenses also include outstanding Property
Protection advances and unpaid fees


 


5

















 


EXHIBIT G


 


FORM OF
JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
“Agreement”), dated as of [         ],
200[   ], is entered into by and among [SPIRIT SPE] (the “New
Issuer”), SPIRIT FINANCE CORPORATION, in its capacity as Property Manager and
Special Servicer, as applicable, and MIDLAND LOAN SERVICES, INC., in its
capacity as Back-Up Manager, under that certain Amended and Restated Property
Management and Servicing Agreement, dated as of March 17, 2006, among Spirit
Master Funding, LLC, all Joining Parties, the Property Manager, the Special
Servicer and the Back-Up Manager (as the same may be amended, modified,
extended or restated from time to time, the “Property Management Agreement”).
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Property Management Agreement.


 


The New Issuer is a [ENTITY]
established under the laws of the State of [         ]
on [         ], 200[   ],
operates under an [Amended and Restated] [ENTITY AGREEMENT], dated as of [         ],
200[   ] (the “New Issuer Agreement”).


 


The New Issuer, the Property
Manager, the Special Servicer and the Back-Up Manager hereby agree as follows:


 


1.             The New Issuer hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, effective as of the date hereof, the
New Issuer shall become a party to the Property Management Agreement, shall be
deemed to be a signatory to the Property Management Agreement and shall have
all of the rights and obligations of an Issuer as specified in the Property
Management Agreement. The New Issuer hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the applicable terms, provisions and
conditions contained in the Property Management Agreement.


 


2.             The address of the New Issuer for purposes of Section
9.04(c) of the Property Management Agreement shall be as follows:


 


	
   

  	
  [ADDRESS]

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile
  No.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to

  
	
   

  	
   

  
	
   

  	
  [ADDRESS]

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile
  No.

  	
   

  	
   

  
						



 


3.             This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.


 


4.             THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 

















 


IN WITNESS WHEREOF, the New Issuer, the Property
Manager, the Special Servicer and the Back-Up Manager have caused this
Agreement to be duly executed by their respective officers or representatives
all as of the day and year first above written.


 


 


	
   

  	
  [NEW ISSUER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPIRIT FINANCE CORPORATION, as Property 

  
	
   

  	
  Manager and Special Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIDLAND LOAN SERVICES, INC., as Back-Up 

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


EXHIBIT H


 


SCHEDULE OF
MORTGAGE LOANS AND LEASES

SUBJECT TO INSURER NOTICE AND CONSENT


 


	
  Property ID

  	
   

  	
  Asset/Property Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip
  Code

  
	
  P0000872

  	
   

  	
  Camelback Ski Mountain

  	
   

  	
  #1 Camelback Road

  	
   

  	
  Tannersville

  	
   

  	
  PA

  	
   

  	
  18372

  



 


 

















 


EXHIBIT I


 


INDENTURE