Exhibit 4.2


 


EXECUTION COPY


 


SPIRIT MASTER FUNDING, LLC


Issuer


 


and


 


CITIBANK, N.A.


Indenture Trustee


 


 










 


SERIES 2005-1 SUPPLEMENT


 


Dated as of July 26, 2005


 


to


 


MASTER INDENTURE


 


Dated as of July 26, 2005


 










 


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


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Designation

  	
   

  
	
  Section 2.02.

  	
  Payments on the Series
  2005-1 Notes

  	
   

  
	
  Section 2.03.

  	
  Redemption of the Series 2005-1 Notes

  	
   

  
	
  Section 2.04.

  	
  The Insurance Policy Proceeds Account

  	
   

  
	
  Section 2.05.

  	
  Limitations Regarding Repurchases,
  Substitutions and Acquisitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Representations
  and Warranties

  	
   

  
	
  Section 3.02.

  	
  No Default

  	
   

  
	
  Section 3.03.

  	
  Conditions Precedent Satisfied

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Ratification of Indenture

  	
   

  
	
  Section 4.02.

  	
  Actions by Controlling
  Party

  	
   

  
	
  Section 4.03.

  	
  Counterparts

  	
   

  
	
  Section 4.04.

  	
  Governing Law

  	
   

  
	
  Section 4.05.

  	
  Beneficiaries

  	
   

  
	
  Section 4.06.

  	
  Limited Recourse

  	
   

  
	
  Section 4.07.

  	
  Notice to the Insurer

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Representations
  and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  
	
  SCHEDULE I

  	
  Amortization Schedule

  	
   

  



 


i





















 


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


 


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


 


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


 


ARTICLE I



DEFINITIONS


 


Section
1.01.          Definitions.


 


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


 


“Accrual Period”:  With respect to the Series 2005-1 Notes and
any Payment Date, the calendar month immediately preceding
such Payment Date.


 


“Class A-1 Note”:  Any of the Series 2005-1 Notes with a “Class
A-1” designation on the face thereof, issued pursuant to this Series 2005-1
Supplement and the Indenture, executed by the Issuer and authenticated by the
Indenture Trustee or the Authenticating Agent, if any, substantially in the
form of Exhibit A-1, A-2 or A-3 attached to the Indenture.


 


“Class A-2 Note”:  Any of the Notes with a “Class A-2”
designation on the face thereof, issued pursuant to this Series 2005-1
Supplement and the Indenture, executed by the Issuer and authenticated by the
Indenture Trustee or the Authenticating Agent, if any, substantially in the
form of Exhibit A-1, A-2 or A-3 attached to the Indenture.


 


“Controlling Party”:  With respect to the Series 2005-1 Notes, (i)
the Insurer, for so long as no Insurer Default has occurred and is continuing
and (ii) if an Insurer Default has occurred and is continuing, the Series
2005-1 Noteholders representing in the aggregate more than 50% of the aggregate
Class Principal Balance of the Series 2005-1 Notes.


 


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


 


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


 


“Early Amortization Event”:  With respect to the Series 2005-1 Notes, (a)
as defined in the Indenture and (b) the Insurer has determined, in its
reasonable


 


2





















 


discretion, that as of the date that is six months prior to the
applicable Legal Final Payment Date, the Issuer will not have the ability to
pay off the applicable Notes on such Legal Final Payment Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurer Default”:  With respect to the Insurance Policy and
Insurance Agreement, the existence and continuance of any of the following: (a)
a failure of the Insurer to make a payment required under the Insurance Policy
in accordance with the terms thereof; or (b) (i) the Insurer (A) files any
petition or commences any case or proceeding under any provision or chapter of
the Bankruptcy Code of 1978, as amended (the “Bankruptcy
Code”), or any other similar federal or state law in the United
States of America relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization (an “Insolvency Law”),
(B) makes a general assignment for the benefit of its creditors, or (C) has an
order for relief entered against it under any Insolvency Law, the Bankruptcy
Code or any other similar federal or state law in the United States of America
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and non-appealable, or (ii) a court of competent
jurisdiction, the New York or Wisconsin Department of Insurance or any other
competent regulatory authority enters a final and


 


3





















 


non-appealable order, judgment or decree (X) appointing a custodian,
trustee, agent or receiver for the Insurer or for all or any material portion
of its property, or (Y) authorizing the taking of possession by a custodian,
trustee, agent or receiver of the Insurer (or the taking of possession of all
or any material portion of the property of the Insurer).


 


“Insurer Premium”:  With respect to the Series 2005-1 Notes and
any Payment Date, the premium payable in arrears to the Insurer pursuant to the
Insurance Premium Fee Letter.


 


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


 


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


 


“Maximum Property Concentration”:  With respect to any date of determination,
(i) with respect to the Property Concentration for any Business Sector, (a) in
the case of Specialty Retailers as of any Determination Date, a percentage
equal to 23.0% as of such Determination Date, (b) in the case of Education
Facilities as of any Determination Date, a percentage equal to 10.0% as of such
Determination Date, and (c) in the case of any other Business Sector (other than
the Restaurant Business Sector, so long as no related Restaurant Concept
exceeds 7.5% of the Allocated Collateral Amount of all Mortgaged Properties
(including those Mortgaged Properties securing Mortgage Loans)) as of any
Determination Date, a percentage no greater than 7.5% as of such Determination
Date (other than Movie Theatres, which initially may not exceed the applicable
Property Concentration as of the Initial Closing Date and, upon the Movie
Theatre Property Concentration falling below 7.5%, may not exceed 7.5%); (ii)
with respect to the Property Concentration for any Tenant (including affiliates
thereof), (x) in the case of the largest concentration of Tenants (including
affiliates thereof) as of such Determination Date, a percentage equal to 7.0%
as of such Determination Date and (y) in the case of the five (5) largest
concentrations of Tenants (including affiliates thereof) as of such
Determination Date, an aggregate percentage equal to 30% as of such
Determination Date, (iii) with respect to the Property Concentration for any
state, a percentage equal to 15% plus the Property Concentration of such state
as of the Initial Closing Date; (iv) with respect to the Property Concentration
for Ground Leases, a percentage equal to 2.0%; and (v) with respect to the
Property Concentration for Leases pursuant to which Tenants pay Percentage Rent
only, a percent equal to 1.0%.


 


4





















 


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


 


“Reinvestment Yield”:  With respect to any Class of Series 2005-1
Notes, the yield on United States Treasury Securities having the closest
maturity (month and year) to the weighted average life of such Class (prior to
the application of any Voluntary Prepayment with respect thereto; if more than
one such quoted United States Treasury Security has the same maturity date,
then the yield of the United States Treasury Security quoted closest to par),
plus 0.50%.


 


“Scheduled Series Balance”:  With respect to any Payment Date and the
Series 2005-1 Notes, the amount set forth for such date on the Amortization
Schedule annexed hereto as Schedule I.


 


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


 


“Series Closing Date”:  July 26, 2005.


 


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


 


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


 


ARTICLE II



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


 


Section 2.01.          Designation.


 


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


 


5





















 


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


 




	
  Class

  Designation

  	
   

  	
  Initial Class

  Principal Balance

  	
   

  	
  Note Rate

  	
   

  	
  Ratings (S&P/Moody’s)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1

  	
   

  	
  $

  	
  183,000,000

  	
   

  	
  5.05

  	
  %

  	
  AAA/Aaa

  	
   

  
	
  Class A-2

  	
   

  	
  $

  	
  258,300,000

  	
   

  	
  5.37

  	
  %

  	
  AAA/Aaa

  	
   

  






 


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


 


The Series 2005-1 Notes
shall not have preference or priority over the Notes of any other Series except
to the extent set forth in the Indenture. The Series 2005-1 Notes shall not be
subordinate to any other Series.


 


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


 


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


 


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


 


Section 2.02.          Payments on the Series 2005-1 Notes.  On each Payment Date, the Indenture Trustee
will apply and will pay the Series Available Amount with respect to the Series
2005-1 Notes for such Payment Date for the following purposes and in the
following order of priority:


 


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


 


(2)           on a pro rata basis, (I) to the Class A-1
Noteholders, the Note Interest with respect to the Class A-1 Notes, plus unpaid
Note Interest with respect to the Class A-1 Notes from any prior Payment Date,
together with interest on any such unpaid Note Interest at the Note Rate
applicable to the Class A-1 Notes, and (II) to the Class A-2 Noteholders, the
Note Interest with respect to the Class A-2 Notes, plus unpaid Note Interest
with respect to the Class A-2 Notes from any prior Payment Date, together with
interest on any such unpaid Note Interest at the Note Rate applicable to the
Class A-2 Notes;


 


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


 


6





















 


Payments and all Unscheduled
Principal Payments allocable to Series 2005-1 for such Payment Date and (y)
second, until the Class Principal Balance of the Class A-2 Notes has been
reduced to zero, to the Class A-2 Noteholders, an amount up to the sum of the
Scheduled Principal Payments and all Unscheduled Principal Payments allocable
to Series 2005-1 for such Payment Date (less the amount paid pursuant to clause
(3)(I)(x) immediately above) or (II) if an Early Amortization Event or
Event of Default has occurred and is continuing, on a pro rata
basis based on unpaid principal amounts, (x) to the Class A-1 Noteholders, in
respect of unpaid principal of the Class A-1 Notes and (y) to the Class A-2
Noteholders, in respect of unpaid principal of the Class A-2 Notes, up to an
aggregate amount equal to the applicable Series Available Amount remaining for
such Payment Date;


 


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


 


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


 


Section 2.03.          Redemption
of the Series 2005-1 Notes. 
On any Payment Date prior to the Legal Final Payment Date, the Issuer
may redeem the Series 2005-1 Notes in whole or in part, in accordance with the
procedures set forth in the Indenture and at a price equal to the outstanding
principal amounts thereof plus accrued and unpaid interest thereon, the
applicable Make Whole Payment and any outstanding expenses.


 


Section 2.04.          The Insurance Policy Proceeds Account.  The Indenture Trustee shall, prior to the
Series Closing Date, establish the Insurance Policy Proceeds Account at
Citibank, N.A., in its name, as Indenture Trustee, bearing a designation
clearly indicating that such account and all funds deposited therein are held
for the exclusive benefit of the Series 2005-1 Noteholders, over which the
Indenture Trustee shall have exclusive control and the sole right of
withdrawal, and in which neither the Issuer nor any other Person shall have any
legal or beneficial interest.  Amounts
held in the Insurance Policy Proceeds Account shall be held uninvested.


 


Section
2.05.          Limitations
Regarding Repurchases, Substitutions and Acquisitions.  Pursuant to Section 3.18 of the Property
Management Agreement, and except with respect to repurchases or substitutions
by the applicable Originator or Support Provider due to a Collateral Defect,
the Issuer may only sell or exchange Mortgaged Properties and Mortgage Loans to
or with any of its Affiliates subject to the following conditions: (a) the
Issuer may sell or exchange Mortgaged Properties and Mortgage Loans only to or
with a Spirit SPE that is not the Originator of the Mortgaged


 


7





















 


Property or Mortgage Loan or, in the case of
Mortgage Loans or Mortgaged Properties that are Delinquent Assets or Defaulted
Assets, to or with the Property Manager, the Special Servicer or a Spirit SPE
that is not the Originator, (b) the aggregate Collateral Value of all Mortgaged
Properties and Mortgage Loans sold to or exchanged with affiliates of the
Issuer that are not related to Delinquent Assets or Defaulted Assets may not
exceed 10% of the Aggregate Collateral Value as of the Series Closing Date, and
(c) the aggregate Collateral Value of all Mortgaged Properties and Mortgage
Loans sold to affiliates of the Issuer that are related to Delinquent Assets or
Defaulted Assets may not exceed 10% of the Aggregate Collateral Value as of the
Series Closing Date; provided, that subject to receipt of an opinion of counsel
regarding certain matters of bankruptcy law, such 10% limitation may be waived
by the Insurer.


 


In addition, pursuant to Section 3.18 of the
Property Management Agreement, the aggregate Collateral Value of Qualified
Substitute Mortgage Loans and Qualified Substitute Mortgaged Properties
acquired by the Issuer from any Affiliate of the Issuer (including with
proceeds from sales to third parties) may not exceed:  (i) in any 12-month period, 10% of the
Aggregate Collateral Value as of the Series Closing Date and (ii) over the term
of the Notes, 25% of the Aggregate Collateral Value as of the Series Closing
Date; provided, however, that the foregoing limitations will not include
Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged
Properties from parties unaffiliated with Spirit Finance, any mortgaged properties
substituted pursuant to any Third Party Purchase Options or any Lease Transfer
Mortgaged Properties.


 


ARTICLE III



REPRESENTATIONS AND
WARRANTIES


 


Section 3.01.          Representations and Warranties.


 


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


 


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


 


(i)            it has full
corporate power and authority to execute, deliver and perform under this Series
2005-1 Supplement, and to consummate the transactions set forth herein.  The consummation of the transactions
contemplated by this Series 2005-1 Supplement is in the ordinary course of its
business and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of its organizational documents, or any
material agreement or instrument to which it is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which it or its property is subject, except any such violation
that would not result in a material adverse effect on the business or financial
condition of such party or the


 


8





















 


enforceability of any of the Transaction
Documents.  The execution, delivery and
performance by it of this Series 2005-1 Supplement, and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action.  This Series
2005-1 Supplement has been duly executed and delivered by it and constitutes
the valid and legally binding obligation of it enforceable against it in
accordance with its terms;


 


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


 


Section 3.02.          No
Default.  The Issuer hereby represents and warrants to
the Series 2005-1 Noteholders and the Indenture Trustee that, as of the Series
Closing Date, no Event of Default has occurred and is continuing.


 


Section 3.03.          Conditions
Precedent Satisfied.  The Issuer hereby represents and warrants to
the Series 2005-1 Noteholders and the Indenture Trustee that, as of the Series
Closing Date, each of the conditions precedent set forth in the Indenture have
been satisfied.


 


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


 


ARTICLE IV


 


MISCELLANEOUS PROVISIONS


 


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


 


Section 4.02.          Actions by Controlling Party.  So long as no Insurer Default has occurred
and is continuing, the Insurer, and at any time that an Insurer Default has
occurred and is continuing, Series 2005-1 Noteholders representing more than
50% of the Aggregate Class Principal Balance of the Series 2005-1 Notes, will
be entitled to exercise the rights and remedies of the Series 2005-1
Noteholders with respect to actions taken by the Controlling Party pursuant to
the Indenture.


 


Section 4.03.          Counterparts. 
This Series 2005-1 Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts,


 


9





















 


each of which shall be an original, but all
of which shall constitute one and the same instrument.


 


Section 4.04.          Governing Law. 
THIS SERIES
2005-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


Section 4.05.          Beneficiaries. 
This Series 2005-1 Series Supplement and the Indenture shall inure to
the benefit of and be binding upon the parties hereto,
the Series 2005-1 Noteholders, and their respective successors and permitted
assigns.  No other Person shall have any
right or obligation hereunder.


 


Section 4.06.          Limited Recourse. 
Notwithstanding anything to the contrary herein or in the Indenture, the
Series 2005-1 Notes are nonrecourse obligations solely of the Issuer and shall
be payable only from the Collateral Pool and from drawings on the Insurance
Policy.  Upon the exhaustion of the
Collateral included in the Collateral Pool, any liabilities of the Issuer
hereunder shall be extinguished.  Each
Series 2005-1 Noteholder shall be deemed to have agreed, by acceptance of its
Note, not to file or join in filing any petition in bankruptcy or commence any
similar proceeding in respect of the Issuer for a period of two years and 31
days following payment in full of all of the Notes issued or co-issued by the
Issuer under the Indenture.


 


Section 4.07.          Notice
to the Insurer and the Rating Agencies. 
Any communication provided for or permitted hereunder or pursuant to the
Indenture shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if delivered by courier or mailed by
first class mail, postage prepaid, or if transmitted by facsimile and confirmed
in a writing delivered or mailed as aforesaid, to: (i) in the case of the
Insurer, Ambac Assurance Corporation, One State Street Plaza, New York, New
York 10004, Attention:  Structured
Finance—Mortgage-Backed Securities Group, facsimile number: (212) 363-1459, with a copy to, Cadwalader, Wickersham & Taft LLP, One
World Financial Center, New York, New York 10281, Attention:  Pat Quinn, facsimile number (212) 909-5870;
(ii) 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;
and (iii) in the case of Moody’s, Moody’s Investor Services, Inc., 99 Church
Street, New York, New York 10007, Attention: 
Asset-Backed Monitoring, facsimile number: 212-553-1350; or, as to each
such Person, such other address or facsimile number as may hereafter be
furnished by such Person to the parties hereto in writing.


 


10





















 


IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Series 2005-1 Supplement to be duly executed and delivered by their
respective officers thereunto duly authorized and their respective seals, duly
attested, to be hereunto affixed, all as of the day and year first above
written.


 


	
   

  	
  SPIRIT MASTER FUNDING, LLC

  
	
   

  	
  as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael T. Bennett

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Michael T. Bennett

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John Hannon

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: John Hannon

  
	
   

  	
  Title: Assistant Vice President

  
						



 


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EXHIBIT A


 


REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


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


 


(c)           The information
pertaining to the Mortgage Loan set forth in the Mortgage Loan Schedule
attached to the Purchase and Sale Agreements (the “Mortgage Loan Schedule”) was
true and correct in all material respects as of the related Transfer Date.  The Mortgage Loan was originated or acquired
in accordance with, and fully complies with, the Underwriting Guidelines in all
material respects.  The related Loan File
contains all of the documents and instruments required to be contained therein.


 


(d)           The following (“Permitted
Exceptions”): (i) liens for real estate taxes and special assessments not yet
due and payable or due but not yet delinquent, (ii) covenants, conditions and
restrictions, rights-of-way, easements and other matters of public record, such
exceptions being of a type or nature that are acceptable to mortgage lending
institutions generally, (iii) those purchase options described under “Description


 


12





















 


of the Mortgage Loans, the
Mortgaged Properties and the Leases —Terms Governing the Leases—Third Party
Purchase Option” and “—Third Party Options to Purchase” herein and (iv) other
matters to which like properties are commonly subject, which matters referred
to in clauses (i), (ii), (iii), and (iv), (v) or (vi) do not, individually or
in the aggregate, materially interfere with the value of the Mortgaged
Property, or do not materially interfere or restrict the current use or
operation of the Mortgaged Property relating to the Mortgage Loan or do not
materially interfere with the security intended to be provided by the Mortgage,
the current use or operation of the Mortgaged Property or the current ability
of the Mortgaged Property to generate net operating income sufficient to
service the Mortgage Loan.  Financing
Statements have been filed and/or recorded (or, if not filed and/or recorded,
have been submitted in proper form for filing and recording), in all public
places necessary to perfect a valid first priority security interest in all
items of personal property defined as part of the Mortgaged Property and in all
cases, subject to a purchase money security interest and to the extent
perfection may be effected pursuant to applicable law solely by recording or
filing Financing Statements.


 


(e)           With respect to
each Mortgage Loan, the related Mortgage constitutes a valid, legally binding
and enforceable first priority lien upon the related
Mortgaged Property securing such Mortgage Loan and the improvements located
thereon and forming a part thereof, prior to all other liens and encumbrances,
except for Permitted Exceptions.  The
lien of the Mortgage is insured by an ALTA lender’s title insurance policy (“Title
Policy”), or its equivalent as adopted in the applicable jurisdiction, issued
by a nationally recognized title insurance company, insuring the originator of
the Mortgage Loan, its successors and assigns, as to the first priority lien of
the Mortgage in the original principal amount of the Mortgage Loan after all
advances of principal, subject only to Permitted Exceptions (or, if a title
insurance policy has not yet been issued in respect of the Mortgage Loan, a
policy meeting the foregoing description is evidenced by a commitment for title
insurance “marked up” (or by “pro-forma” otherwise agreed to in a closing
instruction letter countersigned by the title company) as of the closing date
of the Mortgage Loan).  Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in
full force and effect, all premiums thereon have been paid and no material
claims have been made thereunder and no claims have been paid thereunder.  Seller has not, by act or omission, done
anything that would materially impair the coverage under such Title
Policy.  Immediately following the
transfer and assignment of the Mortgage Loan to Purchaser, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) will
inure to the benefit of Purchaser without the consent of or notice to the
insurer.


 


(f)            Seller has not
waived any material default, breach, violation or event of acceleration
existing under the Mortgage or Mortgage Note.


 


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


 


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


 


13





















 


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


 


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


 


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


 


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


 


(m)          All
improvements upon the Mortgaged Property securing any Mortgage Loan are insured
under insurance policies (as described in a Schedule to the Purchase and Sale
Agreements the “Insurance Schedule”). 
The Mortgage Loan documents require the Borrower to maintain, or cause
the Tenant to maintain, and the Lease requires the Tenant to maintain insurance
coverage described on the Insurance Schedule and all insurance required under
applicable law including, without limitation, insurance against loss by hazards
with extended coverage in an amount (subject to a customary deductible) at
least equal to the full replacement cost of the improvements located on such
Mortgaged Property, including without limitation, flood insurance if any
portion of the improvements located upon the Mortgaged Property was, at the
time of the origination of the Mortgage Loan, in a flood zone area as
identified in the Federal Register by the Federal Emergency Management Agency
as a 100 year flood zone or special hazard area, and flood insurance was
available under the then current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier.  The Loan Documents require the Borrower to
maintain, or to cause the Tenant to maintain on the Mortgaged Property securing
any Mortgage Loan a fire and extended perils insurance policy, in an amount not
less than the replacement cost and the amount necessary to avoid the operation
of any co-insurance provisions with respect to the Mortgaged Property. All such
insurance policies contain a standard “additional insured”


 


14





















 


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


 


(n)           As of the
Series Closing Date, with the exception of the 40 Mortgaged Properties securing
40 Mortgage Loans, representing 57.7% of the Mortgage Loans (by Allocated
Collateral Amount) for each of which there is an environmental insurance policy
in place), the Mortgaged Property securing any Mortgage Loan was subject to one
or more environmental site assessments or reports (or an update of a previously
conducted assessment or report) prior to the origination of such Mortgage Loan,
and Seller has no knowledge of any material and adverse environmental
conditions or circumstance affecting such Mortgaged Property that was not
disclosed in the related assessment or report(s).  There are no material and adverse
environmental conditions or circumstances affecting the Mortgaged Property
securing any such Mortgage Loan other than, with respect to any adverse
environmental condition described in such report, those conditions for which
remediation has been completed and, thereafter, to the extent that such report
or remediation program so recommended, (i) a program of annual integrity
testing and/or monitoring was recommended and implemented in connection with
the Mortgaged Property securing any such Mortgage Loan or an adjacent or
neighboring property; (ii) an operations and maintenance plan or periodic
monitoring of such mortgaged Property or nearby properties was recommended and
implemented or (iii) a follow-up plan was otherwise required to be taken under
CERCLA (as defined below) or under regulations established thereunder from time
to time by the Environmental Protection agency and such plan has been
implemented in the case of (i), (ii) and (iii) above, the Borrower determined
in accordance with the Underwriting Guidelines that adequate funding was
available for such program or plan, as applicable.  Seller has not taken any action with respect
to the Mortgage Loan or the Mortgaged Property securing


 


15





















 


such Mortgage Loan that
could subject Purchaser, or its successors and assigns in respect of the
Mortgage Loan, to any liability under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (“CERCLA”) or any other
applicable federal, state or local environmental law, and Seller has not
received any actual notice of a material violation of CERCLA or any applicable
federal, state or local environmental law with respect to the Mortgaged
Property securing such Mortgage Loan that was not disclosed in the related
report.  The Mortgage or other Mortgage
Loan Documents require the Borrower (and the Leases require the Tenant) to comply
with all applicable federal, state and local environmental laws and
regulations.


 


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


 


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


 


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


 


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


 


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


 


(t)            The assignment
of the Mortgage referred to in the Loan File constitutes the legal, valid and
binding assignment of such Mortgage from the relevant assignor to Purchaser or
to the Collateral Agent.  The Assignment
of Leases and Rents set forth in the Mortgage or separate from the Mortgage and
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject only to Permitted Exceptions,
enforceable first priority lien and first priority security interest in the
Borrower’s interest in all leases, subleases, licenses or other agreements
pursuant to which any person is entitled to occupy, use or possess all or any
portion of the real property subject to the Mortgage, and each assignor
thereunder has the full right to assign the same.  The related assignment of Mortgage or any
assignment of leases and rents not included in a Mortgage, executed and
delivered in favor of Purchaser is in recordable form and constitutes a legal,
valid and binding assignment, sufficient to convey to the assignee named
therein all of the assignor’s right, title and interest in, to and under such
assignment of leases and rents.


 


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


 


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


 


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


 


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


 


(y)           In connection
with the origination of each Mortgage Loan, Seller inspected or caused to be
inspected the Mortgaged Property securing the Mortgage Loan by inspection,
appraisal or otherwise as required in Seller’s Underwriting Guidelines then in
effect.


 


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


 


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


 


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


 


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


 


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


 


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


 


(ff)           There are no
actions, suits, legal, arbitration or administrative proceedings or
investigations by or before any court or governmental authority or, to the best
of Seller’s knowledge, pending against or affecting the Borrower, the Mortgaged
Property securing the Mortgage Loan that, if determined adversely to such
Borrower, Mortgaged Property securing the Mortgage Loan, would materially and
adversely affect the value of the Mortgaged Property securing the Mortgage Loan
or the ability of the Borrower to pay principal, interest or any other amounts
due under the Mortgage Loan or the Lease, as applicable.


 


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


 


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(hh)         Except in cases
where either (i) a release of a portion of the Mortgaged Property securing the
Mortgage Loan was contemplated at origination of the Mortgage Loan and such
portion was not considered material for purposes of underwriting the Mortgage
Loan, or (ii) release is conditioned upon the satisfaction of certain
underwriting and legal requirements and the payment of a release price, the
Mortgage Note or Mortgage do not require the holder thereof to release all or
any portion of the Mortgaged Property securing the Mortgage Loan from the lien
of the Mortgage except upon payment in full of all amounts due under the
Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19





















 


Mortgaged Property or is
required to cause the Tenant to maintain (and the Tenant has obtained)
earthquake insurance if such Mortgaged Property is located in any such area.


 


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


 


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


 


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


 


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


 


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


 


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


 


20





















 


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


 


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


 


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


 


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


 


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


 


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


 


(10)            Any related
insurance proceeds or condemnation award (other than in respect of a total or
substantially total loss or taking) is required to be applied either to the
repair or restoration of all or part of the related Mortgaged Property, with
the lender or a trustee appointed by it having the right to hold and disburse
such proceeds as repair or restoration progresses, or to the payment of the
outstanding principal balance of the Mortgage Loan, together with any accrued
interest, except that in the case of condemnation awards, the Ground Lessor may
be entitled to a portion of such award.


 


(11)            Any related
insurance proceeds, or condemnation award in respect of a total or
substantially total loss or taking of the related
Mortgaged Property is required to be applied first to the payment of the
outstanding principal balance of the Mortgage Loan, together with any


 


21





















 


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


 


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


 


(tt)           With respect to
Mortgage Loans originated after the Series Closing Date and with respect to any
Qualified Substitute Mortgage Loans purchased or substituted by Purchaser from
a third party, each Mortgage Loan and the related Mortgaged Property securing
the Mortgage Loan shall be originated pursuant to the Underwriting Guidelines
(subject to any material modifications approved by the Insurer) Seller Form
Documents or in accordance with a Borrower’s, Tenant’s or a different form of
document that is otherwise approved by an Seller on a case by case basis in a
manner that provides for Seller to receive the substantive benefits intended to
be realized under the material terms of Seller Form Documents.


 


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


 


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


 


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


 


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


 


(c)           The information set forth in
the Lease Schedule (attached as Exhibit D) with respect to such Property and
Lease was true and correct in all material respects as of the Closing Date.


 


(d)           Such Lease for the related
Property was not delinquent (giving effect to any applicable grace period) in
the payment of any monthly Lease payments (other than percentage rents that are
being recalculated with respect to certain Leases set


 


22





















 


forth
in the Lease Schedule) as of the Closing Date, and has not been during the time
owned by Seller, 30 days or more delinquent in respect of any monthly Lease
payment required thereunder.


 


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


 


(f)            With respect to the related
Lease for each Property, (i) there exists no material default, breach or event
of acceleration under the Lease or any other agreement, document or instrument
executed in connection with such Lease, (ii) to Seller’s knowledge, there
exists no event (other than payments due but not yet delinquent) that, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute such a material default, breach or event of acceleration under
the Lease and (iii) there exists no material default, breach or event of
acceleration under the Lease which Seller, as landlord, or its servicer is not
pursuing to cure, resolve or otherwise pursue remedies under the Lease with
diligence.


 


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


 


(h)           The Property is covered by
an American Land Title Association (or an equivalent form thereof as adopted in
the applicable jurisdiction) mortgagee’s title insurance policy (the “Title
Policy”), or during the 6 months after the date of transfer thereof, a Title
Policy in an amount at least equal to the Appraised Value of such Property,
subject only to the Permitted Exceptions (to the extent stated therein); such
title insurance policy is in full force and effect and names the Collateral
Agent as a mortgagee of record; as of the Closing Date, all premiums for the
title policy have been paid; and as of the Closing Date, no material claims
have been made thereunder.  The Title
Policy has been issued by a company licensed to issue such policies in the
state in which such Property is located.


 


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


 


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


 


23





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(r)            Except for Leases that
permit the Tenant to self-insure, each Lease requires the Tenant to maintain
(or make payment to the lessor to cover such premiums) in respect of the
Property insurance against loss by hazards (excluding flood and earthquake) and
comprehensive general liability insurance in amounts generally required by
Seller, and in some cases (which may be only required at an Seller’s request),
business interruption or rental value insurance for at least 6 months; all of
such insurance required under the Lease for such Property (including, without
limitation, if provided under a master insurance policy of Seller or an
affiliate thereof) is in full force and effect and


 


24





















 


names
Seller or their respective successors and assigns as an additional insured; all
premiums for any insurance policies (including, without limitation, any
applicable master insurance policy of Seller or an affiliate thereof) required
to be paid have been paid; all of such insurance policies require prior notice
to the lessor under the Lease of termination or cancellation, and no such
notices have been received; in the event that the Tenant fails to maintain the
insurance required thereunder, the Lease (or other applicable document)
authorizes the lessor under the Lease to maintain such insurance at the Tenant’s
cost and expense and to seek reimbursement therefor from such Tenant. If such
Property is located in a “Special Flood Hazard Zone” so designated by the
Secretary of the United States Department of Housing and Urban Development,
such Property is required under the Lease to be covered by insurance against
loss by flood in amounts generally required by Seller which insurance is in
full force and effect.  With respect to
each Lease that permits the related Tenant to self-insure, such Lease requires
one of the following in order for such Tenant to self-insure: (i) the
related Tenant to not be in default, and such Tenant or any related Lease
Guarantor must either be a company listed on the NYSE with an NAIC rating of “2”
or better; (ii) the related Tenant to not be in default and maintain a
minimum tangible net worth of at least $50,000,000; (iii) the related
Tenant to maintain limits of not less than $2,000,000; or (iv) that the
related Tenant may self-insure up to $100,000 single limits per occurrence for
each $10,000,000 of such Tenant’s net worth as reflected on such Tenant’s most
recent audited balance sheet.


 


(s)           The Property was subject to
one or more environmental assessments or reports (or an update of a previously
conducted assessment or report) and Seller has no knowledge of any material and
adverse environmental conditions or circumstance affecting such Property that
was not disclosed in the related assessment or report(s).  There are no material and adverse
environmental conditions or circumstances affecting the Property other than,
with respect to any adverse environmental condition described in such report,
those conditions for which remediation has been completed and, thereafter, to
the extent that such report or remediation program so recommended, (i) a
program of annual integrity testing and/or monitoring was recommended and
implemented in connection with the Property or an adjacent or neighboring
property; (ii) an operations and maintenance plan or periodic monitoring of
such mortgaged Property or nearby properties was recommended and implemented or
(iii) a follow-up plan was otherwise required to be taken under CERCLA (as
defined below) or under regulations established thereunder from time to time by
the Environmental Protection Agency and such plan has been implemented in the
case of (i), (ii) and (iii) above, Seller determined in accordance with the
Underwriting Guidelines that adequate funding was available for such program or
plan, as applicable.  Seller has not
taken any action with respect to the Property that would subject Seller, or its
successors and assigns in respect of the Property, to any liability under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (“CERCLA”) or any other applicable federal, state or local
environmental law, and Seller has not received any actual notice of a material
violation of CERCLA or any applicable Environmental Law with respect to the
Property that was not disclosed in the related report.  The Lease requires the Tenant to comply with
all applicable federal, state and local laws, including Environmental
Laws.  The Lease specifically requires
compliance with any Environmental Laws. 
For purposes of this clause (s), “Environmental Law” means any


 


25





















 


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


 


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


 


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


 


(v)           With respect to each
Property:


 


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


 


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


 


26





















 


awards going to the lessor; or the
right to abate as a result of a landlord’s default;


 


(3)              Seller as
lessor under the Lease does not have any monetary obligations under the Lease
that have not been satisfied;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(w)          In connection with Leases
with a guaranty:


 


27





















 


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


 


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


 


(x)            No fraudulent acts were
committed by Seller during the origination process with respect to the Lease
related to such Property.


 


(y)           In connection with the
acquisition of each Property, Seller inspected or caused to be inspected the
Property by inspection, appraisal or otherwise as required in Seller’s
Underwriting Guidelines then in effect.


 


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


 


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


 


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


 


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


 


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


 


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


 


28





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)           The information pertaining
to the Equipment Loan set forth in the Equipment Loan Schedule attached to the
Purchase and Sale Agreements (the


 


29





















 


“Equipment
Loan Schedule”) was true and correct in all material respects as of the related
Transfer Date.  The Equipment Loan was
originated or acquired in accordance with, and fully complies with, the
Underwriting Guidelines in all material respects.  The related Loan File contains all of the
documents and instruments required to be contained therein.


 


(d)           [Reserved].


 


(e)           [Reserved].


 


(f)            Seller has not waived any
material default, breach, violation or event of acceleration existing under the
Security Agreement or Equipment Loan Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)          [Reserved].


 


30





















 


(n)           [Reserved].


 


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


 


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


 


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


 


(r)            [Reserved].


 


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


 


(t)            [Reserved].


 


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


 


(v)           [Reserved].


 


(w)          [Reserved]


 


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


 


(y)           [Reserved].


 


(z)            The Equipment Loan contains
no equity participation by or shared appreciation rights in the lender or
beneficiary under the Security Agreement, and does


 


31





















 


not provide for any contingent
or additional interest in the form of participation in the cash flow of the
secured equipment securing the Equipment Loan, or for negative amortization.


 


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


 


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


 


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


 


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


 


(ee)         [Reserved].


 


(ff)           There are no
actions, suits, legal, arbitration or administrative proceedings or
investigations by or before any court or governmental authority or, to the best
of Seller’s knowledge, pending against or affecting the Borrower, the secured
equipment securing the Equipment Loan that, if determined adversely to such
Borrower, secured equipment securing the Equipment Loan, would materially and
adversely affect the value of the secured equipment securing the Equipment Loan
or the ability of the


 


32





















 


Borrower to pay principal, interest or any other
amounts due under the Equipment Loan or the Lease, as applicable.


 


(gg)         [Reserved].


 


(hh)         [Reserved].


 


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


 


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


 


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


 


(ll)           [Reserved].


 


(mm)       [Reserved].


 


(nn)         [Reserved].


 


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


 


(pp)         [Reserved].


 


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


 


(rr)           [Reserved].


 


(ss)         [Reserved].


 


(tt)           With respect to
Equipment Loans originated after the Series Closing Date and with respect to
any Qualified Substitute Mortgage Loans purchased or substituted by Purchaser
from a third party, each Equipment Loan and the related secured equipment
securing the Equipment Loan shall be originated pursuant to the Underwriting
Guidelines (subject to any material modifications approved by the Insurer)
Seller Form Documents or in accordance with a Borrower’s, Tenant’s or a
different form of document


 


33





















 


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


 


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


 


34





















 


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


 


	
   

  	
  SPIRIT MASTER FUNDING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


35





















 


SCHEDULE I-A

MORTGAGE LOANS


 


I-A-1





















 


	
  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

  	
   

  
	
  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

  	
   

  



 


I-A-2





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


I-A-3





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  



 


I-A-4





















 


SCHEDULE I

MORTGAGE LOAN – EXCEPTIONS


 


None.


 


I-1





















 


SCHEDULE II-A

PROPERTIES


 


II-A-1





















 


	
  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

  	
   

  



 


II-A-2





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-3





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-4





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-5





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-6





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-7





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-8





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-9





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-10





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-11





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  



 


II-A-12





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-13





















 


	
  Property

  ID

  	
   

  	
  Obligor

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  Code

  	
   

  
	
  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

  	
   

  
	
  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

  	
   

  



 


II-A-14





















 


SCHEDULE II

PROPERTY EXCEPTIONS


 


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


 


	
  Property

  ID

  	
   

  	
  Asset/Property

  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Clarification/Other

  Issues

  	
   

  
	
  P0000047

  	
   

  	
  Flying J
  Travel Plaza

  	
   

  	
  950 State
  Road 

  206 West

  	
   

  	
  Saint
  Augustine

  	
   

  	
  FL

  	
   

  	
  32086

  	
   

  	
  There is
  continued monitoring of remediation activities.

  	
   

  



 


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


 


	
  Property

  ID

  	
   

  	
  Asset/Property

  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip Code

  	
   

  	
  Clarification/Other

  Issues

  	
   

  
	
  P0000047

  	
   

  	
  Flying J
  Travel Plaza

  	
   

  	
  950 State
  Road 

  206 West

  	
   

  	
  Saint
  Augustine

  	
   

  	
  FL

  	
   

  	
  32086

  	
   

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

  	
   

  
	
  P0000048

  	
   

  	
  Flying J
  Travel Plaza

  	
   

  	
  10226 Old 

  Federal Highway

  	
   

  	
  Carnesville

  	
   

  	
  GA

  	
   

  	
  30521

  	
   

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

  	
   

  
	
  P0000049

  	
   

  	
  Flying J Travel
  Plaza

  	
   

  	
  5300 S SR 3

  	
   

  	
  Spiceland

  	
   

  	
  IN

  	
   

  	
  47385

  	
   

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

  	
   

  
	
  P0000050

  	
   

  	
  Flying J
  Travel Plaza

  	
   

  	
  15236 State 

  Route 180

  	
   

  	
  Catlettsburg

  	
   

  	
  KY

  	
   

  	
  41129-9211

  	
   

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

  	
   

  



 


II-1





















 


SCHEDULE III-A

EQUIPMENT LOANS


 


	
  Property ID

  	
   

  	
  Concept

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Zip

  	
   

  
	
  P0000385

  	
   

  	
  Golden Corral

  	
   

  	
  616 So. Ridge Road Circle

  	
   

  	
  Wichita

  	
   

  	
  KS

  	
   

  	
  67209

  	
   

  
	
  P0000386

  	
   

  	
  Golden Corral

  	
   

  	
  2830 W. 18th Avenue

  	
   

  	
  Emporia

  	
   

  	
  KS

  	
   

  	
  66801

  	
   

  
	
  E000787

  	
   

  	
  Sky Ventures, LLC

  	
   

  	
  Multiple properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


III-1





















 


SCHEDULE III

EQUIPMENT LOAN EXCEPTIONS


 


None.


 





















 


SCHEDULE I


 


AMORTIZATION
SCHEDULE


 




	
  Date

  	
   

  	
  Scheduled Series Balance

  	
   

  
	
  7/25/2005

  	
   

  	
  $

  	
  441,300,000

  	
   

  
	
  8/20/2005

  	
   

  	
  $

  	
  440,657,000

  	
   

  
	
  9/20/2005

  	
   

  	
  $

  	
  440,017,000

  	
   

  
	
  10/20/2005

  	
   

  	
  $

  	
  439,374,000

  	
   

  
	
  11/20/2005

  	
   

  	
  $

  	
  438,728,000

  	
   

  
	
  12/20/2005

  	
   

  	
  $

  	
  438,078,000

  	
   

  
	
  1/20/2006

  	
   

  	
  $

  	
  437,425,000

  	
   

  
	
  2/20/2006

  	
   

  	
  $

  	
  436,769,000

  	
   

  
	
  3/20/2006

  	
   

  	
  $

  	
  436,110,000

  	
   

  
	
  4/20/2006

  	
   

  	
  $

  	
  435,447,000

  	
   

  
	
  5/20/2006

  	
   

  	
  $

  	
  434,781,000

  	
   

  
	
  6/20/2006

  	
   

  	
  $

  	
  434,112,000

  	
   

  
	
  7/20/2006

  	
   

  	
  $

  	
  433,439,000

  	
   

  
	
  8/20/2006

  	
   

  	
  $

  	
  432,763,000

  	
   

  
	
  9/20/2006

  	
   

  	
  $

  	
  432,083,000

  	
   

  
	
  10/20/2006

  	
   

  	
  $

  	
  431,400,000

  	
   

  
	
  11/20/2006

  	
   

  	
  $

  	
  430,714,000

  	
   

  
	
  12/20/2006

  	
   

  	
  $

  	
  430,024,000

  	
   

  
	
  1/20/2007

  	
   

  	
  $

  	
  429,331,000

  	
   

  
	
  2/20/2007

  	
   

  	
  $

  	
  428,635,000

  	
   

  
	
  3/20/2007

  	
   

  	
  $

  	
  427,935,000

  	
   

  
	
  4/20/2007

  	
   

  	
  $

  	
  427,231,000

  	
   

  
	
  5/20/2007

  	
   

  	
  $

  	
  426,524,000

  	
   

  
	
  6/20/2007

  	
   

  	
  $

  	
  425,813,000

  	
   

  
	
  7/20/2007

  	
   

  	
  $

  	
  425,099,000

  	
   

  
	
  8/20/2007

  	
   

  	
  $

  	
  424,381,000

  	
   

  
	
  9/20/2007

  	
   

  	
  $

  	
  423,660,000

  	
   

  
	
  10/20/2007

  	
   

  	
  $

  	
  422,935,000

  	
   

  
	
  11/20/2007

  	
   

  	
  $

  	
  422,206,000

  	
   

  
	
  12/20/2007

  	
   

  	
  $

  	
  421,474,000

  	
   

  
	
  1/20/2008

  	
   

  	
  $

  	
  420,738,000

  	
   

  
	
  2/20/2008

  	
   

  	
  $

  	
  419,999,000

  	
   

  
	
  3/20/2008

  	
   

  	
  $

  	
  419,255,000

  	
   

  
	
  4/20/2008

  	
   

  	
  $

  	
  418,508,000

  	
   

  
	
  5/20/2008

  	
   

  	
  $

  	
  417,758,000

  	
   

  
	
  6/20/2008

  	
   

  	
  $

  	
  417,003,000

  	
   

  
	
  7/20/2008

  	
   

  	
  $

  	
  416,245,000

  	
   

  
	
  8/20/2008

  	
   

  	
  $

  	
  415,483,000

  	
   

  
	
  9/20/2008

  	
   

  	
  $

  	
  414,717,000

  	
   

  
	
  10/20/2008

  	
   

  	
  $

  	
  413,947,000

  	
   

  
	
  11/20/2008

  	
   

  	
  $

  	
  413,174,000

  	
   

  
	
  12/20/2008

  	
   

  	
  $

  	
  412,397,000

  	
   

  
	
  1/20/2009

  	
   

  	
  $

  	
  411,615,000

  	
   

  
	
  2/20/2009

  	
   

  	
  $

  	
  410,830,000

  	
   

  
	
  3/20/2009

  	
   

  	
  $

  	
  410,041,000

  	
   

  
	
  4/20/2009

  	
   

  	
  $

  	
  409,248,000

  	
   

  
	
  5/20/2009

  	
   

  	
  $

  	
  408,451,000

  	
   

  
	
  6/20/2009

  	
   

  	
  $

  	
  407,650,000

  	
   

  
	
  7/20/2009

  	
   

  	
  $

  	
  406,845,000

  	
   

  






 





















 




	
  Date

  	
   

  	
  Scheduled Series Balance

  	
   

  
	
  8/20/2009

  	
   

  	
  $

  	
  406,036,000

  	
   

  
	
  9/20/2009

  	
   

  	
  $

  	
  405,223,000

  	
   

  
	
  10/20/2009

  	
   

  	
  $

  	
  404,406,000

  	
   

  
	
  11/20/2009

  	
   

  	
  $

  	
  403,584,000

  	
   

  
	
  12/20/2009

  	
   

  	
  $

  	
  402,759,000

  	
   

  
	
  1/20/2010

  	
   

  	
  $

  	
  401,930,000

  	
   

  
	
  2/20/2010

  	
   

  	
  $

  	
  401,096,000

  	
   

  
	
  3/20/2010

  	
   

  	
  $

  	
  400,258,000

  	
   

  
	
  4/20/2010

  	
   

  	
  $

  	
  399,416,000

  	
   

  
	
  5/20/2010

  	
   

  	
  $

  	
  398,570,000

  	
   

  
	
  6/20/2010

  	
   

  	
  $

  	
  397,720,000

  	
   

  
	
  7/20/2010

  	
   

  	
  $

  	
  396,865,000

  	
   

  
	
  8/20/2010

  	
   

  	
  $

  	
  396,006,000

  	
   

  
	
  9/20/2010

  	
   

  	
  $

  	
  395,143,000

  	
   

  
	
  10/20/2010

  	
   

  	
  $

  	
  394,275,000

  	
   

  
	
  11/20/2010

  	
   

  	
  $

  	
  393,403,000

  	
   

  
	
  12/20/2010

  	
   

  	
  $

  	
  392,527,000

  	
   

  
	
  1/20/2011

  	
   

  	
  $

  	
  391,646,000

  	
   

  
	
  2/20/2011

  	
   

  	
  $

  	
  390,761,000

  	
   

  
	
  3/20/2011

  	
   

  	
  $

  	
  389,872,000

  	
   

  
	
  4/20/2011

  	
   

  	
  $

  	
  388,978,000

  	
   

  
	
  5/20/2011

  	
   

  	
  $

  	
  388,080,000

  	
   

  
	
  6/20/2011

  	
   

  	
  $

  	
  387,177,000

  	
   

  
	
  7/20/2011

  	
   

  	
  $

  	
  386,269,000

  	
   

  
	
  8/20/2011

  	
   

  	
  $

  	
  385,357,000

  	
   

  
	
  9/20/2011

  	
   

  	
  $

  	
  384,441,000

  	
   

  
	
  10/20/2011

  	
   

  	
  $

  	
  383,520,000

  	
   

  
	
  11/20/2011

  	
   

  	
  $

  	
  382,594,000

  	
   

  
	
  12/20/2011

  	
   

  	
  $

  	
  381,664,000

  	
   

  
	
  1/20/2012

  	
   

  	
  $

  	
  380,729,000

  	
   

  
	
  2/20/2012

  	
   

  	
  $

  	
  379,789,000

  	
   

  
	
  3/20/2012

  	
   

  	
  $

  	
  378,845,000

  	
   

  
	
  4/20/2012

  	
   

  	
  $

  	
  377,896,000

  	
   

  
	
  5/20/2012

  	
   

  	
  $

  	
  376,942,000

  	
   

  
	
  6/20/2012

  	
   

  	
  $

  	
  375,984,000

  	
   

  
	
  7/20/2012

  	
   

  	
  $

  	
  375,020,000

  	
   

  
	
  8/20/2012

  	
   

  	
  $

  	
  374,052,000

  	
   

  
	
  9/20/2012

  	
   

  	
  $

  	
  373,079,000

  	
   

  
	
  10/20/2012

  	
   

  	
  $

  	
  372,101,000

  	
   

  
	
  11/20/2012

  	
   

  	
  $

  	
  371,119,000

  	
   

  
	
  12/20/2012

  	
   

  	
  $

  	
  370,131,000

  	
   

  
	
  1/20/2013

  	
   

  	
  $

  	
  369,138,000

  	
   

  
	
  2/20/2013

  	
   

  	
  $

  	
  368,141,000

  	
   

  
	
  3/20/2013

  	
   

  	
  $

  	
  367,138,000

  	
   

  
	
  4/20/2013

  	
   

  	
  $

  	
  366,131,000

  	
   

  
	
  5/20/2013

  	
   

  	
  $

  	
  365,118,000

  	
   

  
	
  6/20/2013

  	
   

  	
  $

  	
  364,100,000

  	
   

  
	
  7/20/2013

  	
   

  	
  $

  	
  363,078,000

  	
   

  
	
  8/20/2013

  	
   

  	
  $

  	
  362,050,000

  	
   

  
	
  9/20/2013

  	
   

  	
  $

  	
  361,017,000

  	
   

  
	
  10/20/2013

  	
   

  	
  $

  	
  359,979,000

  	
   

  
	
  11/20/2013

  	
   

  	
  $

  	
  358,935,000

  	
   

  
	
  12/20/2013

  	
   

  	
  $

  	
  357,887,000

  	
   

  
	
  1/20/2014

  	
   

  	
  $

  	
  356,833,000

  	
   

  






 





















 




	
  Date

  	
   

  	
  Scheduled Series Balance

  	
   

  
	
  2/20/2014

  	
   

  	
  $

  	
  355,774,000

  	
   

  
	
  3/20/2014

  	
   

  	
  $

  	
  354,709,000

  	
   

  
	
  4/20/2014

  	
   

  	
  $

  	
  353,640,000

  	
   

  
	
  5/20/2014

  	
   

  	
  $

  	
  352,564,000

  	
   

  
	
  6/20/2014

  	
   

  	
  $

  	
  351,484,000

  	
   

  
	
  7/20/2014

  	
   

  	
  $

  	
  350,398,000

  	
   

  
	
  8/20/2014

  	
   

  	
  $

  	
  349,307,000

  	
   

  
	
  9/20/2014

  	
   

  	
  $

  	
  348,210,000

  	
   

  
	
  10/20/2014

  	
   

  	
  $

  	
  347,108,000

  	
   

  
	
  11/20/2014

  	
   

  	
  $

  	
  346,000,000

  	
   

  
	
  12/20/2014

  	
   

  	
  $

  	
  344,887,000

  	
   

  
	
  1/20/2015

  	
   

  	
  $

  	
  343,768,000

  	
   

  
	
  2/20/2015

  	
   

  	
  $

  	
  342,644,000

  	
   

  
	
  3/20/2015

  	
   

  	
  $

  	
  341,514,000

  	
   

  
	
  4/20/2015

  	
   

  	
  $

  	
  340,378,000

  	
   

  
	
  5/20/2015

  	
   

  	
  $

  	
  339,237,000

  	
   

  
	
  6/20/2015

  	
   

  	
  $

  	
  338,090,000

  	
   

  
	
  7/20/2015

  	
   

  	
  $

  	
  336,937,000

  	
   

  
	
  8/20/2015

  	
   

  	
  $

  	
  335,778,000

  	
   

  
	
  9/20/2015

  	
   

  	
  $

  	
  334,614,000

  	
   

  
	
  10/20/2015

  	
   

  	
  $

  	
  333,444,000

  	
   

  
	
  11/20/2015

  	
   

  	
  $

  	
  332,268,000

  	
   

  
	
  12/20/2015

  	
   

  	
  $

  	
  331,086,000

  	
   

  
	
  1/20/2016

  	
   

  	
  $

  	
  329,898,000

  	
   

  
	
  2/20/2016

  	
   

  	
  $

  	
  328,704,000

  	
   

  
	
  3/20/2016

  	
   

  	
  $

  	
  327,504,000

  	
   

  
	
  4/20/2016

  	
   

  	
  $

  	
  326,298,000

  	
   

  
	
  5/20/2016

  	
   

  	
  $

  	
  325,087,000

  	
   

  
	
  6/20/2016

  	
   

  	
  $

  	
  323,869,000

  	
   

  
	
  7/20/2016

  	
   

  	
  $

  	
  322,645,000

  	
   

  
	
  8/20/2016

  	
   

  	
  $

  	
  321,415,000

  	
   

  
	
  9/20/2016

  	
   

  	
  $

  	
  320,179,000

  	
   

  
	
  10/20/2016

  	
   

  	
  $

  	
  318,936,000

  	
   

  
	
  11/20/2016

  	
   

  	
  $

  	
  317,688,000

  	
   

  
	
  12/20/2016

  	
   

  	
  $

  	
  316,433,000

  	
   

  
	
  1/20/2017

  	
   

  	
  $

  	
  315,172,000

  	
   

  
	
  2/20/2017

  	
   

  	
  $

  	
  313,904,000

  	
   

  
	
  3/20/2017

  	
   

  	
  $

  	
  312,631,000

  	
   

  
	
  4/20/2017

  	
   

  	
  $

  	
  311,351,000

  	
   

  
	
  5/20/2017

  	
   

  	
  $

  	
  310,064,000

  	
   

  
	
  6/20/2017

  	
   

  	
  $

  	
  308,771,000

  	
   

  
	
  7/20/2017

  	
   

  	
  $

  	
  307,472,000

  	
   

  
	
  8/20/2017

  	
   

  	
  $

  	
  306,166,000

  	
   

  
	
  9/20/2017

  	
   

  	
  $

  	
  304,853,000

  	
   

  
	
  10/20/2017

  	
   

  	
  $

  	
  303,534,000

  	
   

  
	
  11/20/2017

  	
   

  	
  $

  	
  302,209,000

  	
   

  
	
  12/20/2017

  	
   

  	
  $

  	
  300,877,000

  	
   

  
	
  1/20/2018

  	
   

  	
  $

  	
  299,538,000

  	
   

  
	
  2/20/2018

  	
   

  	
  $

  	
  298,192,000

  	
   

  
	
  3/20/2018

  	
   

  	
  $

  	
  296,840,000

  	
   

  
	
  4/20/2018

  	
   

  	
  $

  	
  295,481,000

  	
   

  
	
  5/20/2018

  	
   

  	
  $

  	
  294,115,000

  	
   

  
	
  6/20/2018

  	
   

  	
  $

  	
  292,742,000

  	
   

  
	
  7/20/2018

  	
   

  	
  $

  	
  291,363,000

  	
   

  






 





















 




	
  Date

  	
   

  	
  Scheduled Series Balance

  	
   

  
	
  8/20/2018

  	
   

  	
  $

  	
  289,976,000

  	
   

  
	
  9/20/2018

  	
   

  	
  $

  	
  288,583,000

  	
   

  
	
  10/20/2018

  	
   

  	
  $

  	
  287,183,000

  	
   

  
	
  11/20/2018

  	
   

  	
  $

  	
  285,775,000

  	
   

  
	
  12/20/2018

  	
   

  	
  $

  	
  284,361,000

  	
   

  
	
  1/20/2019

  	
   

  	
  $

  	
  282,939,000

  	
   

  
	
  2/20/2019

  	
   

  	
  $

  	
  281,511,000

  	
   

  
	
  3/20/2019

  	
   

  	
  $

  	
  280,075,000

  	
   

  
	
  4/20/2019

  	
   

  	
  $

  	
  278,632,000

  	
   

  
	
  5/20/2019

  	
   

  	
  $

  	
  277,182,000

  	
   

  
	
  6/20/2019

  	
   

  	
  $

  	
  275,725,000

  	
   

  
	
  7/20/2019

  	
   

  	
  $

  	
  274,260,000

  	
   

  
	
  8/20/2019

  	
   

  	
  $

  	
  272,788,000

  	
   

  
	
  9/20/2019

  	
   

  	
  $

  	
  271,309,000

  	
   

  
	
  10/20/2019

  	
   

  	
  $

  	
  269,822,000

  	
   

  
	
  11/20/2019

  	
   

  	
  $

  	
  268,328,000

  	
   

  
	
  12/20/2019

  	
   

  	
  $

  	
  266,826,000

  	
   

  
	
  1/20/2020

  	
   

  	
  $

  	
  265,317,000

  	
   

  
	
  2/20/2020

  	
   

  	
  $

  	
  263,800,000

  	
   

  
	
  3/20/2020

  	
   

  	
  $

  	
  262,276,000

  	
   

  
	
  4/20/2020

  	
   

  	
  $

  	
  260,744,000

  	
   

  
	
  5/20/2020

  	
   

  	
  $

  	
  259,205,000

  	
   

  
	
  6/20/2020

  	
   

  	
  $

  	
  257,658,000

  	
   

  
	
  7/20/2020

  	
   

  	
  $

  	
  0