SPE Portfolio 2005-3, LLC
Spirit SPE Portfolio 2005-4, LP
Spirit SPE Portfolio 2005-5, LLC
Spirit SPE General Holdings, LLC
Spirit SPE General Holdings II, LLC
Spirit SPE US Lubbock, LP
Spirit SPE US Levelland, LP
Spirit SPE US Vernon, LP
Spirit SPE US Burkburnett, LP
Spirit SPE US Wichita Falls, LP
Spirit SPE US Childress, LP
Spirit SPE US Amarillo 522, LP
Spirit SPE US Amarillo 526, LP
Spirit SPE US Amarillo 527, LP
Spirit SPE US Amarillo 533, LP
Spirit SPE US Snyder, LP
Spirit SPE US Perryton, LP
Spirit SPE US Plainview, LLC (formerly Spirit SPE Portfolio 2005-4, LLC)
SCHEDULE B
[Reserved]
Appendix A to Master Repurchase Agreement
Representations and Warranties in Favor of
Agent, Buyers and Subsequent Purchasers with Respect to the Loans
Seller shall be deemed to represent and warrant to the Agent and the Buyers,
unless otherwise expressly disclosed by Seller in a list of exceptions to these
representations and warranties (the "Exception Schedule") delivered by Seller
and approved by the Agent, with respect to the Loan transferred on any Purchase
Date, as of such Purchase Date and as of each Purchase Date and each Repurchase
Date thereafter, as follows:
(A)
IMMEDIATELY PRIOR TO THE TRANSFER AND ASSIGNMENT OF SUCH LOAN TO A
BUYER, SELLER HAD GOOD TITLE TO, AND WAS THE SOLE OWNER AND HOLDER OF, SUCH
LOAN, FREE AND CLEAR OF ANY AND ALL LIENS, ENCUMBRANCES AND OTHER INTERESTS ON,
IN OR TO SUCH LOAN.
EITHER (I) THE RELATED MORTGAGE (AS DEFINED BELOW) AND, IF
ANY, ASSIGNMENT OF LEASES IS IN FAVOR OF THE COLLATERAL AGENT OR (II) THE
RELATED ASSIGNMENT OF MORTGAGE TO THE COLLATERAL AGENT AND, IF ANY, ASSIGNMENT
OF LEASES IN FAVOR OF THE COLLATERAL AGENT CONSTITUTES THE LEGAL, VALID AND
BINDING ASSIGNMENT OF THE MORTGAGE THAT WAS EXECUTED CONCURRENTLY WITH THE
MAKING OF SUCH LOAN UNDER THE MASTER LOAN AGREEMENT (THE "RELATED MORTGAGE") AND
THE RELATED LEASE (AS DEFINED BELOW) FROM SELLER TO THE COLLATERAL AGENT FOR THE
BENEFIT OF THE BUYERS.
THE ENDORSEMENT OF THE RELATED NOTE IS GENUINE, PROPERLY
ENDORSED AND CONSTITUTES THE LEGAL, VALID AND BINDING ASSIGNMENT OF SUCH NOTE TO
THE COLLATERAL AGENT, ON BEHALF OF THE APPLICABLE BUYER, AND, TOGETHER WITH THE
ASSIGNMENT OF MORTGAGE AND, IF ANY, ASSIGNMENT OF LEASES, LEGALLY AND VALIDLY
CONVEYS ALL RIGHT, TITLE AND INTEREST IN SUCH LOAN AND THE RELATED COLLATERAL
FROM SELLER TO THE APPLICABLE BUYER.
(B)
SELLER HAS FULL RIGHT AND AUTHORITY TO SELL, ASSIGN AND TRANSFER
SUCH LOAN TO THE APPLICABLE BUYER.
THE ENTIRE AGREEMENT WITH THE RELATED NET
LEASE BORROWER IS CONTAINED IN THE RELATED MASTER LOAN AGREEMENT AND OTHER
RELATED LOAN DOCUMENTS AND THERE ARE NO WARRANTIES, AGREEMENTS OR OPTIONS
REGARDING SUCH LOAN OR THE MORTGAGED PROPERTY THAT WAS PURCHASED BY THE NET
LEASE BORROWER THAT IS THE OBLIGOR OF SUCH LOAN (THE "RELATED BORROWER") WITH
THE PROCEEDS OF SUCH LOAN AND IS THE SUBJECT OF THE RELATED MORTGAGED (THE
"RELATED MORTGAGED PROPERTY") NOT SET FORTH THEREIN.
THERE ARE NO AGREEMENTS