Exhibit
10.1


 


EXECUTION
COPY


 




 





SPIRIT MASTER
FUNDING, LLC


 


as Issuer


 


and


 


SPIRIT
FINANCE CORPORATION

as Property
Manager and Special Servicer


 


and


 


MIDLAND
LOAN SERVICES, INC.

as Back-Up
Manager


 










 


PROPERTY
MANAGEMENT AND SERVICING AGREEMENT


 


Dated as of July26,
2005


 










 


Net-Lease
Mortgage Notes




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Defined Terms

  	
   

  
	
  Section
  1.02.

  	
  Other
  Definitional Provisions

  	
   

  
	
  Section
  1.03.

  	
  Certain
  Calculations in Respect of the Leases and the Mortgage Loans

  	
   

  
	
  Section
  1.04.

  	
  Fee
  Calculations; Interest Calculations

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  
	
  Section
  2.02.

  	
  Representations
  and Warranties of the Issuer

  	
   

  
	
  Section
  2.03.

  	
  Recordings
  and Filings; Books and Records

  	
   

  
	
  Section
  2.04.

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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III ADMINISTRATION AND SERVICING OF MORTGAGED PROPERTIES AND LEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  3.01.

  	
  Administration
  of the Mortgaged Properties, Leases and Mortgage Loans

  	
   

  
	
  Section
  3.02.

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

  	
   

  
	
  Section
  3.03.

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

  	
   

  
	
  Section
  3.04.

  	
  Collection
  Account; Release Account

  	
   

  
	
  Section
  3.05.

  	
  Withdrawals
  From the Collection Account and the Release Account

  	
   

  
	
  Section
  3.06.

  	
  Investment
  of Funds in the Collection Account and the Release Account

  	
   

  
	
  Section
  3.07.

  	
  Maintenance
  of Insurance Policies; Errors and Omissions and Fidelity Coverage

  	
   

  
	
  Section
  3.08.

  	
  Enforcement
  of Alienation Clauses; Consent to Assignment

  	
   

  
	
  Section
  3.09.

  	
  Realization
  Upon Specially Serviced Assets

  	
   

  
	
  Section
  3.10.

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

  	
   

  
	
  Section
  3.11.

  	
  Servicing
  Compensation; Interest on Property Protection Advances

  	
   

  
	
  Section
  3.12.

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

  	
   

  
	
  Section
  3.13.

  	
  Annual
  Statement as to Compliance

  	
   

  
	
  Section
  3.14.

  	
  Reports
  by Independent Public Accountants

  	
   

  



 





















 


	
  Section
  3.15.

  	
  Access
  to Certain Information; Delivery of Certain Information

  	
   

  
	
  Section
  3.16.

  	
  Appraisals
  After a Property Protection Event; Title to REO Property

  	
   

  
	
  Section
  3.17.

  	
  Management
  of REO Properties and Mortgaged Properties relating to Defaulted Assets

  	
   

  
	
  Section
  3.18.

  	
  Sale
  and Exchange of Mortgage Loans, Leases and Mortgaged Properties

  	
   

  
	
  Section
  3.19.

  	
  Modifications,
  Waivers, Amendments and Consents

  	
   

  
	
  Section
  3.20.

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

  	
   

  
	
  Section
  3.21.

  	
  Sub-Management
  Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV REPORTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.01.

  	
  Reports
  to the Issuer, the Indenture Trustee and the Insurers

  	
   

  
	
  Section
  4.02.

  	
  Use
  of Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V THE PROPERTY MANAGER AND THE SPECIAL SERVICER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.01.

  	
  Liability
  of the Property Manager and the Special Servicer

  	
   

  
	
  Section
  5.02.

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

  	
   

  
	
  Section
  5.03.

  	
  Limitation
  on Liability of the Property Manager and the Special Servicer; Environmental
  Liabilities

  	
   

  
	
  Section
  5.04.

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

  	
   

  
	
  Section
  5.05.

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

  	
   

  
	
  Section
  5.06.

  	
  [Reserved]

  	
   

  
	
  Section
  5.07.

  	
  Property
  Manager or Special Servicer as Owner of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI SERVICER REPLACEMENT EVENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  6.01.

  	
  Servicer
  Replacement Events

  	
   

  
	
  Section
  6.02.

  	
  Back-Up
  Manager

  	
   

  
	
  Section
  6.03.

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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII TRANSFERS AND EXCHANGES OF
  MORTGAGED PROPERTIES AND MORTGAGE LOANS BY ISSUER; RELEASE OF MORTGAGED PROPERTIES
  AND MORTGAGE LOANS BY ISSUER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.01.

  	
  Released
  Mortgage Loans and Released Mortgaged Properties

  	
   

  
	
  Section
  7.02.

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

  	
   

  
	
  Section
  7.03.

  	
  Transfer
  of Lease to New Mortgaged Property

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.01.

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

  	
   

  



 





















 


	
  ARTICLE
  IX MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  9.01.

  	
  Amendment

  	
   

  
	
  Section
  9.02.

  	
  Counterparts

  	
   

  
	
  Section
  9.03.

  	
  GOVERNING
  LAW

  	
   

  
	
  Section
  9.04.

  	
  Notices

  	
   

  
	
  Section
  9.05.

  	
  Severability
  of Provisions

  	
   

  
	
  Section
  9.06.

  	
  Effect
  of Headings and Table of Contents

  	
   

  
	
  Section
  9.07.

  	
  Notices
  to Insurers and Rating Agencies

  	
   

  
	
  Section
  9.08.

  	
  Successors
  and Assigns: Beneficiaries

  	
   

  
	
  Section
  9.09.

  	
  Complete
  Agreement

  	
   

  
	
  Section
  9.10.

  	
  Certain
  Rights of Insurers; Insurer Default

  	
   

  
	
  Section
  9.11.

  	
  Consent
  to Jurisdiction

  	
   

  
	
  Section
  9.12.

  	
  No
  Proceedings

  	
   

  



 





















 


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

  	
   

  



 





















 


This
PROPERTY MANAGEMENT AND SERVICING AGREEMENT, dated as of July 26, 2005 (this “Agreement”), is
made among Spirit Master Funding, LLC, as issuer (the “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
the Initial Closing Date, the Issuer owns the Mortgaged Properties and related
Leases described on Exhibit A-1 and the Mortgage Loans described 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 the Notes under the
Indenture, the Issuer will pledge its right, title and interest in and to such
Mortgaged Properties, Leases and Mortgage Loans to the Indenture Trustee as
security for the indebtedness evidenced by the Indenture and the Notes issued
under the Indenture and for payment of amounts owed to the Insurers 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 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.  As of the Series
2005-1 Closing Date, the Aggregate Collateral Value was approximately $630,421,106.


 


“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 the related Mortgaged Property or Mortgage Loan,
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, 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 the Series Closing Date, 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 the
Series Closing Date, the most recent full narrative (complete summary) or
limited scope (limited restricted) MAI appraisals 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 Mortgaged Properties operated within the Restaurant Business Sector
(as defined in the Indenture), a limited scope (limited restricted) MAI
appraisal obtained 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 a Series Closing Date, in
accordance with the Servicing Standard, the Property Manager or Special


 


2





















 


Servicer determines that obtaining a new Appraised
Value is necessary, a full narrative (complete summary) or, with respect to
Mortgaged Properties 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 the Issuer, any person who is authorized to act for the Issuer and
who is identified on the list delivered by the 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, amounts received on account of payments under the Performance
Undertaking and the Environmental Indemnity Agreement, 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 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 Issuer as the lessor under
the 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 Issuer
(other than as a Property Protection Advance, Emergency Property Expense or a
Collateral Pool Expense)  as lessor or
lender under a 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.


 


“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


 


3





















 


Collection Period; provided, however,
that until the occurrence of the third Determination Date after the applicable 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 owned by
Issuer, 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 the Issuer, the
Primary Servicing Office of the Property Manager or the Special Servicer or the
Indenture Trustee’s Office.


 


“Cashflow
Coverage Ratio”:  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 or minus any net payments due to or
from the Issuer under the applicable hedge agreements for any Series of Notes
for the related Payment Date, and the denominator of which is the Total Debt
Service for such Determination Date.


 


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


 


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


 


4





















 


“Change of Control”: The acquisition
of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
Act) of 50% or more of the common stock of Spirit Finance without the prior
consent of the Insurers.


 


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


 


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


 


“Co-Issuer”:  As defined in the Indenture.


 


“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, 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 Issuer or any Co-Issuer, by parties other than the Issuer or
any Co-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.


 


“Controlling Party”:  As defined in the Indenture.


 


5





















 


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


 


“Custodian”:  As
defined in the Indenture.


 


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


 


“Custody
Agreement”:  The Custody Agreement,
dated as of July 26, 2005, among the Issuer, 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 Third Party Purchase 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 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).


 


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


 


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


 


“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,
as applicable, 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 “A” or better by each 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 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, or (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.


 


“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 fee owner or any intermediate lessor
thereof and the 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”: Any petroleum
and petroleum products and compounds containing them, including gasoline,
diesel fuel and oil; explosives; flammable materials; radioactive materials;
polychlorinated biphenyls (“PCBs”) and compounds containing them; lead and
lead-based paint; asbestos or asbestos-containing materials in any form that is
or could become friable; underground or above-ground storage tanks, whether
empty or containing any substance; any substance the presence of which on any
Mortgaged Property is regulated by or prohibited by any federal, state or local
authority.


 


“Indenture”:  The Master Indenture,
dated as of July 26, 2005, between the Issuer and the Indenture Trustee,
relating to the issuance of the Notes, including all amendments and supplements
thereto and any indenture between the Indenture Trustee and a Co-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, including any indenture trustee under any indenture related
to a Co-Issuer of any Series of Notes.


 


“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 Issuer, the Issuer Member, 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 Issuer, the Issuer Member, the Indenture Trustee, the
Property Manager, the Special Servicer or any of their respective Affiliates,
and (iii) is not connected with the Issuer, the Issuer Member, 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 Issuer, the Issuer
Member, 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 the Issuer, the 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.


 


“Insurance
Agreement”:  As defined in the Indenture.


 


“Insurance Policy”:  Any certificate guaranty insurance or similar
policy issued by an Insurer with respect to any Series of Notes.


 


“Insurer”:  Any insurer of any Series of Notes.


 


10





















 


“Insurer Default”:  As defined in the Indenture.


 


“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 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 Issuer, the Issuer Member, the Property
Manager, the Special Servicer, the Insurers, any
holder of Notes or an Affiliate of any such Person.


 


“Issuer”:  Spirit Master Funding, LLC, a Delaware
limited liability company, or its successor in interest.


 


“Issuer Member”:  The holder of the LLC Interests, which on the
date hereof is Spirit Finance Acquisitions, LLC, a Delaware limited liability
company, or its successor in interest.


 


“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.


 


“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 Issuer or
disposed of by the 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%.


 


11





















 


“Liquidation Proceeds”:  All cash proceeds and all other amounts
(other than Property Insurance Proceeds and REO Revenues) received by the
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”:  The 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.


 


“LLC Interests”:  The limited liability company interests
issued pursuant to the LLC Agreement and held by the 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).


 


“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.


 


12





















 


“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 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 Issuer or Borrower, as applicable, pursuant to which the 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) 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 the
Issuer as part of the Collateral Pool and attached hereto as Exhibit A-2
(as such list may be amended from time to time in accordance with the
Transaction Documents).


 


“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 included
in the Collateral Pool and attached hereto as Exhibit A-1 (as such list
may 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;


 


13





















 


(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.


 


“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”:  The Notes issued pursuant to the Indenture and
secured by the Collateral.


 


“Noteholders”:  Persons
in whose names the Notes are registered.


 


“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 Issuer Member on behalf of Issuer, as the case may be,
and with respect to any other Person, a certificate signed by the Chairman of
the Board, the President or a Vice President or Assistant Vice President and by
the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of such Person.


 


14





















 


“Opinion of Counsel”:  A written opinion of counsel (which shall be
rendered by counsel that is Independent of the Issuer, the Issuer Member, 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 the Persons (including
Spirit Finance and its Affiliates) which has sold one or more Mortgage Loans or
Mortgaged Properties to the 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 the Issuer and any
Co-Issuer acquiring Pari Passu Loans secured by Companion Loans held by parties other than the Issuer or any Co-Issuer, if
any.


 


“Pari
Passu Loans”:  Mortgage
Loans secured by real property that are also secured on a pari passu
basis with Companion Loans.


 


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


 


“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 Issuer or 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 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


 


15





















 


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 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.


 


“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 (provided
such obligations are backed by the full faith and credit 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 have a predetermined, fixed amount of
principal due at


 


16





















 


maturity (that
cannot vary or change), 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), 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, if not rated by either Rating Agency, have a comparable
rating from another nationally recognized statistical rating organization) 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), 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


 


17





















 


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, and (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).


 


“Person”:  Any individual, corporation, partnership,
joint venture, association, joint-stock company, limited liability company,
trust, 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 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.


 


18





















 


“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 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).


 


“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 Issuer) 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


 


19





















 


nature described in the definition thereof) or 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”:  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 any Mortgaged Property by the Property Manager 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.


 


“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 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
referring therein to the date of substitution), (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 Mortgage Loan
is a Balloon Loan, has a balloon payment that is not more than 10% larger than
the related released Balloon Loan’s balloon payment and (ix) has been approved
in writing by the Series 2005-1 Insurer.


 


“Qualified Substitute Mortgaged Property”:
Any commercial real estate property acquired by the 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 the Issuer


 


20





















 


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 the
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 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
Series Closing Date of the Tenant who leased such Released Mortgaged Property,
(v) has, together with all other Qualified Substitute Mortgaged Properties to
be acquired by the 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 Property, (vi) is leased pursuant to a Lease
whose term 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 mortgage loan or
substitute commercial real estate property will be a Qualified Substitute
Mortgage Loan or Qualified Substitute Mortgaged Property if the Special
Servicer considers the substitution of such substitute commercial mortgage loan
or substitute commercial real estate property to be in the best interest of the
Noteholders and the Series 2005-1 Insurer so consents.


 


“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 Issuer.


 


“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).


 


21





















 


“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.


 


“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 the Issuer Member
and the Indenture Trustee, any officer of the 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 Backup
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.


 


22





















 


“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 Issuer or Co-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 Closing Date”: 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 Issuer Member, the Issuer 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 the Mortgage Loans and Leases 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


 


23





















 


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 the 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
Mortgaged Properties; (iv) the Property Manager’s or Special Servicer’s right
to receive compensation under this Agreement; (v) the ownership, or servicing
or management for others, by the Property Manager, 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 any Affiliate of the Property Manager or
Special Servicer.


 


“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
Lease, a fixed percentage rate equal to 0.75% per annum.


 


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


 


24





















 


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


 


(a) any Monthly Lease Payment, as applicable, 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, as applicable, indicating that such Tenant cannot make future Monthly
Lease Payments, as applicable, or requesting a reduction in the amount of its
respective payment;


 


(d) a
default (other than as described in clause (a) above) occurs that materially
and adversely affects the interests of the Issuer 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, as applicable, 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, as applicable, indicating that such Borrower cannot make future
Monthly Loan Payments, as applicable, or requesting a reduction in the amount
of its respective payment;


 


(d) a
default (other than as described in clause (a) above) occurs that materially
and adversely affects the interests of the Issuer 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


 


25





















 


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.


 


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


 


“Statistical Cut-off Date”:  As defined in the Indenture.


 


“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, 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 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.


 


“Third Party Purchase Price”:  A cash price equal to the amount payable by a
Tenant or any other Person in connection with the exercise of a Third Party
Purchase Option.


 


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


 


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


 


26





















 


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


 


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


 


“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 generally
accepted accounting principles of the United States.  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 generally accepted
accounting principles of the United States, the definitions contained in this
Agreement or in any such certificate or other document shall control.


 


27





















 


(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 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, 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


 


28





















 


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. 
With respect to any Companion Loan or Participated Mortgage Loan, the
amounts collected in respect of such related Lease or 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.


 


29





















 


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 Issuer, 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;


 


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(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
Agreement 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 Issuer, 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;


 


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(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.


 


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(viii)        Each
officer and employee of the Back-Up Manager 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).


 


Section 2.02.          Representations and Warranties of the Issuer.


 


(a)           The 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:


 


(i)            The
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
Mortgaged Property is located to the extent necessary to its performance under
this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Issuer, and the performance and
compliance with the terms of this Agreement by 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)          The
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 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
Issuer, enforceable against the 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)           The Issuer
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 Issuer to perform its
obligations under this Agreement or the financial condition of the Issuer;


 


33





















 


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


 


(viii)        Each
officer and employee of the Issuer 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); and


 


(ix)           To the
Issuer’s knowledge each of the Mortgaged Properties is a commercial property
and is operated for commercial purposes.


 


(b)        The
representations and warranties of the 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 the 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 Issuer to the Indenture Trustee pursuant
to the Granting Clause of the Indenture, the Issuer shall cause the delivery of
the Lease Files for the Leases and the Loan Files for the Mortgage Loans to the
Custodian in accordance with the Custody Agreement for the benefit of the
Indenture Trustee in furtherance of such Grant and the Issuer shall cause: (i)
with respect to the Mortgaged Properties owned by the 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 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
the 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,


 


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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 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 Issuer shall
promptly prepare and cause to be executed a substitute therefor or cure such
defect, as the case may be, and thereafter, the 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)        The 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 the
Issuer or any Originator that relate to the Mortgaged Properties, the Leases
and the 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 Issuer and the Indenture
Trustee for the sole purpose of facilitating the servicing of the Leases, the
Mortgage Loans and the 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 the Issuer, subject
to the lien of the Indenture, and the ownership of all documents and records
with respect to the Leases, the Mortgage Loans and the Mortgaged Properties
that are prepared by or which come into possession of the Property Manager or
the Special Servicer shall immediately vest in the 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


 


35





















 


documents
and records by the Issuer, 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 the Issuer as required under Section 2.19 of the Indenture with
respect to any Mortgage Loan or Mortgaged Property, and if such absence,
deficiency or breach materially and adversely affects the value of the related
Mortgage Loan, Mortgaged Property or Lease or the interests of the 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 the related Mortgage Loan, Mortgaged Property or
Lease or the interests of the Issuer, the Noteholders or the Insurers in the
related Mortgage Loan, Mortgaged Property or Lease (a “Collateral
Defect”), (a) within 60 days following notice thereof, the
applicable Originator or the 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 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
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 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 Issuer, the
Backup 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.


 


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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 Backup Manager, 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 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 Issuer shall be entitled to receive the Monthly Lease Payment due on the
Lease for any Mortgaged Property to be repurchased 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 Issuer 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 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, the related Lease File or Loan File, as applicable,
and each of the 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 the Issuer and the
Indenture Trustee to, prepare, execute and deliver in its own name, on behalf
of the Issuer, the Indenture Trustee and the Collateral Agent or any of them,
the endorsements, assignments and


 


37





















 


other documents
contemplated by this Section 2.04(b), and the 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 Issuer, the Issuer Member, 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
Issuer, the Issuer Member, the Indenture Trustee and the Collateral Agent
against, and hold the Issuer, the Issuer Member, 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 Performance Undertaking, as applicable, the Property Manager shall
promptly notify the Issuer, the Insurers, the Backup 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 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.


 


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 Issuer, 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 Issuer required hereunder with
respect to


 


38





















 


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 or approval or lack of approval
of any Insurer or Controlling Party 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 Issuer. 
None of the Property Manager, the Special Servicer or the Back-Up
Manager shall be liable to the Indenture Trustee, the Insurer, any Noteholder
or any other Person for following any direction of the 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 by the Issuer and the Indenture Trustee to execute and
deliver, on behalf of the 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, the 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 Issuer, the Issuer Member 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 Issuer, the Issuer Member, each
Insurer, the Backup Manager and the Indenture Trustee against, and hold the
Issuer, the Issuer Member, each Insurer, the Backup 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


 


39





















 


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
Issuer 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 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


 


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(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 Issuer 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 Issuer as lessor 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, 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


 


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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 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 the Obligor prior
to the applicable penalty or termination date, promptly after the Property
Manager receives actual notice from any source of such nonpayment by the
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 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 the 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 such 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 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
Obligor or otherwise on deposit in a Servicing Account (other than the Lease
Security Deposit) are insufficient to pay such item when due and the 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
Obligor or the 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 the Obligor or
the 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 (i) and (ii), 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


 


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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 hereof 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 of this Agreement 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 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 and Mortgage
Loan.  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 Issuer 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 Backup 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 Backup 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
Backup Manager) (among other


 


43





















 


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 Issuer, the Indenture Trustee and the Insurers.  Any such determination shall be conclusive
and binding on the 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 Backup Manager, as
applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, 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 Issuer, the
Collection Account shall be subject to an Account Control Agreement among the
Issuer, the Property Manager, the Indenture Trustee and the Collection Account
Bank.


 


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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 Documents or Lease
Documents, as applicable or otherwise in accordance with the Servicing
Standard) and all cash proceeds and other amounts received and retained in
connection with the liquidation of any Mortgage Loan, Mortgaged Property or
Lease relating to a Specially Serviced Asset;


 


(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 Undertaking or an Environmental Indemnity
Agreement; and


 


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


 


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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
Issuer (other than as a Property Protection Advance, Emergency Property Expense
or a Collateral Pool Expense) as lessor or lender under the Lease or Mortgage
Loan, as applicable, amounts collected by or on behalf of the Issuer and held
in escrow or impound as lender or lessor 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 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


 


46





















 


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 the
Mortgage Loan, Lease or Mortgaged Property being released (including any
unreimbursed Extraordinary Expenses, Property Protection Advances and Advance
Interest thereon and Emergency Property Expenses related to such Mortgage Loan,
Lease or Mortgaged Property and to pay the expenses related to such release
and, second, to acquire Qualified Substitute Mortgage Loans or Qualified
Substitute Mortgaged Properties to make an Unscheduled Principal Payment 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 to the Collection Account
and applied as Unscheduled Proceeds on the following Payment Date.  During the continuance of an Early
Amortization Event, all amounts in the Release Account shall be deposited 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


 


47





















 


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:


 


(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 hereunder
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.


 


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(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 related 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 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 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


 


49





















 


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 the 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
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 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 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 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


 


50





















 


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 Issuer, each Insurer and the Indenture
Trustee.


 


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 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 Issuer, each Insurer and the Indenture Trustee.


 


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 Issuer, 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 Issuer, 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 the 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


 


51





















 


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 Issuer 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 Issuer
shall not take any action to release such Tenant from its obligations under
such Lease unless a new Tenant approved by the Issuer assumes the obligations
under such Lease and any applicable requirements set forth in the applicable
Lease have been satisfied.


 


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 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 Issuer 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


 


52





















 


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 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 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
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 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


 


53





















 


recovery to the
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 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 appropriate, shall undertake,
reasonable efforts to make the determination referred to in clause (ii)(1), 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), 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 clauses (i)(A) and (i)(B) 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 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


 


54





















 


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) above has
revealed that any of the conditions set forth in the first sentence of either
clause (i)(A) and (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.


 


(j)            Unless
the Series 2005-1 Controlling Party or the Series 2005-1 Insurer provide
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.          Issuer,
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


 


55





















 


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 Issuer, the Insurers and the Indenture Trustee of
an exigency, within such shorter period as is reasonable under the
circumstances), each of the Issuer and the Indenture Trustee shall execute and
deliver to the Special Servicer, in the form supplied to the 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 Issuer, the Property Manager or the Special Servicer; provided,
that each of the Issuer and the Indenture Trustee may alternatively execute and
deliver to the Special Servicer, in the form supplied to the Issuer and the
Indenture Trustee by the Special Servicer, a limited power of attorney
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
Issuer or the Indenture Trustee, as the case may be; provided, however,
that neither the 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 Issuer and the Indenture Trustee), the Special Servicer shall
deliver to each of the 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
Issuer or the Indenture Trustee, as the case may be) be executed by the 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


 


56





















 


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, 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 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 Special Servicing Fee with respect to any Specially Serviced Asset
shall cease to accrue if such Specially Serviced Asset (i) is sold or exchanged
for a Qualified Substitute Mortgaged Property or Qualified Substitute Mortgage
Loan, as applicable or (ii) becomes a Corrected Lease or a Corrected Mortgage
Loan or (iii) 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.


 


57





















 


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.


 


(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) hereof 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 Corrected Mortgage Loan or Corrected 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


 


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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 Loan or Corrected
Lease if and to the extent (i) the Mortgage Loan again became a Specially
Serviced Mortgage Loan under clause (b) of the definition of “Specially
Serviced Mortgage Loan” or the Lease again became 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. The Workout Fee with respect to any such Corrected Mortgage Loan or Corrected
Lease shall cease to be payable if such loan or lease again becomes a Specially
Serviced Asset; provided, that a new Workout Fee will become payable if and
when such 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 having made three full and consecutive Monthly Payments
as provided in the Lease Documents or Loan Documents, 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 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


 


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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) hereof 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 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 the Mortgaged Property that it, in its good faith and
reasonable judgment, considers material. 
The Special Servicer shall deliver to the Issuer, the Indenture Trustee,
the Property Manager, the Insurer 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 reasonable out-of-pocket expenses related to
any such inspection from the Issuer 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, as applicable
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 Issuer, 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, prepared as if the applicable Series Closing Date or,
if applicable, such other Transfer Date, were the preceding October 1 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
a schedule pursuant to this Section 3.12(c) (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


 


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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 Issuer,
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.


 


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
Issuer, 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
Issuer, 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


 


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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 the Issuer or the holders of the
Notes or the 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 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 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 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]


 


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(b)        At any time
that a Mortgaged Property is not subject to a Lease or is subject to 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 Issuer, the Insurers and
Noteholders by maximizing (to the extent commercially feasible) the net
after-tax revenues received by the Issuer with respect to such property and, to
the extent consistent with the foregoing, in the same manner as would prudent
lease servicers and asset managers operating property comparable to the
respective Mortgaged Property or REO Property. 
The Issuer, the Indenture Trustee and the Special Servicer may consult
with counsel at the expense of the 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 Issuer, the Insurers, the holders of the Notes, the other parties hereto
or each other, nor shall the Issuer be liable to 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.


 


(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 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


 


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basis in accordance with
the Servicing Standard that earlier payment is required to protect the interests
of the Issuer 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 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, the Issuer may only sell or exchange Mortgaged Properties
and Mortgage Loans 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 Issuer from any Affiliate of the Issuer (including
with proceeds from sales to third parties) may not exceed the applicable values
set forth in the Indenture (including any applicable Series Supplement).


 


(b)        The Property
Manager shall act on behalf of the 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 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 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 Issuer, 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 Issuer, 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


 


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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 related Lease or Mortgage Loan 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
material default on such Lease or Mortgage Loan has occurred or, in the Special
Servicer’s reasonable and good faith judgment, a default in respect of payment
on such Lease or Mortgage Loan is reasonably foreseeable, and such
modification, waiver, amendment or other action is reasonably likely to produce
a greater recovery to the Issuer on a present value basis than would
liquidation;


 


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 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;


 


(b)        The Property
Manager and the Special Servicer shall have no liability to the Issuer, 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 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 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,


 


65





















 


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 the 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 Issuer, 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 pursuant to Section 3.19(a) above, the Property Manager or
the Special Servicer, as the case may be, shall deliver to the Issuer, 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 such Section 3.19(a) above.


 


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 the Lease or Mortgage
Loan and 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, and (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


 


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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 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 Issuer, 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 Issuer, 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 hereof 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


 


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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 Issuer,
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 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 Issuer, 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 Issuer, shall (at no
expense to the Issuer 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 Issuer.


 


(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


 


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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 Issuer, 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.


 


(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 Issuer, 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 Issuer, 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 the Issuer 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 Issuer has
not incurred any indebtedness except indebtedness permitted by the Transaction
Documents.  Such information shall be
delivered by the Property Manager to each of the Issuer, the Indenture Trustee
and the Insurer in agreed-upon format and such electronic or other form as may
be reasonably acceptable to the Issuer, the Indenture Trustee or the Insurer,
as applicable.  The Special Servicer
shall from time to time (and, in any event, as may be


 


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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 Issuer, 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.


 


(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 hereof, 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 Issuer, 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.


 


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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 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
Issuer, 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 and the Special Servicer; 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 Issuer, 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 Issuer, payable, subject to Section 5.04 of the
Indenture, from the Available Amount, against any loss, liability or expense
incurred in


 


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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 Issuer, 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 the Issuer hereunder.  In such event,
the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Issuer, the Property
Manager, the Special Servicer and the Back-Up Manager, as the case may be,
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 the
Issuer or the Indenture Trustee in respect of any environmental liabilities,
losses, claims, costs or expenses, including, without limitation, any right to
payment under the Environmental Indemnity Agreement or the Performance
Undertaking. The Property Manager shall seek payment from the Support Provider
for any indemnities due under the Environmental Indemnity Agreement to the
extent any such amounts are not paid by the Issuer on a current basis from the
Available Amount remaining after payment of all other amounts owed by the
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 Issuer under the 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
Issuer 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 Issuer and the
replacement Property Manager or Special Servicer shall


 


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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.


 


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 Issuer, 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 Issuer and the Series 2005-1 Insurer, a
servicer that is not an Affiliate, in each case, upon its delivery to the
Issuer, 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.


 


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


 


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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.


 


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 Issuer, 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 Issuer may, but is not obligated to,
enforce the obligations of the Property Manager and the Special Servicer
hereunder and may, but is 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 none of the
Property Manager or the Special Servicer shall be relieved of any of its
obligations hereunder by virtue of such performance by the 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 Issuer, 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 Issuer shall forward such notice to the 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


 


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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 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 the Issuer, the Noteholders or the Insurers
and that continues unremedied for a period of 30 days after the


 


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date on which
notice of such breach is given to the Property Manager or the Special Servicer,
as applicable; provided, that if the breach is capable of being cured
and the Property Manager or the Special Servicer is diligently 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)         In
addition, for so long as Spirit Finance is the Property Manager or Special
Servicer, the following Servicer Replacement Events will be applicable:


 


(A)          a Change of Control of Spirit Finance has
occurred without the prior written consent of the Insurers;


 


(B)           an Early Amortization Event 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; and


 


(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.


 


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 Issuer may (with the consent
of the Series 2005-1 Insurer) at its 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


 


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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 Issuer (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
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 Issuer 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
Issuer 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


 


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documents and
records in accordance with Section 6.02(b) hereof 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.


 


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 the 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 Issuer, if it determines in
its 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,
agrees to enforce its rights under this Agreement against the terminated
Property Manager or Special Servicer, including any rights it has 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 Issuer, each Insurer and the Indenture Trustee
in writing of such errors and shall, at each Defaulting Party’s expense and
upon the Issuer’s direction, undertake to correct or reconstruct such records
or data.


 


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(c)         From and
after the date of this Agreement until the 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 Loan
Schedule, the Mortgaged Property Schedule and such other information as the 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 Issuer
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 Issuer, 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
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
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 Issuer,
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


 


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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 Issuer 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 Issuer 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 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 ISSUER; RELEASE OF MORTGAGED PROPERTIES AND MORTGAGE

LOANS BY ISSUER.


 


Section 7.01.          Released
Mortgage Loans and Released Mortgaged Properties.


 


(a)           The Issuer
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 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 the 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 


 


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Mortgage Loan or
Mortgaged Property to the Issuer in exchange for a Released  Mortgage Loan or Released Mortgaged Property,
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 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 Purchase Price if the release occurs in connection with any Third
Party Purchase Option, (ii) the greater of the Fair Market Value and the Allocated
Collateral Amount with respect to any Delinquent Asset or Defaulted Asset
purchased by the Special Servicer or the Property Manager or any assignee
thereof, (iii) the Payoff Amount with respect to any Mortgage Loan or Mortgaged
Property repurchased by the related Originator 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 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 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 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


 


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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.


 


(c)           Any
Release Price (plus sales proceeds in excess thereof (any such excess amount, a
“Purchase Premium”)) received by the
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 Property Protection Advances 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 deposited
into the Collection Account to be paid as Unscheduled Proceeds on the related
Payment Date or (ii) be applied by the Issuer to acquire a Qualified Substitute
Mortgage Loan or Qualified Substitute Mortgaged Property within twelve months
following the related Release.  Any
amounts remaining in the Release Account, related to such a Release and following
such twelve month period will be transferred to 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 to 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 Purchase
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 Issuer 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 Issuer 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


 


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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 affiliate 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 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 Issuer
may (i) sell any Mortgage Loan or Mortgaged Property and related Lease 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 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 other than the related Mortgaged Property or substituted for a Lease
on a different property owned by such Tenant or an Affiliate thereof, the
substitute property will be acquired by the 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 Issuer,
the Property Manager or the Special Servicer shall consent to the substitution
of a Lease Transfer Mortgaged Property unless (i) the substitute Mortgaged
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 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 the 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 the Issuer, free and clear of the lien of the Indenture and any
Mortgage.  Any proceeds of such sale,
transfer or other disposition shall not


 


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constitute
part of the Collateral and shall not be deposited in the Collection Account or
the Release Account.


 


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 Issuer shall terminate upon the earlier of (i) liquidation or
final payment under the last remaining Mortgage Loan, Mortgage Property and
Lease 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 Issuer a fully executed counterpart of each amendment
to this 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.


 


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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 Issuer, 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;


 


(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, Series 2005-1, 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 Undertaking;


 


(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;


 


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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 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.


 


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(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 Member on behalf of the 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 Issuer, 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 Issuer, 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.  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.


 


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(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, the Issuer, 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 Issuer is paid in full.  The agreements in this paragraph shall
survive termination of this Agreement.


 


88





















 


IN
WITNESS WHEREOF, the 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.


 


	
   

  	
  SPIRIT MASTER FUNDING,
  LLC, as

  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael T. Bennett

  
	
   

  	
   

  	
  Name: Michael T.
  Bennett

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  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 NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the
26th day of July, 2005, 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 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/ Mirna Cardona

  
	
   

  	
  Notary Public

  



[Notarial Seal]


 





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the
26th day of July, 2005, 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/ Mirna Cardona

  
	
   

  	
  Notary Public

  



 


[Notarial Seal]


 


89





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  



 


On the
26th day of July, 2005, 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.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


[Notarial Seal]


 





















 


EXHIBIT A-1


 


MORTGAGED PROPERTY
LOAN SCHEDULE


 





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000047

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  950 State Road 206 West

  	
   

  	
  Saint Augustine

  	
   

  	
  FL

  	
   

  	
  3307 N

  
	
  P0000048

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  10226 Old Federal Highway

  	
   

  	
  Carnesville

  	
   

  	
  GA

  	
   

  	
  30521

  
	
  P0000049

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  5300 S SR 3

  	
   

  	
  Spiceland

  	
   

  	
  IN

  	
   

  	
  47385

  
	
  P0000050

  	
   

  	
  Flying J. Inc.

  	
   

  	
  Flying J Travel Plaza

  	
   

  	
  15236 State Route 180

  	
   

  	
  Catlettsburg

  	
   

  	
  KY

  	
   

  	
  41129-9211

  
	
  P0000122

  	
   

  	
  America’s Power Sports

  	
   

  	
  KC’s Powersports

  	
   

  	
  12401 S. Memorial Parkway

  	
   

  	
  Huntsville

  	
   

  	
  AL

  	
   

  	
  35803

  
	
  P0000159

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  3075 Gulf Breeze Parkway

  	
   

  	
  Gulf Breeze

  	
   

  	
  FL

  	
   

  	
  32561

  
	
  P0000160

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  431 Mary Esther Blvd

  	
   

  	
  Mary Esther

  	
   

  	
  FL

  	
   

  	
  32569

  
	
  P0000161

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1117 Hwy 231 Bypass

  	
   

  	
  Troy

  	
   

  	
  AL

  	
   

  	
  36081

  
	
  P0000162

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1701 South Texas Avenue

  	
   

  	
  Bryan

  	
   

  	
  TX

  	
   

  	
  77801

  
	
  P0000163

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  625 18th Avenue North

  	
   

  	
  Columbus

  	
   

  	
  MS

  	
   

  	
  39701

  
	
  P0000164

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  2167 E. Silver Springs Blvd

  	
   

  	
  Ocala

  	
   

  	
  FL

  	
   

  	
  34470

  
	
  P0000165

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  3814 University Boulevard West

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32217

  
	
  P0000166

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  2611 US 27 North

  	
   

  	
  Sebring

  	
   

  	
  FL

  	
   

  	
  33872

  
	
  P0000167

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  100 Live Oaks Boulevard

  	
   

  	
  Casselberry

  	
   

  	
  FL

  	
   

  	
  32707

  
	
  P0000172

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  726 10th Avenue South

  	
   

  	
  Great Falls

  	
   

  	
  MT

  	
   

  	
  59401

  
	
  P0000177

  	
   

  	
  AMC Entertainment, Inc.

  	
   

  	
  AMC Theatre

  	
   

  	
  2515 E. Camelback Road

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85016

  
	
  P0000178

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  5795 State Bridge Road

  	
   

  	
  Alpharetta

  	
   

  	
  GA

  	
   

  	
  30022

  
	
  P0000179

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  3431 Ernest W. Barrett Pkwy

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30064

  
	
  P0000180

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  3985 Holly Springs Pkwy

  	
   

  	
  Canton

  	
   

  	
  GA

  	
   

  	
  30115

  
	
  P0000181

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  4020 Roswell Road

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  30342

  
	
  P0000182

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  2955 Holcomb Bridge Road

  	
   

  	
  Alpharetta

  	
   

  	
  GA

  	
   

  	
  30022

  
	
  P0000183

  	
   

  	
  Pike Holding Plane Nursery LLC

  	
   

  	
  Pike Plane Nursery

  	
   

  	
  2900 Johnson Ferry Road

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30062

  
	
  P0000188

  	
   

  	
  Grand Canyon University

  	
   

  	
  Grand Canyon University

  	
   

  	
  3300 West Camelback Rd.

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85017

  
	
  P0000300

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  925 N Green River Rd

  	
   

  	
  Evansville

  	
   

  	
  IN

  	
   

  	
  47715-2418

  
	
  P0000301

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  4127 Frederica St

  	
   

  	
  Owensboro

  	
   

  	
  KY

  	
   

  	
  42301-7455

  
	
  P0000302

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  606 N 1st St

  	
   

  	
  Madill

  	
   

  	
  OK

  	
   

  	
  73446-1410

  



 


A-2





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000303

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1000 W Maple Ave

  	
   

  	
  Geneva

  	
   

  	
  AL

  	
   

  	
  36340-1638

  
	
  P0000304

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  715 Columbia Rd

  	
   

  	
  Blakely

  	
   

  	
  GA

  	
   

  	
  31723-1423

  
	
  P0000305

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1119 Paris Rd

  	
   

  	
  Mayfield

  	
   

  	
  KY

  	
   

  	
  42066-4988

  
	
  P0000306

  	
   

  	
  Skyline Chili, Inc.

  	
   

  	
  Skyline Chili

  	
   

  	
  2805 Centre Dr

  	
   

  	
  Fairborn

  	
   

  	
  OH

  	
   

  	
  45324-2670

  
	
  P0000309

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  349 Tryon Rd

  	
   

  	
  Raleigh

  	
   

  	
  NC

  	
   

  	
  27603-3529

  
	
  P0000310

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  979 US Highway 

  70 E

  	
   

  	
  New Bern

  	
   

  	
  NC

  	
   

  	
  28560-6535

  
	
  P0000311

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  1294 Canton Rd

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44312-3951

  
	
  P0000312

  	
   

  	
  Carrols Corporation

  	
   

  	
  Burger King

  	
   

  	
  14834 State Route 49

  	
   

  	
  Edon

  	
   

  	
  OH

  	
   

  	
  43518-9714

  
	
  P0000313

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  201 Bridewell Dr

  	
   

  	
  Burr Ridge

  	
   

  	
  IL

  	
   

  	
  60521-0834

  
	
  P0000314

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  2240 N Canton Center Rd

  	
   

  	
  Canton

  	
   

  	
  MI

  	
   

  	
  48187-2906

  
	
  P0000315

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  936 Sheraton Dr

  	
   

  	
  Mars

  	
   

  	
  PA

  	
   

  	
  16046-9414

  
	
  P0000316

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  8901 Kingsridge Dr

  	
   

  	
  Dayton

  	
   

  	
  OH

  	
   

  	
  45458-1621

  
	
  P0000317

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  6420 Grand Ave

  	
   

  	
  Gurnee

  	
   

  	
  IL

  	
   

  	
  60031-1620

  
	
  P0000318

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  130 Andrews Dr

  	
   

  	
  Pittsburgh

  	
   

  	
  PA

  	
   

  	
  15275-1200

  
	
  P0000319

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  1727 Finley Blvd

  	
   

  	
  Birmingham

  	
   

  	
  AL

  	
   

  	
  35204-1736

  
	
  P0000323

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Casa Mexico

  	
   

  	
  1459 S Vinnell Way

  	
   

  	
  Boise

  	
   

  	
  ID

  	
   

  	
  83709-1659

  
	
  P0000324

  	
   

  	
  Banyan, Inc.

  	
   

  	
  Grandy’s

  	
   

  	
  1400 Juan Tabo Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87112-4406

  
	
  P0000326

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  11413 Reulet Ave

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70816-8525

  
	
  P0000327

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  488 E Main St

  	
   

  	
  Apopka

  	
   

  	
  FL

  	
   

  	
  32703-5374

  
	
  P0000328

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  2400 13th St

  	
   

  	
  Saint Cloud

  	
   

  	
  FL

  	
   

  	
  34769-4136

  
	
  P0000329

  	
   

  	
  Burger King Corporation

  	
   

  	
  Burger King

  	
   

  	
  11834 E Colonial Dr

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32826-4701

  
	
  P0000330

  	
   

  	
  R & L Foods, LLC

  	
   

  	
  Wendy’s

  	
   

  	
  2983 Cottingham Expy

  	
   

  	
  Pineville

  	
   

  	
  LA

  	
   

  	
  71360-4389

  
	
  P0000331

  	
   

  	
  Southeast Food Services Company, LLC

  	
   

  	
  Wendy’s

  	
   

  	
  1219 Oak Ridge Tpke

  	
   

  	
  Oak Ridge

  	
   

  	
  TN

  	
   

  	
  37830-6404

  
	
  P0000332

  	
   

  	
  Southeast Food Services Company, LLC

  	
   

  	
  Wendy’s

  	
   

  	
  2544 Decatur Pike

  	
   

  	
  Athens

  	
   

  	
  TN

  	
   

  	
  37303-4929

  
	
  P0000335

  	
   

  	
  ARG Enterprises

  	
   

  	
  Black Angus

  	
   

  	
  7606 W Bell Rd

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  85308-8619

  



 


A-3





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000336

  	
   

  	
  Thomas & Thomas Investments

  	
   

  	
  Whataburger

  	
   

  	
  Loop 323 N of Highway 31

  	
   

  	
  Tyler

  	
   

  	
  TX

  	
   

  	
   

  
	
  P0000338

  	
   

  	
  Tacala, L.L.C.

  	
   

  	
  Taco Bell

  	
   

  	
  2303 Dayton Blvd

  	
   

  	
  Red Bank

  	
   

  	
  TN

  	
   

  	
  37415-6224

  
	
  P0000349

  	
   

  	
  Skyline Chili, Inc.

  	
   

  	
  Skyline Chili

  	
   

  	
  9135 Owenfield Dr

  	
   

  	
  Lewis Center

  	
   

  	
  OH

  	
   

  	
  43035-9149

  
	
  P0000350

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  361 Palisades Blvd

  	
   

  	
  Birmingham

  	
   

  	
  AL

  	
   

  	
  35209-5149

  
	
  P0000351

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2265 Oneal Ln

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70816-3319

  
	
  P0000354

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  10050 State St

  	
   

  	
  Sandy

  	
   

  	
  UT

  	
   

  	
  84070

  
	
  P0000355

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  1915 Scenic Hwy N

  	
   

  	
  Snellville

  	
   

  	
  GA

  	
   

  	
  30078

  
	
  P0000356

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  5271 E Main St

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43213

  
	
  P0000357

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  6607 N IH 35

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  78752

  
	
  P0000358

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3586 W Dublin Granville Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43235

  
	
  P0000359

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  14035 E Evans Ave

  	
   

  	
  Aurora

  	
   

  	
  CO

  	
   

  	
  80014

  
	
  P0000360

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3929 Southwest Fwy

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77027

  
	
  P0000361

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  11825 Technology Dr

  	
   

  	
  Eden Prairie

  	
   

  	
  MN

  	
   

  	
  55344

  
	
  P0000362

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  6455 E Southern Ave

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  85206

  
	
  P0000363

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  14500 Weaver Lake Rd

  	
   

  	
  Maple Grove

  	
   

  	
  MN

  	
   

  	
  55311

  
	
  P0000364

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  121 E Campus View Blvd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43235

  
	
  P0000365

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  7250 Highway 6 N

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77095

  
	
  P0000366

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  3560 Fishinger Blvd

  	
   

  	
  Hilliard

  	
   

  	
  OH

  	
   

  	
  43026

  
	
  P0000367

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  13010 Northwest Fwy

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77040

  
	
  P0000368

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  101 Regal Way

  	
   

  	
  Newport News

  	
   

  	
  VA

  	
   

  	
  23602

  
	
  P0000369

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  7800 W Bell Rd

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  85308

  
	
  P0000370

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  9996 Escort Dr

  	
   

  	
  Mason

  	
   

  	
  OH

  	
   

  	
  45040

  
	
  P0000371

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  8955 Springbrook 

  Dr NW

  	
   

  	
  Coon Rapids

  	
   

  	
  MN

  	
   

  	
  55433

  
	
  P0000372

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  1105 Merchants Way

  	
   

  	
  Chesapeake

  	
   

  	
  VA

  	
   

  	
  23320

  
	
  P0000373

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  11992 Chase Plz

  	
   

  	
  Cincinnati

  	
   

  	
  OH

  	
   

  	
  45240

  
	
  P0000374

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  10500 Town and Country Way

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77024

  
	
  P0000375

  	
   

  	
  Fuddruckers, Inc.

  	
   

  	
  Fuddruckers

  	
   

  	
  4360 Kingwood Dr

  	
   

  	
  Kingwood

  	
   

  	
  TX

  	
   

  	
  77339

  
	
  P0000378

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  8194 Plank Road

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70811

  
	
  P0000379

  	
   

  	
  Southeast Food Services Company, LLC

  	
   

  	
  Wendy’s

  	
   

  	
  8749 Campo Road

  	
   

  	
  La Mesa

  	
   

  	
  CA

  	
   

  	
  91941

  
	
  P0000380

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  3411 N Pace Blvd

  	
   

  	
  Pensacola

  	
   

  	
  FL

  	
   

  	
  32505-5127

  



 


A-4





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000381

  	
   

  	
  NPC International, Inc.

  	
   

  	
  Pizza Hut

  	
   

  	
  1551 W Main St

  	
   

  	
  Salem

  	
   

  	
  IL

  	
   

  	
  62881-3805

  
	
  P0000382

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  4900 NE 80th Street

  	
   

  	
  Kansas City

  	
   

  	
  MO

  	
   

  	
  64119

  
	
  P0000383

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  1451 NE Douglas Street

  	
   

  	
  Lees Summit

  	
   

  	
  MO

  	
   

  	
  64086

  
	
  P0000384

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  1705 North Main Street

  	
   

  	
  Roswell

  	
   

  	
  NM

  	
   

  	
  88201

  
	
  P0000385

  	
   

  	
  Allwell

  	
   

  	
  Golden Corral

  	
   

  	
  616 So. Ridge 

  Road Circle

  	
   

  	
  Wichita

  	
   

  	
  KS

  	
   

  	
  67209

  
	
  P0000386

  	
   

  	
  Allwell

  	
   

  	
  Golden Corral

  	
   

  	
  2830 W. 18th Avenue

  	
   

  	
  Emporia

  	
   

  	
  KS

  	
   

  	
  66801

  
	
  P0000387

  	
   

  	
  Ferrellgas, L.P

  	
   

  	
  Blue Rhino

  	
   

  	
  300 County Road 448

  	
   

  	
  Tavares

  	
   

  	
  FL

  	
   

  	
  32778

  
	
  P0000390

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  14200 60th St N

  	
   

  	
  Stillwater

  	
   

  	
  MN

  	
   

  	
  55082-6309

  
	
  P0000391

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  7825 Vinewood Ln

  	
   

  	
  Maple Grove

  	
   

  	
  MN

  	
   

  	
  55369-7013

  
	
  P0000392

  	
   

  	
  Famous Dave’s of America

  	
   

  	
  Famous Dave’s

  	
   

  	
  7593 147th St W

  	
   

  	
  Apple Valley

  	
   

  	
  MN

  	
   

  	
  55124-6998

  
	
  P0000393

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  90 N Genesee St

  	
   

  	
  Utica

  	
   

  	
  NY

  	
   

  	
  13502-2527

  
	
  P0000394

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  600 Mountain 

  View Dr

  	
   

  	
  Colchester

  	
   

  	
  VT

  	
   

  	
  05446-1901

  
	
  P0000395

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  697 Troy 

  Schenectady Rd

  	
   

  	
  Colonie

  	
   

  	
  NY

  	
   

  	
  12110-2501

  
	
  P0000396

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  632 Bloomfield Ave

  	
   

  	
  West Caldwell

  	
   

  	
  NJ

  	
   

  	
  07006-7518

  
	
  P0000397

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  11 Main St

  	
   

  	
  West Harwich

  	
   

  	
  MA

  	
   

  	
  02671-1041

  
	
  P0000398

  	
   

  	
  Friendly’s Ice Cream Corporation

  	
   

  	
  Friendly’s Ice Cream

  	
   

  	
  936 Walnut 

  Bottom Rd

  	
   

  	
  Carlisle

  	
   

  	
  PA

  	
   

  	
  17013-9177

  
	
  P0000399

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5534 NW 7th Ave

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  33127-1402

  
	
  P0000400

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  233 W Hillsboro Blvd

  	
   

  	
  Deerfield Beach

  	
   

  	
  FL

  	
   

  	
  33441-3311

  
	
  P0000401

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  3291 W Broward Blvd

  	
   

  	
  Fort Lauderdale

  	
   

  	
  FL

  	
   

  	
  33312-1112

  
	
  P0000402

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  14620 Plank Rd

  	
   

  	
  Baker

  	
   

  	
  LA

  	
   

  	
  70714-5445

  
	
  P0000403

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  1940 Main St

  	
   

  	
  Baker

  	
   

  	
  LA

  	
   

  	
  70714-2843

  
	
  P0000404

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5946 Airline Hwy

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70805-3201

  
	
  P0000405

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  290 Lobdell Hwy

  	
   

  	
  Port Allen

  	
   

  	
  LA

  	
   

  	
  70767-4198

  
	
  P0000406

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  107 S 25th St

  	
   

  	
  Fort Pierce

  	
   

  	
  FL

  	
   

  	
  34947-3602

  
	
  P0000408

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  9854 Halls Ferry Rd

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63136-4017

  
	
  P0000409

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  8654 Natural 

  Bridge Rd

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63121-4110

  



 


A-5





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000410

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2877 Target Dr

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63136-4639

  
	
  P0000411

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  9376 Greenwell Springs Rd

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70814-2909

  
	
  P0000412

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2200 S Range Ave

  	
   

  	
  Denham Springs

  	
   

  	
  LA

  	
   

  	
  70726-5214

  
	
  P0000415

  	
   

  	
  1st University Credit Union

  	
   

  	
  Other

  	
   

  	
  605 S University Parks Dr

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  76706-1053

  
	
  P0000416

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  325 S Mcgee Ave

  	
   

  	
  Apopka

  	
   

  	
  FL

  	
   

  	
  32703-4479

  
	
  P0000417

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  1070 S Volusia Ave

  	
   

  	
  Orange City

  	
   

  	
  FL

  	
   

  	
  32763-7039

  
	
  P0000418

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  6706 highway 63

  	
   

  	
  Moss Point

  	
   

  	
  MS

  	
   

  	
  39563-9539

  
	
  P0000419

  	
   

  	
  Barnhill’s Buffet, Inc.

  	
   

  	
  Barnhill’s Buffet

  	
   

  	
  12475 Highway 49

  	
   

  	
  Gulfport

  	
   

  	
  MS

  	
   

  	
  39503-2785

  
	
  P0000420

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  3979 W Tennessee St

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  	
   

  	
  32304-1015

  
	
  P0000421

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  401 Vincennes Ave

  	
   

  	
  New Albany

  	
   

  	
  IN

  	
   

  	
  47150-3053

  
	
  P0000424

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  7843 US Highway 42

  	
   

  	
  Florence

  	
   

  	
  KY

  	
   

  	
  41042-1803

  
	
  P0000425

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  1709 N Galvez St

  	
   

  	
  New Orleans

  	
   

  	
  LA

  	
   

  	
  70119-1602

  
	
  P0000426

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  2371 Saint Claude Ave

  	
   

  	
  New Orleans

  	
   

  	
  LA

  	
   

  	
  70117-8352

  
	
  P0000428

  	
   

  	
  Checker’s Drive-In Restaurants

  	
   

  	
  Rally’s

  	
   

  	
  602 N. Baldwin Avenue

  	
   

  	
  Marion

  	
   

  	
  IN

  	
   

  	
  46952-3462

  
	
  P0000429

  	
   

  	
  Goldco, Inc.

  	
   

  	
  Burger King

  	
   

  	
  1400 W Jefferson St

  	
   

  	
  Quincy

  	
   

  	
  FL

  	
   

  	
  32351-2130

  
	
  P0000431

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  1275 E Dublin Granville Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43229-3359

  
	
  P0000432

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  1391 Arrowhead Dr

  	
   

  	
  Maumee

  	
   

  	
  OH

  	
   

  	
  43537-1729

  
	
  P0000433

  	
   

  	
  Max & Erma’s Restaurants, Inc.

  	
   

  	
  Max & Erma’s

  	
   

  	
  4279 Cemetery Rd

  	
   

  	
  Hilliard

  	
   

  	
  OH

  	
   

  	
  43026-1203

  
	
  P0000434

  	
   

  	
  QK, Inc.

  	
   

  	
  Denny’s

  	
   

  	
  17053 E Shea Blvd

  	
   

  	
  Fountain Hills

  	
   

  	
  AZ

  	
   

  	
  85268-6635

  
	
  P0000436

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1375 N Main St

  	
   

  	
  Madisonville

  	
   

  	
  KY

  	
   

  	
  42431-1283

  
	
  P0000437

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  163 Altama Connector Blvd

  	
   

  	
  Brunswick

  	
   

  	
  GA

  	
   

  	
  31525-1881

  
	
  P0000438

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  450 E State Rd

  	
   

  	
  American Fork

  	
   

  	
  UT

  	
   

  	
  84003-2559

  
	
  P0000439

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  251 S Main St

  	
   

  	
  Tooele

  	
   

  	
  UT

  	
   

  	
  84074-2743

  
	
  P0000440

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2501 Mayport Rd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32233-2801

  
	
  P0000442

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1116 Highway 81 W

  	
   

  	
  McDonough

  	
   

  	
  GA

  	
   

  	
  30253-6423

  
	
  P0000443

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  403 Tri County Plz

  	
   

  	
  Cumming

  	
   

  	
  GA

  	
   

  	
  30040-2777

  



 


A-6





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000446

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  181 Highway 90

  	
   

  	
  Daphne

  	
   

  	
  AL

  	
   

  	
  36526-9588

  
	
  P0000449

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  7750 Airport Blvd

  	
   

  	
  Mobile

  	
   

  	
  AL

  	
   

  	
  36608-5025

  
	
  P0000450

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  7002 Georgetown Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46268-4445

  
	
  P0000451

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  11190 Beach Blvd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32246-4804

  
	
  P0000453

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  9361 Atlantic Blvd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32225-8218

  
	
  P0000454

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  622 Fair Rd

  	
   

  	
  Statesboro

  	
   

  	
  GA

  	
   

  	
  30458-4927

  
	
  P0000455

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  514 N Highway 52

  	
   

  	
  Moncks Corner

  	
   

  	
  SC

  	
   

  	
  29461-3131

  
	
  P0000456

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  5275 Government St

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70806-6027

  
	
  P0000457

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2137 Staring Ln

  	
   

  	
  Baton Rouge

  	
   

  	
  LA

  	
   

  	
  70810-1038

  
	
  P0000459

  	
   

  	
  Interfoods of America, Inc.

  	
   

  	
  Popeye’s

  	
   

  	
  2490 NW 79th St

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  33147-4930

  
	
  P0000461

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  6801 120th Avenue

  	
   

  	
  Kenosha

  	
   

  	
  WI

  	
   

  	
  53140

  
	
  P0000462

  	
   

  	
  Carmike Cinemas, Inc.

  	
   

  	
  Carmike Cinemas

  	
   

  	
  2435 Edgewood Road SW

  	
   

  	
  Cedar Rapids

  	
   

  	
  IA

  	
   

  	
  52404

  
	
  P0000463

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  3820 Belt Line Road

  	
   

  	
  Addison

  	
   

  	
  TX

  	
   

  	
  75001

  
	
  P0000464

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  6050 Greenville Ave.

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75206

  
	
  P0000465

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  2208 W. NW Hwy.

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75220

  
	
  P0000466

  	
   

  	
  Humperdink’s Texas, LLC

  	
   

  	
  Humperdink

  	
   

  	
  700 Six Flags Drive

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76011

  
	
  P0000467

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1601 Garth Brooks Blvd

  	
   

  	
  Yukon

  	
   

  	
  OK

  	
   

  	
  73099

  
	
  P0000468

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2416 S. Georgia Street

  	
   

  	
  Amarillo

  	
   

  	
  TX

  	
   

  	
  79109

  
	
  P0000469

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3124 Regency Lane

  	
   

  	
  Denison

  	
   

  	
  TX

  	
   

  	
  75020

  
	
  P0000470

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2520 82nd Street

  	
   

  	
  Lubbock

  	
   

  	
  TX

  	
   

  	
  79423

  
	
  P0000471

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  8635 Clinton Street

  	
   

  	
  New Hartford

  	
   

  	
  NY

  	
   

  	
  13413

  
	
  P0000473

  	
   

  	
  Dave & Buster’s, Inc.

  	
   

  	
  Dave & Buster’s

  	
   

  	
  2215 D & B Drive

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30067

  
	
  P0000476

  	
   

  	
  Hill Country Furniture Partners, Ltd.

  	
   

  	
  Ashley Furniture

  	
   

  	
  7903 Pat Booker Road

  	
   

  	
  Live Oak

  	
   

  	
  TX

  	
   

  	
  78223

  
	
  P0000477

  	
   

  	
  RBLS, Inc. (a Texas corporation)

  	
   

  	
  Ashley Furniture

  	
   

  	
  1411 Airway Boulevard

  	
   

  	
  El Paso

  	
   

  	
  TX

  	
   

  	
  79925

  
	
  P0000478

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  5038-A Miller Road

  	
   

  	
  Flint

  	
   

  	
  MI

  	
   

  	
  48507

  
	
  P0000479

  	
   

  	
  Ferrellgas, L.P

  	
   

  	
  Blue Rhino

  	
   

  	
  1750 Agua Mansa Road

  	
   

  	
  Riverside

  	
   

  	
  CA

  	
   

  	
  92509

  



 


A-7





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000481

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  2121 43rd St., SW

  	
   

  	
  Fargo

  	
   

  	
  ND

  	
   

  	
  58103

  
	
  P0000482

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  202 N Main Ave

  	
   

  	
  Erwin

  	
   

  	
  TN

  	
   

  	
  37650

  
	
  P0000483

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  3307 No. Broadway St.

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37918

  
	
  P0000484

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  113 1st St.

  	
   

  	
  Radford

  	
   

  	
  VA

  	
   

  	
  24141

  
	
  P0000533

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  355 No. Franklin St.

  	
   

  	
  Christiansburg

  	
   

  	
  VA

  	
   

  	
  24073

  
	
  P0000534

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  647 E. Main St.

  	
   

  	
  Pulaski

  	
   

  	
  VA

  	
   

  	
  24301

  
	
  P0000535

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  790 E. Main St.

  	
   

  	
  Wytheville

  	
   

  	
  VA

  	
   

  	
  24382

  
	
  P0000536

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  2010 E. Broadway Ave.

  	
   

  	
  Maryville

  	
   

  	
  TN

  	
   

  	
  37804

  
	
  P0000537

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  411 Foothills Mall Drive

  	
   

  	
  Maryville

  	
   

  	
  TN

  	
   

  	
  37801

  
	
  P0000538

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  608 Oak Ridge Turnpike

  	
   

  	
  Oak Ridge

  	
   

  	
  TN

  	
   

  	
  37830

  
	
  P0000539

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1124 E. Stone Dr.

  	
   

  	
  Kingsport

  	
   

  	
  TN

  	
   

  	
  37660

  
	
  P0000540

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  104 Cedar Lane

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37912

  
	
  P0000541

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  6949 Maynardsville Pike

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  39912

  
	
  P0000542

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1015 Volunteer Parkway

  	
   

  	
  Bristol

  	
   

  	
  TN

  	
   

  	
  37625

  
	
  P0000543

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1108 No. Charles G. Seivers Blvd.

  	
   

  	
  Clinton

  	
   

  	
  TN

  	
   

  	
  37716

  
	
  P0000545

  	
   

  	
  Dickinson Theatres, Inc.

  	
   

  	
  Dickinson Theaters

  	
   

  	
  10301 So. Memorial Drive

  	
   

  	
  Bixby

  	
   

  	
  OK

  	
   

  	
  74133

  
	
  P0000551

  	
   

  	
  Gander Mountain Company

  	
   

  	
  Gander Mountain

  	
   

  	
  5864 Carmenica Drive

  	
   

  	
  Cicero

  	
   

  	
  NY

  	
   

  	
  13039

  
	
  P0000552

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  3601 Midvale Avenue

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19129

  
	
  P0000553

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  120 Jefferson Avenue

  	
   

  	
  Moundsville

  	
   

  	
  WV

  	
   

  	
  26041

  
	
  P0000554

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  104 Genesee Street

  	
   

  	
  Oneida

  	
   

  	
  NY

  	
   

  	
  13421

  
	
  P0000556

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  735 North Water Street

  	
   

  	
  Uhrichsville

  	
   

  	
  OH

  	
   

  	
  44683

  
	
  P0000559

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  1410 Delaware Avenue

  	
   

  	
  Buffalo

  	
   

  	
  NY

  	
   

  	
  14209

  
	
  P0000560

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  804 East Winthrop Avenue

  	
   

  	
  Millen

  	
   

  	
  GA

  	
   

  	
  30442

  
	
  P0000561

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  301 South Broad Street

  	
   

  	
  Thomasville

  	
   

  	
  GA

  	
   

  	
  31792

  
	
  P0000566

  	
   

  	
  Sonic Corp.

  	
   

  	
  Sonic

  	
   

  	
  1003 W Elk Avenue

  	
   

  	
  Elizabethton

  	
   

  	
  TN

  	
   

  	
  37643

  
	
  P0000596

  	
   

  	
  Flying Star Cafe

  	
   

  	
  Flying Star Café

  	
   

  	
  8001 Menaul Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87110

  
	
  P0000597

  	
   

  	
  Flying Star Cafe

  	
   

  	
  Flying Star Café

  	
   

  	
  4501 Juan Tabo Blvd NE

  	
   

  	
  Albuquerque

  	
   

  	
  NM

  	
   

  	
  87111

  
	
  P0000634

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8700 Hwy 27 S

  	
   

  	
  Sebring

  	
   

  	
  FL

  	
   

  	
  33876

  
	
  P0000844

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  914 Chris Drive

  	
   

  	
  West Columbia

  	
   

  	
  SC

  	
   

  	
  29169

  
	
  P0000845

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  990 Pedigo Way

  	
   

  	
  Bowling Green

  	
   

  	
  KY

  	
   

  	
  42103

  
	
  P0000637

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8326 Lemon Rd

  	
   

  	
  Port Richey

  	
   

  	
  FL

  	
   

  	
  34668

  
	
  P0000848

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  850 E Pine Log Rd

  	
   

  	
  Aiken

  	
   

  	
  SC

  	
   

  	
  29803

  



 


A-8





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000849

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  856 Henri DeTonti Blvd

  	
   

  	
  Tontitown

  	
   

  	
  AR

  	
   

  	
  72770

  
	
  P0000640

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6854 Distribution Ave S

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32256

  
	
  P0000850

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  7281 East 30th Street

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46219

  
	
  P0000642

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  8091 Supply Drive

  	
   

  	
  Fort Myers

  	
   

  	
  FL

  	
   

  	
  33912

  
	
  P0000851

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5905 Old Rutledge Pike

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  37924

  
	
  P0000644

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6231 Idlewild Street

  	
   

  	
  Fort Myers

  	
   

  	
  FL

  	
   

  	
  33912

  
	
  P0000852

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  6501 Amsterdam Way

  	
   

  	
  Wilmington

  	
   

  	
  NC

  	
   

  	
  28405

  
	
  P0000646

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  4355 Drane Field Rd

  	
   

  	
  Lakeland

  	
   

  	
  FL

  	
   

  	
  33811

  
	
  P0000647

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5311 Doolittle Rd

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32254

  
	
  P0000648

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  5409-100 Broadway Ave

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32254

  
	
  P0000649

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  341 Gees Mill Bus Pkwy

  	
   

  	
  Conyers

  	
   

  	
  GA

  	
   

  	
  30013

  
	
  P0000650

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  3509 N Loop 336 W

  	
   

  	
  Conroe

  	
   

  	
  TX

  	
   

  	
  77304

  
	
  P0000854

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  4339 White Lick Dr

  	
   

  	
  Whitestown

  	
   

  	
  IN

  	
   

  	
  46075

  
	
  P0000855

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  238 Hurricane Shoals Rd

  	
   

  	
  Lawrenceville

  	
   

  	
  GA

  	
   

  	
  30045

  
	
  P0000856

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2820 Mary Linda Ave NE

  	
   

  	
  Roanoke

  	
   

  	
  VA

  	
   

  	
  24012

  
	
  P0000857

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  315 9th Street SE

  	
   

  	
  Hickory

  	
   

  	
  NC

  	
   

  	
  28602

  
	
  P0000655

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2007 NW 15th Ave

  	
   

  	
  Pompano Beach

  	
   

  	
  FL

  	
   

  	
  33069

  
	
  P0000858

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  2208 S 14th Street

  	
   

  	
  Mattoon

  	
   

  	
  IL

  	
   

  	
  61938

  
	
  P0000859

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  229 N St. Augustine Rd

  	
   

  	
  Valdosta

  	
   

  	
  GA

  	
   

  	
  31601

  
	
  P0000658

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1751 L Avenue

  	
   

  	
  Riviera Beach

  	
   

  	
  FL

  	
   

  	
  33401

  
	
  P0000860

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1840 Shelton Ave

  	
   

  	
  Stateville

  	
   

  	
  NC

  	
   

  	
  28677

  
	
  P0000861

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1930 31st Street

  	
   

  	
  Gulfport

  	
   

  	
  MS

  	
   

  	
  39501

  
	
  P0000862

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1234 S Pleasantburg Dr

  	
   

  	
  Greenville

  	
   

  	
  SC

  	
   

  	
  29605

  
	
  P0000863

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1430 N Chase St

  	
   

  	
  Athens

  	
   

  	
  GA

  	
   

  	
  30601

  
	
  P0000864

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1705 River Street

  	
   

  	
  Valdosta

  	
   

  	
  GA

  	
   

  	
  31601

  
	
  P0000865

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1118 Interstate Blvd

  	
   

  	
  Florence

  	
   

  	
  SC

  	
   

  	
  29501

  
	
  P0000866

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  117 Industrial Circle

  	
   

  	
  Martinsburg

  	
   

  	
  WV

  	
   

  	
  25401

  
	
  P0000867

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1215 N Bradley Rd

  	
   

  	
  Spokane

  	
   

  	
  WA

  	
   

  	
  99212

  
	
  P0000868

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1065 Sunset Blvd

  	
   

  	
  West Columbia

  	
   

  	
  SC

  	
   

  	
  29169

  
	
  P0000869

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1069 Canton Rd

  	
   

  	
  Marietta

  	
   

  	
  GA

  	
   

  	
  30066

  
	
  P0000870

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  1070 S Highland Ave

  	
   

  	
  Jackson

  	
   

  	
  TN

  	
   

  	
  38301

  
	
  P0000871

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  100 Tandem Dr

  	
   

  	
  Greer

  	
   

  	
  SC

  	
   

  	
  29650

  
	
  P0000846

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  103 Industrial Drive

  	
   

  	
  Hattiesburg

  	
   

  	
  MS

  	
   

  	
  39401

  



 


A-9





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000847

  	
   

  	
  Hughes Supply, Inc.

  	
   

  	
  Hughes Supply

  	
   

  	
  10645 Auto Mall Pkwy

  	
   

  	
  D’lberville

  	
   

  	
  MS

  	
   

  	
  39540

  
	
  P0000673

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  5660 Beach Boulevard

  	
   

  	
  Jacksonville

  	
   

  	
  FL

  	
   

  	
  32207

  
	
  P0000675

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2600 S Orange Ave

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32806

  
	
  P0000676

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1305 Tuskawilla Rd

  	
   

  	
  Winter Springs

  	
   

  	
  FL

  	
   

  	
  32708

  
	
  P0000677

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  2649 Richmond Road

  	
   

  	
  Lexington

  	
   

  	
  KY

  	
   

  	
  40509

  
	
  P0000678

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  4170 Shelbyville Rd

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  40207

  
	
  P0000679

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  16005 US Highway 441

  	
   

  	
  Eustis

  	
   

  	
  FL

  	
   

  	
  32726

  
	
  P0000680

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  5705 4th St

  	
   

  	
  Lubbock

  	
   

  	
  TX

  	
   

  	
  79416

  
	
  P0000681

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  1520 Southmore Ave

  	
   

  	
  Pasadena

  	
   

  	
  TX

  	
   

  	
  77502

  
	
  P0000682

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  2726 Spencer Hwy

  	
   

  	
  Pasadena

  	
   

  	
  TX

  	
   

  	
  77504

  
	
  P0000683

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Casa Ole

  	
   

  	
  2730 East Highway 190

  	
   

  	
  Copperas Cove

  	
   

  	
  TX

  	
   

  	
  76522

  
	
  P0000685

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Garibaldi’s

  	
   

  	
  525 Caldwell Blvd

  	
   

  	
  Nampa

  	
   

  	
  ID

  	
   

  	
  83651

  
	
  P0000687

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  410 S. Gordon St

  	
   

  	
  Alvin

  	
   

  	
  TX

  	
   

  	
  77511

  
	
  P0000688

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  12520 Greenspoint Dr

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77060

  
	
  P0000689

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  3201 Freedom Blvd

  	
   

  	
  Bryan

  	
   

  	
  TX

  	
   

  	
  77802

  
	
  P0000691

  	
   

  	
  Casa Ole’ Restaurants

  	
   

  	
  Monterey’s Tex Mex

  	
   

  	
  5694 W Skelly Dr

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74107

  
	
  P0000692

  	
   

  	
  RTM Restaurant Group

  	
   

  	
  Arby’s

  	
   

  	
  1228 South Broadway Street

  	
   

  	
  Lexington

  	
   

  	
  KY

  	
   

  	
  40504-2738

  
	
  P0000693

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  5601 Chestnut Street

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19139

  
	
  P0000694

  	
   

  	
  Sportsman’s Warehouse

  	
   

  	
  Sportsman’s Warehouse

  	
   

  	
  1551 Lawrence Drive

  	
   

  	
  DePere

  	
   

  	
  WI

  	
   

  	
  54115

  
	
  P0000696

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  630 W. Southern Ave

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  85210

  
	
  P0000697

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  3550 N. Oracle Road

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  85704

  
	
  P0000698

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  2701 W. Bethany Home Road

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85017

  
	
  P0000699

  	
   

  	
  Apollo College

  	
   

  	
  Apollo Colleges

  	
   

  	
  8503 N. 27th Avenue

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  85051

  
	
  P0000705

  	
   

  	
  Pilgrim’s Pride Corporation

  	
   

  	
  Pilgrim’s Pride Freezer Warehouse Facility

  	
   

  	
  3330 Woodrow Wilson Drive

  	
   

  	
  Jackson

  	
   

  	
  MS

  	
   

  	
  39209

  
	
  P0000706

  	
   

  	
  Stonebrook Properties LLC

  	
   

  	
  Golden Corral

  	
   

  	
  1300 South Morgan

  	
   

  	
  Granbury

  	
   

  	
  TX

  	
   

  	
  76048

  
	
  P0000707

  	
   

  	
  Corral of Michigan LLC

  	
   

  	
  Golden Corral

  	
   

  	
  37101 Warren Road

  	
   

  	
  Westland

  	
   

  	
  MI

  	
   

  	
  48185

  



 


A-10





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000708

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  2210 West University Drive

  	
   

  	
  Edinburg

  	
   

  	
  TX

  	
   

  	
  78539

  
	
  P0000709

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  402 South Bibb Ave

  	
   

  	
  Eagle Pass

  	
   

  	
  TX

  	
   

  	
  78852

  
	
  P0000710

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  4526 East Hwy 83

  	
   

  	
  Rio Grande City

  	
   

  	
  TX

  	
   

  	
  78582

  
	
  P0000711

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  3101 East Expressway 83

  	
   

  	
  Weslaco

  	
   

  	
  TX

  	
   

  	
  78596

  
	
  P0000730

  	
   

  	
  HOM Furniture, Inc

  	
   

  	
  HOM Furniture Showrooms

  	
   

  	
  4726 Mall Drive

  	
   

  	
  Hermantown

  	
   

  	
  MN

  	
   

  	
  55811

  
	
  P0000731

  	
   

  	
  HOM Furniture, Inc.

  	
   

  	
  HOM Furniture Showrooms

  	
   

  	
  2921 Mall Drive

  	
   

  	
  Eau Claire

  	
   

  	
  WI

  	
   

  	
  54701

  
	
  P0000732

  	
   

  	
  Hastings Entertainment, Inc.

  	
   

  	
  Hastings

  	
   

  	
  200 Hwy 332 West

  	
   

  	
  Lake Jackson

  	
   

  	
  TX

  	
   

  	
  77566

  
	
  P0000737

  	
   

  	
  Pizza Properties, Ltd

  	
   

  	
  Peter Piper Pizza

  	
   

  	
  9450 Dyer Street

  	
   

  	
  El Paso

  	
   

  	
  TX

  	
   

  	
  79924

  
	
  P0000738

  	
   

  	
  Rite Aid Corporation

  	
   

  	
  Rite Aid

  	
   

  	
  21500-21508 Harper Avenue

  	
   

  	
  St. Clair Shores

  	
   

  	
  MI

  	
   

  	
  48081

  
	
  P0000747

  	
   

  	
  Anvia, Inc.

  	
   

  	
  Ashley Home Center

  	
   

  	
  4597 Southwest Drive

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605

  
	
  P0000748

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  545 Hwy 9 E

  	
   

  	
  Forest City

  	
   

  	
  IA

  	
   

  	
  50436

  
	
  P0000749

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  419 2nd Ave SE

  	
   

  	
  Cresco

  	
   

  	
  IA

  	
   

  	
  52136

  
	
  P0000750

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  260 Carson Ave

  	
   

  	
  Elk River

  	
   

  	
  MN

  	
   

  	
  55330

  
	
  P0000751

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1325 Town Centre Dr

  	
   

  	
  Eagan

  	
   

  	
  MN

  	
   

  	
  55123

  
	
  P0000752

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  964 Hwy 15 S

  	
   

  	
  Hutchinson

  	
   

  	
  MN

  	
   

  	
  55350

  
	
  P0000753

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  5501 Grand Ave

  	
   

  	
  Duluth

  	
   

  	
  MN

  	
   

  	
  55808

  
	
  P0000754

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  3600 N Douglas

  	
   

  	
  Crystal

  	
   

  	
  MN

  	
   

  	
  55422

  
	
  P0000755

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  32 Sheridan St

  	
   

  	
  Ely

  	
   

  	
  MN

  	
   

  	
  55731

  
	
  P0000756

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  701 Highway 33 S

  	
   

  	
  Cloquet

  	
   

  	
  MN

  	
   

  	
  55720

  
	
  P0000757

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1101 Hwy 25 N

  	
   

  	
  Buffalo

  	
   

  	
  MN

  	
   

  	
  55313

  
	
  P0000758

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1918 London Rd

  	
   

  	
  Duluth

  	
   

  	
  MN

  	
   

  	
  55812

  
	
  P0000759

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1725 E Main St

  	
   

  	
  Albert Lea

  	
   

  	
  MN

  	
   

  	
  56007

  
	
  P0000760

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  623 Hammond Ave

  	
   

  	
  Superior

  	
   

  	
  WI

  	
   

  	
  54880

  
	
  P0000761

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  3854 N Central Ave

  	
   

  	
  Columbia Heights

  	
   

  	
  MN

  	
   

  	
  55421

  
	
  P0000762

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  100 N Phillips

  	
   

  	
  Algona

  	
   

  	
  IA

  	
   

  	
  50511

  
	
  P0000763

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1653 Weir Dr

  	
   

  	
  Woodbury

  	
   

  	
  MN

  	
   

  	
  55125

  
	
  P0000764

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  W Hwy 18

  	
   

  	
  Mason City

  	
   

  	
  IA

  	
   

  	
  50401

  
	
  P0000765

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1211 7th Ave

  	
   

  	
  Two Harbors

  	
   

  	
  MN

  	
   

  	
  55616

  
	
  P0000766

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  257 Marschall Rd

  	
   

  	
  Shakopee

  	
   

  	
  MN

  	
   

  	
  55379

  
	
  P0000767

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  Hwy 18

  	
   

  	
  Clear Lake

  	
   

  	
  IA

  	
   

  	
  50428

  
	
  P0000768

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1157 S Main

  	
   

  	
  Sauk Centre

  	
   

  	
  MN

  	
   

  	
  56378

  
	
  P0000769

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  15065 Canada Rd

  	
   

  	
  Rosemount

  	
   

  	
  MN

  	
   

  	
  55068

  
	
  P0000770

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1504 13th Street S

  	
   

  	
  Virginia

  	
   

  	
  MN

  	
   

  	
  55792

  
	
  P0000771

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  7500 Bass Lake Rd

  	
   

  	
  New Hope

  	
   

  	
  MN

  	
   

  	
  55428

  
	
  P0000772

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1300 W Broadway

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  	
   

  	
  55411

  
	
  P0000773

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  319 N Benton

  	
   

  	
  Sauk Rapids

  	
   

  	
  MN

  	
   

  	
  56379

  
	
  P0000774

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1685 White Bear Ave

  	
   

  	
  Maplewood

  	
   

  	
  MN

  	
   

  	
  55109

  
	
  P0000775

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  17305 Kenrick Ave

  	
   

  	
  Lakeville

  	
   

  	
  MN

  	
   

  	
  55044

  
	
  P0000776

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  2001 W Hwy 52

  	
   

  	
  Rochester

  	
   

  	
  MN

  	
   

  	
  55901

  



 


A-11





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000777

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1101 37th St East

  	
   

  	
  Hibbing

  	
   

  	
  MN

  	
   

  	
  55746

  
	
  P0000778

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  806 S Pokegama

  	
   

  	
  Grand Rapids

  	
   

  	
  MN

  	
   

  	
  55744

  
	
  P0000779

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Pizza Hut

  	
   

  	
  1404 E College Dr

  	
   

  	
  Marshall

  	
   

  	
  MN

  	
   

  	
  56258

  
	
  P0000780

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  276 Park Ave W

  	
   

  	
  Mansfield

  	
   

  	
  OH

  	
   

  	
  44902

  
	
  P0000781

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  700 S Arlington

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44306

  
	
  P0000782

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1520 E Main

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43205

  
	
  P0000783

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  920 N Grand Ave

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63106

  
	
  P0000784

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4375 Refugee Rd

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  43232

  
	
  P0000785

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1391 Wooster Ave

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44320

  
	
  P0000786

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  3525 N Grand Blvd

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63107

  
	
  P0000787

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  410 9th St NE

  	
   

  	
  Canton

  	
   

  	
  OH

  	
   

  	
  44704

  
	
  P0000788

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  805 N Kings Hwy

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63108

  
	
  P0000789

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  7260 Manchester Rd

  	
   

  	
  Maplewood

  	
   

  	
  MO

  	
   

  	
  63143

  
	
  P0000790

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1211 S. Main

  	
   

  	
  Akron

  	
   

  	
  OH

  	
   

  	
  44301

  
	
  P0000791

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1753 Woodson Rd

  	
   

  	
  Overland

  	
   

  	
  MO

  	
   

  	
  63114

  
	
  P0000792

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4414 N Saginaw

  	
   

  	
  Flint

  	
   

  	
  MI

  	
   

  	
  48505

  
	
  P0000793

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4401 Marshall Rd

  	
   

  	
  St. Louis

  	
   

  	
  MO

  	
   

  	
  63134

  
	
  P0000794

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  10646 New Halls Ferry

  	
   

  	
  Ferguson

  	
   

  	
  MO

  	
   

  	
  63135

  
	
  P0000795

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  16100 Livernois

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48221

  
	
  P0000796

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  7215 Natural Bridge Rd

  	
   

  	
  Normandy

  	
   

  	
  MO

  	
   

  	
  63121

  
	
  P0000797

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  9137 W Grand River

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48204

  
	
  P0000798

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  13611 West 8 Mile Rd

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48235

  
	
  P0000799

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  24990 Dequindre

  	
   

  	
  Warren

  	
   

  	
  MI

  	
   

  	
  48091

  
	
  P0000800

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  15525 Chicago Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48228

  
	
  P0000801

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  11501 Woodward Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48202

  
	
  P0000802

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  2928 E 7 Mile Rd

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48234

  
	
  P0000803

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  13531 Fenkell Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48227

  
	
  P0000804

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4850 West 16th St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46224

  
	
  P0000805

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  14260 Gratiot Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48205

  
	
  P0000806

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  5443 East 21st St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46218

  
	
  P0000807

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  3860 N College Ave

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46205

  
	
  P0000808

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  11965 E Warren Ave

  	
   

  	
  Detroit

  	
   

  	
  MI

  	
   

  	
  48214

  
	
  P0000809

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  3970 Lafayette Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46254

  
	
  P0000810

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  5520 Caseyville Ave

  	
   

  	
  Washington Park

  	
   

  	
  IL

  	
   

  	
  62204

  
	
  P0000811

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  5040 E 38th St

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46218

  
	
  P0000812

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4590 W 5th Ave

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46406

  
	
  P0000813

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  333 E 159th St

  	
   

  	
  Harvey

  	
   

  	
  IL

  	
   

  	
  60426

  
	
  P0000814

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  3863 N Post Rd

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46226

  
	
  P0000815

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  500 S Western Avenue

  	
   

  	
  Peoria

  	
   

  	
  IL

  	
   

  	
  61605

  
	
  P0000816

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  5400-08 W. Cermak Rd

  	
   

  	
  Cicero

  	
   

  	
  IL

  	
   

  	
  60650

  



 


A-12





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000817

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  3701 Grant St

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46408

  
	
  P0000818

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1409 South Broadway

  	
   

  	
  Gary

  	
   

  	
  IN

  	
   

  	
  46407

  
	
  P0000819

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  4812 W North Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60639

  
	
  P0000820

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  345 Collins St

  	
   

  	
  Joliet

  	
   

  	
  IL

  	
   

  	
  60432

  
	
  P0000821

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  7102 S Stony Island Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60649

  
	
  P0000822

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  200 E 103rd St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60628

  
	
  P0000823

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  2601 State St

  	
   

  	
  East St. Louis

  	
   

  	
  IL

  	
   

  	
  62201

  
	
  P0000824

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  431 N Austin Blvd

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60644

  
	
  P0000825

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  101 E 35th St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60616

  
	
  P0000826

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  6600 S Halsted St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60621

  
	
  P0000827

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1808 W 47th St

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60609

  
	
  P0000828

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  1855 S Blue Island Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60608

  
	
  P0000829

  	
   

  	
  Falcon Holdings

  	
   

  	
  Church’s

  	
   

  	
  2806 W Cermak Ave

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  60623

  



 


A-13





















 


EXHIBIT A-2


 


MORTGAGE LOAN
SCHEDULE


 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000051

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1321 Desiree Lane

  	
   

  	
  Hurst

  	
   

  	
  TX

  	
   

  	
  74145-4818

  
	
  P0000052

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2307 S Cooper St

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76015-1602

  
	
  P0000053

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5600 Camp Bowie Blvd

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76107-5119

  
	
  P0000054

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1528 Brown Trl

  	
   

  	
  Bedford

  	
   

  	
  TX

  	
   

  	
  76021-5343

  
	
  P0000055

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  7436 E Admiral Pl

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74115-7913

  
	
  P0000056

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  8601 Highway 80 W

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76116-6101

  
	
  P0000057

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  205 Spur 350

  	
   

  	
  Euless

  	
   

  	
  TX

  	
   

  	
  76040-4583

  
	
  P0000058

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  4117 Buffalo Gap Rd

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605-7233

  
	
  P0000059

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5748 SW Green Oaks Blvd

  	
   

  	
  Arlington

  	
   

  	
  TX

  	
   

  	
  76017-1201

  
	
  P0000060

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1550 W University Dr

  	
   

  	
  Denton

  	
   

  	
  TX

  	
   

  	
  76201-1790

  
	
  P0000061

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6350 Lake Worth Blvd

  	
   

  	
  Lake Worth

  	
   

  	
  TX

  	
   

  	
  76135-3102

  
	
  P0000062

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  8611 S Lewis Ave

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74137-3206

  
	
  P0000063

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5724 Broadway Blvd

  	
   

  	
  Garland

  	
   

  	
  TX

  	
   

  	
  75043-5818

  
	
  P0000064

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1113 W Northwest Hwy

  	
   

  	
  Grapevine

  	
   

  	
  TX

  	
   

  	
  76051-5034

  
	
  P0000065

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  301 W Shawnee St

  	
   

  	
  Muskogee

  	
   

  	
  OK

  	
   

  	
  74401-4152

  
	
  P0000066

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2001 NW 23rd St

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73106-1203

  
	
  P0000067

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  7057 Ridgmar Meadow Rd

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76116-1516

  
	
  P0000068

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1210 W Will Rogers Blvd

  	
   

  	
  Claremore

  	
   

  	
  OK

  	
   

  	
  74017-3426

  
	
  P0000069

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1301 S Meridian Ave

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73108-1707

  
	
  P0000070

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6112 S Garnett Rd

  	
   

  	
  Broken Arrow

  	
   

  	
  OK

  	
   

  	
  74012-1217

  
	
  P0000071

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2630 S Buckner Blvd

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  75227-6901

  
	
  P0000072

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  722 S Main St

  	
   

  	
  Sapulpa

  	
   

  	
  OK

  	
   

  	
  74066-5104

  
	
  P0000073

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5010 US Highway 277 S

  	
   

  	
  Abilene

  	
   

  	
  TX

  	
   

  	
  79605-4543

  
	
  P0000074

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3023 SW 29th St

  	
   

  	
  Oklahoma City

  	
   

  	
  OK

  	
   

  	
  73119-1713

  



 


A-14





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000075

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  6834 Wesley St

  	
   

  	
  Greenville

  	
   

  	
  TX

  	
   

  	
  75402-7303

  
	
  P0000076

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2951 N Belt Line Rd

  	
   

  	
  Irving

  	
   

  	
  TX

  	
   

  	
  75062-5248

  
	
  P0000077

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5380 N Beach St

  	
   

  	
  Haltom City

  	
   

  	
  TX

  	
   

  	
  76137-2730

  
	
  P0000078

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5341 William D Tate Ave

  	
   

  	
  Grapevine

  	
   

  	
  TX

  	
   

  	
  76051-7357

  
	
  P0000079

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2404 Westport Pkwy

  	
   

  	
  Fort Worth

  	
   

  	
  TX

  	
   

  	
  76177-5302

  
	
  P0000080

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3204 SE Loop 820

  	
   

  	
  Forest Hill

  	
   

  	
  TX

  	
   

  	
  76140-1107

  
	
  P0000081

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  3700 Eldorado Pkwy

  	
   

  	
  McKinney

  	
   

  	
  TX

  	
   

  	
  75070-4228

  
	
  P0000082

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  5032 S Sheridan Rd

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74145-5714

  
	
  P0000083

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  1725 W Owen K Garriott Rd

  	
   

  	
  Enid

  	
   

  	
  OK

  	
   

  	
  73703-5604

  
	
  P0000084

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2814 E 11th St

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74104-4113

  
	
  P0000085

  	
   

  	
  Taco Bueno Restaurants, Inc.

  	
   

  	
  Taco Bueno

  	
   

  	
  2305 E Southlake Blvd

  	
   

  	
  Southlake

  	
   

  	
  TX

  	
   

  	
  76092-6603

  
	
  P0000086

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1603 S Main St

  	
   

  	
  Atmore

  	
   

  	
  AL

  	
   

  	
  36502-3501

  
	
  P0000087

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5605 E Rite Rd

  	
   

  	
  Theodore

  	
   

  	
  AL

  	
   

  	
  36582-1665

  
	
  P0000088

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  8300 NW 103rd St

  	
   

  	
  Hialeah

  	
   

  	
  FL

  	
   

  	
  33016-2253

  
	
  P0000089

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  615 N Dixie Fwy

  	
   

  	
  New Smyrna Beach

  	
   

  	
  FL

  	
   

  	
  32168-6409

  
	
  P0000090

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  7522 Southgate Blvd

  	
   

  	
  Margate

  	
   

  	
  FL

  	
   

  	
  33068-1362

  
	
  P0000091

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5121 Powerline Rd

  	
   

  	
  Fort Lauderdale

  	
   

  	
  FL

  	
   

  	
  33309-3156

  
	
  P0000092

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  3012 W Hillsborough Ave

  	
   

  	
  Tampa

  	
   

  	
  FL

  	
   

  	
  33614-5963

  
	
  P0000093

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  10824 S US Highway 41

  	
   

  	
  Gibsonton

  	
   

  	
  FL

  	
   

  	
  33534-4708

  
	
  P0000094

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  2636 S Smithville Rd

  	
   

  	
  Dayton

  	
   

  	
  OH

  	
   

  	
  45420-2642

  
	
  P0000095

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3210 Library Rd

  	
   

  	
  Castle Shannon

  	
   

  	
  PA

  	
   

  	
  15234-2631

  
	
  P0000096

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3317 Agency St

  	
   

  	
  Burlington

  	
   

  	
  IA

  	
   

  	
  52601-1959

  
	
  P0000097

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  311 E Oakland Ave

  	
   

  	
  Camilla

  	
   

  	
  GA

  	
   

  	
  31730-1969

  
	
  P0000098

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  2815 Montgomery St

  	
   

  	
  Savannah

  	
   

  	
  GA

  	
   

  	
  31405-3200

  
	
  P0000099

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1501 Manchester Expy

  	
   

  	
  Columbus

  	
   

  	
  GA

  	
   

  	
  31904-6659

  
	
  P0000100

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  203 W 6th St

  	
   

  	
  Waynesboro

  	
   

  	
  GA

  	
   

  	
  30830-1461

  



 


A-15





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  
	
  P0000101

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  402 Columbia St

  	
   

  	
  Blakeley

  	
   

  	
  GA

  	
   

  	
  31723-1703

  
	
  P0000102

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  2196 US Highway 17

  	
   

  	
  Richmond Hill

  	
   

  	
  GA

  	
   

  	
  31324-3671

  
	
  P0000103

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  3602 Peach Orchard Rd

  	
   

  	
  Augusta

  	
   

  	
  GA

  	
   

  	
  30906-9436

  
	
  P0000104

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  760 E King Avenue

  	
   

  	
  Kingsland

  	
   

  	
  GA

  	
   

  	
  31548-6317

  
	
  P0000105

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  310 W Taylor St

  	
   

  	
  Griffin

  	
   

  	
  GA

  	
   

  	
  30223-3029

  
	
  P0000106

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5621 Riverdale Dr

  	
   

  	
  College Park

  	
   

  	
  GA

  	
   

  	
  30349-6443

  
	
  P0000107

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1496 US Highway 19

  	
   

  	
  Leesburg

  	
   

  	
  GA

  	
   

  	
  31763-4834

  
	
  P0000108

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  950 E Boston St

  	
   

  	
  Covington

  	
   

  	
  LA

  	
   

  	
  70433-3282

  
	
  P0000109

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  2602 Washington Ave

  	
   

  	
  Alton

  	
   

  	
  IL

  	
   

  	
  62002-5466

  
	
  P0000110

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Advance Auto Parts

  	
   

  	
  3510 Gravois Ave

  	
   

  	
  Saint Louis

  	
   

  	
  MO

  	
   

  	
  63118-3504

  
	
  P0000111

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  5060 Hardy St

  	
   

  	
  Hattiesburg

  	
   

  	
  MS

  	
   

  	
  39402-1307

  
	
  P0000112

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  300 US Highway 80 W

  	
   

  	
  Clinton

  	
   

  	
  MS

  	
   

  	
  39056

  
	
  P0000113

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  1259 Ellis Ave

  	
   

  	
  Jackson

  	
   

  	
  MS

  	
   

  	
  39209-7328

  
	
  P0000114

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  179 Sgt Prentiss Dr

  	
   

  	
  Natchez

  	
   

  	
  MS

  	
   

  	
  39120-4733

  
	
  P0000115

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  198 Northside Dr

  	
   

  	
  Newton

  	
   

  	
  MS

  	
   

  	
  39345-9747

  
	
  P0000116

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  614 Central Ave W

  	
   

  	
  Wiggins

  	
   

  	
  MS

  	
   

  	
  39577-2531

  
	
  P0000117

  	
   

  	
  Advance Auto Parts, Inc.

  	
   

  	
  Discount Auto Parts

  	
   

  	
  550 E Baruch St

  	
   

  	
  Denmark

  	
   

  	
  SC

  	
   

  	
  29042-1307

  



 


A-16





















 


EXHIBIT B


 


FORM OF REQUEST
FOR RELEASE — PROPERTY MANAGER


 


[Date]


 


Midland Loan Services, Inc.


10851 Master Suite 300


Overland Park, Kansas 66210


 


Citibank, N.A.


388 Greenwich Street


14th Floor


New York, New York 10013


Attention:  Structured
Finance Agency-Spirit Master Funding, LLC, Series 2005-1


 


Spirit Master Funding, LLC


 


Re:          Spirit
Master Funding, LLC, Net-Lease Mortgage Notes, Series 2005


 


In
connection with the administration of the Lease Files held by or on behalf of
you as trustee under that certain Property Management and Servicing Agreement,
dated as of July 26, 2005 (the “Property Management
Agreement”), among Spirit Master Funding, LLC, as issuer (the “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 pursuant to the Property
Management Agreement, have been or will be so deposited.


 


o            2.             Other. 
(Describe)


 


B-1





















 


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]


 


Midland Loan Services, Inc.


10851 Master Suite 300


Overland Park, Kansas 66210


Spirit Master Funding, LLC


 


Re:          Spirit
Master Funding, LLC, Net-Lease Mortgage Notes, Series 2005-1


 


In
connection with the administration of the Lease Files held by or on behalf of
you as trustee under that certain Property Management and Servicing Agreement,
dated as of July 26, 2005 (the “Property Management
Agreement”), among Spirit Master Funding, LLC, as issuer (the “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 that are required to be deposited into the Release Account or the
Collection Account pursuant to Section 3.04(a) 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.


 


C-1





















 


	
   

  	
  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 Property Management and Servicing Agreement, dated as
of July 26, 2005 (the “Agreement”),
among Spirit Master Funding, LLC, as Issuer (the “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,
the [Issuer]
[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 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                      ,        .


 


	
   

  	
  SPIRIT MASTER FUNDING,
  LLC,

  as Issuer under that certain Property

  Management and Servicing Agreement

  dated as of July 26, 2005

  
	
   

  	
   

  
	
   

  	
  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)