Exhibit 4.1
SPIRIT MASTER FUNDING, LLC
an Issuer,
SPIRIT MASTER FUNDING II, LLC
an Issuer,
SPIRIT MASTER FUNDING III, LLC
an Issuer
and
CITIBANK, N.A.
Indenture Trustee
SERIES 2007-1 SUPPLEMENT
Dated as of March 29, 2007
to
AMENDED AND RESTATED
MASTER INDENTURE
Dated as of March 17, 2006
SPIRIT MASTER FUNDING, NET-LEASE MORTGAGE NOTES, SERIES 2007-1
TABLE OF CONTENTS
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ARTICLE I |
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DEFINITIONS |
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Section 1.01. | Definitions. |
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ARTICLE II |
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CREATION OF THE SERIES 2006-1 NOTES; PAYMENTS ON THE 2006-1 NOTES |
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Section 2.01. | Designation. |
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Section 2.02. | Payments on the Series 2006-1 Notes |
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Section 2.03. | Redemption of the Series 2006-1 Notes |
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Section 2.04. | The Insurance Policy Proceeds Account |
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Section 2.05. | Limitations Regarding Repurchases, Substitutions and Acquisitions |
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ARTICLE III |
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REPRESENTATIONS AND WARRANTIES |
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Section 3.01. | Representations and Warranties. |
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Section 3.02. | No Default |
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Section 3.03. | Conditions Precedent Satisfied |
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ARTICLE IV |
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MISCELLANEOUS PROVISIONS |
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Section 4.01. | Ratification of Indenture |
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Section 4.02. | Actions by Controlling Party |
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Section 4.03. | Counterparts |
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Section 4.04. | Governing Law |
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Section 4.05. | Beneficiaries |
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Section 4.06. | Limited Recourse |
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Section 4.07. | Notice to the Insurer |
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Exhibits |
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EXHIBIT A | Representations and Warranties |
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Schedules |
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SCHEDULE I-A | Mortgage Loans |
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SCHEDULE I | Mortgage Loan Exceptions |
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SCHEDULE II-A | Mortgaged Properties |
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SCHEDULE II | Mortgaged Property Exceptions |
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SCHEDULE III-A | Equipment Loans |
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SCHEDULE III | Equipment Loan Exceptions |
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SCHEDULE IV | Amortization Schedule |
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SERIES 2007-1 SUPPLEMENT, dated as of March 29, 2007 (the “Series 2007-1 Supplement”), among Spirit Master Funding, LLC (an “Issuer”), Spirit Master Funding II, LLC (an “Issuer”), Spirit Master Funding III, LLC (an “Issuer” and, together with Spirit Master Funding, LLC and Spirit Master Funding II, LLC, the “Issuers”) and the Indenture Trustee.
Pursuant to the Indenture, Spirit Master Funding, LLC issued the Series 2005-1 Notes, with an initial Aggregate Note Principal Balance equal to $441,300,000 and Spirit Master Funding, LLC and Spirit Master Funding II, LLC issued the Series 2006-1 Notes, with an initial Aggregate Note Principal Balance equal to $301,820,000. Pursuant to this Series 2007-1 Supplement, the Issuers and the Indenture Trustee hereby create a new Series of Notes (the “Series 2007-1 Notes”) and specify the Principal Terms thereof. Spirit Master Funding III, LLC is hereby designated as an Issuer hereunder.
Pursuant to the Indenture, the Issuers may from time to time direct the Indenture Trustee to authenticate one or more new Series of Notes. The Principal Terms of any new Series are to be set forth in a related Series Supplement to the Indenture.
ARTICLE I
Definitions
Section 1.01. Definitions.
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture.
“Accrual Period”: With respect to the Series 2007-1 Notes and any Payment Date, the calendar month immediately preceding such Payment Date.
“Business Sector”: With respect to any Industry Group, any of the following applicable business sectors: (a) any business sector as defined in the Indenture; and (b) any business sector as defined in the Series 2006-1 Supplement.
“Class A Note”: Any of the Series 2007-1 Notes with a “Class A” designation on the face thereof, issued pursuant to this Series 2007-1 Supplement and the Indenture, executed by the Issuers and authenticated by the Indenture Trustee or the Authenticating Agent, if any, substantially in the form of Exhibit A-1, A-2 or A-3 attached to the Indenture.
“Controlling Party”: With respect to the Series 2007-1 Notes, (i) the Insurer, for so long as no Insurer Default has occurred and is continuing and (ii) if an Insurer Default has occurred and is continuing, the Series 2007-1 Noteholders representing in the aggregate more than 50% of the Class Principal Balance of the Series 2007-1 Notes.
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“Defaulted Asset”: As defined in the Property Management Agreement.
“Delinquent Asset”: As defined in the Property Management Agreement.
“Early Amortization Event”: With respect to the Series 2007-1 Notes, (a) as defined in the Indenture and (b) the Insurer has determined, in its reasonable discretion, that as of the date that is six months prior to the Legal Final Payment Date related to the Series 2007-1 Notes, the Issuers will not have the ability to pay off the Series 2007-1 Notes on such Legal Final Payment Date.
“Indenture”: With respect to the Series 2007-1 Notes, the Amended and Restated Master Indenture, dated March 17, 2006, between Spirit Master Funding, LLC and the Indenture Trustee, as supplemented by this Series 2007-1 Supplement and any other Series Supplement, as applicable.
“Indenture Trustee Fee”: With respect to the Series 2007-1 Notes, an amount equal to $10,000 per annum.
“Initial Purchaser”: Each of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.
“Insurance Agreement”: With respect to the Series 2007-1 Notes, the Insurance and Indemnity Agreement, dated March 29, 2007, among the Insurer, the Issuers, Spirit Finance, Spirit Finance Acquisitions, LLC and the Indenture Trustee.
“Insurance Policy”: The certificate guaranty insurance policy issued to the Indenture Trustee for the benefit of the Series 2007-1 Noteholders pursuant to the provisions of the Insurance Agreement.
“Insurance Policy Proceeds Account”: The segregated account established in the name of the Indenture Trustee pursuant to Section 2.15(b) of the Indenture and Section 2.04.
“Insurance Premium Fee Letter”: The Premium Fee Letter, dated the Series Closing Date, among the Issuers, Spirit Finance and the Insurer.
“Insured Obligations”: As defined in the Insurance Policy.
“Insurer”: With respect to the Series 2007-1 Notes, Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation.
“Insurer Default”: With respect to the Insurance Policy and the Insurance Agreement, the existence and continuance of any of the following: (a) a failure of the Insurer to make a payment required under the Insurance Policy in accordance with the terms thereof; or (b) (i) the Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), or any other similar federal or state law in the United States of
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America relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization (an “Insolvency Law”), (B) makes a general assignment for the benefit of its creditors, or (C) has an order for relief entered against it under any Insolvency Law, the Bankruptcy Code or any other similar federal or state law in the United States of America relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and non-appealable, or (ii) a court of competent jurisdiction, the New York or Wisconsin Department of Insurance or any other competent regulatory authority enters a final and non-appealable order, judgment or decree (X) appointing a custodian, trustee, agent or receiver for the Insurer or for all or any material portion of its property, or (Y) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Insurer (or the taking of possession of all or any material portion of the property of the Insurer).
“Insurer Premium”: With respect to the Series 2007-1 Notes and any Payment Date, the premium payable in arrears to the Insurer pursuant to the Insurance Premium Fee Letter.
“Lease Transfer Mortgaged Property”: As defined in the Property Management Agreement.
“Maximum Property Concentration”: With respect to any date of determination: (i) with respect to the Property Concentration for any Business Sector, (a) in the case of Specialty Retailers as of any Determination Date, a percentage equal to 23.0% as of such Determination Date, (b) in the case of Education Facilities as of any Determination Date, a percentage equal to 10.0% as of such Determination Date, (c) in the case of Movie Theaters as of any Determination Date, a percentage equal to 12.5% as of such Determination Date, and (d) in the case of any other Business Sector (other than the Restaurant Business Sector, so long as no related Restaurant Concept exceeds 7.5% of the Allocated Collateral Amount of all Mortgage Loans and Mortgaged Properties) as of any Determination Date, a percentage no greater than 7.5% as of such Determination Date; (ii) with respect to the Property Concentration for any Tenant (including affiliates thereof), (x) in the case of the largest concentration of Tenants (including affiliates thereof) as of such Determination Date, a percentage equal to 7.0% as of such Determination Date and (y) in the case of the five (5) largest concentrations of Tenants (including affiliates thereof) as of such Determination Date, an aggregate percentage equal to 30.0% as of such Determination Date; (iii) with respect to the Property Concentration for any state, a percentage equal to 15.0% plus the Property Concentration of such state as of the Initial Closing Date; (iv) with respect to the Property Concentration for Ground Leases, a percentage equal to 2.0%; and (v) with respect to the Property Concentration for Leases pursuant to which Tenants pay Percentage Rent only, a percent equal to 1.0%.
“Property Concentrations”: Concentrations, stated as a percentage, of (i) Business Sectors, (ii) Tenants (including affiliates of any Tenant), (iii) states, (iv) Ground Leases, and (v) Leases pursuant to which Tenants pay Percentage Rent only, and are calculated by dividing the aggregate of the Allocated Collateral Amount of the Mortgage Loans and the Mortgaged Properties included in the Collateral Pool, in each
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case, with respect to all (a) Leases of any single Business Sector, (b) Leases to any single Tenant (including affiliates of such Tenant), (c) Mortgaged Properties within any state, (d) Mortgaged Properties which are subject to Ground Leases and (e) Mortgaged Properties which are subject to Leases pursuant to which Tenants pay Percentage Rent only, in each case, by the aggregate Allocated Collateral Amount.
“Reinvestment Yield”: The yield on United States Treasury Securities having the closest maturity (month and year) to the weighted average life of the Notes (prior to the application of any Voluntary Prepayment with respect thereto; if more than one such quoted United States Treasury Security has the same maturity date, then the yield of the United States Treasury Security quoted closest to par), plus 0.50%.
“Scheduled Series Balance”: With respect to any Payment Date and the Series 2007-1 Notes, the amount set forth for such date on the Amortization Schedule annexed hereto as Schedule IV.
“Series 2007-1 Noteholder”: With respect to any Series 2007-1 Note, the applicable Noteholder, as such term is further defined in the Indenture.
“Series Closing Date”: March 29, 2007.
“Spirit SPE”: Any special purpose, bankruptcy remote subsidiary (direct or indirect) of Spirit Finance (other than any Originator).
ARTICLE II
Creation of the Series 2007-1 Notes; payments on the 2007-1 notes
Section 2.01. Designation.
(a) There is hereby created a Series of Notes to be issued by the Issuers pursuant to the Indenture and this Series 2007-1 Supplement to be known as “Spirit Master Funding, Net-Lease Mortgage Notes, Series 2007-1.” The Notes shall have the following Class designation, initial Class Principal Balance, Note Rate and Ratings:
Class |
| Initial Class |
| Note Rate |
| Ratings (S&P/Moody’s) |
Class A |
| $350,300,000 |
| 5.74% |
| AAA/Aaa |
The Note Interest with respect to each Class of the Series 2007-1 Notes will be calculated on a 30/360 basis.
The Series 2007-1 Notes shall not have preference or priority over the Notes of any other Series except to the extent set forth in the Indenture. The Series 2007-1 Notes shall not be subordinate to any other Series.
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(b) The initial Payment Date with respect to the Series 2007-1 Notes shall be the Payment Date occurring on April 20, 2007. The Legal Final Payment Date with respect to the Series 2007-1 Notes shall be in March 2022. The Rated Final Payment Date with respect to the Series 2007-1 Notes shall be in March 2025.
(c) The initial Collection Period with respect to the Series 2007-1 Notes shall be the period commencing on March 29, 2007 to and including April 9, 2007.
(d) The Series 2007-1 Notes offered and sold shall be issued in the form of Book-Entry Notes. The Notes shall be issuable in minimum denominations of $100,000 and integral multiples of $1 in excess thereof.
Section 2.02. Payments on the Series 2007-1 Notes. On each Payment Date, the Indenture Trustee will apply and will pay the Series Available Amount with respect to the Series 2007-1 Notes for such Payment Date for the following purposes and in the following order of priority:
(1) to the Insurer, the earned and unpaid Insurer Premium due as of such Payment Date;
(2) to the Class A Noteholders, the Note Interest with respect to the Class A Notes, plus unpaid Note Interest with respect to the Class A Notes from any prior Payment Date, together with interest on any such unpaid Note Interest at the Note Rate applicable to the Class A Notes;
(3) (I) so long as no Early Amortization Event or Event of Default has occurred and is continuing, until the Class Principal Balance of the Class A Notes has been reduced to zero, to the Class A Noteholders, an amount up to the sum of the Scheduled Principal Payments and all Unscheduled Principal Payments allocable to Series 2007-1 for such Payment Date, or (II) if an Early Amortization Event or Event of Default has occurred and is continuing, on a pro rata basis based on unpaid principal amounts, to the Class A Noteholders, in respect of unpaid principal of the Class A Notes, up to an aggregate amount equal to the applicable Series Available Amount remaining for such Payment Date;
(4) to the Insurer, an amount equal to the aggregate amount of unreimbursed payments made under the Insurance Policy and all other amounts owed to the Insurer under the Insurance Policy and the Insurance Agreement and interest on such amounts at the rate agreed upon between the Insurer and the Issuers; and
(5) to the Class A Noteholders, the Make Whole Payments allocated to the Series 2007-1 Notes, if any, due on such Payment Date, together with any unpaid Make Whole Payments allocated to the Series 2007-1 Notes from any prior Payment Date.
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Only the Insurer may waive the occurrence of an Early Amortization Event under clause (b) of the definition of “Early Amortization Event” (as such definition is set forth in this Series 2007-1 Supplement).
Section 2.03. Redemption of the Notes. On any Payment Date prior to the applicable Legal Final Payment Date, the Issuers may redeem the Series 2005-1 Notes, Series 2006-1 Notes, Series 2007-1 Notes or, as provided in the applicable Supplement, any other Series, in whole or in part in accordance with the Indenture at a price equal to the outstanding principal amounts thereof plus accrued and unpaid interest thereon, the applicable Make Whole Payments, if any, and any outstanding expenses with respect to such redemption.
Section 2.04. The Insurance Policy Proceeds Account. The Indenture Trustee shall, prior to the Series Closing Date, establish the Insurance Policy Proceeds Account at Citibank, N.A., in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Series 2007-1 Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which none of the Issuers or any other Person shall have any legal or beneficial interest. Amounts held in the Insurance Policy Proceeds Account shall be held uninvested.
Section 2.05. Limitations Regarding Repurchases, Substitutions and Acquisitions. Except with respect to repurchases or substitutions by the applicable Originator or Support Provider due to a Collateral Defect, each Issuer may only sell or exchange its related Mortgaged Property or Mortgage Loan to or with any of its Affiliates subject to the following conditions: (a) such Issuer may sell or exchange such Mortgaged Property or Mortgage Loan only to or with a Spirit SPE that is not the Originator of such Mortgaged Property or Mortgage Loan or, in the case of such Mortgaged Properties or Mortgage Loans that are Delinquent Assets or Defaulted Assets, to or with the Property Manager, the Special Servicer or a Spirit SPE that is not the Originator thereof, (b) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans owned by an Issuer that are sold to or exchanged with affiliates of that Issuer and are not related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Collateral Value of the Mortgage Loans and Mortgaged Properties (that do not otherwise secure a Mortgage Loan) owned by that Issuer as of the Series Closing Date, and (c) the aggregate Collateral Value of all Mortgaged Properties and Mortgage Loans owned by an Issuer that are sold to affiliates of that Issuer and are related to Delinquent Assets or Defaulted Assets may not exceed 10% of the Collateral Value of the Mortgage Loans and Mortgaged Properties (that do not otherwise secure a Mortgage Loan) owned by that Issuer as of the Series Closing Date; provided, that, subject to receipt of an Opinion of Counsel regarding certain matters of bankruptcy law, such 10% limitation may be waived by the Insurer.
The aggregate Collateral Value of Qualified Substitute Mortgage Loans and Qualified Substitute Mortgaged Properties acquired by the Issuers from Affiliates thereof (including with proceeds from sales to third parties) may not exceed: (i) in any 12-month period, 10% of the Aggregate Collateral Value as of the Series Closing Date and (ii) over the term of the Notes, 25% of the Aggregate Collateral Value as of the
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Series Closing Date; provided, however, that, upon the consent of the Insurer and subsequent to such consent provision of 20 days’ notice to the Rating Agencies, the foregoing limitations will not include Qualified Substitute Mortgage Loans or Qualified Substitute Mortgaged Properties from parties unaffiliated with Spirit Finance; provided, further, that the foregoing limitations will not include any mortgaged properties substituted pursuant to any Third Party Purchase Options or any Lease Transfer Mortgaged Properties. In addition, the acquisition of any Qualified Substitute Mortgaged Property or Qualified Substitute Mortgage Loan by an Issuer may not cause: (i) the Property Concentration of Recreational Facilities on any such date of acquisition to exceed the applicable percentage set forth on the Series Closing Date; and (ii) subject to ten (10) Business Days’ notification to the Rating Agencies, the Property Concentration of the Retail Industry Group (excluding Specialty Retailers) on any such date of acquisition to be less than 40%.
ARTICLE III
Representations and Warranties
Section 3.01. Representations and Warranties.
(a) The Issuers and the Indenture Trustee hereby restate as of the Series Closing Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Section 5.06 and Section 9.04, as applicable, of the Indenture.
(b) Each of the parties hereto make the following representations:
(i) it has full corporate power and authority to execute, deliver and perform under this Series 2007-1 Supplement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Series 2007-1 Supplement is in the ordinary course of its business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of its organizational documents, or any material agreement or instrument to which it is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject, except any such violation that would not result in a material adverse effect on the business or financial condition of such party or the enforceability of any of the Transaction Documents. The execution, delivery and performance by it of this Series 2007-1 Supplement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Series 2007-1 Supplement has been duly executed and delivered by it and constitutes the valid and legally binding obligation of it enforceable against it in accordance with its terms; and
(ii) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by it in connection with the execution, delivery or performance
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by it of this Series 2007-1 Supplement, or the consummation by it of the transactions contemplated hereby, except such as have already been obtained.
Section 3.02. No Default. The Issuers hereby represent and warrant to the Series 2007-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, no Event of Default has occurred and is continuing.
Section 3.03. Conditions Precedent Satisfied. The Issuers hereby represent and warrant to the Series 2007-1 Noteholders and the Indenture Trustee that, as of the Series Closing Date, each of the conditions precedent set forth in the Indenture, including but not limited to those conditions precedent set forth in Section 2.04(e) thereof, have been satisfied.
Section 3.04. Collateral Representations and Warranties. The Issuers hereby represent and warrant to the Indenture Trustee on behalf of the Noteholders and the Insurers that the representations and warranties set forth on Exhibit A hereto are true and correct as of the Series Closing Date (or such other date as is set forth in any such representation or warranty) with respect to the Mortgage Loans, Mortgaged Properties and Leases Granted by such Issuer on or prior to the Series Closing Date, except as otherwise set forth in Exhibit A hereto.
ARTICLE IV
Miscellaneous Provisions
Section 4.01. Ratification of Indenture. As supplemented by this Series 2007-1 Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by the Series 2005-1 Supplement, the Series 2006-1 Supplement and this Series 2007-1 Supplement, shall be read, taken and construed as one and the same instrument.
Section 4.02. Actions by Controlling Party. So long as no Insurer Default has occurred and is continuing, the Insurer, and at any time that an Insurer Default has occurred and is continuing, Series 2007-1 Noteholders representing more than 50% of the Aggregate Note Principal Balance of the Series 2007-1 Notes, will be entitled to exercise the rights and remedies of the Series 2007-1 Noteholders with respect to actions taken by the Controlling Party pursuant to the Indenture.
Section 4.03. Counterparts. This Series 2007-1 Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
Section 4.04. Governing Law. THIS SERIES 2007-1 SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
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PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 4.05. Beneficiaries. As supplemented by this Series 2007-1 Series Supplement, the Indenture shall inure to the benefit of and be binding upon the parties hereto, the Series 2007-1 Noteholders, and their respective successors and permitted assigns. No other Person shall have any right or obligation hereunder.
Section 4.06. Limited Recourse. Notwithstanding anything to the contrary herein or otherwise in the Indenture, the Series 2007-1 Notes are nonrecourse obligations solely of the Issuers and shall be payable only from the Collateral Pool and from drawings on the Insurance Policy. Upon the exhaustion of the Collateral included in the Collateral Pool, any liabilities of the Issuers hereunder shall be extinguished. Each Series 2007-1 Noteholder shall be deemed to have agreed, by acceptance of its Note, not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of any Issuer for a period of two years and 31 days following payment in full of all of the Notes issued or co-issued by such Issuer under the Indenture.
Section 4.07. Notice to the Insurer and the Rating Agencies. Any communication provided for or permitted hereunder or otherwise pursuant to the Indenture shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Insurer, Ambac Assurance Corporation, 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.
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IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Series 2007-1 Supplement to be duly executed and delivered by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.
SPIRIT MASTER FUNDING, LLC | ||
| as an Issuer | |
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| By: | /s/ Jeffrey M. Fleischer |
| Name: Jeffrey M. Fleischer | |
| Title: Senior Vice President |
SPIRIT MASTER FUNDING II, LLC | ||
| as an Issuer | |
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| By: | /s/ Gregg A. Seibert |
| Name: Gregg A. Seibert | |
| Title: Senior Vice President |
SPIRIT MASTER FUNDING III, LLC | ||
| as an Issuer | |
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| By: | /s/ Gregg A. Seibert |
| Name: Gregg A. Seibert | |
| Title: Senior Vice President |
CITIBANK, N.A. | ||
| not in its individual capacity but solely as | |
| Indenture Trustee | |
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| By: | /s/ John Hannon |
| Name: John Hannon | |
| Title: Vice President |
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EXHIBIT A
REPRESENTATIONS AND WARRANTIES
SPIRIT MASTER FUNDING, LLC, SPIRIT MASTER FUNDING II, LLC and SPIRIT MASTER FUNDING III, LLC, each a Delaware limited liability company (each, an “Issuer”), on this 29th day of March, 2007, hereby deliver this Issuer Certification pursuant to that certain Indenture, dated as of March 17, 2006 (the “Indenture”) and that certain Amended and Restated Property Management and Servicing Agreement, dated as of March 17, 2006 (the “Property Management Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture, and if not set forth in the Indenture, in the Property Management Agreement.
1. Mortgage Loans. With respect to each Mortgage Loan (as identified in Schedule I-A), the applicable Issuer hereby represents and warrants with respect to any Mortgage Loans pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule I hereto, that:
(a) Immediately prior to the transfer and assignment of the Mortgage Loan to such Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Mortgage Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Mortgage Loan. Such transfer and assignment from the applicable Originator to such Issuer of the Mortgage Loan by collateral assignment and by individual allonges of the Mortgage Notes and Assignments of the Mortgages in blank validly assigns all of such Originator’s right, title and ownership of the Mortgage Loan to such Issuer (and, with respect to the Mortgage, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.
(b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Mortgage Loan to such Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Mortgage Loan or the related Mortgaged Property not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Mortgage Loan and the Borrower.
(c) The information pertaining to the Mortgage Loan set forth in the mortgage loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Mortgage Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein.
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(d) The following are “Permitted Exceptions” with respect to the Mortgage Loan and the related Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases —Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii), and (iv) do not, individually or in the aggregate, materially interfere with the value of the Mortgaged Property, or do not materially interfere or restrict the current use or operation of the Mortgaged Property relating to the Mortgage Loan or do not materially interfere with the security intended to be provided by the Mortgage, the current use or operation of the Mortgaged Property or the current ability of the Mortgaged Property to generate net operating income sufficient to service the Mortgage Loan. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Mortgaged Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing Financing Statements.
(e) The related Mortgage constitutes a valid, legally binding and enforceable first priority lien upon the related Mortgaged Property securing the Mortgage Loan and the improvements located thereon and forming a part thereof, prior to all other liens and encumbrances, except for Permitted Exceptions. The lien of the Mortgage is insured by an American Land Title Association (or an equivalent form thereof as adopted in the applicable jurisdiction) mortgagee’s title insurance policy (a “Title Policy”), issued by a nationally recognized title insurance company, insuring the originator of the Mortgage Loan, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan after all advances of principal, subject only to Permitted Exceptions (or, if a Title Policy has not yet been issued in respect of the Mortgage Loan, a policy meeting the foregoing description is evidenced by a commitment for title insurance “marked up” (or by “pro-forma” otherwise agreed to in a closing instruction letter countersigned by the title company) as of the closing date of the Mortgage Loan). Each Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no material claims have been made thereunder and no claims have been paid thereunder. Neither the applicable Originator nor the Issuer (as applicable) has, by act or omission, done anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the Mortgage Loan to such Issuer, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of such Issuer without the consent of or notice to the insurer.
(f) Neither the applicable Originator nor the Issuer (as applicable) has waived any material default, breach, violation or event of acceleration existing under the Mortgage or Mortgage Note.
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(g) The Borrower has not waived any material default, breach, violation or event of acceleration by the Tenant existing under the Lease.
(h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Mortgage Loan.
(i) The Mortgaged Property securing the Mortgage Loan is free and clear of any damage that would materially and adversely affect its value as security for the Mortgage Loan. No proceeding for the condemnation of all or any material portion of the Mortgaged Property has been commenced.
(j) The Mortgage Loan complied with all applicable usury laws in effect at its date of origination.
(k) The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Mortgage Loan, including, but not limited to, mortgage recording taxes and recording and filing fees relating to the origination of such Mortgage Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.
(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 other Loan Documents have been duly authorized, properly executed and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(m) All improvements upon the Mortgaged Property securing the Mortgage Loan are insured under insurance policies (as described in a schedule to the related Purchase and Sale Agreement entitled the “Insurance Schedule”). The Loan Documents require the Borrower to maintain, or cause the Tenant to maintain, and the Lease requires the Tenant to maintain, insurance coverage described on the Insurance Schedule and all insurance required under applicable law including, without limitation, insurance against loss by hazards with extended coverage in an amount (subject to a customary deductible) at least equal to the full replacement cost of the improvements located on such Mortgaged Property, including without limitation, flood insurance if any portion of the improvements located upon the Mortgaged Property was, at the time of the origination of the Mortgage Loan, in a flood zone area as identified in the Federal Register by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, and flood insurance was available under the then current guidelines
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of the Federal Insurance Administration and is in effect with a generally acceptable insurance carrier. The Loan Documents require the Borrower to maintain, or to cause the Tenant to maintain, on the Mortgaged Property securing any Mortgage Loan a fire and extended perils insurance policy, in an amount not less than the replacement cost and the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property. All such insurance policies contain a standard “additional insured” clause (or similar clause) naming the Borrower (as landlord under the related Lease), its successors and assigns (including, without limitation, subsequent owners of the Mortgaged Property), as additional insured, and may not be reduced, terminated or canceled without thirty (30) (and, in some cases, ten (10)) days’ prior written notice to the additional insured. In addition, the Mortgage requires the Borrower to (i) cause the holder of the Mortgage to be named as an additional insured mortgagee, and (ii) maintain (or to require the Tenant to maintain) in respect of the Mortgaged Property workers’ compensation insurance (if applicable), commercial general liability insurance in amounts generally required by such holder of the Mortgage, and at least 6 months’ rental or business interruption insurance. The related Loan Documents obligate the Borrower to maintain such insurance and, at such Borrower’s failure to do so, authorizes the mortgagee to maintain such insurance at the Borrower’s cost and expense and to seek reimbursement therefor from such Borrower. Each such insurance policy, as applicable, is required to name the holder of the Mortgage as an additional insured or contain a mortgagee endorsement naming the holder of the Mortgage as loss payee and requires prior notice to the holder of the Mortgage of termination or cancellation, and no such notice has been received, including any notice of nonpayment of premiums, that has not been cured. There have been no acts or omissions that would impair the coverage of any such insurance policy or the benefits of the mortgage endorsement. All insurance contemplated in this section is maintained with insurance companies with a General Policy Rating of “A” or better by S&P or “A:VI” or better by Best’s Insurance Guide and are licensed to do business in the state wherein the Borrower or the Mortgaged Property subject to the policy, as applicable, is located.
(n) As of the Series Closing Date, with the exception of the 67 Mortgaged Properties securing 67 Mortgage Loans, representing approximately 2.5% of the Mortgaged Properties (by Allocated Collateral Amount), for each of which there is an environmental insurance policy in place, the Mortgaged Property securing the Mortgage Loan was subject to one or more environmental site assessments or reports (or an update of a previously conducted assessment or report) prior to the origination of such Mortgage Loan, and neither the applicable Originator nor the Issuer (as applicable) has knowledge of any material and adverse environmental conditions or circumstance affecting such Mortgaged Property that was not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the Mortgaged Property securing any such Mortgage Loan other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed and, thereafter, to the extent that such report or remediation program is so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with the Mortgaged Property securing any such Mortgage Loan or an adjacent or neighboring property; (ii) an operations and maintenance plan or periodic monitoring of such Mortgaged Property or
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nearby properties was recommended and implemented; or (iii) a follow-up plan was otherwise required to be taken under CERCLA or under regulations established thereunder from time to time by the Environmental Protection Agency, and such plan has been implemented in the case of (i), (ii) and (iii) above. The Borrower determined in accordance with the related underwriting guidelines that adequate funding was available for such program or plan, as applicable. The applicable Originator has not taken any action with respect to the Mortgage Loan or the Mortgaged Property securing such Mortgage Loan that could subject such Issuer, or its successors and assigns in respect of the Mortgage Loan, to any liability under CERCLA or any other applicable federal, state or local environmental law, and neither such Originator nor the Issuer (as applicable) has received any actual notice of a material violation of CERCLA or any applicable federal, state or local environmental law with respect to the Mortgaged Property securing such Mortgage Loan that was not disclosed in the related report. The Mortgage or other Loan Documents require the Borrower (and the Leases require the Tenant) to comply with all applicable federal, state and local environmental laws and regulations.
(o) The Mortgage Loan is not cross-collateralized with any mortgage loan that is not included in the Collateral Pool.
(p) The terms of the Mortgage, Mortgage Note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related Mortgage.
(q) There are no delinquent taxes, ground rents, assessments for improvements or other similar outstanding lienable charges affecting the related Mortgaged Property which are or may become a lien of priority equal to or higher than the lien of the Mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.
(r) Except for any Mortgage Loan secured by a Ground Lease, the interest of the Borrower in the Mortgaged Property consists of a fee simple estate in real property.
(s) The Mortgage Loan is a whole loan and not a participation interest.
(t) The assignment of the Mortgage referred to in the Loan File constitutes the legal, valid and binding assignment of such Mortgage from the relevant assignor to such Issuer or to the Collateral Agent.�� The Assignment of Leases and Rents set forth in the Mortgage or separate from the Mortgage and related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and, subject only to Permitted Exceptions, enforceable first priority lien and first priority security interest in the Borrower’s interest in all leases, subleases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the Mortgage, and each assignor thereunder has the
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full right to assign the same. The related assignment of Mortgage or any assignment of leases and rents not included in a Mortgage, executed and delivered in favor of the Issuer is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor’s right, title and interest in, to and under such assignment of leases and rents.
(u) All escrow deposits relating to the Mortgage Loan that are required to be deposited with the holder of the Mortgage Loan or its agent have been so deposited.
(v) As of the date of origination of such Mortgage Loan and, as of the Transfer Date, as the case may be, the Mortgaged Property securing such Mortgage Loan was and is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof which create a lien prior to that created by the Mortgage, except those which are insured against by the Title Policy referred to in paragraph (e) above.
(w) As of the date of the origination of the Mortgage Loan, no improvement that was included for the purpose of determining the appraised value of the related Mortgaged Property securing such Mortgage Loan at the time of origination of the Mortgage Loan lay outside the boundaries and building restriction lines of such property in any way that would materially and adversely affect the value of such Mortgaged Property or the ability to operate the Mortgaged Property under the related Lease (unless affirmatively covered by the title insurance referred to in paragraph (e) above), and no improvements on adjoining properties encroached upon such Mortgaged Property to any material extent.
(x) (i) There exists no material default, breach or event of acceleration under the Mortgage Loan or any of the Loan Documents or the related Lease, if any, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration, (iii) no payment on any Mortgage Loan is, or has previously been during any time owned by the applicable Originator or such Issuer, 30 or more days delinquent, and (iv) no payment on any related Lease is or has previously been 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by such Originator with respect to the Mortgage Loan.
(y) In connection with the origination of the Mortgage Loan, the applicable Originator inspected or caused to be inspected the Mortgaged Property securing the Mortgage Loan by inspection, appraisal or otherwise as required in such Originator’s underwriting guidelines then in effect.
(z) The Mortgage Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the Mortgage, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property securing the Mortgage Loan, or for negative amortization.
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(aa) No holder of the Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property securing the Mortgage Loan, directly or indirectly, for the payment of any amount required by the Mortgage Loan (other than amounts paid by the Tenant as specifically provided under the related Lease).
(bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable mortgage loans by such Originator, as of the date of origination or acquisition of the Mortgage Loan, the related Borrower, was in compliance with all applicable laws relating to the ownership and operation of any Mortgaged Property securing the Mortgage Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Mortgaged Property as operated. With respect to any Mortgaged Property operated as a franchised property, and except with respect to Mortgage Loans for which the related Tenant is the franchisor, the Tenant of such Mortgaged Property has entered into a legal, valid, and binding franchise agreement and such lessee operator has represented in the applicable lease documents that, as of the date of origination or acquisition of the Mortgage Loan, there were no defaults under the franchise agreement by such Tenant.
(cc) The origination, servicing and collection practices the applicable Originator or Issuer used with respect to the Mortgage Loan since such Originator’s origination or, as applicable, such Originator’s or Issuer’s acquisition thereof have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards.
(dd) The Mortgage or Mortgage Note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (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.
(ee) The Mortgage provides that insurance proceeds and condemnation proceeds will be applied for one of the following purposes: to restore or repair the Mortgaged Property securing the Mortgage Loan; to repay the principal of the Mortgage Loan; or to be used as otherwise directed by the holder of such Mortgage.
(ff) There are no actions, suits, legal, arbitration or administrative proceedings or investigations by or before any court or governmental authority or, to the best of the applicable Originator’s or Issuer’s knowledge, as applicable, pending against or affecting the Borrower or the Mortgaged Property securing the Mortgage Loan that, if determined adversely to such Borrower or the Mortgaged Property securing the Mortgage Loan, would materially and adversely affect the value of the Mortgaged Property
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securing the Mortgage Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Mortgage Loan or the related Lease, as applicable.
(gg) If the Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage. Except in connection with a trustee’s sale or as otherwise required by applicable law, after default by the Borrower, no fees or expenses are payable to such trustee.
(hh) Except in cases where either (i) a release of a portion of the Mortgaged Property securing the Mortgage Loan was contemplated at origination of the Mortgage Loan and such portion was not considered material for purposes of underwriting the Mortgage Loan, or (ii) release is conditioned upon the satisfaction of certain underwriting and legal requirements and the payment of a release price, neither the Mortgage Note nor the Mortgage requires the holder thereof to release all or any portion of the Mortgaged Property securing the Mortgage Loan from the lien of the Mortgage except upon payment in full of all amounts due under the Mortgage Loan.
(ii) The Mortgage does not permit the Mortgaged Property securing the Mortgage Loan to be encumbered by any lien junior to or of equal priority with the lien of the Mortgage (excluding any lien relating to another Mortgage Loan that is cross collateralized with the Mortgage Loan) without the prior written consent of the holder thereof.
(jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.
(kk) As of the date of origination or acquisition of the Mortgage by the applicable Originator, the Borrower, if not a natural person, was duly organized and validly existing under the laws of the state of its jurisdiction.
(ll) The Mortgage Loan contains provisions for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without complying with the requirements of the Mortgage Loan, the Mortgaged Property securing the Mortgage Loan, or any controlling interest in the Borrower, is directly or indirectly transferred or sold.
(mm) The Loan Documents for the Mortgage Loan provide that the Borrower is to provide periodic financial and operating reports including, without limitation, annual profit and loss statements, statements of cash flow and other related information that such Issuer reasonably requests from time to time.
(nn) To the applicable Originator’s actual knowledge, based upon zoning letters, zoning reports, the Title Policy insuring the lien of the Mortgage, historical use and/or other due diligence customarily performed by such Originator in connection with the origination of the Mortgage Loan, the improvements located on or forming part of such Mortgaged Property securing the Mortgage Loan comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses).
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(oo) Any Mortgaged Property securing the Mortgage Loan is located within one of the 50 United States or the District of Columbia.
(pp) With respect to the Mortgage Loan if secured by a Mortgaged Property located in “seismic zones” 3 or 4, the Borrower or such Issuer (or an affiliate of such Issuer) has obtained, and is required under the Loan Documents to maintain, earthquake insurance with respect to the improvements on and forming a part of such Mortgaged Property, or is required to cause the Tenant to maintain (and the Tenant has obtained) earthquake insurance if such Mortgaged Property is located in any such area.
(qq) The applicable Originator does not have knowledge of any circumstance or condition with respect to such Mortgage Loan, the Mortgaged Property securing the Mortgage Loan, the related Lease or the Borrower’s or the Tenant’s credit standing that could reasonably be expected to cause such Issuer to regard such Mortgage Loan as unacceptable security, cause such Mortgage Loan or the related Lease to become delinquent or have a material adverse effect on the value or marketability of such Mortgage Loan.
(rr) The Mortgaged Property securing the Mortgage Loan has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of the Mortgaged Property securing the Mortgage Loan as presently used and enjoyed are located in such public rights-of-way abutting such Mortgaged Property or are the subject of access easements for the benefit of the Mortgaged Property, and all such utilities are connected so as to serve such Mortgaged Property without passing over other property or are the subject of access easements for the benefit of such Mortgaged Property. All roads necessary for the full use of the Mortgaged Property securing the Mortgage Loan for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of such Mortgaged Property.
(ss) With respect to any Mortgage Loan where all or a material portion of the Mortgaged Property securing such Mortgage Loan is a leasehold estate, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel letter or other writing received from the Ground Lessor included in the related Loan File and, if applicable, the related Mortgage:
(1) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded. The Ground Lessor has permitted the interest of the Ground Lessee to be encumbered by the related Mortgage. To the best of the applicable Originator’s or Issuer’s knowledge, as applicable, there has been no material change in the terms of the Ground Lease since its recordation, except by any written instruments which are included in the related Loan File.
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(2) The Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns.
(3) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, can be exercised, and is enforceable, by the lender) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan.
(4) Based on the Title Policy referenced in paragraph (e) above, the Ground Leasehold interest is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject to permitted encumbrances and liens that encumber the Ground Lessor’s fee interest.
(5) The Ground Lease is assignable to the lender and its assigns without the consent of the Ground Lessor thereunder.
(6) The Ground Lease is in full force and effect and no default has occurred under the Ground Lease and there is no existing condition which, but for the passage of time or the giving of notice, would result in a material default under the terms of the Ground Lease.
(7) The Ground Lessor is required to give notice of any default by the related lessee to the lender.
(8) The lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings, or to take other action so long as the lender is proceeding diligently) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default, before the Ground Lessor thereunder may terminate the Ground Lease.
(9) Either (i) the Ground Lease does not impose restrictions on subletting or (ii) the Ground Lessor has consented to the existing Ground Lease with respect to the related Mortgaged Property securing the related Mortgage Loan. The Ground Lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the lessee in the relevant portion of the Mortgaged Property subject to the Ground Lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.
(10) Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) is required to be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the lender or a trustee appointed by it
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having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest, except that in the case of condemnation awards, the Ground Lessor may be entitled to a portion of such award.
(11) Any related insurance proceeds, or condemnation award in respect of a total or substantially total loss or taking of the related Mortgaged Property is required to be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except as provided by applicable law or in cases where a different allocation would not be viewed as commercially unreasonable by any institutional investor, taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan). Until the principal balance and accrued interest are paid in full, neither the lessee nor the Ground Lessor under the Ground Lease has an option to terminate or modify the Ground Lease without the prior written consent of the lender as a result of any casualty or partial condemnation, except to provide for an abatement of the rent.
(12) Provided that the lender cures any defaults which are susceptible to being cured, the Ground Lessor has agreed to enter into a new lease upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
(tt) With respect to Mortgage Loans originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loans purchased or substituted by such Issuer from a third party, each Mortgage Loan and the related Mortgaged Property securing the Mortgage Loan are required to be originated pursuant to the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer), any Originator Form Documents or in accordance with a Borrower’s, Tenant’s or different form of document that is otherwise approved by the applicable Originator on a case by case basis in a manner that provides such Originator to receive the substantive benefits intended to be realized under the material terms of the Originator Form Documents.
(uu) The Mortgage Loan is not a construction loan.
2. Mortgaged Properties and Leases. With respect to each Mortgaged Property (as identified in Schedule II-A), the applicable Issuer hereby represents and warrants with respect to any Mortgaged Properties pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule II hereto, that:
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(a) Such Originator or Issuer, as applicable, owns such Mortgaged Property or Lease free and clear of any and all liens and other encumbrances except for the Permitted Exceptions. The following are “Permitted Exceptions” with respect to such Mortgaged Properties and Leases: (i) liens for real estate taxes and special assessments not yet due and payable or due but not yet delinquent, (ii) covenants, conditions and restrictions, rights-of-way, easements and other matters of public record, such exceptions being of a type or nature that are acceptable to mortgage lending institutions generally, (iii) those purchase options described under “Description of the Mortgage Loans, the Mortgaged Properties and the Leases—Terms Governing the Leases—Third Party Purchase Option” in the related Private Placement Memorandum and (iv) other matters to which like properties are commonly subject, which matters referred to in clauses (i), (ii), (iii) and (iv) do not, individually or in the aggregate, materially interfere with the value of such Mortgaged Property, or do not materially interfere or restrict the current use or operation of such Mortgaged Property relating to the Lease or do not materially interfere with the security intended to be provided by any mortgage, the current use or operation of the Mortgaged Property or the current ability of the Mortgaged Property to generate net operating income sufficient to service the Lease. Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary to perfect a valid first priority security interest in all items of personal property defined as part of the Mortgaged Property and in all cases, subject to a purchase money security interest and to the extent perfection may be effected pursuant to applicable law solely by recording or filing Financing Statements.
(b) The applicable Originator or Issuer (as applicable) has full right and authority to sell, contribute, assign, mortgage, pledge and transfer its interest in such Lease and Mortgaged Property or, to the extent that consent of a Tenant is required, such consent has been obtained.
(c) The information set forth in the lease schedule (attached to the related Purchase and Sale Agreement) with respect to such Mortgaged Property and Lease was true and correct in all material respects as of the related Transfer Date.
(d) Such Lease was not delinquent (giving effect to any applicable grace period) in the payment of any Monthly Lease Payments (other than Percentage Rents that are being recalculated with respect to certain Leases set forth in the lease schedule attached to the related Purchase and Sale Agreement) as of the Series Closing Date, and has not been during the time owned by the applicable Originator, 30 days or more delinquent in respect of any Monthly Lease Payment required thereunder.
(e) Lessor estoppels containing protection provisions have been obtained from the owner of the fee simple interest in each Property in which the applicable Originator or Issuer (as applicable) has only a ground leasehold interest.
(f) With respect to the related Lease for the Mortgaged Property, (i) there exists no material default, breach or event of acceleration under the Lease or any other agreement, document or instrument executed in connection with such Lease, (ii) to
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the applicable Originator’s or Issuer’s (as applicable) knowledge, there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a material default, breach or event of acceleration under the Lease, and (iii) there exists no material default, breach or event of acceleration under the Lease which such Originator or Issuer, as applicable, as landlord, or its servicer is not pursuing to cure, resolve or otherwise pursue remedies under the Lease with diligence.
(g) Neither such Lease nor any other agreement, document or instrument executed in connection with such Lease has been waived, modified, altered, satisfied, cancelled or subordinated in any material respect, and such Lease has not been terminated or cancelled, nor has any instrument been executed that would effect any such waiver, modification, alteration, satisfaction, termination, cancellation, subordination or release, except in each case by a written instrument that is part of the related Lease File.
(h) The Mortgaged Property is covered by a Title Policy, issued during the 6 months after the date of transfer thereof, in an amount at least equal to the initial Appraised Value of such Mortgaged Property. The Title Policy insures, as of the date of such policy, that the Collateral Agent has a valid security interest in such Mortgaged Property, subject only to the Permitted Exceptions (to the extent stated therein); such Title Policy is in full force and effect and names the Collateral Agent as a mortgagee of record; as of the Series Closing Date, all premiums for the Title Policy have been paid; and as of the Series Closing Date, no material claims have been made thereunder. The Title Policy has been issued by a company licensed to issue such policies in the state in which such Mortgaged Property is located.
(i) The Lease is not a Defaulted Asset or a Delinquent Asset as of the related Transfer Date.
(j) At commencement of the Lease, the Tenant had all material licenses, permits and material agreements, including without limitation franchise agreements and certificates of occupancy, necessary for the operation and continuance of the Tenant’s business on the Mortgaged Property; and, to the best of the applicable Originator’s or Issuer’s (as applicable) knowledge, (1) the Tenant is not in default of its obligations under any such applicable license, permit or agreement and (2) each such license, permit and agreement is in full force and effect.
(k) The Tenant is not the subject of any bankruptcy or insolvency proceeding.
(l) There are no pending actions, suits or proceedings by or before any court or governmental authority against or affecting, such Lease, such Mortgaged Property or, to the applicable Originator’s knowledge, the Tenant, that is reasonably likely to be determined adversely and, if determined adversely, would materially and adversely effect the value of the Lease or use or value of the Mortgaged Property, or the ability of the Tenant to pay any amounts due under the Lease.
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(m) All of the material improvements built or to be built on the Mortgaged Property that were included for the purpose of determining the Appraised Value of the Mortgaged Property lay within the boundaries of such Mortgaged Property and there are no encroachments into the building setback restriction lines of such Mortgaged Property in any way that would materially and adversely affect the value of the Mortgaged Property or the ability of the Tenant to pay any amounts due under the Lease (unless affirmatively covered in the applicable Title Policy described in paragraph (h) above).
(n) There are no delinquent or unpaid taxes or assessments, or other outstanding charges affecting the Mortgaged Property that are or may become a lien of priority equal to or higher than the lien of the Mortgage in favor of the Indenture Trustee (or Collateral Agent on its behalf), other than such amounts that do not materially and adversely affect the value of the Lease or use or value of the Mortgaged Property. For purposes of this representation and warranty, real property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.
(o) There is no valid dispute, claim, offset, defense or counterclaim to the applicable Originator’s or Issuer’s (as applicable) rights in the Lease.
(p) There is no proceeding pending for the total or partial condemnation of the Mortgaged Property and the Mortgaged Property is free and clear of any damage that would materially and adversely affect the value or use of such Mortgaged Property.
(q) The Lease or other agreement, document or instrument executed in connection with such Lease is the legal, valid and binding and enforceable obligation of the Tenant (subject to certain creditors’ rights exceptions and other exceptions of general application) and is in full force and effect.
(r) Except for any Lease that permits the Tenant to self-insure, the Lease requires the Tenant to maintain (or make payment to the lessor to cover such premiums) in respect of the Mortgaged Property insurance against loss by hazards (excluding flood and earthquake) and comprehensive general liability insurance in amounts generally required by the applicable Originator or the Issuer, as applicable, and in some cases (which may be only required at such Originator’s or such Issuer’s request), business interruption or rental value insurance for at least 6 months; all of such insurance required under the Lease for such Mortgaged Property (including, without limitation, if provided under a master insurance policy of such Issuer or an affiliate thereof) is in full force and effect and names such Originator or Issuer (as applicable) or its respective successors and assigns as an additional insured; all premiums for any insurance policies (including, without limitation, any applicable master insurance policy of such Issuer or an affiliate thereof) required to be paid as of the date of the related Purchase and Sale Agreement (or other applicable acquisition date) have been paid; all of such insurance policies require prior notice to the lessor under the Lease of termination or cancellation, and as of the date of the related Purchase and Sale Agreement (or other applicable
26
acquisition date) no such notices have been received; in the event that the Tenant fails to maintain the insurance required thereunder, the Lease (or other applicable document) authorizes the lessor under the Lease to maintain such insurance at the Tenant’s cost and expense and to seek reimbursement therefor from such Tenant. If such Mortgaged Property is located in a flood zone area as identified by the Federal Emergency Management Agency as a 100 year flood zone or special hazard area, such Mortgaged Property is required under the Lease to be covered by insurance against loss by flood in amounts generally required by such Originator or Issuer (as applicable) which insurance is in full force and effect. With respect to any Lease that permits the related Tenant to self-insure, such Lease requires one of the following in order for such Tenant to self-insure: (i) the related Tenant to not be in default, and such Tenant or any related Guarantor must either be a company listed on the NYSE with a rating of “NAIC-2” or better by the National Association of Insurance Commissioners; (ii) the related Tenant to not be in default and maintain a minimum tangible net worth of at least $50,000,000; (iii) the related Tenant to maintain limits of not less than $2,000,000; or (iv) the related Tenant may self-insure up to $100,000 single limits per occurrence for each $10,000,000 of such Tenant’s net worth as reflected on such Tenant’s most recent audited balance sheet.
(s) The Mortgaged Property was subject to one or more environmental assessments or reports (or an update of a previously conducted assessment or report) and the applicable Originator or Issuer (as applicable) has no knowledge of any material and adverse environmental conditions or circumstance affecting such Mortgaged Property that were not disclosed in the related assessment or report(s). There are no material and adverse environmental conditions or circumstances affecting the Mortgaged Property other than, with respect to any adverse environmental condition described in such report, those conditions for which remediation has been completed and, thereafter, to the extent that such report or remediation program so recommended: (i) a program of annual integrity testing and/or monitoring was recommended and implemented in connection with the Mortgaged Property or an adjacent or neighboring property; (ii) an operations and maintenance plan or periodic monitoring of such Mortgaged Property or nearby properties was recommended and implemented; or (iii) a follow-up plan was otherwise required to be taken under CERCLA or under regulations established thereunder from time to time by the Environmental Protection Agency, and such plan has been implemented in the case of (i), (ii) and (iii) above. The applicable Originator or Issuer (as applicable) determined in accordance with the related underwriting guidelines that adequate funding was available for such program or plan, as applicable. Neither the applicable Originator nor Issuer, as applicable, has taken any action with respect to the Mortgaged Property that would subject such Issuer, or its successors and assigns in respect of the Mortgaged Property, to any liability under CERCLA or any other applicable federal, state or local environmental law, and neither such Originator or Issuer (as applicable) has received any actual notice of a material violation of CERCLA or any other applicable Environmental Law with respect to the Mortgaged Property that was not disclosed in the related report. The Lease requires the Tenant to comply with all applicable federal, state and local laws, including Environmental Laws. The Lease specifically requires compliance with any Environmental Laws. For purposes of this paragraph (s), “Environmental Law” means any present federal, state and local laws,
27
statutes, ordinances, rules, regulations, standards, policies, consent decrees, consent or settlement agreements and other governmental directives or requirements, as well as common law, that apply to the Mortgaged Property and relate to Hazardous Substances, including, without limitation, CERCLA and RCRA. For purposes of this paragraph (s), “Hazardous Substances” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which on the Mortgaged Property is regulated by or prohibited by any federal, state or local authority; any substance that requires special handling; and any other material, substance or waste now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law.
(t) Such Mortgaged Property is free and clear of any mechanics’ and materialmen’s liens or liens in the nature thereof that would materially and adversely affect the value, use or operation of such Mortgaged Property except those that are insured against by the Title Policy referred to in paragraph (h) above.
(u) The Lease, together with applicable state law, contains customary and enforceable provisions such as to render the rights and remedies of the lessors thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby.
(v) With respect to each Mortgaged Property:
(1) such Mortgaged Property is not subject to any lease other than a sublease and/or the related Lease; no person has any possessory interest in, or right to occupy, the leased property except under and pursuant to the Lease or such sublease; the Tenant (or sub-tenant) is in occupancy of the Mortgaged Property and is paying rent pursuant to the Lease; and, in the case of any sublease, the Tenant remains primarily liable on the Lease;
(2) except with respect to those Mortgaged Properties with respect to which the Tenant can terminate the related Lease during the last 42 months of the lease term in the event of a casualty and any insurance proceeds related thereto are payable to the Tenant, the obligations of the Tenant, including, but not limited to, the obligation to pay fixed and additional rent, are not affected by reason of: any damage to or destruction of any portion of the leased property; any taking of the leased property or any part thereof by condemnation or otherwise; or any prohibition, limitation, interruption, cessation, restriction, prevention or interference of the Tenant’s use, occupancy or enjoyment of the leased property, except the Tenant’s rights to abate or terminate its obligation to pay fixed or
28
additional rent are coupled with insurance proceeds or condemnation awards going to the lessor; or the right to abate as a result of a landlord’s default;
(3) neither the applicable Originator nor Issuer (as applicable), as lessor under the Lease, has any monetary obligations under the Lease that has not been satisfied;
(4) the Tenant has not been released, in whole or in part, from its obligations under the terms of the Lease;
(5) all obligations related to the initial construction of the improvements on the Mortgaged Property have been satisfied and, except for the obligation to rebuild such improvements after a casualty (which obligation is limited by available insurance proceeds), the applicable Originator or Issuer (as applicable) does not have any nonmonetary obligations under the Lease and has made no representation or warranty under the Lease, the breach of which would result in the abatement of rent, a right of setoff or termination of the Lease;
(6) there is no right of rescission, set-off, abatement (except in the case of casualty or condemnation), diminution, defense or counterclaim to the Lease, nor does the operation of any of the terms of the Lease, or the exercise of any rights thereunder, render the Lease unenforceable, in whole or in part, or subject to any right of rescission, set-off, abatement, diminution, defense or counterclaim, and no such right has been asserted;
(7) the Tenant has agreed to indemnify the lessor from any claims of any nature relating to the Lease and the related Mortgaged Property other than the lessor’s gross negligence or willful misconduct, including, without limitation, arising as a result of violations of environmental and hazardous waste laws resulting from the Tenant’s operation of the property;
(8) any obligation or liability imposed on the lessor by any easement or reciprocal easement agreement is also an obligation of the Tenant under the Lease;
(9) the Tenant is required to make rental payments as directed by the lessor and its successors and assigns; and
(10) except in certain cases where the Tenant may exercise a right of first refusal, the Lease is freely assignable by the lessor and its successors and assigns to any person without the consent of the Tenant, and in the event the lessor’s interest is so assigned, the Tenant is obligated to recognize the assignee as lessor under such Lease, whether under the Lease or by operation of law.
29
(w) In connection with Leases with a Guaranty:
(1) such Guaranty, on its face, is unconditional, irrevocable and absolute, and is a guaranty of payment and not merely of collection and contains no conditions to such payment, other than a notice and right to cure; and the Guaranty provides that it is the guaranty of both the performance and payment of the financial obligations of the Tenant under the Lease and does not provide for offset, counterclaim or defense; and
(2) such Guaranty is binding on the successors and assigns of the guarantor and inures to the benefit of the lessor’s successors and assigns and cannot be released or amended without the lessor’s consent or unless a predetermined performance threshold is achieved.
(x) No fraudulent acts were committed by the applicable Originator or Issuer (as applicable) during the origination process with respect to the Lease related to such Mortgaged Property.
(y) In connection with the acquisition of each Mortgaged Property, the applicable Originator or Issuer (as applicable) inspected or caused to be inspected the Mortgaged Property by inspection, appraisal or otherwise as required in such underwriting guidelines then in effect.
(z) The origination, servicing and collection of Monthly Lease Payments on such Lease is in all respects legal, proper and prudent and in accordance with customary industry standards.
(aa) To the extent required under applicable law, the applicable Originator or Issuer (as applicable) was authorized to transact and do business in the jurisdiction in which such Mortgaged Property is located, except where such failure to qualify would not result in a material adverse effect on the enforceability of the related Lease.
(bb) The Mortgaged Property has adequate rights of access to public rights-of-way and is served by utilities, including, without limitation, adequate water, sewer, electricity, gas, telephone, sanitary sewer, and storm drain facilities. All public utilities necessary to the continued use and enjoyment of the Mortgaged Property as presently used and enjoyed are located in the public right-of-way abutting the Mortgaged Property or are the subject of access easements for the benefit of the Mortgaged Property, and all such utilities are connected so as to serve the Mortgaged Property without passing over other property or are the subject of access easements for the benefit of the Mortgaged Property. All roads necessary for the full use of the Mortgaged Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the Mortgaged Property.
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(cc) The Lease File contains a survey with respect to such Mortgaged Property, which survey was deemed sufficient to delete the standard title survey exception (to the extent the deletion of such exception is available in the related state).
(dd) With respect to any Mortgaged Property in which the applicable Originator’s or Issuer’s (as applicable) interest in such Mortgaged Property is under a Ground Lease, based upon the terms of the related Ground Lease or an estoppel letter or other writing received from the Ground Lessor and included in the related Lease File:
(1) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded. The Ground Lessor has permitted the interest of the related lessee to be encumbered by the related Lease and the Mortgage filed for the benefit of the Indenture Trustee or the Collateral Agent on its behalf. To the best of such Originator’s or Issuer’s knowledge, as applicable, there has been no material change in the terms of the Ground Lease since its recordation, except by any written instruments which are included in the related Lease File.
(2) The Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and any such action without such consent is not binding on the lender, its successors or assigns.
(3) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, can be exercised, and is enforceable, by the lender) that extends not less than 20 years beyond the stated term of the related Lease.
(4) Based on the Title Policy referenced in paragraph (h) above, the Ground Lease interest is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, subject to permitted encumbrances and liens that encumber the Ground Lessor’s fee interest.
(5) The Ground Lease is assignable to the lender and its assigns without the consent of the Ground Lessor thereunder.
(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
31
to take other action so long as the lender is proceeding diligently) to cure any default under the Ground Lease which is curable after the receipt of notice of any default, before the Ground Lessor may terminate the Ground Lease.
(9) Either (i) the Ground Lease does not impose restrictions on subletting or (ii) the Ground Lessor has consented to the existing Lease with respect to the related Mortgaged Property. The Ground Lessor is not permitted to disturb the possession, interest or quiet enjoyment of any subtenant of the lessee in the relevant portion of the Mortgaged Property subject to the Ground Lease for any reason, or in any material manner, which would adversely affect the security provided by the related Mortgage.
(10) Any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) are required to be applied either to the repair or restoration of all or part of the related Mortgaged Property, except that in the case of condemnation awards, the Ground Lessor may be entitled to a portion of such award.
(11) The lessee does not have an option to terminate or modify the Ground Lease without the prior written consent of the Ground Lessor as a result of any casualty or partial condemnation of the Mortgaged Property, except to provide for an abatement of the rent.
(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.
(ee) With respect to any Mortgaged Property and Lease originated or acquired after the Series Closing Date and with respect to any Qualified Substitute Mortgaged Properties purchased or substituted by such Issuer from a third party (subject to exceptions scheduled and set forth in the related Purchase and Sale Agreement, or in an exception schedule approved by the Requisite Global Majority in connection with any substitution of a Qualified Substitute Mortgaged Property), the Mortgaged Property and Lease are required to be originated or acquired pursuant to the Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer) and in all material respects and in substantive compliance with the Originator Form Documents or in accordance with a seller’s or Tenant’s form of document that is otherwise approved by the applicable Originator or Issuer, as applicable, and its counsel on a case-by-case basis in a manner that provides for such Originator or Issuer, as applicable, to receive the substantive benefits intended to be realized under the terms of the Originator Form Documents.
(ff) No adverse selection was employed in selecting such Lease.
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(gg) With respect to any Mortgaged Property which is the subject of a Master Lease (noting that not all properties subject to such Master Lease are included as Mortgaged Properties in the Collateral Pool), the lessor under the Master Lease has assigned its interest in the Lease in the Collateral Pool to the applicable Originator and such Originator and the other lessors under such Master Lease have entered into inter-lessor agreements by which the rents and the rights to enforce the provisions of such Master Lease pertinent to any of the Mortgaged Properties have also been assigned to such Originator.
(hh) Such Mortgaged Property is (i) free of any damage that would materially and adversely affect the use or value of such Mortgaged Property and (ii) in good repair and condition so as not to materially and adversely affect the use or value of such Mortgaged Property; and all building systems contained in such Mortgaged Property are in good working order so as not to materially and adversely affect the use or value of such Mortgaged Property.
(ii) All security deposits collected in connection with such Mortgaged Property are being held in accordance with all applicable laws.
(jj) To the applicable Originator’s or Issuer’s actual knowledge, as applicable, based upon zoning letters, zoning reports, the Title Policy, historical use and/or other due diligence customarily performed by such party in connection with the acquisition of the Mortgaged Property, the improvements located on or forming part of such Mortgaged Property comply in all material respects with applicable zoning laws and ordinances (except to the extent that they may constitute legal non-conforming uses), including the existence of a certificate of occupancy.
3. Equipment Loans. With respect to each Equipment Loan (as identified in Schedule III-A), the applicable Issuer hereby represents and warrants with respect to any Equipment Loan pledged by it prior to the Series Closing Date or purchased or substituted by such Issuer from a third party (subject to Section 2.05 of the Property Management Agreement), as of the date herein below specified or, if no such date is specified, as of the Series Closing Date, except as set forth on Schedule III hereto, that:
(a) Immediately prior to the transfer and assignment of the Equipment Loan to such Issuer, the applicable Originator had good and insurable fee title to, and was the sole owner and holder of, the Equipment Loan, free and clear of any and all liens, encumbrances and other interests on, in or to the Equipment Loan. Such transfer and assignment from the applicable Originator to such Issuer of the Equipment Loan by collateral assignment and by individual allonges of the related Equipment Loan notes and assignments of the related security agreements in blank validly assigns all of the applicable Originator’s right, title and ownership of the Equipment Loan to such Issuer (and, with respect to the related security agreement, to the Collateral Agent) free and clear of any pledge, lien, encumbrance or security interest.
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(b) The applicable Originator has full right and authority to sell, contribute, assign and transfer the Equipment Loan to such Issuer. The entire agreement with the applicable Originator (whether originated by such Originator or a different originator) is contained in the Loan Documents and there are no warranties, agreements or options regarding such Equipment Loan or the related secured equipment not set forth therein. Other than the Loan Documents, there are no agreements between any predecessor in interest in the Equipment Loan and the Borrower.
(c) The information pertaining to the Equipment Loan set forth in the equipment loan schedule attached to the related Purchase and Sale Agreement was true and correct in all material respects as of the related Transfer Date. The Equipment Loan was originated or acquired in accordance with, and fully complies with, the related underwriting guidelines in all material respects. The related Loan File contains all of the documents and instruments required to be contained therein.
(d) [Reserved].
(e) [Reserved].
(f) The applicable Originator has not waived any material default, breach, violation or event of acceleration existing under the related security agreement or Equipment Loan note.
(g) [Reserved].
(h) There is no valid offset, defense or counterclaim to the payment or performance obligations of the Equipment Loan.
(i) The secured equipment securing any Equipment Loan is free and clear of any damage that would materially and adversely affect its value as security for the Equipment Loan.
(j) The Equipment Loan complied with all applicable usury laws in effect at its date of origination.
(k) The proceeds of the Equipment Loan have been fully disbursed and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making, closing and recording the Equipment Loan, including, but not limited to, security agreement recording taxes and recording and filing fees relating to the origination of such Equipment Loan, have been paid. Any and all requirements as to completion of any on-site or off-site improvement by the Borrower and as to disbursements of any escrow funds therefor that were to have been complied with have been complied with.
(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
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and delivered by the parties thereto, and each is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(m) [Reserved].
(n) [Reserved].
(o) The Equipment Loan is not cross-collateralized with any other Equipment Loan that is not included in the Collateral Pool.
(p) The terms of the related security agreement, Equipment Loan note and other Loan Documents have not been impaired, waived, altered, modified, satisfied, canceled or subordinated in any material respect, except by written instruments that are part of the Loan File, recorded or filed in the applicable public office if necessary to maintain the priority of the lien of the related security agreement, delivered to such Issuer or its designee.
(q) There are no delinquent taxes or other similar outstanding lienable charges affecting the secured equipment which are or may become a lien of priority equal to or higher than the lien of the related security agreement. For purposes of this representation and warranty, personal property taxes and assessments shall not be considered unpaid until the date on which interest and/or penalties would be payable thereon.
(r) [Reserved].
(s) Each Equipment Loan is a whole loan and not a participation interest.
(t) [Reserved].
(u) All escrow deposits relating to the Equipment Loan that are required to be deposited with the applicable Originator or its agent have been so deposited.
(v) [Reserved].
(w) [Reserved]
(x) (i) There exists no material default, breach or event of acceleration under the Equipment Loan or any of the Loan Documents or any related Lease, (ii) there exists no event (other than payments due but not yet delinquent) that, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such
35
a material default, breach or event of acceleration and (iii) no payment on any Equipment Loan is, or has previously been during any time owned by the applicable Originator or Issuer, 30 or more days delinquent; provided, however, that this representation and warranty does not cover any default, breach or event of acceleration that specifically pertains to any matter otherwise covered or addressed by any other representation and warranty made by the applicable Originator with respect to the Equipment Loans.
(y) [Reserved].
(z) The Equipment Loan contains no equity participation by or shared appreciation rights in the lender or beneficiary under the related security agreement, and does not provide for any contingent or additional interest in the form of participation in the cash flow of the secured equipment securing the Equipment Loan, or for negative amortization.
(aa) No holder of the Equipment Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the secured equipment securing the Equipment Loan, directly or indirectly, for the payment of any amount required by the Equipment Loan.
(bb) To the applicable Originator’s knowledge, based on due diligence customarily performed in the origination or acquisition of comparable equipment loans by such Originator, as of the date of origination or acquisition of the Equipment Loan, the related Borrower was in compliance with all applicable laws relating to the ownership and operation of the Equipment securing the Equipment Loan as then operated and was in possession of all material licenses, permits and authorizations required by applicable laws for the ownership and operation of such Equipment as operated.
(cc) The origination, servicing and collection practices the applicable Originator used with respect to the Equipment Loan since such Originator’s origination or acquisition thereof, have complied with applicable law in all material respects and are consistent and in accordance with the terms of the related Loan Documents and in accordance with the applicable servicing standard and customary industry standards.
(dd) The related security agreement or Equipment Loan note, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph (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.
(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 the applicable Originator’s knowledge, pending against or affecting the Borrower the secured equipment securing the Equipment Loan that, if determined adversely to such
36
Borrower or secured equipment securing the Equipment Loan, would materially and adversely affect the value of the secured equipment securing the Equipment Loan or the ability of the Borrower to pay principal, interest or any other amounts due under the Equipment Loan or the related Lease, as applicable.
(gg) [Reserved].
(hh) [Reserved].
(ii) The related security agreement does not permit the secured equipment securing the Equipment Loan to be encumbered by any lien junior to or of equal priority with the lien of such security agreement (excluding any lien relating to another Equipment Loan that is cross collateralized with the Equipment Loan) without the prior written consent of the holder thereof.
(jj) The Borrower is not a debtor in any state or federal bankruptcy or insolvency proceeding.
(kk) As of the date of origination or acquisition of the Equipment Loan by the applicable Originator, the Borrower, if not a natural person was duly organized and validly existing under the laws of the state of its jurisdiction.
(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) The applicable Originator does not have knowledge of any circumstance or condition with respect to the Equipment Loan, the secured equipment securing the Equipment Loan or the Borrower’s credit standing that could reasonably be expected to cause such Issuer to regard such Equipment Loan as unacceptable security, cause such Equipment Loan to become delinquent or have a material adverse effect on the value or marketability of such Equipment Loan.
(rr) [Reserved].
(ss) [Reserved].
(tt) With respect to any Equipment Loan originated after the Series Closing Date and with respect to any Qualified Substitute Mortgage Loan purchased or substituted by such Issuer from a third party, the Equipment Loan and the related secured equipment securing the Equipment Loan are required to be originated pursuant to the
37
Indenture and the Property Management Agreement in accordance with the related underwriting guidelines (subject to any material modifications approved by the Insurer), the Originator Form Documents or in accordance with a Borrower’s or a different form of document that is otherwise approved by such Issuer on a case by case basis in a manner that provides for such Issuer to receive the substantive benefits intended to be realized under the material terms of the Originator Form Documents.
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SCHEDULE I-A
MORTGAGE LOANS
1. Spirit Master Funding
Property ID |
| Obligor |
| Concept |
| Address |
| City |
| ST |
| Zip Code |
P0000051 |
| Taco Bueno |
| Taco Bueno |
| 1321 Desiree Lane |
| Hurst |
| TX |
| 74145-4818 |
P0000052 |
| Taco Bueno |
| Taco Bueno |
| 2307 S Cooper St |
| Arlington |
| TX |
| 76015-1602 |
P0000053 |
| Taco Bueno |
| Taco Bueno |
| 5600 Camp Bowie Blvd |
| Fort Worth |
| TX |
| 76107-5119 |
P0000054 |
| Taco Bueno |
| Taco Bueno |
| 1528 Brown Trl |
| Bedford |
| TX |
| 76021-5343 |
P0000055 |
| Taco Bueno |
| Taco Bueno |
| 7436 E Admiral Pl |
| Tulsa |
| OK |
| 74115-7913 |
P0000056 |
| Taco Bueno |
| Taco Bueno |
| 8601 Highway 80 W |
| Fort Worth |
| TX |
| 76116-6101 |
P0000057 |
| Taco Bueno |
| Taco Bueno |
| 205 Spur 350 |
| Euless |
| TX |
| 76040-4583 |
P0000058 |
| Taco Bueno |
| Taco Bueno |
| 4117 Buffalo Gap Rd |
| Abilene |
| TX |
| 79605-7233 |
P0000059 |
| Taco Bueno |
| Taco Bueno |
| 5748 SW Green Oaks Blvd |
| Arlington |
| TX |
| 76017-1201 |
P0000060 |
| Taco Bueno |
| Taco Bueno |
| 1550 W University Dr |
| Denton |
| TX |
| 76201-1790 |
P0000061 |
| Taco Bueno |
| Taco Bueno |
| 6350 Lake Worth Blvd |
| Lake Worth |
| TX |
| 76135-3102 |
P0000062 |
| Taco Bueno |
| Taco Bueno |
| 8611 S Lewis Ave |
| Tulsa |
| OK |
| 74137-3206 |
P0000063 |
| Taco Bueno |
| Taco Bueno |
| 5724 Broadway Blvd |
| Garland |
| TX |
| 75043-5818 |
P0000064 |
| Taco Bueno |
| Taco Bueno |
| 1113 W Northwest Hwy |
| Grapevine |
| TX |
| 76051-5034 |
P0000065 |
| Taco Bueno |
| Taco Bueno |
| 301 W Shawnee St |
| Muskogee |
| OK |
| 74401-4152 |
P0000066 |
| Taco Bueno |
| Taco Bueno |
| 2001 NW 23rd St |
| Oklahoma City |
| OK |
| 73106-1203 |
P0000067 |
| Taco Bueno |
| Taco Bueno |
| 7057 Ridgmar Meadow Rd |
| Fort Worth |
| TX |
| 76116-1516 |
P0000068 |
| Taco Bueno |
| Taco Bueno |
| 1210 W Will Rogers Blvd |
| Claremore |
| OK |
| 74017-3426 |
P0000069 |
| Taco Bueno |
| Taco Bueno |
| 1301 S Meridian Ave |
| Oklahoma City |
| OK |
| 73108-1707 |
P0000070 |
| Taco Bueno |
| Taco Bueno |
| 6112 S Garnett Rd |
| Broken Arrow |
| OK |
| 74012-1217 |
P0000071 |
| Taco Bueno |
| Taco Bueno |
| 2630 S Buckner Blvd |
| Dallas |
| TX |
| 75227-6901 |
P0000072 |
| Taco Bueno |
| Taco Bueno |
| 722 S Main St |
| Sapulpa |
| OK |
| 74066-5104 |
P0000073 |
| Taco Bueno |
| Taco Bueno |
| 5010 US Highway 277 S |
| Abilene |
| TX |
| 79605-4543 |
P0000074 |
| Taco Bueno |
| Taco Bueno |
| 3023 SW 29th St |
| Oklahoma City |
| OK |
| 73119-1713 |
I-A-1
P0000075 |
| Taco Bueno |
| Taco Bueno |
| 6834 Wesley St |
| Greenville |
| TX |
| 75402-7303 |
| |
P0000076 |
| Taco Bueno |
| Taco Bueno |
| 2951 N Belt Line Rd |
| Irving |
| TX |
| 75062-5248 |
| |
P0000077 |
| Taco Bueno |
| Taco Bueno |
| 5380 N Beach St |
| Haltom City |
| TX |
| 76137-2730 |
| |
P0000078 |
| Taco Bueno |
| Taco Bueno |
| 5341 William D Tate Ave |
| Grapevine |
| TX |
| 76051-7357 |
| |
P0000079 |
| Taco Bueno |
| Taco Bueno |
| 2404 Westport Pkwy |
| Fort Worth |
| TX |
| 76177-5302 |
| |
P0000080 |
| Taco Bueno |
| Taco Bueno |
| 3204 SE Loop 820 |
| Forest Hill |
| TX |
| 76140-1107 |
| |
P0000081 |
| Taco Bueno |
| Taco Bueno |
| 3700 Eldorado Pkwy |
| McKinney |
| TX |
| 75070-4228 |
| |
P0000082 |
| Taco Bueno |
| Taco Bueno |
| 5032 S Sheridan Rd |
| Tulsa |
| OK |
| 74145-5714 |
| |
P0000083 |
| Taco Bueno |
| Taco Bueno |
| 1725 W Owen K Garriott Rd |
| Enid |
| OK |
| 73703-5604 |
| |
P0000084 |
| Taco Bueno |
| Taco Bueno |
| 2814 E 11th St |
| Tulsa |
| OK |
| 74104-4113 |
| |
P0000085 |
| Taco Bueno |
| Taco Bueno |
| 2305 E Southlake Blvd |
| Southlake |
| TX |
| 76092-6603 |
| |
P0000086 |
| Advance Auto |
| Discount |
| 1603 S Main St |
| Atmore |
| AL |
| 36502-3501 |
| |
P0000087 |
| Advance Auto |
| Discount |
| 5605 E Rite Rd |
| Theodore |
| AL |
| 36582-1665 | ||
P0000088 |
| Advance Auto |
| Discount |
| 8300 NW 103rd St |
| Hialeah |
| FL |
| 33016-2253 | ||
P0000089 |
| Advance Auto |
| Discount |
| 615 N Dixie Fwy |
| New Smyrna Beach |
| FL |
| 32168-6409 | ||
P0000090 |
| Advance Auto |
| Discount |
| 7522 Southgate Blvd |
| Margate |
| FL |
| 33068-1362 | ||
P0000091 |
| Advance Auto |
| Discount |
| 5121 Powerline Rd |
| Fort Lauderdale |
| FL |
| 33309-3156 | ||
P0000092 |
| Advance Auto |
| Discount |
| 3012 W Hillsborough Ave |
| Tampa |
| FL |
| 33614-5963 | ||
P0000093 |
| Advance Auto |
| Discount |
| 10824 S US Highway 41 |
| Gibsonton |
| FL |
| 33534-4708 | ||
P0000094 |
| Advance Auto |
| Advance |
| 2636 S Smithville Rd |
| Dayton |
| OH |
| 45420-2642 | ||
P0000095 |
| Advance Auto |
| Advance |
| 3210 Library Rd |
| Castle Shannon |
| PA |
| 15234-2631 | ||
P0000096 |
| Advance Auto |
| Advance |
| 3317 Agency St |
| Burlington |
| IA |
| 52601-1959 | ||
P0000097 |
| Advance Auto |
| Discount |
| 311 E Oakland Ave |
| Camilla |
| GA |
| 31730-1969 | ||
P0000098 |
| Advance Auto |
| Discount |
| 2815 Montgomery St |
| Savannah |
| GA |
| 31405-3200 | ||
P0000099 |
| Advance Auto |
| Discount |
| 1501 Manchester Expy |
| Columbus |
| GA |
| 31904-6659 | ||
P0000100 |
| Advance Auto |
| Discount |
| 203 W 6th St |
| Waynesboro |
| GA |
| 30830-1461 | ||
I-A-2
P0000101 |
| Advance Auto |
| Discount |
| 402 Columbia St |
| Blakeley |
| GA |
| 31723-1703 |
P0000102 |
| Advance Auto |
| Discount |
| 2196 US Highway 17 |
| Richmond Hill |
| GA |
| 31324-3671 |
P0000103 |
| Advance Auto |
| Discount |
| 3602 Peach Orchard Rd |
| Augusta |
| GA |
| 30906-9436 |
P0000104 |
| Advance Auto |
| Discount |
| 760 E King Avenue |
| Kingsland |
| GA |
| 31548-6317 |
P0000105 |
| Advance Auto |
| Discount |
| 310 W Taylor St |
| Griffin |
| GA |
| 30223-3029 |
P0000106 |
| Advance Auto |
| Discount |
| 5621 Riverdale Dr |
| College Park |
| GA |
| 30349-6443 |
P0000107 |
| Advance Auto |
| Discount |
| 1496 US Highway 19 |
| Leesburg |
| GA |
| 31763-4834 |
P0000108 |
| Advance Auto |
| Discount |
| 950 E Boston St |
| Covington |
| LA |
| 70433-3282 |
P0000109 |
| Advance Auto |
| Advance Auto Parts |
| 2602 Washington Ave |
| Alton |
| IL |
| 62002-5466 |
P0000110 |
| Advance Auto |
| Advance Auto Parts |
| 3510 Gravois Ave |
| Saint Louis |
| MO |
| 63118-3504 |
P0000111 |
| Advance Auto |
| Discount |
| 5060 Hardy St |
| Hattiesburg |
| MS |
| 39402-1307 |
P0000112 |
| Advance Auto |
| Discount |
| 300 US Highway 80 W |
| Clinton |
| MS |
| 39056 |
P0000113 |
| Advance Auto |
| Discount |
| 1259 Ellis Ave |
| Jackson |
| MS |
| 39209-7328 |
P0000114 |
| Advance Auto |
| Discount |
| 179 Sgt Prentiss Dr |
| Natchez |
| MS |
| 39120-4733 |
P0000115 |
| Advance Auto |
| Discount |
| 198 Northside Dr |
| Newton |
| MS |
| 39345-9747 |
P0000116 |
| Advance Auto |
| Discount |
| 614 Central Ave W |
| Wiggins |
| MS |
| 39577-2531 |
P0000117 |
| Advance Auto |
| Discount |
| 550 E Baruch St |
| Denmark |
| SC |
| 29042-1307 |
2. Spirit Master Funding II
Property ID |
| Obligor |
| Concept |
| Address |
| City |
| ST |
| Zip Code |
P0000872 |
| CBH2O |
| Camelback Ski Resort |
| #1 Camelback Road |
| Tannersville |
| PA |
| 18372 |
P0001125 |
| ADF Companies |
| Pizza Hut |
| 10401 S. US Highway 1 |
| Port Saint Lucie |
| FL |
| 34952-5645 |
P0001126 |
| ADF Companies |
| Pizza Hut |
| 6170 Congress Ave |
| Lantana |
| FL |
| 33462-2300 |
P0001127 |
| ADF Companies |
| Pizza Hut |
| 670 S US Highway 1 |
| Vero Beach |
| FL |
| 32962-4507 |
P0001128 |
| ADF Companies |
| Pizza Hut |
| 405 N. Main St |
| La Fayette |
| GA |
| 30728-2423 |
P0001129 |
| ADF Companies |
| Pizza Hut |
| 4607 N. Australian Ave |
| West Palm Beach |
| FL |
| 33407-2303 |
P0001130 |
| ADF Companies |
| Pizza Hut |
| 949 S. Main St |
| Belle Glade |
| FL |
| 33430-3430 |
I-A-3
P0001131 |
| ADF Companies |
| Pizza Hut |
| 2800 Congress Ave |
| Lake Worth |
| FL |
| 33461-2136 |
P0001132 |
| ADF Companies |
| Pizza Hut |
| 1112 N. Charles G. Seivers Blvd |
| Clinton |
| TN |
| 37716-3937 |
P0001133 |
| ADF Companies |
| Pizza Hut |
| 212 Cedar Lane |
| Knoxville |
| TN |
| 37912-3507 |
P0001134 |
| ADF Companies |
| Pizza Hut |
| 2795 Highway 441 S |
| Okeechobee |
| FL |
| 34974-5839 |
P0001135 |
| ADF Companies |
| Pizza Hut |
| 7504 Clinton Hwy |
| Powell |
| TN |
| 37849-4105 |
P0001136 |
| ADF Companies |
| Pizza Hut |
| 776 Mountain Creek Road |
| Chattanooga |
| TN |
| 37405-1631 |
P0001137 |
| ADF Companies |
| Pizza Hut |
| 6591 Forest Hill Blvd |
| West Palm Beach |
| FL |
| 33413-3301 |
P0001138 |
| ADF Companies |
| Pizza Hut |
| 407 New Highway 68 |
| Sweetwater |
| TN |
| 37874-1907 |
P0001139 |
| ADF Companies |
| Pizza Hut |
| 629 N. Main Street |
| Crossville |
| TN |
| 38555-6012 |
P0001140 |
| ADF Companies |
| Pizza Hut |
| 375 Hannum St |
| Alcoa |
| TN |
| 37701-2452 |
P0001141 |
| ADF Companies |
| Pizza Hut |
| 2418 Airport Hwy |
| Alcoa |
| TN |
| 37701-3188 |
P0001142 |
| ADF Companies |
| Pizza Hut |
| 7410 Rhea County Hwy |
| Dayton |
| TN |
| 37321-5910 |
P0001143 |
| ADF Companies |
| Pizza Hut |
| 10043 Dayton Pike |
| Soddy Daisy |
| TN |
| 37379-5004 |
P0001144 |
| ADF Companies |
| Pizza Hut |
| 354 Kimball Crossing |
| Kimball |
| TN |
| 37347-5627 |
P0001145 |
| ADF Companies |
| Pizza Hut |
| 1215 Congress Parkway NW |
| Athens |
| TN |
| 37303-1704 |
P0001146 |
| ADF Companies |
| Pizza Hut |
| 1624 S. Roane St |
| Harriman |
| TN |
| 37748-7536 |
P0001147 |
| ADF Companies |
| Pizza Hut |
| 290 S. Main St |
| Trenton |
| GA |
| 30752 |
P0001148 |
| ADF Companies |
| Pizza Hut |
| 430 Highway 411 S |
| Chatsworth |
| GA |
| 30705-5859 |
P0001149 |
| ADF Companies |
| Pizza Hut |
| 5454 Alabama Hwy |
| Ringgold |
| GA |
| 30736-2438 |
P0001150 |
| ADF Companies |
| Pizza Hut |
| 3428 N. Broadway St |
| Knoxville |
| TN |
| 37917-2737 |
P0001151 |
| ADF Companies |
| Pizza Hut |
| 7343 Chapman Hwy |
| Knoxville |
| TN |
| 37920-6682 |
P0001152 |
| ADF Companies |
| Pizza Hut |
| 3115 45th Street |
| West Palm Beach |
| FL |
| 33407-1915 |
3. Spirit Master Funding III
Property ID |
| Obligor |
| Concept |
| Address |
| City |
| ST |
| Zip Code |
P0001615 |
| Cornett Hospitality, LLC |
| Hooters |
| 5615 Maccorkle Avenue SE |
| Charleston |
| WV |
| 25304 |
I-A-4
P0001616 |
| Cornett Hospitality, LLC |
| Hooters |
| 3498 William Penn Highway |
| Monroeville |
| PA |
| 15235 |
P0001617 |
| Cornett Hospitality, LLC |
| Hooters |
| 703 Loucks Road |
| York |
| PA |
| 17404 |
P0001618 |
| Cornett Hospitality, LLC |
| Hooters |
| 2401 West Hundred Road |
| Chester |
| VA |
| 23831 |
P0001619 |
| Cornett Hospitality, LLC |
| Max & Erma’s |
| 2160 John Rolfe Parkway |
| Richmond |
| VA |
| 23233 |
P0001620 |
| Cornett Hospitality, LLC |
| Topeka’s Steakhouse ‘N Saloon |
| 4731 Brad McNeer Parkway |
| Midlothian |
| VA |
| 23112 |
P0001753 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 3334 Wilmington Road |
| New Castle |
| PA |
| 16105 |
P0001754 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 3870 Elm Road, NE |
| Warren |
| OH |
| 44483 |
P0001759 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| Route 358 Hadley Road |
| Greenville |
| PA |
| 16125 |
N/A |
| James E. Cornett, III and J. Philip Cornett |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
I-A-5
SCHEDULE I
MORTGAGE LOAN — EXCEPTIONS
1. Spirit Master Funding II, LLC
None.
2. Spirit Master Funding II, LLC
(i) For the following properties, there is damage that would materially affect the value of the Lease or Mortgaged Property:
Property ID |
| Asset/Property Name |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other Issues |
P0001314 |
| ADF |
| 3115 45th Street |
| West Palm Beach |
| FL |
| 33407-1915 |
| Hurricane damage; however, Borrower obligated to pay and still paying loan payments |
P0001320 |
| ADF |
| 670 S US Highway 1 |
| Vero Beach |
| FL |
| 32962-4507 |
| Hurricane damage; however, Borrower obligated to pay and still paying loan payments |
P0001322 |
| ADF |
| 4607 N. Australian Ave |
| West Palm Beach |
| FL |
| 33407-2303 |
| Hurricane damage; however, Borrower obligated to pay and still paying loan payments |
3. Spirit Master Funding III, LLC
(ss)(3) For the following properties, the Ground Lease does not have an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, can be exercised, and is enforceable, by the lender) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan:
Property ID |
| Asset/Property Name |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other Issues |
M001314 |
| Cornett Hospitality, LLC |
| 5615 MacCorkle Avenue, SE |
| Charleston |
| WV |
| 25304 |
| Ground lease expires in 2019; however, if borrower does not extend beyond maturity date, must pay off loan |
M001314 |
| Cornett Hospitality, |
| 3498 William Penn Highway |
| Monroeville |
| PA |
| 15235 |
| Ground lease expires in 2020; however, if |
I-1
| LLC |
|
|
|
|
|
|
|
|
| borrower does not extend beyond maturity date, must pay off loan | |
M001314 |
| Cornett Hospitality, LLC |
| 703 Loucks Road |
| York |
| PA |
| 17404 |
| Ground lease expires in 2022; however, if borrower does not extend beyond maturity date, must pay off loan |
I-2
SCHEDULE II-A
PROPERTIES
1. Spirit Master Funding
Property 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 |
II-A-1
P0000182 |
| Pike Holding Plane Nursery LLC |
| Pike Plane Nursery |
| 2955 Holcomb Bridge Road |
| Alpharetta |
| GA |
| 30022 |
P0000183 |
| Pike Holding Plane Nursery LLC |
| Pike Plane Nursery |
| 2900 Johnson Ferry Road |
| Marietta |
| GA |
| 30062 |
P0000188 |
| Grand Canyon University |
| Grand Canyon University |
| 3300 West Camelback Rd. |
| Phoenix |
| AZ |
| 85017 |
P0000300 |
| NPC International, Inc. |
| Pizza Hut |
| 925 N Green River Rd |
| Evansville |
| IN |
| 47715-2418 |
P0000301 |
| NPC International, Inc. |
| Pizza Hut |
| 4127 Frederica St |
| Owensboro |
| KY |
| 42301-7455 |
P0000302 |
| NPC International, Inc. |
| Pizza Hut |
| 606 N 1st St |
| Madill |
| OK |
| 73446-1410 |
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 |
II-A-2
P0000328 |
| Burger King Corporation |
| Burger King |
| 2400 13th St |
| Saint Cloud |
| FL |
| 34769-4136 |
P0000329 |
| Burger King Corporation |
| Burger King |
| 11834 E Colonial Dr |
| Orlando |
| FL |
| 32826-4701 |
P0000330 |
| R & L Foods, LLC |
| Wendy’s |
| 2983 Cottingham Expy |
| Pineville |
| LA |
| 71360-4389 |
P0000331 |
| Southeast Food Services Company, LLC |
| Wendy’s |
| 1219 Oak Ridge Tpke |
| Oak Ridge |
| TN |
| 37830-6404 |
P0000332 |
| Southeast Food Services Company, LLC |
| Wendy’s |
| 2544 Decatur Pike |
| Athens |
| TN |
| 37303-4929 |
P0000335 |
| ARG Enterprises |
| Black Angus |
| 7606 W Bell Rd |
| Glendale |
| AZ |
| 85308-8619 |
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 |
II-A-3
P0000371 |
| Fuddruckers, Inc. |
| Fuddruckers |
| 8955 Springbrook Dr NW |
| Coon Rapids |
| MN |
| 55433 |
P0000372 |
| Fuddruckers, Inc. |
| Fuddruckers |
| 1105 Merchants Way |
| Chesapeake |
| VA |
| 23320 |
P0000373 |
| Fuddruckers, Inc. |
| Fuddruckers |
| 11992 Chase Plz |
| Cincinnati |
| OH |
| 45240 |
P0000374 |
| Fuddruckers, Inc. |
| Fuddruckers |
| 10500 Town and Country Way |
| Houston |
| TX |
| 77024 |
P0000375 |
| Fuddruckers, Inc. |
| Fuddruckers |
| 4360 Kingwood Dr |
| Kingwood |
| TX |
| 77339 |
P0000378 |
| Interfoods of America, Inc. |
| Popeye’s |
| 8194 Plank Road |
| Baton Rouge |
| LA |
| 70811 |
P0000379 |
| Southeast Food Services Company, LLC |
| Wendy’s |
| 8749 Campo Road |
| La Mesa |
| CA |
| 91941 |
P0000380 |
| Interfoods of America, Inc. |
| Popeye’s |
| 3411 N Pace Blvd |
| Pensacola |
| FL |
| 32505-5127 |
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 |
II-A-4
P0000398 |
| Friendly’s Ice Cream Corporation |
| Friendly’s Ice Cream |
| 936 Walnut Bottom Rd |
| Carlisle |
| PA |
| 17013-9177 |
P0000399 |
| Interfoods of America, Inc. |
| Popeye’s |
| 5534 NW 7th Ave |
| Miami |
| FL |
| 33127-1402 |
P0000400 |
| Interfoods of America, Inc. |
| Popeye’s |
| 233 W Hillsboro Blvd |
| Deerfield Beach |
| FL |
| 33441-3311 |
P0000401 |
| Interfoods of America, Inc. |
| Popeye’s |
| 3291 W Broward Blvd |
| Fort Lauderdale |
| FL |
| 33312-1112 |
P0000402 |
| Interfoods of America, Inc. |
| Popeye’s |
| 14620 Plank Rd |
| Baker |
| LA |
| 70714-5445 |
P0000403 |
| Interfoods of America, Inc. |
| Popeye’s |
| 1940 Main St |
| Baker |
| LA |
| 70714-2843 |
P0000404 |
| Interfoods of America, Inc. |
| Popeye’s |
| 5946 Airline Hwy |
| Baton Rouge |
| LA |
| 70805-3201 |
P0000405 |
| Interfoods of America, Inc. |
| Popeye’s |
| 290 Lobdell Hwy |
| Port Allen |
| LA |
| 70767-4198 |
P0000406 |
| Interfoods of America, Inc. |
| Popeye’s |
| 107 S 25th St |
| Fort Pierce |
| FL |
| 34947-3602 |
P0000408 |
| Interfoods of America, Inc. |
| Popeye’s |
| 9854 Halls Ferry Rd |
| Saint Louis |
| MO |
| 63136-4017 |
P0000409 |
| Interfoods of America, Inc. |
| Popeye’s |
| 8654 Natural Bridge Rd |
| Saint Louis |
| MO |
| 63121-4110 |
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 |
II-A-5
P0000431 |
| Max & Erma’s Restaurants, Inc. |
| Max & Erma’s |
| 1275 E Dublin Granville Rd |
| Columbus |
| OH |
| 43229-3359 |
P0000432 |
| Max & Erma’s Restaurants, Inc. |
| Max & Erma’s |
| 1391 Arrowhead Dr |
| Maumee |
| OH |
| 43537-1729 |
P0000433 |
| Max & Erma’s Restaurants, Inc. |
| Max & Erma’s |
| 4279 Cemetery Rd |
| Hilliard |
| OH |
| 43026-1203 |
P0000434 |
| QK, Inc. |
| Denny’s |
| 17053 E Shea Blvd |
| Fountain Hills |
| AZ |
| 85268-6635 |
P0000436 |
| RTM Restaurant Group |
| Arby’s |
| 1375 N Main St |
| Madisonville |
| KY |
| 42431-1283 |
P0000437 |
| RTM Restaurant Group |
| Arby’s |
| 163 Altama Connector Blvd |
| Brunswick |
| GA |
| 31525-1881 |
P0000438 |
| RTM Restaurant Group |
| Arby’s |
| 450 E State Rd |
| American Fork |
| UT |
| 84003-2559 |
P0000439 |
| RTM Restaurant Group |
| Arby’s |
| 251 S Main St |
| Tooele |
| UT |
| 84074-2743 |
P0000440 |
| RTM Restaurant Group |
| Arby’s |
| 2501 Mayport Rd |
| Jacksonville |
| FL |
| 32233-2801 |
P0000442 |
| RTM Restaurant Group |
| Arby’s |
| 1116 Highway 81 W |
| McDonough |
| GA |
| 30253-6423 |
P0000443 |
| RTM Restaurant Group |
| Arby’s |
| 403 Tri County Plz |
| Cumming |
| GA |
| 30040-2777 |
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 |
II-A-6
P0000466 |
| Humperdink’s Texas, LLC |
| Humperdink |
| 700 Six Flags Drive |
| Arlington |
| TX |
| 76011 |
P0000467 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 1601 Garth Brooks Blvd |
| Yukon |
| OK |
| 73099 |
P0000468 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 2416 S. Georgia Street |
| Amarillo |
| TX |
| 79109 |
P0000469 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 3124 Regency Lane |
| Denison |
| TX |
| 75020 |
P0000470 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 2520 82nd Street |
| Lubbock |
| TX |
| 79423 |
P0000471 |
| Gander Mountain Company |
| Gander Mountain |
| 8635 Clinton Street |
| New Hartford |
| NY |
| 13413 |
P0000473 |
| Dave & Buster’s, Inc. |
| Dave & Buster’s |
| 2215 D & B Drive |
| Marietta |
| GA |
| 30067 |
P0000476 |
| Hill Country Furniture Partners, Ltd. |
| Ashley Furniture |
| 7903 Pat Booker Road |
| Live Oak |
| TX |
| 78223 |
P0000477 |
| RBLS, Inc. (a Texas corporation) |
| Ashley Furniture |
| 1411 Airway Boulevard |
| El Paso |
| TX |
| 79925 |
P0000478 |
| Gander Mountain Company |
| Gander Mountain |
| 5038-A Miller Road |
| Flint |
| MI |
| 48507 |
P0000479 |
| Ferrellgas, L.P |
| Blue Rhino |
| 1750 Agua Mansa Road |
| Riverside |
| CA |
| 92509 |
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 |
II-A-7
P0000551 |
| Gander Mountain Company |
| Gander Mountain |
| 5864 Carmenica Drive |
| Cicero |
| NY |
| 13039 |
P0000552 |
| Rite Aid Corporation |
| Rite Aid |
| 3601 Midvale Avenue |
| Philadelphia |
| PA |
| 19129 |
P0000553 |
| Rite Aid Corporation |
| Rite Aid |
| 120 Jefferson Avenue |
| Moundsville |
| WV |
| 26041 |
P0000554 |
| Rite Aid Corporation |
| Rite Aid |
| 104 Genesee Street |
| Oneida |
| NY |
| 13421 |
P0000556 |
| Rite Aid Corporation |
| Rite Aid |
| 735 North Water Street |
| Uhrichsville |
| OH |
| 44683 |
P0000559 |
| Rite Aid Corporation |
| Rite Aid |
| 1410 Delaware Avenue |
| Buffalo |
| NY |
| 14209 |
P0000560 |
| Rite Aid Corporation |
| Rite Aid |
| 804 East Winthrop Avenue |
| Millen |
| GA |
| 30442 |
P0000561 |
| Rite Aid Corporation |
| Rite Aid |
| 301 South Broad Street |
| Thomasville |
| GA |
| 31792 |
P0000566 |
| Sonic Corp. |
| Sonic |
| 1003 W Elk Avenue |
| Elizabethton |
| TN |
| 37643 |
P0000596 |
| Flying Star Cafe |
| Flying Star Café |
| 8001 Menaul Blvd NE |
| Albuquerque |
| NM |
| 87110 |
P0000597 |
| Flying Star Cafe |
| Flying Star Café |
| 4501 Juan Tabo Blvd NE |
| Albuquerque |
| NM |
| 87111 |
P0000634 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 8700 Hwy 27 S |
| Sebring |
| FL |
| 33876 |
P0000844 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 914 Chris Drive |
| West Columbia |
| SC |
| 29169 |
P0000845 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 990 Pedigo Way |
| Bowling Green |
| KY |
| 42103 |
P0000637 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 8326 Lemon Rd |
| Port Richey |
| FL |
| 34668 |
P0000848 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 850 E Pine Log Rd |
| Aiken |
| SC |
| 29803 |
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 |
II-A-8
P0000648 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 5409-100 Broadway Ave |
| Jacksonville |
| FL |
| 32254 |
P0000649 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 341 Gees Mill Bus Pkwy |
| Conyers |
| GA |
| 30013 |
P0000650 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 3509 N Loop 336 W |
| Conroe |
| TX |
| 77304 |
P0000854 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 4339 White Lick Dr |
| Whitestown |
| IN |
| 46075 |
P0000855 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 238 Hurricane Shoals Rd |
| Lawrenceville |
| GA |
| 30045 |
P0000856 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 2820 Mary Linda Ave NE |
| Roanoke |
| VA |
| 24012 |
P0000857 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 315 9th Street SE |
| Hickory |
| NC |
| 28602 |
P0000655 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 2007 NW 15th Ave |
| Pompano Beach |
| FL |
| 33069 |
P0000858 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 2208 S 14th Street |
| Mattoon |
| IL |
| 61938 |
P0000859 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 229 N St. Augustine Rd |
| Valdosta |
| GA |
| 31601 |
P0000658 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1751 L Avenue |
| Riviera Beach |
| FL |
| 33401 |
P0000860 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1840 Shelton Ave |
| Stateville |
| NC |
| 28677 |
P0000861 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1930 31st Street |
| Gulfport |
| MS |
| 39501 |
P0000862 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1234 S Pleasantburg Dr |
| Greenville |
| SC |
| 29605 |
P0000863 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1430 N Chase St |
| Athens |
| GA |
| 30601 |
P0000864 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1705 River Street |
| Valdosta |
| GA |
| 31601 |
P0000865 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1118 Interstate Blvd |
| Florence |
| SC |
| 29501 |
P0000866 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 117 Industrial Circle |
| Martinsburg |
| WV |
| 25401 |
P0000867 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1215 N Bradley Rd |
| Spokane |
| WA |
| 99212 |
P0000868 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1065 Sunset Blvd |
| West Columbia |
| SC |
| 29169 |
P0000869 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1069 Canton Rd |
| Marietta |
| GA |
| 30066 |
P0000870 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 1070 S Highland Ave |
| Jackson |
| TN |
| 38301 |
P0000871 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 100 Tandem Dr |
| Greer |
| SC |
| 29650 |
P0000846 |
| Hughes Supply, Inc. |
| Hughes Supply |
| 103 Industrial Drive |
| Hattiesburg |
| MS |
| 39401 |
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 |
II-A-9
P0000675 |
| RTM Restaurant Group |
| Arby’s |
| 2600 S Orange Ave |
| Orlando |
| FL |
| 32806 |
P0000676 |
| RTM Restaurant Group |
| Arby’s |
| 1305 Tuskawilla Rd |
| Winter Springs |
| FL |
| 32708 |
P0000677 |
| RTM Restaurant Group |
| Arby’s |
| 2649 Richmond Road |
| Lexington |
| KY |
| 40509 |
P0000678 |
| RTM Restaurant Group |
| Arby’s |
| 4170 Shelbyville Rd |
| Louisville |
| KY |
| 40207 |
P0000679 |
| RTM Restaurant Group |
| Arby’s |
| 16005 US Highway 441 |
| Eustis |
| FL |
| 32726 |
P0000680 |
| Casa Ole’ Restaurants |
| Casa Ole |
| 5705 4th St |
| Lubbock |
| TX |
| 79416 |
P0000681 |
| Casa Ole’ Restaurants |
| Casa Ole |
| 1520 Southmore Ave |
| Pasadena |
| TX |
| 77502 |
P0000682 |
| Casa Ole’ Restaurants |
| Casa Ole |
| 2726 Spencer Hwy |
| Pasadena |
| TX |
| 77504 |
P0000683 |
| Casa Ole’ Restaurants |
| Casa Ole |
| 2730 East Highway 190 |
| Copperas Cove |
| TX |
| 76522 |
P0000685 |
| Casa Ole’ Restaurants |
| Garibaldi’s |
| 525 Caldwell Blvd |
| Nampa |
| ID |
| 83651 |
P0000687 |
| Casa Ole’ Restaurants |
| Monterey’s Tex Mex |
| 410 S. Gordon St |
| Alvin |
| TX |
| 77511 |
P0000688 |
| Casa Ole’ Restaurants |
| Monterey’s Tex Mex |
| 12520 Greenspoint Dr |
| Houston |
| TX |
| 77060 |
P0000689 |
| Casa Ole’ Restaurants |
| Monterey’s Tex Mex |
| 3201 Freedom Blvd |
| Bryan |
| TX |
| 77802 |
P0000691 |
| Casa Ole’ Restaurants |
| Monterey’s Tex Mex |
| 5694 W Skelly Dr |
| Tulsa |
| OK |
| 74107 |
P0000692 |
| RTM Restaurant Group |
| Arby’s |
| 1228 South Broadway Street |
| Lexington |
| KY |
| 40504-2738 |
P0000693 |
| Rite Aid Corporation |
| Rite Aid |
| 5601 Chestnut Street |
| Philadelphia |
| PA |
| 19139 |
P0000694 |
| Sportsman’s Warehouse |
| Sportsman’s Warehouse |
| 1551 Lawrence Drive |
| DePere |
| WI |
| 54115 |
P0000696 |
| Apollo College |
| Apollo Colleges |
| 630 W. Southern Ave |
| Mesa |
| AZ |
| 85210 |
P0000697 |
| Apollo College |
| Apollo Colleges |
| 3550 N. Oracle Road |
| Tucson |
| AZ |
| 85704 |
P0000698 |
| Apollo College |
| Apollo Colleges |
| 2701 W. Bethany Home Road |
| Phoenix |
| AZ |
| 85017 |
P0000699 |
| Apollo College |
| Apollo Colleges |
| 8503 N. 27th Avenue |
| Phoenix |
| AZ |
| 85051 |
P0000705 |
| Pilgrim’s Pride Corporation |
| Pilgrim’s Pride Freezer Warehouse Facility |
| 3330 Woodrow Wilson Drive |
| Jackson |
| MS |
| 39209 |
P0000706 |
| Stonebrook Properties LLC |
| Golden Corral |
| 1300 South Morgan |
| Granbury |
| TX |
| 76048 |
P0000707 |
| Corral of Michigan LLC |
| Golden Corral |
| 37101 Warren Road |
| Westland |
| MI |
| 48185 |
P0000708 |
| Pizza Properties, Ltd |
| Peter Piper Pizza |
| 2210 West University Drive |
| Edinburg |
| TX |
| 78539 |
II-A-10
P0000709 |
| Pizza Properties, Ltd |
| Peter Piper Pizza |
| 402 South Bibb Ave |
| Eagle Pass |
| TX |
| 78852 |
P0000710 |
| Pizza Properties, Ltd |
| Peter Piper Pizza |
| 4526 East Hwy 83 |
| Rio Grande City |
| TX |
| 78582 |
P0000711 |
| Pizza Properties, Ltd |
| Peter Piper Pizza |
| 3101 East Expressway 83 |
| Weslaco |
| TX |
| 78596 |
P0000730 |
| HOM Furniture, Inc |
| HOM Furniture Showrooms |
| 4726 Mall Drive |
| Hermantown |
| MN |
| 55811 |
P0000731 |
| HOM Furniture, Inc. |
| HOM Furniture Showrooms |
| 2921 Mall Drive |
| Eau Claire |
| WI |
| 54701 |
P0000732 |
| Hastings Entertainment, Inc. |
| Hastings |
| 200 Hwy 332 West |
| Lake Jackson |
| TX |
| 77566 |
P0000737 |
| Pizza Properties, Ltd |
| Peter Piper Pizza |
| 9450 Dyer Street |
| El Paso |
| TX |
| 79924 |
P0000738 |
| Rite Aid Corporation |
| Rite Aid |
| 21500-21508 Harper Avenue |
| St. Clair Shores |
| MI |
| 48081 |
P0000747 |
| Anvia, Inc. |
| Ashley Home Center |
| 4597 Southwest Drive |
| Abilene |
| TX |
| 79605 |
P0000748 |
| Sky Ventures, LLC |
| Pizza Hut |
| 545 Hwy 9 E |
| Forest City |
| IA |
| 50436 |
P0000749 |
| Sky Ventures, LLC |
| Pizza Hut |
| 419 2nd Ave SE |
| Cresco |
| IA |
| 52136 |
P0000750 |
| Sky Ventures, LLC |
| Pizza Hut |
| 260 Carson Ave |
| Elk River |
| MN |
| 55330 |
P0000751 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1325 Town Centre Dr |
| Eagan |
| MN |
| 55123 |
P0000752 |
| Sky Ventures, LLC |
| Pizza Hut |
| 964 Hwy 15 S |
| Hutchinson |
| MN |
| 55350 |
P0000753 |
| Sky Ventures, LLC |
| Pizza Hut |
| 5501 Grand Ave |
| Duluth |
| MN |
| 55808 |
P0000754 |
| Sky Ventures, LLC |
| Pizza Hut |
| 3600 N Douglas |
| Crystal |
| MN |
| 55422 |
P0000755 |
| Sky Ventures, LLC |
| Pizza Hut |
| 32 Sheridan St |
| Ely |
| MN |
| 55731 |
P0000756 |
| Sky Ventures, LLC |
| Pizza Hut |
| 701 Highway 33 S |
| Cloquet |
| MN |
| 55720 |
P0000757 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1101 Hwy 25 N |
| Buffalo |
| MN |
| 55313 |
P0000758 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1918 London Rd |
| Duluth |
| MN |
| 55812 |
P0000759 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1725 E Main St |
| Albert Lea |
| MN |
| 56007 |
P0000760 |
| Sky Ventures, LLC |
| Pizza Hut |
| 623 Hammond Ave |
| Superior |
| WI |
| 54880 |
P0000761 |
| Sky Ventures, LLC |
| Pizza Hut |
| 3854 N Central Ave |
| Columbia Heights |
| MN |
| 55421 |
P0000762 |
| Sky Ventures, LLC |
| Pizza Hut |
| 100 N Phillips |
| Algona |
| IA |
| 50511 |
P0000763 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1653 Weir Dr |
| Woodbury |
| MN |
| 55125 |
P0000764 |
| Sky Ventures, LLC |
| Pizza Hut |
| W Hwy 18 |
| Mason City |
| IA |
| 50401 |
II-A-11
P0000765 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1211 7th Ave |
| Two Harbors |
| MN |
| 55616 |
P0000766 |
| Sky Ventures, LLC |
| Pizza Hut |
| 257 Marschall Rd |
| Shakopee |
| MN |
| 55379 |
P0000767 |
| Sky Ventures, LLC |
| Pizza Hut |
| Hwy 18 |
| Clear Lake |
| IA |
| 50428 |
P0000768 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1157 S Main |
| Sauk Centre |
| MN |
| 56378 |
P0000769 |
| Sky Ventures, LLC |
| Pizza Hut |
| 15065 Canada Rd |
| Rosemount |
| MN |
| 55068 |
P0000770 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1504 13th Street S |
| Virginia |
| MN |
| 55792 |
P0000771 |
| Sky Ventures, LLC |
| Pizza Hut |
| 7500 Bass Lake Rd |
| New Hope |
| MN |
| 55428 |
P0000772 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1300 W Broadway |
| Minneapolis |
| MN |
| 55411 |
P0000773 |
| Sky Ventures, LLC |
| Pizza Hut |
| 319 N Benton |
| Sauk Rapids |
| MN |
| 56379 |
P0000774 |
| Sky Ventures, LLC |
| Pizza Hut |
| 1685 White Bear Ave |
| Maplewood |
| MN |
| 55109 |
P0000775 |
| Sky Ventures, LLC |
| Pizza Hut |
| 17305 Kenrick Ave |
| Lakeville |
| MN |
| 55044 |
P0000776 |
| Sky Ventures, LLC |
| Pizza Hut |
| 2001 W Hwy 52 |
| Rochester |
| MN |
| 55901 |
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 |
II-A-12
P0000794 |
| Falcon Holdings |
| Church’s |
| 10646 New Halls Ferry |
| Ferguson |
| MO |
| 63135 |
P0000795 |
| Falcon Holdings |
| Church’s |
| 16100 Livernois |
| Detroit |
| MI |
| 48221 |
P0000796 |
| Falcon Holdings |
| Church’s |
| 7215 Natural Bridge Rd |
| Normandy |
| MO |
| 63121 |
P0000797 |
| Falcon Holdings |
| Church’s |
| 9137 W Grand River |
| Detroit |
| MI |
| 48204 |
P0000798 |
| Falcon Holdings |
| Church’s |
| 13611 West 8 Mile Rd |
| Detroit |
| MI |
| 48235 |
P0000799 |
| Falcon Holdings |
| Church’s |
| 24990 Dequindre |
| Warren |
| MI |
| 48091 |
P0000800 |
| Falcon Holdings |
| Church’s |
| 15525 Chicago Ave |
| Detroit |
| MI |
| 48228 |
P0000801 |
| Falcon Holdings |
| Church’s |
| 11501 Woodward Ave |
| Detroit |
| MI |
| 48202 |
P0000802 |
| Falcon Holdings |
| Church’s |
| 2928 E 7 Mile Rd |
| Detroit |
| MI |
| 48234 |
P0000803 |
| Falcon Holdings |
| Church’s |
| 13531 Fenkell Ave |
| Detroit |
| MI |
| 48227 |
P0000804 |
| Falcon Holdings |
| Church’s |
| 4850 West 16th St |
| Indianapolis |
| IN |
| 46224 |
P0000805 |
| Falcon Holdings |
| Church’s |
| 14260 Gratiot Ave |
| Detroit |
| MI |
| 48205 |
P0000806 |
| Falcon Holdings |
| Church’s |
| 5443 East 21st St |
| Indianapolis |
| IN |
| 46218 |
P0000807 |
| Falcon Holdings |
| Church’s |
| 3860 N College Ave |
| Indianapolis |
| IN |
| 46205 |
P0000808 |
| Falcon Holdings |
| Church’s |
| 11965 E Warren Ave |
| Detroit |
| MI |
| 48214 |
P0000809 |
| Falcon Holdings |
| Church’s |
| 3970 Lafayette Rd |
| Indianapolis |
| IN |
| 46254 |
P0000810 |
| Falcon Holdings |
| Church’s |
| 5520 Caseyville Ave |
| Washington Park |
| IL |
| 62204 |
P0000811 |
| Falcon Holdings |
| Church’s |
| 5040 E 38th St |
| Indianapolis |
| IN |
| 46218 |
P0000812 |
| Falcon Holdings |
| Church’s |
| 4590 W 5th Ave |
| Gary |
| IN |
| 46406 |
P0000813 |
| Falcon Holdings |
| Church’s |
| 333 E 159th St |
| Harvey |
| IL |
| 60426 |
P0000814 |
| Falcon Holdings |
| Church’s |
| 3863 N Post Rd |
| Indianapolis |
| IN |
| 46226 |
P0000815 |
| Falcon Holdings |
| Church’s |
| 500 S Western Avenue |
| Peoria |
| IL |
| 61605 |
P0000816 |
| Falcon Holdings |
| Church’s |
| 5400-08 W. Cermak Rd |
| Cicero |
| IL |
| 60650 |
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 |
II-A-13
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 |
2. Spirit Master Funding II
Property ID |
| Obligor |
| Concept |
| Address |
| City |
| St |
| Zip Code |
P0000335 |
| ARG Enterprises |
| Black Angus |
| 7606 W Bell Rd |
| Glendale |
| AZ |
| 85308-8619 |
P0000339 |
| Tacala, L.L.C. |
| Taco Bell |
| 4121 Hixson Pike |
| Chattanooga |
| TN |
| 37415-3111 |
P0000413 |
| QK, Inc. |
| Denny’s |
| 425 NE Hassalo St |
| Portland |
| OR |
| 97232-2056 |
P0000422 |
| Checker’s Drive-In Restaurants |
| Rally’s |
| 2502 S Preston St # 3 |
| Louisville |
| KY |
| 40217-2431 |
P0000458 |
| Interfoods of America, Inc. |
| Popeye’s |
| 10706 Florida Blvd |
| Baton Rouge |
| LA |
| 70815-1742 |
P0000480 |
| Mosaica Education |
| Mosaica |
| 2255 Kimberly Parkway East |
| Columbus |
| OH |
| 43232 |
P0000586 |
| Mosaica Education |
| Mosaica |
| 3333 Chipewa Drive |
| Columbus |
| OH |
| 43214 |
P0000587 |
| Mosaica Education |
| Mosaica |
| 555 S Fifth Avenue |
| Alpena |
| MI |
| 49707 |
P0000842 |
| DL Industries, LP |
| Dan-Loc Bolt & Gasket |
| 725 North Drennan |
| Houston |
| TX |
| 77003 |
P0000843 |
| Huntsville Wholesale Furniture |
| Ashley Furniture |
| 3020 South Memorial Parkway |
| Huntsville |
| AL |
| 35801 |
P0000880 |
| Hal Smith Restaurant Group |
| Krispy Kreme |
| 1502 SE Walton Blvd |
| Bentonville |
| AR |
| 72712 |
P0000881 |
| Hal Smith Restaurant Group |
| Krispy Kreme |
| 1315 Shackleford Rd |
| Little Rock |
| AR |
| 72211 |
P0000882 |
| Hal Smith Restaurant Group |
| Krispy Kreme |
| 4301 South Loop 289 |
| Lubbock |
| TX |
| 79423 |
P0000883 |
| Hill Country Furniture Partners, Ltd. |
| Ashley Furniture |
| 12493 West IH-10 |
| San Antonio |
| TX |
| 78230 |
P0001048 |
| Eateries Inc. |
| Eateries, Inc |
| 1220 S. Santa Fe |
| Edmond |
| OK |
| 73003 |
P0001049 |
| Eateries Inc. |
| Garfield’s |
| 4845 N. Kickapoo |
| Shawnee |
| OK |
| 74801 |
P0001052 |
| Pine Creek Medical Center |
| Pine Creek Medical Center |
| 9032 Harry Hines Blvd |
| Dallas |
| TX |
| 75235 |
P0001053 |
| D-Sea, Inc. |
| Long John Silvers |
| 1215 Main Street |
| Crossville |
| TN |
| 38555 |
II-A-14
P0001054 |
| D-Sea, Inc. |
| Long John Silvers |
| 2550 East Morris Blvd |
| Morristown |
| TN |
| 37814 |
P0001055 |
| D-Sea, Inc. |
| Long John Silvers |
| 325 South Calderwood Ave |
| Alcoa |
| TN |
| 37701 |
P0001056 |
| D-Sea, Inc. |
| Long John Silvers |
| 1282 Oak Ridge Turnpike |
| Oak Ridge |
| TN |
| 37830 |
P0001057 |
| D-Sea, Inc. |
| Long John Silvers |
| 4416 Western Avenue |
| Knoxville |
| TN |
| 37921 |
P0001058 |
| D-Sea, Inc. |
| Long John Silvers |
| 1612 South Roane Street |
| Harriman |
| TN |
| 37748 |
P0001059 |
| D-Sea, Inc. |
| Long John Silvers |
| 2816 Magnolia Ave |
| Knoxville |
| TN |
| 37914 |
P0001060 |
| D-Sea, Inc. |
| Long John Silvers |
| 2005 W. Andrew Johnson Hwy |
| Morristown |
| TN |
| 37814 |
P0001061 |
| D-Sea, Inc. |
| Long John Silvers |
| 1595 E Andrew Johnson Hwy |
| Greenville |
| TN |
| 37743 |
P0001062 |
| D-Sea, Inc. |
| Long John Silvers |
| 5227 Clinton Highway |
| Knoxville |
| TN |
| 37912 |
P0001063 |
| D-Sea, Inc. |
| Long John Silvers |
| 4833 North Broadway |
| Knoxville |
| TN |
| 37918 |
P0001064 |
| D-Sea, Inc. |
| Long John Silvers |
| 540 Highway 321 North |
| Lenoir City |
| TN |
| 37771 |
P0001065 |
| Excel Motorsports |
| Excel Motorsports |
| 8800 W. Colfax Ave. |
| Lakewood |
| CO |
| 80215 |
P0001066 |
| Excel Motorsports |
| Excel Motorsports |
| 6950 E. Colfax Ave. |
| Denver |
| CO |
| 80220 |
P0001068 |
| Stephen A. Hall Enterprises, LLC |
| Mitsubishi |
| 677 East Interstate 20 |
| Arlington |
| TX |
| 76018 |
P0001070 |
| Restaurant Resources |
| Pizza Hut |
| 3125 Agency Street |
| Burlington |
| IA |
| 52601-1908 |
P0001071 |
| Restaurant Resources |
| Pizza Hut |
| 2075 John F. Kennedy Road |
| Dubuque |
| IA |
| 52002-3815 |
P0001072 |
| Restaurant Resources |
| Pizza Hut |
| 49 Cedar Street |
| Tipton |
| IA |
| 52772-1752 |
P0001073 |
| Restaurant Resources |
| Pizza Hut |
| 1310 N. Roosevelt Ave |
| Burlington |
| IA |
| 52601-2047 |
P0001074 |
| Restaurant Resources |
| Pizza Hut |
| 1845 8th Street SE |
| Dyersville |
| IA |
| 52040-2156 |
P0001075 |
| Restaurant Resources |
| Pizza Hut |
| 1640 First Street West |
| Independence |
| IA |
| 50644-2322 |
P0001076 |
| Restaurant Resources |
| Pizza Hut |
| 1129 E. Main Street |
| Manchester |
| IA |
| 52057-1829 |
P0001077 |
| Restaurant Resources |
| Pizza Hut |
| 709 First Ave |
| Rock Falls |
| IL |
| 61071-1765 |
P0001078 |
| Restaurant Resources |
| Pizza Hut |
| 1616 N. Second Street |
| Clinton |
| IA |
| 52732-2861 |
P0001079 |
| Restaurant Resources |
| Pizza Hut |
| 1320 11th Street |
| De Witt |
| IA |
| 52742-1224 |
P0001080 |
| Restaurant Resources |
| Pizza Hut |
| 701 N. Main Street |
| Savanna |
| IL |
| 61074-1318 |
P0001084 |
| Heartland Food Corp. |
| Burger King |
| 10550 S Avenue B |
| Chicago |
| IL |
| 60617 |
II-A-15
P0001085 |
| Heartland Food Corp. |
| Burger King |
| 1750 N Harlem Ave |
| Elmwood Park |
| IL |
| 60707 |
P0001086 |
| St. Ann Enterprises |
| Burger King |
| 10458 Saint Charles Rock Rd |
| Saint Ann |
| MO |
| 63074 |
P0001087 |
| Heartland Food Corp. |
| Burger King |
| 725 US Highway 24 W |
| Gilman |
| IL |
| 60938 |
P0001088 |
| Heartland Food Corp. |
| Burger King |
| 2651 S Veterans Pkwy |
| Springfield |
| IL |
| 62704 |
P0001089 |
| Heartland Food Corp. |
| Burger King |
| 1308 N Keller Dr |
| Effingham |
| IL |
| 62401 |
P0001090 |
| Heartland Food Corp. |
| Burger King |
| 4241 N Prospect St |
| Decatur |
| IL |
| 62526 |
P0001091 |
| Heartland Food Corp. |
| Burger King |
| 2901 S Grand Ave E |
| Springfield |
| IL |
| 62703 |
P0001092 |
| Heartland Food Corp. |
| Burger King |
| 1144 W Boughton Rd |
| Bolingbrook |
| IL |
| 60440 |
P0001094 |
| Heartland Food Corp. |
| Burger King |
| 1290 Normantown Rd |
| Romeoville |
| IL |
| 60446 |
P0001095 |
| Heartland Food Corp. |
| Burger King |
| 1503 Woodlawn Rd |
| Lincoln |
| IL |
| 62656 |
P0001096 |
| NPC International, Inc. |
| Pizza Hut |
| 708 Jackson Street |
| Pana |
| IL |
| 62557 |
P0001097 |
| NPC International, Inc. |
| Pizza Hut |
| 1602 N. 8th Street |
| Vandalia |
| IL |
| 62471 |
P0001098 |
| NPC International, Inc. |
| Pizza Hut |
| 105 W. Lincoln Ave |
| Charleston |
| IL |
| 61920 |
P0001099 |
| NPC International, Inc. |
| Pizza Hut |
| 205 N. Keller Dr |
| Effingham |
| IL |
| 62401 |
P0001100 |
| NPC International, Inc. |
| Pizza Hut |
| 1204 German Street |
| Maquoketa |
| IA |
| 52060 |
P0001101 |
| NPC International, Inc. |
| Pizza Hut |
| 1215 W. Main Street |
| Shelbyville |
| IL |
| 62565 |
P0001102 |
| NPC International, Inc. |
| Pizza Hut |
| 303 W. Springfield Road |
| Taylorville |
| IL |
| 62568 |
P0001103 |
| NPC International, Inc. |
| Pizza Hut |
| 1600 West Euclid Ave |
| Des Moines |
| IA |
| 50313 |
P0001104 |
| NPC International, Inc. |
| Pizza Hut |
| 1002 Short Street |
| Decorah |
| IA |
| 52101 |
P0001105 |
| NPC International, Inc. |
| Pizza Hut |
| 303 N. K Ave |
| Vinton |
| IA |
| 52349 |
P0001106 |
| Mid-Ohio Restaurant Mgmt., Inc. |
| Wendy’s |
| 4965 East Pike |
| Zanesville |
| OH |
| 43701 |
II-A-16
P0001107 |
| Golden Partners |
| Golden Corral |
| 1801 S. Waldron |
| Fort Smith |
| AR |
| 72903 |
P0001108 |
| Golden Partners |
| Golden Corral |
| 3551 Shepherd of the Hills Expressway |
| Branson |
| MO |
| 65616 |
P0001109 |
| Golden Partners |
| Golden Corral |
| 2020 E. Primrose |
| Springfield |
| MO |
| 65804 |
P0001110 |
| Golden Partners |
| Golden Corral |
| 5001 Warden Road |
| North Little Rock |
| AR |
| 72116 |
P0001111 |
| Arby’s Restaurant Group |
| Arby’s |
| 1518 S. Washington Street |
| Crawfordsville |
| IN |
| 47933 |
P0001112 |
| Arby’s Restaurant Group |
| Arby’s |
| 545 S. State Road 67 |
| Mooresville |
| IN |
| 46158 |
P0001114 |
| U.S. Beef Corporation |
| Arby’s |
| 437 W. Grand Ave |
| Chickasa |
| OK |
| 73018 |
P0001117 |
| CJM Enterprises, Inc. |
| Doc’s Bar-B-Q |
| 1601 N. Mississippi Ave |
| Ada |
| OK |
| 74820 |
P0001118 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 1550 Appleton Road |
| Menasha |
| WI |
| 54952 |
P0001119 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 498 SE State Route 291 |
| Lees Summit |
| MO |
| 64063 |
P0001120 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 2333 Missouri Blvd |
| Jefferson City |
| MO |
| 65109 |
P0001121 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 5550 Highway 52 N |
| Rochester |
| MN |
| 55901 |
P0001122 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 439 W. Coliseum Blvd |
| Fort Wayne |
| IN |
| 46805 |
P0001124 |
| Seed Restaurant Group Inc. |
| Fazoli’s |
| 810 SW US Highway 40 |
| Blue Springs |
| MO |
| 64015 |
P0001157 |
| Crème de la Crème |
| Crème de la Crème |
| 7550 Park Meadows Dr |
| Lone Tree |
| CO |
| 80124 |
P0001158 |
| Crème de la Crème |
| Crème de la Crème |
| 4625 Weaver Parkway |
| Warrenville |
| IL |
| 60555 |
P0001159 |
| Crème de la Crème |
| Crème de la Crème |
| 4600 West 115th Street |
| Leawood |
| KS |
| 66211 |
P0001167 |
| Regal Entertainment, Inc. |
| Regal Cinemas |
| 950 Foxcroft Avenue |
| Martinsburg |
| WV |
| 25401 |
P0001168 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 1550 Pulsar Drive |
| Colorado Springs |
| CO |
| 80916 |
P0001169 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 1807 Martin Luther King Jr. Blvd |
| Durham |
| NC |
| 27707 |
P0001170 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 5320 Forest Drive |
| Columbia |
| SC |
| 29206 |
P0001171 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 3636 Manhattan Ave |
| Ft. Collins |
| CO |
| 80526 |
P0001172 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 4822 Koger Blvd |
| Greensboro |
| NC |
| 27407 |
P0001173 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 201 Tall Pines Avenue |
| Longview |
| TX |
| 75605 |
P0001174 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 111 Cinema Drive |
| Wilmington |
| NC |
| 28403 |
II-A-17
P0001203 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 3547 Reynolda Road |
| Winston-Salem |
| NC |
| 27106 |
P0001204 |
| Carrols Corporation |
| Burger King |
| 1892 W. Market Street |
| Akron |
| OH |
| 44313 |
P0001205 |
| Carrols Corporation |
| Burger King |
| 2490 Shawnee Road |
| Lima |
| OH |
| 45806 |
P0001206 |
| Platinum Restaurant Group |
| Eddie Merlot’s |
| 1502 Illinois Road South |
| Ft. Wayne |
| IN |
| 46804 |
P0001207 |
| Platinum Restaurant Group |
| Eddie Merlot’s |
| 3645 E. 96th Street |
| Indianapolis |
| IN |
| 46240 |
P0001208 |
| Carrols Corporation |
| Burger King |
| 365 Amherst Street |
| Buffalo |
| NY |
| 14207 |
P0001209 |
| Carrols Corporation |
| Burger King |
| 1083 Hertel Avenue |
| Buffalo |
| NY |
| 14216 |
P0001210 |
| Carrols Corporation |
| Burger King |
| 1459 French Road |
| Cheektowaga |
| NY |
| 14225 |
P0001211 |
| Carrols Corporation |
| Burger King |
| 34 Hamburg Street |
| East Aurora |
| NY |
| 14052 |
P0001212 |
| Carrols Corporation |
| Burger King |
| 6933 Erie Road |
| Evans |
| NY |
| 14047 |
P0001213 |
| Carrols Corporation |
| Burger King |
| 937 Fairmount Avenue |
| Jamestown |
| NY |
| 14701 |
P0001214 |
| Carrols Corporation |
| Burger King |
| 3701 Diann Marie Road |
| Louisville |
| KY |
| 40242 |
P0001216 |
| Carrols Corporation |
| Burger King |
| 6450 Outer Loop |
| Louisville |
| KY |
| 40228 |
P0001217 |
| Carrols Corporation |
| Burger King |
| 2553 Military Road |
| Niagara Falls |
| NY |
| 14304 |
P0001218 |
| Carrols Corporation |
| Burger King |
| 10 South Cascade Street |
| Springville |
| NY |
| 14141 |
P0001221 |
| Capitol Racquet Sports, Inc. |
| Courthouse Athletic Club |
| 300 Glen Creek Road NW |
| Salem |
| OR |
| 97304 |
P0001222 |
| Capitol Racquet Sports, Inc. |
| Courthouse Athletic Club |
| 6250 Commercial St S |
| Salem |
| OR |
| 97306 |
P0001223 |
| Capitol Racquet Sports, Inc. |
| Courthouse Athletic Club |
| 4132 Devonshire N |
| Salem |
| OR |
| 97305 |
P0001224 |
| Capitol Racquet Sports, Inc. |
| Courthouse Athletic Club |
| 6425 Wheatland Road N |
| Salem |
| OR |
| 97303 |
P0001225 |
| Capitol Racquet Sports, Inc. |
| Courthouse Athletic Club |
| 2975 River Road S |
| Salem |
| OR |
| 97302 |
P0001226 |
| Carmike Cinemas, Inc. |
| Carmike Cinemas |
| 3930 E. DuPont Road |
| Fort Wayne |
| IN |
| 46825 |
P0001220 |
| Pike Holding Nursery LLC |
| Pike Nurseries |
| 6100 Lawrenceville Highway |
| Atlanta |
| GA |
| 30084 |
P0001234 |
| Aspen Education Group, Inc. |
| Academy of the Sierras |
| 42675 Road 44 |
| Reedley |
| CA |
| 93654 |
P0001235 |
| Aspen Education Group, Inc. |
| Academy at Swift River |
| 151 South Street |
| Cummington/Ashfield/Plainfield |
| MA |
| 01026 |
II-A-18
P0001236 |
| Aspen Education Group, Inc. |
| New Leaf Academy |
| 2075 N. Rugby Road |
| Hendersonville |
| NC |
| 28791 |
P0001237 |
| Aspen Education Group, Inc. |
| Bromley Brook School |
| 2595 Depot Street |
| Manchester |
| VT |
| 05255 |
P0001238 |
| Plastech Engineered Products |
| Manufacturer |
| 1833 Frenchtown Center Drive |
| Monroe |
| MI |
| 48162 |
P0001239 |
| Dickinson Theatres, Inc. |
| Dickinson Theatres |
| 8601 W. 135th Street |
| Overland Park |
| KS |
| 66223 |
P0001240 |
| Dickinson Theatres, Inc. |
| Dickinson Theatres |
| 1325 N. Litchfield Road |
| Goodyear |
| AZ |
| 85336 |
P0001241 |
| PamCo. Inc. |
| Office Bldg |
| 425 Maestro Drive |
| Reno |
| NV |
| 89511 |
P0001242 |
| NPC International, Inc. |
| Pizza Hut |
| 200 East Taylor Street |
| Creston |
| IA |
| 50801 |
P0001243 |
| Q’s Restaurant Group |
| Cheddar’s Casual Café |
| 11135 Causeway Boulevard |
| Brandon |
| FL |
| 33511 |
P0001244 |
| Formed Fiber Technologies |
| Manufacturing |
| 1630 Ferguson Court |
| Sidney |
| OH |
| 45365 |
P0001245 |
| Aspen Education Group, Inc. |
| Mount Bachelor Academy |
| 33051 N.E. Ochoco Highway |
| Prineville |
| OR |
| 97754 |
P0001247 |
| Automotive Remarketing Group, Inc. |
| Auto/RV Auctions |
| 11982 New Kings Road |
| Jacksonville |
| FL |
| 32219 |
P0001248 |
| Automotive Remarketing Group, Inc. |
| Auto/RV Auctions |
| 8544 E. Admiral Place |
| Tulsa |
| OK |
| 74115 |
P0001249 |
| Automotive Remarketing Group, Inc. |
| Auto/RV Auctions |
| 2415 South Hwy 101 |
| Greenville |
| SC |
| 29651 |
P0001250 |
| Crème de la Crème |
| Crème de la Crème |
| 501 Oakmont Lane |
| Westmont |
| IL |
| 60559 |
P0001252 |
| Hardee’s Foods Systems, Inc. |
| Hardee’s |
| 1208 Industrial Boulevard |
| East Ellijay |
| GA |
| 30539 |
P0001253 |
| Hardee’s Foods Systems, Inc. |
| Hardee’s |
| 451 W. Ottawa Street |
| Paxton |
| IL |
| 60957 |
P0001254 |
| Heartland Food Corp. |
| Burger King |
| 408 N. Lincoln Road |
| Escanaba |
| MI |
| 49829 |
P0001255 |
| Heartland Food Corp. |
| Burger King |
| 800 S. Washburn St |
| Oshkosh |
| WI |
| 54904 |
P0001256 |
| Heartland Food Corp. |
| Burger King |
| 13348 Washington Ave |
| Sturtevant |
| WI |
| 60617 |
P0001257 |
| Hometown Folks, LLC |
| Burger King |
| 2635 Decatur Pike |
| Athens |
| TN |
| 37303 |
P0001258 |
| L & D Foods, Inc. |
| Wendy’s |
| 6834 Wesley Street |
| Greenville |
| TX |
| 75402 |
P0001259 |
| Arby’s Restaurant Group |
| Arby’s |
| 1010 Foxcroft Ave |
| Martinsburg |
| WV |
| 25401 |
II-A-19
P0001261 |
| Arby’s Restaurant Group |
| Arby’s |
| 1224 S. Mission Street |
| Mount Pleasant |
| MI |
| 48858 |
P0001262 |
| Arby’s Restaurant Group |
| Arby’s |
| 44905 Mound |
| Sterling Heights |
| MI |
| 48314 |
P0001263 |
| Trefz & Trefz, Inc. |
| Arby’s |
| 2209 Cherry Road |
| Rock Hill |
| SC |
| 29732 |
P0001265 |
| Harris Foods |
| Wendy’s |
| 177 N Lee St |
| Forsyth |
| GA |
| 31029 |
P0001266 |
| Harris Foods |
| Wendy’s |
| 1961 Eatonton Rd |
| Madison |
| GA |
| 30650 |
3. Spirit Master Funding III
Property ID |
| Obligor |
| Concept |
| Address |
| City |
| St |
| Zip Code |
P0001777 |
| Fisher Motors, Inc |
| Fisher Motors |
| 1111 20th Ave. SW |
| Minot |
| ND |
| 58701 |
P0001776 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 1028 Central Expressway |
| Wichita Falls |
| TX |
| 76305 |
P0001775 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 2104 S. First Street |
| Lufkin |
| TX |
| 75901 |
P0001774 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 1315 N. Collins |
| Arlington |
| TX |
| 76011 |
P0001771 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 8409 Interstate 30 |
| Little Rock |
| AR |
| 72209 |
P0001770 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 5015 Hinkleville Rd. |
| Paducah |
| KY |
| 42001 |
P0001769 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 3010 Lakecrest Circle |
| Lexington |
| KY |
| 40513 |
P0001768 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 9825 E. 21st St. |
| Tulsa |
| OK |
| 74129 |
P0001767 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 124 Holiday Dr. |
| Ardmore |
| OK |
| 73401 |
P0001766 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 204 W. Shawnee Ave. |
| Muskogee |
| OK |
| 74401 |
P0001765 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 4015 Fern Ave. |
| Shreveport |
| LA |
| 71105 |
P0001764 |
| El Chico Restaurants Of America, Inc |
| El Chico |
| 2815 N. Highway 75 |
| Sherman |
| TX |
| 75090 |
II-A-20
P0001760 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 1800 S. Meridian |
| Oklahoma City |
| OK |
| 73108 |
P0001759 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| Route 358 Hadley Road |
| Greenville |
| PA |
| 16125 |
P0001755 |
| Davidson Motor Co |
| Ford Motor Company |
| 55 Expedition Trail |
| Gettysburg |
| PA |
| 17325 |
P0001754 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 3870 Elm Road, NE |
| Warren |
| OH |
| 44483 |
P0001753 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 3334 Wilmington Road |
| New Castle |
| PA |
| 16105 |
P0001752 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 804 Boardman-Poland Rd |
| Youngstown |
| OH |
| 44512 |
P0001751 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 4896 Everhard Road |
| Canton |
| OH |
| 44718 |
P0001750 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 5550 Interstate Blvd |
| Austintown |
| OH |
| 44515 |
P0001749 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 310 West Columbus Ave |
| Corry |
| PA |
| 16407 |
P0001748 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 2728 West State Road |
| Olean |
| NY |
| 14760 |
P0001747 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 31-35 Bolivar Drive |
| Bradford |
| PA |
| 16701 |
P0001746 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 4403 Peach Street |
| Erie |
| PA |
| 16509 |
P0001745 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 1953 Niles-Cortland Rd |
| Warren |
| OH |
| 44484 |
P0001744 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 207 Plum Street |
| Edinboro |
| PA |
| 16412 |
P0001743 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 18276 Conneaut Lake Rd |
| Meadville |
| PA |
| 16335 |
P0001742 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 78 Perkins Road |
| Clarion |
| PA |
| 16214 |
P0001741 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 915 West Main Street |
| Grove City |
| PA |
| 16127 |
P0001740 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 20013 Route 19 |
| Cranberry Twp |
| PA |
| 16066 |
P0001739 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 2714 West Lake Road |
| Erie |
| PA |
| 16505 |
P0001738 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 115 Ludlow Street |
| Warren |
| PA |
| 16365 |
P0001737 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 587 East Main Street |
| Canfield |
| OH |
| 44406 |
P0001736 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 1871 Oakland Avenue |
| Indiana |
| PA |
| 15701 |
P0001735 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 4334 Buffalo Road |
| Erie |
| PA |
| 16510 |
II-A-21
P0001734 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 1601 Prospect Road |
| Ashtabula |
| OH |
| 44004 |
P0001733 |
| Unique Ventures Group, Inc. |
| Perkins Family Restaurant |
| 7175 Engle Road |
| Middleburg Hts |
| OH |
| 44130 |
P0001727 |
| Cornett Hospitality, LLC |
| Hooters |
| 4627 Williamson Rd NW |
| Roanoke |
| VA |
| 24012 |
P0001726 |
| Cornett Hospitality, LLC |
| Hooters |
| 6035 Carlisle Pike |
| Mechanicsburg |
| PA |
| 17050 |
P0001725 |
| Mealey’s Furniture Hldgs Inc |
| Mealey’s Furniture |
| 130 Enterprise Avenue |
| Morrisville |
| PA |
| 19067 |
P0001724 |
| Mealey’s Furniture Hldgs Inc |
| Mealey’s Furniture |
| 179 Lincoln Highway |
| Fairless Hills |
| PA |
| 19030 |
P0001723 |
| Mealey’s Furniture Hldgs Inc |
| Mealey’s Furniture |
| 3150 Knights Road |
| Bensalem |
| PA |
| 19020 |
P0001722 |
| Stu Evans Lincoln-Mercury, Lakeside Inc. |
| Lincoln-Mercury |
| 17500 Hall Rd. |
| Clinton Township |
| MI |
| 48038 |
P0001720 |
| Tacala, LLC |
| Taco Bell |
| 2491 Keith Street NW |
| Cleveland |
| TN |
| 37311 |
P0001718 |
| Tacala, LLC |
| Taco Bell |
| 1093 Blowing Rock Rd |
| Boone |
| NC |
| 28607 |
P0001716 |
| Heartland Food Corp |
| Burger King |
| 2889 New York Street |
| Aurora |
| IL |
| 60504 |
P0001715 |
| Arby’s Restaurant Group, Inc. |
| Arby’s |
| 17032 N 99th Ave |
| Sun City |
| AZ |
| 85373 |
P0001710 |
| Hospitality West, LLC |
| Pizza Hut |
| 10370 Bennett Rd |
| Fredonia |
| NY |
| 14063 |
P0001709 |
| Hospitality West, LLC |
| Pizza Hut |
| 37 Center St |
| Hornell |
| NY |
| 14843 |
P0001706 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 354 W. Army Trail Road |
| Bloomingdale |
| IL |
| 60108 |
P0001705 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 9380 Joliet Road |
| Hodgkins |
| IL |
| 60525 |
P0001704 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 400 Town Center |
| Matteson |
| IL |
| 60443 |
P0001703 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 125 Randall Road |
| Elgin |
| IL |
| 60123 |
P0001702 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 2795 Plainfield Road |
| Joliet |
| IL |
| 60435 |
P0001701 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 2411 Sycamore Road |
| Dekalb |
| IL |
| 60115 |
P0001700 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 418 E. Rollins Road |
| Round Lake Beach |
| IL |
| 60073 |
P0001699 |
| APPLEILLINOIS, LLC |
| Applebee’s |
| 6656 W. Grand Avenue |
| Chicago |
| IL |
| 60707 |
P0001697 |
| The Twins Group, Inc. |
| Taco Bell |
| 501 S. Gilbert |
| Danville |
| IL |
| 61832 |
II-A-22
P0001696 |
| RIO Two, LLC |
| Burger King |
| 2011 NE Cornell Rd |
| Hillsboro |
| OR |
| 97124 |
P0001695 |
| K-Mac Enterprises Inc |
| Taco Bell |
| 1348 N. Glenstone |
| Springfield |
| MO |
| 65802 |
P0001694 |
| K-Mac Enterprises Inc |
| Taco Bell |
| 820 S. Highway 65 |
| Sedalia |
| MO |
| 65301 |
P0001693 |
| Ivex Packaging, LLC |
| Manufacturing |
| 8100 S. 77th Avenue |
| Bridgeview |
| IL |
| 60455 |
P0001692 |
| Ivex Packaging, LLC |
| Manufacturing |
| 792 Commerce Avenue |
| New Castle |
| PA |
| 16101 |
P0001691 |
| Hometown Folks, LLC |
| Burger King |
| 250 Dinah Shore Blvd |
| Winchester |
| TN |
| 37398 |
P0001690 |
| Hometown Folks, LLC |
| Burger King |
| 160 New Highway 68 |
| Sweetwater |
| TN |
| 37874 |
P0001688 |
| Arby’s Restaurant Group, Inc. |
| Arby’s |
| 1630 N. Main St. |
| North Canton |
| OH |
| 44720 |
P0001687 |
| The Twins Group, Inc. |
| Taco Bell |
| 30 Fiesta Drive |
| Miamisburg |
| OH |
| 45342 |
P0001686 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 1120 Highway 287 N |
| Mansfield |
| TX |
| 75006 |
P0001685 |
| Taco Bueno Restaurants, Inc. |
| Taco Bueno |
| 445 N. Clark Road |
| Cedar Hill |
| TX |
| 75104-2030 |
P0001684 |
| Famous Recipe Company Operations, Inc |
| Mrs. Winner’s |
| 3770 E. Shelby Drive |
| Memphis |
| TN |
| 38118 |
P0001683 |
| The Twins Group, Inc. |
| Taco Bell |
| 654 E. Dixie Drive |
| West Carrollton |
| OH |
| 45449 |
P0001682 |
| The Twins Group, Inc. |
| Taco Bell |
| 2079 Main Street |
| Bellefontaine |
| OH |
| 43311 |
P0001681 |
| The Twins Group, Inc. |
| Taco Bell |
| 985 W. Main Street |
| Tipp City |
| OH |
| 45371 |
P0001679 |
| Jack In The Box, Inc |
| Jack in the Box |
| 2680 Grass Valley Highway |
| Auburn |
| CA |
| 95603 |
P0001676 |
| Diamondback Management, Inc |
| Tumbleweed |
| 1104 Mutual Way |
| Appleton |
| WI |
| 54913 |
P0001675 |
| Diamondback Management, Inc |
| Tumbleweed |
| 10950 West Good Hope Road |
| Milwaukee |
| WI |
| 53224 |
P0001674 |
| Goldco, Inc |
| Burger King |
| 2007 W. Hill Avenue |
| Valdosta |
| GA |
| 31601 |
P0001673 |
| Interfoods Of America, Inc |
| Popeye’s |
| 3499 W Oakland Park Blvd |
| Fort Lauderdale |
| FL |
| 33311 |
P0001661 |
| Chase Lumber Co Inc |
| Chase Lumber |
| 17600 E. Smith Road |
| Aurora |
| CO |
| 80011 |
P0001660 |
| Austin-Westran, LLC |
| Manufacturing |
| 602 E. Blackhawk Drive |
| Byron |
| IL |
| 61010 |
II-A-23
P0001659 |
| K & Y, LLC |
| Sanford’s |
| 241 South Center |
| Casper |
| WY |
| 82601 |
P0001658 |
| K & Y, LLC |
| Sanford’s |
| 202 Main Street |
| Lander |
| WY |
| 82520 |
P0001657 |
| K & Y, LLC |
| Sanford’s |
| 306 7th Street |
| Rapid City |
| SD |
| 57701 |
P0001656 |
| K & Y, LLC |
| Sanford’s |
| 1526 Oakridge Drive |
| Ft. Collins |
| CO |
| 80525 |
P0001655 |
| K & Y, LLC |
| Sanford’s |
| 200 Jefferson Street |
| Ft. Collins |
| CO |
| 80524 |
P0001654 |
| K & Y, LLC |
| Sanford’s |
| 115 E. 17th Street |
| Cheyenne |
| WY |
| 82001 |
P0001653 |
| K & Y, LLC |
| Sanford’s |
| 401 West Cedar Street |
| Rawlins |
| WY |
| 82301 |
P0001652 |
| K & Y, LLC |
| Sanford’s |
| 167 14th Street W |
| Dickinson |
| ND |
| 58601 |
P0001651 |
| K & Y, LLC |
| Humphrey’s |
| 408 W. Juniper |
| Gillette |
| WY |
| 82718 |
P0001650 |
| Express Oil |
| Express Oil Change |
| 922 9TH Avenue |
| Bessemer |
| AL |
| 35020 |
P0001649 |
| Express Oil |
| Express Oil Change |
| 136 First Street North |
| Alabaster |
| AL |
| 35007 |
P0001648 |
| Express Oil |
| Express Oil Change |
| 8400 1st Avenue North |
| Birmingham |
| AL |
| 35206 |
P0001647 |
| Express Oil |
| Express Oil Change |
| 5101 Oporto-Madrid Blvd |
| Birmingham |
| AL |
| 35210 |
P0001646 |
| Express Oil |
| Express Oil Change |
| 1479 Montgomery Highway |
| Birmingham |
| AL |
| 35216 |
P0001645 |
| Express Oil |
| Express Oil Change |
| 1412 Pinson Parkway |
| Birmingham |
| AL |
| 35217 |
P0001644 |
| Express Oil |
| Express Oil Change |
| 2556 Rocky Ridge Road |
| Birmingham |
| AL |
| 35243 |
P0001643 |
| Express Oil |
| Express Oil Change |
| 3635 Lorna Road |
| Birmingham |
| AL |
| 35216 |
P0001642 |
| Express Oil |
| Express Oil Change |
| 525 S. Quindard Blvd |
| Oxford |
| AL |
| 36203 |
P0001641 |
| Express Oil |
| Express Oil Change |
| 2549 Bob Wallace Avenue |
| Huntsville |
| AL |
| 35805 |
P0001640 |
| Express Oil |
| Express Oil Change |
| 316 Fieldstown Road |
| Gardendale |
| AL |
| 35071 |
P0001639 |
| Express Oil |
| Express Oil Change |
| 5700 Sanderson Street NW |
| Huntsville |
| AL |
| 36830 |
P0001638 |
| Express Oil |
| Express Oil Change |
| 11951 Memorial Parkway SW |
| Huntsville |
| AL |
| 35803 |
II-A-24
P0001637 |
| Express Oil |
| Express Oil Change |
| 1554 Montgomery Highway |
| Birmingham |
| AL |
| 35216 |
P0001636 |
| Express Oil |
| Express Oil Change |
| 5860 Wall-Triana Highway |
| Madison |
| AL |
| 35758 |
P0001635 |
| Express Oil |
| Express Oil Change |
| 2731 Florence Blvd |
| Florence |
| AL |
| 35630 |
P0001634 |
| Express Oil |
| Express Oil Change |
| 1855 Opelika Road |
| Auburn |
| AL |
| 36830 |
P0001633 |
| Express Oil |
| Express Oil Change |
| 3203 Memorial Parkway NW |
| Huntsville |
| AL |
| 35810 |
P0001632 |
| Express Oil |
| Express Oil Change |
| 1011 6th Avenue SE |
| Decatur |
| AL |
| 35601 |
P0001631 |
| Express Oil |
| Express Oil Change |
| 8861 Madison Blvd |
| Madison |
| AL |
| 35758 |
P0001630 |
| Express Oil |
| Express Oil Change |
| 3819 University Drive |
| Huntsville |
| AL |
| 35601 |
P0001629 |
| Express Oil |
| Express Oil Change |
| 1222 Beltline Road SW |
| Decatur |
| AL |
| 35603 |
P0001628 |
| Express Oil |
| Express Oil Change |
| 4665 Center Point Road |
| Pinson |
| AL |
| 35126 |
P0001627 |
| ADF Companies |
| Pizza Hut |
| 95 Broadview Avenue |
| Warrenton |
| VA |
| 20186 |
P0001626 |
| ADF Companies |
| Pizza Hut |
| 876 N. Main Street |
| Culpeper |
| VA |
| 22701 |
P0001625 |
| ADF Companies |
| Pizza Hut |
| 1049 West Glebe Road |
| Alexandria |
| VA |
| 22305 |
P0001624 |
| Plastech Frenchtown, Inc. |
| Manufacturing |
| 2200 Revard Road |
| Monroe |
| MI |
| 48162 |
P0001623 |
| BondCote Corporation |
| Manufacturing |
| 4090 Pepperell Way |
| Dublin |
| VA |
| 24084 |
P0001622 |
| BondCote Corporation |
| Manufacturing |
| 509 Burgis Avenue |
| Pulaski |
| VA |
| 24301 |
P0001620 |
| Cornett Hospitality, LLC |
| Topeka’s Steakhouse ‘N Saloon |
| 4731 Brad McNeer Parkway |
| Midlothian |
| VA |
| 23112 |
P0001619 |
| Cornett Hospitality, LLC |
| Max & Erma’s |
| 2160 John Rolfe Parkway |
| Richmond |
| VA |
| 23233 |
P0001618 |
| Cornett Hospitality, LLC |
| Hooters |
| 2401 West Hundred Road |
| Chester |
| VA |
| 23831 |
P0001617 |
| Cornett Hospitality, LLC |
| Hooters |
| 703 Loucks Road |
| York |
| PA |
| 17404 |
P0001616 |
| Cornett Hospitality, LLC |
| Hooters |
| 3498 William Penn Highway |
| Monroeville |
| PA |
| 15235 |
II-A-25
P0001615 |
| Cornett Hospitality, LLC |
| Hooters |
| 5615 Maccorkle Avenue SE |
| Charleston |
| WV |
| 25304 |
P0001614 |
| ADF Companies |
| Pizza Hut |
| 9700 Fort Meade Road |
| Laurel |
| MD |
| 20707 |
P0001613 |
| ADF Companies |
| Pizza Hut |
| 7623 S. Osborne Road |
| Upper Marlboro |
| MD |
| 20772 |
P0001612 |
| ADF Companies |
| Pizza Hut |
| 6409 Old Alexandria Ferry Road |
| Clinton |
| MD |
| 20735 |
P0001611 |
| ADF Companies |
| Pizza Hut |
| 210 S. Seton Avenue |
| Emmitsburg |
| MD |
| 21727 |
P0001610 |
| ADF Companies |
| Pizza Hut |
| 1821 Wiehle Avenue |
| Reston |
| VA |
| 20190 |
P0001609 |
| ADF Companies |
| Pizza Hut |
| 9119 Annapolis Road |
| Lanham |
| MD |
| 20706 |
P0001608 |
| ADF Companies |
| Pizza Hut |
| 205 Frederick Road |
| Thurmont |
| MD |
| 21788 |
P0001607 |
| ADF Companies |
| Pizza Hut |
| 3319 Superior Lane |
| Bowie |
| MD |
| 20715 |
P0001606 |
| ADF Companies |
| Pizza Hut |
| 1220 W. Patrick |
| Frederick |
| MD |
| 21703 |
P0001605 |
| ADF Companies |
| Pizza Hut |
| 9200 New Hampshire Avenue |
| Silver Spring |
| MD |
| 20903 |
P0001604 |
| ADF Companies |
| Pizza Hut |
| 1396 Dual 40 Highway |
| Hagerstown |
| MD |
| 21740 |
P0001603 |
| ADF Companies |
| Pizza Hut |
| 24 E. Frederick |
| Walkersville |
| MD |
| 21793 |
P0001602 |
| ADF Companies |
| Pizza Hut |
| 5420 Urbana Pike |
| Frederick |
| MD |
| 21704 |
P0001601 |
| ADF Companies |
| Pizza Hut |
| 6422 Sargent Road |
| Hyattsville |
| MD |
| 20782 |
P0001600 |
| AJ Acquisition I, LLC |
| National Paintball Supply |
| 570 Mantua Blvd. |
| Sewell |
| NJ |
| 8080 |
P0001599 |
| Cornett Hospitality, LLC |
| Topeka’s Steakhouse ‘N Saloon |
| 1776 N. Parham Road |
| Richmond |
| VA |
| 23294 |
P0001598 |
| Cornett Hospitality, LLC |
| Hooters |
| 1211 Huguenot Road |
| Midlothian |
| VA |
| 23113 |
P0001597 |
| Cornett Hospitality, LLC |
| Hooters |
| 7912 W. Broad Street |
| Richmond |
| VA |
| 23294 |
P0001584 |
| Automotive Remarketing Group, Inc. |
| Auto/RV Auctions |
| 1440 FM 3083 |
| Conroe |
| TX |
| 77301 |
P0001583 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 713 S. Gloster Street |
| Tupelo |
| MS |
| 38801 |
II-A-26
P0001582 |
| Blaylock’s, Inc. |
| Blaylock’s |
| 5825 Sunset Drive |
| Foresthill |
| CA |
| 95631 |
P0001581 |
| Steve & Barry’s University Sportswear |
| Steve & Barry’s University Spo |
| 910 SE Military Drive |
| San Antonio |
| TX |
| 78214 |
P0001580 |
| Auto Plex of Lincoln, LLC |
| Suzuki |
| 6401 N. 28th Street |
| Lincoln |
| NE |
| 68508 |
P0001579 |
| Heartland Food Corp |
| Burger King |
| 5025 Ramsey St. |
| Fayetteville |
| NC |
| 28311 |
P0001578 |
| Heartland Food Corp |
| Burger King |
| 1305 S. 5th Street |
| Mebane |
| NC |
| 27302 |
P0001577 |
| Heartland Food Corp |
| Burger King |
| 101 Commerce Parkway |
| Garner |
| NC |
| 27529 |
P0001576 |
| Steve & Barry’s University Sportswear |
| Steve & Barry’s University Spo |
| 2401 North Sardis Road |
| Charlotte |
| NC |
| 28227 |
P0001575 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 5625 Richmond Ave |
| Houston |
| TX |
| 77057 |
P0001574 |
| Heartland Food Corp |
| Burger King |
| 11124 31st St. |
| Westchester |
| IL |
| 60154 |
P0001573 |
| Heartland Food Corp |
| Burger King |
| 1540 E. Northwest Highway |
| Palatine |
| IL |
| 60067 |
P0001572 |
| PacPizza, LLC |
| Pizza Hut |
| 201 W. Olive Ave |
| Turlock |
| CA |
| 95380 |
P0001571 |
| Kfc U.s. Properties, Inc |
| KFC |
| 2771 E. Lincoln Highway |
| Coatesville |
| PA |
| 19320 |
P0001570 |
| Heartland Food Corp |
| Burger King |
| 1601 S. Main St. |
| Lillington |
| NC |
| 27546 |
P0001569 |
| Heartland Food Corp |
| Burger King |
| 2117 Cedar Creek Road |
| Fayetteville |
| NC |
| 28301 |
P0001568 |
| Heartland Food Corp |
| Burger King |
| 3012 Hope Mills Road |
| Hope Mills |
| NC |
| 28348 |
P0001567 |
| Heartland Food Corp |
| Burger King |
| 7011 Raeford Road |
| Fayetteville |
| NC |
| 28304 |
P0001566 |
| Heartland Food Corp |
| Burger King |
| 2790 Hickory Bvld. |
| Hudson |
| NC |
| 28638 |
P0001565 |
| Heartland Food Corp |
| Burger King |
| 2543 Springs Road NE |
| Hickory |
| NC |
| 28601 |
P0001563 |
| Hardee’s Food Systems, Inc |
| Hardee’s |
| 101 Princeton Blvd |
| Adairsville |
| GA |
| 30103 |
P0001559 |
| Tacala, LLC |
| Taco Bell |
| 4115 Rossville Blvd. |
| Chattanooga |
| TN |
| 37407 |
P0001558 |
| D.b. Concrete Construction, Inc |
| D.B. Concrete |
| 10980 Guilford Road |
| Annapolis Junction |
| MD |
| 20701 |
P0001556 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 1770 Ashville Road NE |
| Leeds |
| AL |
| 35094 |
II-A-27
P0001555 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 1744 Horal St |
| San Antonio |
| TX |
| 78227 |
P0001554 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 7606 Guilbeau Road |
| San Antonio |
| TX |
| 78250 |
P0001553 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 846 SE Military Drive |
| San Antonio |
| TX |
| 78214 |
P0001552 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 457 W. Broadway Road |
| Tempe |
| AZ |
| 85282 |
P0001551 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 7031 San Pedro Ave |
| San Antonio |
| TX |
| 78212 |
P0001550 |
| Southpoint Consolidated, L.P. |
| Popeye’s Chicken & Biscuits |
| 6127 Callaghan Road |
| San Antonio |
| TX |
| 78228 |
P0001549 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 1515 Garth Brooks Blvd |
| Yukon |
| OK |
| 73099 |
P0001548 |
| ADF Companies |
| Pizza Hut |
| 1440 Manheim Pike |
| Lancaster |
| PA |
| 17601 |
P0001547 |
| Brandon Overseas, Inc. |
| Brandon Fine Furniture |
| 597 Glasgow Lane |
| Tupelo |
| MS |
| 38801 |
P0001546 |
| Brandon Overseas, Inc. |
| Brandon Fine Furniture |
| 8120 Grant Street |
| Merrillville |
| IN |
| 46410 |
P0001545 |
| Brandon Overseas, Inc. |
| Brandon Fine Furniture |
| 3661 W. Blue Heron Blvd. |
| West Palm Beach |
| FL |
| 33404 |
P0001538 |
| Jeryco Indus Inc |
| Jeryco Industries, Inc. |
| 8401 Ambassador Row |
| Dallas |
| TX |
| 75247 |
P0001537 |
| Lawrence Marshall |
| Auto Dealer - Other |
| 2120 US Highway 75 North |
| Denison |
| TX |
| 75020 |
P0001536 |
| Lawrence Marshall |
| Toyota |
| 1920 US Highway 75 North |
| Denison |
| TX |
| 75020 |
P0001535 |
| Lawrence Marshall |
| Nissan |
| 2010 US Highway 75 North |
| Denison |
| TX |
| 75020 |
P0001534 |
| Lawrence Marshall |
| Honda |
| 2020 US Highway 75 North |
| Denison |
| TX |
| 75020 |
P0001533 |
| Steve & Barry’s University Sportswear |
| Steve & Barry’s University Spo |
| 853 Broad Street |
| Sumter |
| SC |
| 29150 |
P0001532 |
| Steve & Barry’s University Sportswear |
| Steve & Barry’s University Spo |
| 913 West Marketview Drive |
| Champaign |
| IL |
| 61821 |
II-A-28
P0001531 |
| Automotive Remarketing Group, Inc. |
| Auto/RV Auctions |
| 219 N. Loop 12 |
| Irving |
| TX |
| 75067 |
P0001530 |
| Bob Hurley Ford, LLC |
| Bob Hurley Ford |
| 745 West 51st Street |
| Tulsa |
| OK |
| 74107 |
P0001351 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 1824 Old Fort Parkway |
| Murfreesboro |
| TN |
| 38401 |
P0001350 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 620 South James Campbell Blvd |
| Columbia |
| TN |
| 42102 |
P0001349 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 247 Three Springs Road |
| Bowling Green |
| KY |
| 37027 |
P0001348 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 7125 Crossroads Blvd |
| Brentwood |
| TN |
| 38801 |
P0001347 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 5020 Academy Lane |
| Bessemer |
| AL |
| 73110 |
P0001346 |
| Santa Fe Cattle Company, Inc. |
| Santa Fe Cattle Company |
| 760 N. Interstate Drive |
| Norman |
| OK |
| 37130 |
P0001339 |
| Hill Country Furniture Partners, Ltd |
| Ashley Furniture |
| 1431 FM 1101 |
| New Braunfels |
| TX |
| 78130 |
P0001305 |
| Formtech Indus LLC |
| Manufacturing |
| 2727 W. 14 Mile Road |
| Royal Oak |
| MI |
| 48073 |
P0001304 |
| Formtech Indus LLC |
| Manufacturing |
| 690 W. Maple Road |
| Troy |
| MI |
| 48084 |
P0001303 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 1812 N. Federal Blvd |
| Riverton |
| WY |
| 82501 |
P0001302 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 2500 E. Lincoln Way |
| Cheyenne |
| WY |
| 82001 |
P0001301 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 2421 Plaza Street |
| Rawlins |
| WY |
| 82301 |
P0001300 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 870 Main Street |
| Lander |
| WY |
| 82520 |
P0001299 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 86 SE Wyoming Blvd |
| Casper |
| WY |
| 82609 |
P0001298 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 2207 17th Street |
| Cody |
| WY |
| 82414 |
P0001297 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 1655 Coffeen Ave |
| Sheridan |
| WY |
| 82801 |
P0001296 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 1729 Dell Range Blvd |
| Cheyenne |
| WY |
| 82009 |
P0001295 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 3340 CY Ave |
| Casper |
| WY |
| 82604 |
P0001294 |
| Border Foods of Wyoming, LLC |
| Taco Bell |
| 701 E. Boxelder Road |
| Gillette |
| WY |
| 82716 |
II-A-29
P0001293 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 6350 Jimmy Carter Blvd |
| Norcross |
| GA |
| 30093 |
P0001292 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 6220 Mableton Parkway |
| Mableton |
| GA |
| 30126 |
P0001291 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 2185 Veterans Memorial Hwy |
| Austell |
| GA |
| 30168 |
P0001290 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 5796 Fairburn Road |
| Douglassville |
| GA |
| 30134 |
P0001289 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 1215 Powder Springs Road |
| Marietta |
| GA |
| 30064 |
P0001288 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 3866 Atlanta Highway |
| Hiram |
| GA |
| 30141 |
P0001287 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 7200 Jonesboro Road |
| Morrow |
| GA |
| 30260 |
P0001286 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 3721 Floyd Road |
| Floyd |
| GA |
| 30106 |
P0001285 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 1214 West Avenue |
| Cartersville |
| GA |
| 30120 |
P0001284 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 612 Bankhead Highway |
| Carrollton |
| GA |
| 30117 |
P0001283 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 1100 Highway 78 West |
| Villa Rica |
| GA |
| 30180 |
P0001282 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 896 Joe Frank Harris Pkwy |
| Cartersville |
| GA |
| 30121 |
P0001281 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 5222 Floyd Road |
| Mableton |
| GA |
| 30126 |
P0001280 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 3440 Highway 5 |
| Douglassville |
| GA |
| 30135 |
P0001279 |
| Martin’s Restaurant Systems Inc |
| Martin’s |
| 2005 Cobb Parkway NW |
| Kennesaw |
| GA |
| 30152 |
P0001273 |
| ADF Companies |
| Pizza Hut |
| 4401 Derry Street |
| Harrisburg |
| PA |
| 17111 |
P0001272 |
| ADF Companies |
| Pizza Hut |
| 4483 N. Front Street |
| Harrisburg |
| PA |
| 17110 |
P0001271 |
| ADF Companies |
| Pizza Hut |
| 10 Sporting Green Drive |
| Mechanicsburg |
| PA |
| 17050 |
P0001270 |
| ADF Companies |
| Pizza Hut |
| 732 E. Cumberland Street |
| Lebanon |
| PA |
| 17042 |
P0001269 |
| ADF Companies |
| Pizza Hut |
| 5275 Devonshire Road |
| Harrisburg |
| PA |
| 17112 |
P0001268 |
| ADF Companies |
| Pizza Hut |
| 320 N. Reading Road |
| Ephrata |
| PA |
| 17522 |
P0001267 |
| ADF Companies |
| Pizza Hut |
| 145 Sheraton Drive |
| New Cumberland |
| PA |
| 17070 |
II-A-30
SCHEDULE II
PROPERTY EXCEPTIONS
1. Spirit Master Funding
(l) For the following properties, there are are pending lawsuits with respect to the Tenant under the Leases or Borrower under the Mortgage Loans which would materially affect the value of the Lease or Mortgaged Property
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0000900 |
| Barnhills Buffet |
| 625 18th Avenue North |
| Columbus |
| MS |
| 39701 |
| Slip and fall |
P0000980 |
| Pilgrim’s Pride |
| 3330 Woodrow Wilson Drive |
| Jackson |
| MS |
| 39209 |
| Foreclosure litigation related to improvements completed prior to Issuer’s purchase |
(p) For the following property, there are partial or total condemnation proceedings
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P000440 |
| RTM |
| 2501 Mayport Rd |
| Jacksonville |
| FL |
| 32233-2801 |
| Partial condemnation |
III-1
(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 |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
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. |
(s) For the following property, there are continued monitoring of remediation activities and responding to state agency inquiries regarding the same:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0000047 |
| Flying J Travel Plaza |
| 950 State Road 206 West |
| Saint Augustine |
| FL |
| 32086 |
| There are continued monitoring of remediation activities and responding to state agency inquiries regarding the same |
III-2
(hh) For the following property, there is damage that would materially affect the value of the Lease or Mortgaged Property:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P000913 |
| Grand Canyon University |
| 3300 W. Camelback Road |
| Phoenix |
| AZ |
| 85017 |
| 1 building with fire damage, tenant current working with insurance company |
2. Spirit Master Funding II
(k) For the following property, there are bankruptcy or incolvency proceedings:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0000335 |
| Black Angus |
| 7606 W. Bell Road |
| Glendale |
| AZ |
| 85308 |
| Bankruptcy plan has been confirmed and the lease has been accepted |
(p) For the following properties, there are partial or total condemnation proceedings:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0001119 |
| Fazoli’s |
| 498 SE State Route 291 |
| Lees Summit |
| MO |
| 64063 |
| Partial condemnation |
P0001226 |
| Carmike Cinemas |
| 3930 E. DuPont Road |
| Fort Wayne |
| IN |
| 46825 |
| Partial condemnation |
III-3
(v(5)) For the following properties, there are continuing construction/improvement obligations:
Property ID |
| Asset/Property Name |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0001234 |
| Aspen Education |
| 42675 Road 44 |
| Reedley, CA 93654 |
| CA |
| 93654 |
| During last six months of lease term, Lessor is responsible for making capital improvements |
P0001235 |
| Aspen Education |
| 151 South Street |
| Cummington, MA 01026 |
| MA |
| 01026 |
| During last six months of lease term, Lessor is responsible for making capital improvements |
P0001236 |
| Aspen Education |
| 2075 N. Rugby Road |
| Hendersonville, NC 28791 |
| NC |
| 28791 |
| During last six months of lease term, Lessor is responsible for making capital improvements |
P0001237 |
| Aspen Education |
| 2595 Depot St. |
| Manchester Center, VT 05255 |
| VT |
| 05255 |
| During last six months of lease term, Lessor is responsible for making capital improvements |
(dd) For the following property, there is a Ground Lease:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0000872 |
| Camelback Ski Mountain |
| #1 Camelback Road |
| Tannersville |
| PA |
| 18372 |
| Does not meet representations of section 1(ss) |
(hh) For the following properties, there is damage that would materially affect the value of the Lease or Mortgaged Property:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0001059 |
| D-Sea |
| 2816 Magnolia Ave |
| Knoxville |
| TN |
| 37914 |
| Fire damage — to open within 30 days |
III-4
3. Spirit Master Funding III
(t) For the following properties, there is a mechanics lien:
Property ID |
| Asset/Property |
| Address |
| City |
| ST |
| Zip Code |
| Clarification/Other |
P0001572 |
| PacPizza, LLC Pizza Hut |
| 201 W. Olive Ave |
| Turlock |
| CA |
| 95380 |
| Mechanics lien in the amount of $821.08 |
P0001533 |
| Steve & Barry’s University Sportswear |
| 853 Broad Street |
| Sumter |
| SC |
| 29150 |
| Mechanics lien in the amount of $88,700.11 |
III-5
SCHEDULE III-A
EQUIPMENT LOANS
1. Spirit Master Funding
Property ID |
| Concept |
| Address |
| City |
| ST |
| Zip |
P0000385 |
| Golden Corral |
| 616 So. Ridge Road Circle |
| Wichita |
| KS |
| 67209 |
P0000386 |
| Golden Corral |
| 2830 W. 18th Avenue |
| Emporia |
| KS |
| 66801 |
E000787 |
| Sky Ventures, LLC |
| Multiple properties |
|
|
|
|
|
|
2. Spirit Master Funding II
Property ID |
| Concept |
| Address |
| City |
| ST |
| Zip |
E000838 |
| Camelback Ski Resort |
| 1 Camelback Road |
| Tannersville |
| PA |
| 18372 |
3. Spirit Master Funding III
Property ID |
| Concept |
| Address |
| City |
| ST |
| Zip |
E001399 |
| Stu Evans Lincoln-Mercury, Lakeside Inc. |
| 17500 Hall Rd. |
| Clinton Township |
| MI |
| 48038 |
E001300 |
| Santa Fe Cattle Company, Inc. |
| 7125 Crossroads Blvd |
| Brentwood |
| TN |
| 37027 |
E001242 |
| Border Foods of Wyoming, LLC |
| 701 E. Boxelder Road |
| Gillette |
| WY |
| 82716 |
III-1
SCHEDULE III
EQUIPMENT LOAN EXCEPTIONS
1. Spirit Master Funding
None.
2. Spirit Master Funding II
None.
3. Spirit Master Funding III
None.
SCHEDULE IV
AMORTIZATION SCHEDULE
Date |
| Scheduled Series |
| Scheduled Series |
| Scheduled Series |
Series Closing Date |
| 350,300,000 |
| 296,447,000 |
| 427,935,000 |
4/20/2007 |
| 349,951,000 |
| 295,985,000 |
| 427,231,000 |
5/20/2007 |
| 349,601,000 |
| 295,520,000 |
| 426,524,000 |
6/20/2007 |
| 349,249,000 |
| 295,053,000 |
| 425,813,000 |
7/20/2007 |
| 348,895,000 |
| 294,584,000 |
| 425,099,000 |
8/20/2007 |
| 348,539,000 |
| 294,112,000 |
| 424,381,000 |
9/20/2007 |
| 348,181,000 |
| 293,638,000 |
| 423,660,000 |
10/20/2007 |
| 347,822,000 |
| 293,162,000 |
| 422,935,000 |
11/20/2007 |
| 347,461,000 |
| 292,683,000 |
| 422,206,000 |
12/20/2007 |
| 347,098,000 |
| 292,202,000 |
| 421,474,000 |
1/20/2008 |
| 346,733,000 |
| 291,718,000 |
| 420,738,000 |
2/20/2008 |
| 346,367,000 |
| 291,232,000 |
| 419,999,000 |
3/20/2008 |
| 345,998,000 |
| 290,744,000 |
| 419,255,000 |
4/20/2008 |
| 345,628,000 |
| 290,253,000 |
| 418,508,000 |
5/20/2008 |
| 345,256,000 |
| 289,759,000 |
| 417,758,000 |
6/20/2008 |
| 344,882,000 |
| 289,263,000 |
| 417,003,000 |
7/20/2008 |
| 344,506,000 |
| 288,765,000 |
| 416,245,000 |
8/20/2008 |
| 344,128,000 |
| 288,264,000 |
| 415,483,000 |
9/20/2008 |
| 343,749,000 |
| 287,761,000 |
| 414,717,000 |
10/20/2008 |
| 343,367,000 |
| 287,255,000 |
| 413,947,000 |
11/20/2008 |
| 342,984,000 |
| 286,747,000 |
| 413,174,000 |
12/20/2008 |
| 342,599,000 |
| 286,236,000 |
| 412,397,000 |
1/20/2009 |
| 342,212,000 |
| 285,723,000 |
| 411,615,000 |
2/20/2009 |
| 341,822,000 |
| 285,207,000 |
| 410,830,000 |
3/20/2009 |
| 341,431,000 |
| 284,688,000 |
| 410,041,000 |
4/20/2009 |
| 341,038,000 |
| 284,167,000 |
| 409,248,000 |
5/20/2009 |
| 340,643,000 |
| 283,643,000 |
| 408,451,000 |
6/20/2009 |
| 340,246,000 |
| 283,117,000 |
| 407,650,000 |
7/20/2009 |
| 339,847,000 |
| 282,587,000 |
| 406,845,000 |
8/20/2009 |
| 339,446,000 |
| 282,056,000 |
| 406,036,000 |
9/20/2009 |
| 339,043,000 |
| 281,521,000 |
| 405,223,000 |
10/20/2009 |
| 338,638,000 |
| 280,984,000 |
| 404,406,000 |
11/20/2009 |
| 338,231,000 |
| 280,445,000 |
| 403,584,000 |
12/20/2009 |
| 337,822,000 |
| 279,902,000 |
| 402,759,000 |
1/20/2010 |
| 337,411,000 |
| 279,357,000 |
| 401,930,000 |
2/20/2010 |
| 336,998,000 |
| 278,809,000 |
| 401,096,000 |
3/20/2010 |
| 336,582,000 |
| 278,259,000 |
| 400,258,000 |
4/20/2010 |
| 336,165,000 |
| 277,705,000 |
| 399,416,000 |
5/20/2010 |
| 335,746,000 |
| 277,149,000 |
| 398,570,000 |
6/20/2010 |
| 335,324,000 |
| 276,590,000 |
| 397,720,000 |
7/20/2010 |
| 334,901,000 |
| 276,029,000 |
| 396,865,000 |
8/20/2010 |
| 334,475,000 |
| 275,464,000 |
| 396,006,000 |
9/20/2010 |
| 334,047,000 |
| 274,897,000 |
| 395,143,000 |
10/20/2010 |
| 333,617,000 |
| 274,327,000 |
| 394,275,000 |
11/20/2010 |
| 333,185,000 |
| 273,754,000 |
| 393,403,000 |
12/20/2010 |
| 332,751,000 |
| 273,178,000 |
| 392,527,000 |
1/20/2011 |
| 332,314,000 |
| 272,599,000 |
| 391,646,000 |
2/20/2011 |
| 331,876,000 |
| 272,018,000 |
| 390,761,000 |
3/20/2011 |
| 331,435,000 |
| 271,433,000 |
| 389,872,000 |
4/20/2011 |
| 330,992,000 |
| 270,846,000 |
| 388,978,000 |
5/20/2011 |
| 330,546,000 |
| 270,255,000 |
| 388,080,000 |
6/20/2011 |
| 330,099,000 |
| 269,662,000 |
| 387,177,000 |
7/20/2011 |
| 329,649,000 |
| 269,065,000 |
| 386,269,000 |
8/20/2011 |
| 329,197,000 |
| 268,466,000 |
| 385,357,000 |
9/20/2011 |
| 328,743,000 |
| 267,864,000 |
| 384,441,000 |
10/20/2011 |
| 328,286,000 |
| 267,259,000 |
| 383,520,000 |
11/20/2011 |
| 327,828,000 |
| 266,650,000 |
| 382,594,000 |
12/20/2011 |
| 327,367,000 |
| 266,039,000 |
| 381,664,000 |
1/20/2012 |
| 326,903,000 |
| 265,424,000 |
| 380,729,000 |
2/20/2012 |
| 326,437,000 |
| 264,807,000 |
| 379,789,000 |
3/20/2012 |
| 325,969,000 |
| 264,186,000 |
| 378,845,000 |
4/20/2012 |
| 325,499,000 |
| 263,563,000 |
| 377,896,000 |
5/20/2012 |
| 325,026,000 |
| 262,936,000 |
| 376,942,000 |
6/20/2012 |
| 324,551,000 |
| 262,306,000 |
| 375,984,000 |
7/20/2012 |
| 324,074,000 |
| 261,673,000 |
| 375,020,000 |
8/20/2012 |
| 323,594,000 |
| 261,036,000 |
| 374,052,000 |
9/20/2012 |
| 323,112,000 |
| 260,397,000 |
| 373,079,000 |
10/20/2012 |
| 322,627,000 |
| 259,754,000 |
| 372,101,000 |
11/20/2012 |
| 322,140,000 |
| 259,109,000 |
| 371,119,000 |
12/20/2012 |
| 321,650,000 |
| 258,459,000 |
| 370,131,000 |
1/20/2013 |
| 321,158,000 |
| 257,807,000 |
| 369,138,000 |
2/20/2013 |
| 320,664,000 |
| 257,152,000 |
| 368,141,000 |
3/20/2013 |
| 320,167,000 |
| 256,493,000 |
| 367,138,000 |
4/20/2013 |
| 319,668,000 |
| 255,830,000 |
| 366,131,000 |
5/20/2013 |
| 319,166,000 |
| 255,165,000 |
| 365,118,000 |
6/20/2013 |
| 318,661,000 |
| 254,496,000 |
| 364,100,000 |
7/20/2013 |
| 318,154,000 |
| 253,824,000 |
| 363,078,000 |
8/20/2013 |
| 317,645,000 |
| 253,149,000 |
| 362,050,000 |
9/20/2013 |
| 317,133,000 |
| 252,470,000 |
| 361,017,000 |
10/20/2013 |
| 316,618,000 |
| 251,787,000 |
| 359,979,000 |
11/20/2013 |
| 316,101,000 |
| 251,102,000 |
| 358,935,000 |
12/20/2013 |
| 315,582,000 |
| 250,413,000 |
| 357,887,000 |
1/20/2014 |
| 315,059,000 |
| 249,720,000 |
| 356,833,000 |
2/20/2014 |
| 314,534,000 |
| 249,024,000 |
| 355,774,000 |
3/20/2014 |
| 314,007,000 |
| 248,324,000 |
| 354,709,000 |
4/20/2014 |
| 313,477,000 |
| 247,621,000 |
| 353,640,000 |
5/20/2014 |
| 312,944,000 |
| 246,915,000 |
| 352,564,000 |
6/20/2014 |
| 312,408,000 |
| 246,205,000 |
| 351,484,000 |
7/20/2014 |
| 311,870,000 |
| 245,491,000 |
| 350,398,000 |
8/20/2014 |
| 311,329,000 |
| 244,774,000 |
| 349,307,000 |
9/20/2014 |
| 310,786,000 |
| 244,053,000 |
| 348,210,000 |
10/20/2014 |
| 310,239,000 |
| 243,329,000 |
| 347,108,000 |
11/20/2014 |
| 309,690,000 |
| 242,601,000 |
| 346,000,000 |
12/20/2014 |
| 309,138,000 |
| 241,869,000 |
| 344,887,000 |
1/20/2015 |
| 308,584,000 |
| 241,134,000 |
| 343,768,000 |
2/20/2015 |
| 308,027,000 |
| 240,395,000 |
| 342,644,000 |
3/20/2015 |
| 307,467,000 |
| 239,652,000 |
| 341,514,000 |
4/20/2015 |
| 306,904,000 |
| 238,906,000 |
| 340,378,000 |
5/20/2015 |
| 306,338,000 |
| 238,156,000 |
| 339,237,000 |
6/20/2015 |
| 305,769,000 |
| 237,402,000 |
| 338,090,000 |
7/20/2015 |
| 305,198,000 |
| 236,644,000 |
| 336,937,000 |
8/20/2015 |
| 304,624,000 |
| 235,883,000 |
| 335,778,000 |
9/20/2015 |
| 304,047,000 |
| 235,118,000 |
| 334,614,000 |
10/20/2015 |
| 303,467,000 |
| 234,349,000 |
| 333,444,000 |
11/20/2015 |
| 302,884,000 |
| 233,576,000 |
| 332,268,000 |
12/20/2015 |
| 302,298,000 |
| 232,799,000 |
| 331,086,000 |
1/20/2016 |
| 301,709,000 |
| 232,019,000 |
| 329,898,000 |
2/20/2016 |
| 301,118,000 |
| 231,234,000 |
| 328,704,000 |
3/20/2016 |
| 300,523,000 |
| 230,446,000 |
| 327,504,000 |
4/20/2016 |
| 299,925,000 |
| 229,653,000 |
| 326,298,000 |
5/20/2016 |
| 299,325,000 |
| 228,857,000 |
| 325,087,000 |
6/20/2016 |
| 298,721,000 |
| 228,056,000 |
| 323,869,000 |
7/20/2016 |
| 298,115,000 |
| 227,252,000 |
| 322,645,000 |
8/20/2016 |
| 297,505,000 |
| 226,444,000 |
| 321,415,000 |
9/20/2016 |
| 296,892,000 |
| 225,631,000 |
| 320,179,000 |
10/20/2016 |
| 296,276,000 |
| 224,815,000 |
| 318,936,000 |
11/20/2016 |
| 295,658,000 |
| 223,994,000 |
| 317,688,000 |
12/20/2016 |
| 295,036,000 |
| 223,170,000 |
| 316,433,000 |
1/20/2017 |
| 294,411,000 |
| 222,341,000 |
| 315,172,000 |
2/20/2017 |
| 293,782,000 |
| 221,508,000 |
| 313,904,000 |
3/20/2017 |
| 293,151,000 |
| 220,671,000 |
| 312,631,000 |
4/20/2017 |
| 292,517,000 |
| 219,830,000 |
| 311,351,000 |
5/20/2017 |
| 291,879,000 |
| 218,984,000 |
| 310,064,000 |
6/20/2017 |
| 291,238,000 |
| 218,134,000 |
| 308,771,000 |
7/20/2017 |
| 290,594,000 |
| 217,280,000 |
| 307,472,000 |
8/20/2017 |
| 289,947,000 |
| 216,422,000 |
| 306,166,000 |
9/20/2017 |
| 289,296,000 |
| 215,560,000 |
| 304,853,000 |
10/20/2017 |
| 288,643,000 |
| 214,693,000 |
| 303,534,000 |
11/20/2017 |
| 287,986,000 |
| 213,822,000 |
| 302,209,000 |
12/20/2017 |
| 287,325,000 |
| 212,946,000 |
| 300,877,000 |
1/20/2018 |
| 286,662,000 |
| 212,066,000 |
| 299,538,000 |
2/20/2018 |
| 285,995,000 |
| 211,182,000 |
| 298,192,000 |
3/20/2018 |
| 285,325,000 |
| 210,293,000 |
| 296,840,000 |
4/20/2018 |
| 284,651,000 |
| 209,400,000 |
| 295,481,000 |
5/20/2018 |
| 283,974,000 |
| 208,502,000 |
| 294,115,000 |
6/20/2018 |
| 283,294,000 |
| 207,600,000 |
| 292,742,000 |
7/20/2018 |
| 282,610,000 |
| 206,694,000 |
| 291,363,000 |
8/20/2018 |
| 281,923,000 |
| 205,782,000 |
| 289,976,000 |
9/20/2018 |
| 281,232,000 |
| 204,867,000 |
| 288,583,000 |
10/20/2018 |
| 280,538,000 |
| 203,946,000 |
| 287,183,000 |
11/20/2018 |
| 279,840,000 |
| 203,022,000 |
| 285,775,000 |
12/20/2018 |
| 279,139,000 |
| 202,092,000 |
| 284,361,000 |
1/20/2019 |
| 278,435,000 |
| 201,158,000 |
| 282,939,000 |
2/20/2019 |
| 277,727,000 |
| 200,219,000 |
| 281,511,000 |
3/20/2019 |
| 277,015,000 |
| 199,276,000 |
| 280,075,000 |
4/20/2019 |
| 276,300,000 |
| 198,327,000 |
| 278,632,000 |
5/20/2019 |
| 275,581,000 |
| 197,374,000 |
| 277,182,000 |
6/20/2019 |
| 274,859,000 |
| 196,417,000 |
| 275,725,000 |
7/20/2019 |
| 274,133,000 |
| 195,454,000 |
| 274,260,000 |
8/20/2019 |
| 273,404,000 |
| 194,487,000 |
| 272,788,000 |
9/20/2019 |
| 272,670,000 |
| 193,514,000 |
| 271,309,000 |
10/20/2019 |
| 271,934,000 |
| 192,537,000 |
| 269,822,000 |
11/20/2019 |
| 271,193,000 |
| 191,555,000 |
| 268,328,000 |
12/20/2019 |
| 270,449,000 |
| 190,569,000 |
| 266,826,000 |
1/20/2020 |
| 269,701,000 |
| 189,577,000 |
| 265,317,000 |
2/20/2020 |
| 268,949,000 |
| 188,580,000 |
| 263,800,000 |
3/20/2020 |
| 268,194,000 |
| 187,578,000 |
| 262,276,000 |
4/20/2020 |
| 267,434,000 |
| 186,572,000 |
| 260,744,000 |
5/20/2020 |
| 266,671,000 |
| 185,560,000 |
| 259,205,000 |
6/20/2020 |
| 265,904,000 |
| 184,543,000 |
| 257,658,000 |
7/20/2020 |
| 265,134,000 |
| 183,521,000 |
| — |
8/20/2020 |
| 264,359,000 |
| 182,494,000 |
|
|
9/20/2020 |
| 263,581,000 |
| 181,462,000 |
|
|
10/20/2020 |
| 262,798,000 |
| 180,425,000 |
|
|
11/20/2020 |
| 262,012,000 |
| 179,382,000 |
|
|
12/20/2020 |
| 261,222,000 |
| 178,334,000 |
|
|
1/20/2021 |
| 260,428,000 |
| 177,281,000 |
|
|
2/20/2021 |
| 259,630,000 |
| 176,223,000 |
|
|
3/20/2021 |
| 258,828,000 |
| — |
|
|
4/20/2021 |
| 258,022,000 |
|
|
|
|
5/20/2021 |
| 257,211,000 |
|
|
|
|
6/20/2021 |
| 256,397,000 |
|
|
|
|
7/20/2021 |
| 255,579,000 |
|
|
|
|
8/20/2021 |
| 254,757,000 |
|
|
|
|
9/20/2021 |
| 253,930,000 |
|
|
|
|
10/20/2021 |
| 253,100,000 |
|
|
|
|
11/20/2021 |
| 252,265,000 |
|
|
|
|
12/20/2021 |
| 251,426,000 |
|
|
|
|
1/20/2022 |
| 250,583,000 |
|
|
|
|
2/20/2022 |
| 249,736,000 |
|
|
|
|
3/20/2022 |
| — |
|
|
|
|