Spirit Realty Capital, Inc. (Form: 10-K, Received: 02/29/2016 06:01:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36004

SPIRIT REALTY CAPITAL, INC.

(Exact name of registrant as specified in its charter)



Maryland		20-1676382
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260		(480) 606-0820
(Address of principal executive offices; zip code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:		Name of exchange on which registered:
Common Stock, $0.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the Registrant's shares of common stock, $0.01 par value, held by non-affiliates of the Registrant, was $4.3 billion based on the last reported sale price of $9.67 per share on the New York Stock Exchange on June 30, 2015 .

The number of outstanding shares of the registrant's common stock, $0.01 par value, as of February 19, 2016 , was 441,819,444 shares.

Documents Incorporated by Reference

Certain specific portions of the definitive Proxy Statement for Spirit Realty Capital, Inc.'s 2016 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.

SPIRIT REALTY CAPITAL, INC.

INDEX



PART I
Item 1.	Business	5
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	34
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosure	39
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	Selected Financial Data	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 8.	Financial Statements and Supplementary Data	75
	Reports of Independent Registered Public Accounting Firm	75
	Consolidated Balance Sheets as of December 31, 2015 and 2014	77
	Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013	78
	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013	79
	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013	80
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013	81
	Notes to Consolidated Financial Statements December 31, 2015	83
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	115
Item 9A.	Controls and Procedures	115
Item 9B.	Other Information	115
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	117
Item 11.	Executive Compensation	117
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	117
Item 13.	Certain Relationships and Related Transactions, and Director Independence	117
Item 14.	Principal Accountant Fees and Services	117
PART IV
Item 15.	Exhibits, Financial Statement Schedules	117
SIGNATURES		193

GLOSSARY



Definitions:
1031 Exchange	Tax-deferred like-kind exchange of properties held for business or investment purposes, pursuant to Section 1031 of the Code
2013 Credit Facility	$400.0 million secured credit facility pursuant to the credit agreement between the Operating Partnership and certain lenders dated July 17, 2013
2015 Credit Facility	$600.0 million unsecured credit facility pursuant to the Credit Agreement
2019 Notes	$402.5 million convertible notes of the Corporation due in 2019
2021 Notes	$345.0 million convertible notes of the Corporation due in 2021
401(k) Plan	Defined contribution retirement savings plan qualified under Section 401(k) of the Code
ACM	Asbestos-Containing Materials
ADA	Americans with Disabilities Act
Additional Collateral Deposit	A cash reserve deposit or letter of credit in the amount of $8.0 million required pursuant to an amendment of a certain CMBS loan agreement
AFFO	Adjusted Funds From Operations
AOCL	Accumulated Other Comprehensive Loss
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
ATM Program	At the Market equity distribution program, pursuant to which the Corporation may offer and sell registered shares of common stock from time to time
CAM	Tenant Common Area Maintenance costs
CMBS	Commercial Mortgage Backed Securities
Code	Internal Revenue Code of 1986, as amended
Cole II	Cole Credit Property Trust II, Inc.
Cole II Merger	Acquisition on July 17, 2013 of Cole II by the Company, in which the Company merged with and into the Cole II legal entity
Collateral Pools	Pools of collateral assets that are pledged to the indenture trustee for the benefit of the noteholders and secure obligations of issuers under the Spirit Master Funding Program
Company	The Corporation and its consolidated subsidiaries
Convertible Notes	The 2019 Notes and 2021 Notes, together
Corporation	Spirit Realty Capital, Inc., a Maryland corporation
CPI	Consumer Price Index
Credit Agreement	2015 credit facility agreement between the Operating Partnership and certain lenders dated March 31, 2015, as amended on November 3, 2015
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EBITDAR	Earnings Before Interest, Taxes, Depreciation, Amortization and Rent
EDF	Estimated Default Frequency
Excess Cash	Rent received in excess of debt service obligations
Exchange Act	Securities Exchange Act of 1934, as amended
Exchange Offer	Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes in May 2014
FASB	Financial Accounting Standards Board
FFO	Funds From Operations
GAAP	Generally Accepted Accounting Principles in the United States
Incentive Award Plan	Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan
IASB	International Accounting Standards Board
IFRS	International Financial Reporting Standards



Definitions:
IPO	Initial Public Offering
IRS	Internal Revenue Service
LIBOR	London Interbank Offered Rate
Line of Credit	$40.0 million secured revolving credit facility pursuant to the loan agreement between an indirect wholly-owned subsidiary of the Corporation and a certain lender dated March 27, 2013, as amended
Master Trust 2013	The net-lease mortgage securitization trust established in December 2013 under the Spirit Master Funding Program
Master Trust 2014	The net-lease mortgage securitization trust established in 2005 and amended and restated in 2014 under the Spirit Master Funding Program
Master Trust Exchange Costs	Legal, accounting and financial advisory services costs incurred in connection with the Exchange Offer
Master Trust Notes	The Master Trust 2013 and Master Trust 2014 notes, together
Master Trust Release	Proceeds from the sale of assets securing the Master Trust Notes held in restricted accounts until a qualifying substitution is made
Merger	The transaction in which the Corporation's prior legal entity merged into the Cole II legal entity
Merger Exchange Ratio	Merger exchange ratio of 1.9048
MGCL	Maryland General Corporation Law
Moody's	Moody's Investor Services
NAREIT	National Association of Real Estate Investment Trusts
Normalized Rental Revenue	Total rental revenue normalized to exclude rental revenues contributed by properties sold during a given period
Normalized Revenue	Total revenue normalized to exclude revenues contributed by properties sold during a given period
NYSE	New York Stock Exchange
OP Holdings	Spirit General OP Holdings, LLC
Operating Partnership	Spirit Realty, L.P., a Delaware limited partnership
PATH Act	Protecting Americans from Tax Hikes Act of 2015
REIT	Real Estate Investment Trust
Revolving Credit Facilities	The 2013 Credit Facility, the 2015 Credit Facility and Line of Credit, together
S&P	Standard & Poor's Rating Services
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Shopko	Specialty Retail Shops Holding Corp. and certain of its affiliates
Spirit Master Funding Program	The Company's asset-backed securitization program that comprises Master Trust 2013 and Master Trust 2014
Term Loan	$325.0 million senior unsecured term facility pursuant to the Term Loan Agreement
Term Loan Agreement	Term loan agreement between the Operating Partnership and certain lenders dated November 3, 2015
Total Debt	Principal debt outstanding before discounts, premiums or deferred financing costs
TRS	Taxable REIT Subsidiaries
TSR	Total Shareholder Return
U.S.	United States
Walgreens	Walgreen Company

Unless otherwise indicated or unless the context requires otherwise, all references to the "registrant," the "Company," "Spirit Realty Capital," "we," "us" or "our" refer to the Corporation and its consolidated subsidiaries, including the Operating Partnership.

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PART I

The following discussion relates to our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Statements contained in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Some of the information presented is forward-looking in nature, including information concerning projected future occupancy rates, rental rate increases, property development timing and investment amounts. Although the information is based on our current expectations, actual results could vary from expectations stated in this report. Numerous factors will affect our actual results, some of which are beyond our control. These include the breadth and duration of the current economic situation and its impact on our tenants, the strength of commercial and industrial real estate markets, market conditions affecting tenants, competitive market conditions, interest rate levels, volatility in our stock price and capital market conditions. You are cautioned not to place undue reliance on this information, which speaks only as of the date of this report. We assume no obligation to update publicly any forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws to disclose material information. For a discussion of important risks related to our business, and related to investing in our securities, including risks that could cause actual results and events to differ materially from results and events referred to in the forward-looking information, see Item 1A. “Risk Factors - Special Note Regarding Forward-Looking Statements” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.

Available Information

The Corporation's principal executive offices are located at 16767 North Perimeter Dr., Suite 210, Scottsdale, Arizona 85260. Our telephone number at that location is 480-606-0820. We maintain an Internet Web site at www.spiritrealty.com. On the Investor Relations page on our Web site, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and the Section 16 filings of our directors and officers as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. All such filings on our Investor Relations page of our Web site are available to be viewed free of charge. Also available on our Web site, free of charge, are our corporate governance guidelines, the charters of the nominating and corporate governance, audit and compensation committees of our board of directors and our code of business conduct and ethics (which applies to all directors and employees, including our principal executive officer, principal financial officer and principal accounting officer).

Information contained on or hyperlinked from our Web site is not incorporated by reference into and should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. A copy of this Annual Report on Form 10-K is available without charge upon written request to: Investor Relations, Spirit Realty Capital, Inc., 16767 North Perimeter Dr., Suite 210, Scottsdale, Arizona 85260. All reports we file with the SEC are available free of charge on the SEC's Web site at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Shares of our common stock are traded on the NYSE under the symbol “SRC.”

Item 1. Business

The Company

The Corporation is a New York Stock Exchange listed company under the ticker symbol "SRC". We are a self-administered and self-managed REIT with in-house capabilities, including acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting and capital markets. We primarily invest in single-tenant, operationally essential real estate throughout the U.S., which is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high-quality tenants with business operations within predominantly retail, but also office and industrial property types.

As of December 31, 2015 , our undepreciated gross investment in real estate and loans totaled approximately $8.30 billion , representing investments in 2,629 properties, including properties securing our mortgage loans. Of this amount,

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98.7% consisted of our gross investment in real estate, representing ownership of 2,485 properties, and the remaining 1.3% consisted primarily of commercial mortgage loans receivable secured by 144 real properties.

As of December 31, 2015 , our owned properties were approximately 98.6% occupied (based on number of properties), and our leases had a weighted average non-cancelable remaining lease term (based on total rental revenue) of approximately 10.7 years. Our leases are generally long-term, typically with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms. As of December 31, 2015 , approximately 88% of our single-tenant leases (based on Normalized Rental Revenue) provided for increases in future annual base rent. See Item 2. "Properties - Our Real Estate Investment Portfolio" for further information on our properties and tenants.

Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for assets owned by such third parties. In general, any partnership interests of the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued.

As of December 31, 2015 , we had 71 employees, as compared to 73 employees as of December 31, 2014 . None of these employees are represented by a labor union.

History

We began operations through a predecessor legal entity in 2003. We became a public company in December 2004 and were subsequently taken private in August 2007 by a consortium of private investors. On September 25, 2012, we completed our IPO of 33.35 million shares of common stock (including shares issued on October 1, 2012 pursuant to the underwriters’ option to purchase additional shares).

On July 17, 2013, we completed the acquisition of Cole II through the Merger. Our board of directors (including two additional members designated by Cole II) and executive team managed the surviving entity, which was renamed Spirit Realty Capital, Inc. and began trading on the NYSE under the "SRC" symbol. Cole II was the "legal acquirer" in the Merger for certain legal and regulatory matters and the Corporation was deemed the "accounting acquirer" in the Merger for accounting and financial reporting purposes, including the financial information set forth herein.

Business and Growth Strategies

Our objective is to maximize stockholder value by seeking superior risk-adjusted returns with an emphasis on stable rental revenue, primarily by investing in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis. We generate our revenue primarily by leasing our properties to our tenants. We operate in one reporting segment. See Item 2. "Properties" for property information and Item 6. "Selected Financial Data" for additional financial and asset information.

Single-tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans. We view our operations as one segment consisting of leased properties. We intend to pursue our objective through the following business and growth strategies:

Focus on Small and Middle Market Companies. We primarily focus on investing in properties that we net lease to small and middle market companies that we determine have attractive credit characteristics and stable operating histories, but that may not carry a credit rating from a rating agency. This strategy offers us the opportunity to achieve superior risk-adjusted returns when coupled with our intensive credit and real estate analysis, lease structuring and ongoing portfolio management. Small and middle market companies are often willing to enter into leases with structures and terms that we consider attractive (such as master leases, leases with rental escalations and leases that require ongoing tenant financial reporting) and that we believe increase the security of rental

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payments. In addition to small and middle market companies, we selectively acquire properties leased to large companies where we believe that we can achieve superior risk-adjusted returns.

The following chart highlights the tenants that we target based on company size and corporate credit equivalent:

Use Our Developed Underwriting and Risk Management Processes to Structure and Manage Our Portfolio. We seek to maintain the stability of our rental revenue and the long-term return on our investments by using our developed underwriting and risk management processes to structure and manage our portfolio. In particular, our underwriting and risk management processes emphasize the following:

◦

Leases for Operationally Essential Real Estate with Relatively Long Terms. We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that the tenant would choose not to renew an expiring lease or reject a lease in bankruptcy. In addition, we seek to enter into leases with relatively long terms, typically with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms with attractive rent escalation provisions.

◦

Use of the Master Lease Structure. Where appropriate, we seek to enter into master leases, pursuant to which we lease multiple properties to a single tenant on an “all or none” basis. In a master lease structure, a tenant is responsible for a single lease payment relating to the entire portfolio of leased properties, as opposed to multiple lease payments relating to individually leased properties. The master lease structure prevents a tenant from “cherry picking” locations, where it unilaterally gives up underperforming properties while maintaining its leasehold interest in well-performing properties. As of December 31, 2015 , we had 124 active master leases with portfolios of leased properties ranging from 2 to 189 and a weighted average non-cancelable remaining lease term (based on rental revenues) of 13.6 years. Master lease revenues contributed approximately 46% of our Normalized Rental Revenue. One master lease, consisting of 81 properties, contributed 7.7% of our Normalized Revenue, and our smallest master lease, consisting of 2 properties, contributed less than 1% of our Normalized Revenue for the three months ended December 31, 2015 . As of December 31, 2015 , the majority of our master leases include between two and eight properties.

◦

Active Management and Monitoring of Risks Related to Our Investments. When monitoring existing investments or evaluating new investments, we typically consider two broad categories of risk: (1) tenant financial distress risk; and (2) lease renewal risk. We seek to measure these risks through various processes, including the use of a credit modeling product that we license from Moody’s Analytics that

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estimates the performance of the leased properties relative to rental payments due under the leases, and a review of current market data and our historical recovery rates on re-leased properties and property dispositions. Our underwriting and risk management processes are designed to structure new investments and manage existing investments to address and mitigate each of the above risks and preserve the long-term return on our invested capital. Since our inception, our occupancy has never been below 96.1% (based on number of properties), despite the economic downturn of 2008 through 2010.

◦

Portfolio Diversification. We monitor and manage the diversification of our real estate investment portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy emphasizes a portfolio that (1) derives no more than 10% of its annual rent from any single tenant and no more than 1.0% of its annual rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration. While we consider the foregoing when making investments, we have made, and may make investments in the future that do not meet one or more of these criteria, and we may make additional investments that do not meet one or more of these criteria if we believe the opportunity is sufficiently attractive.

Enhance Our Portfolio through Contractual Growth. Approximately 88% of our single-tenant properties (based on Normalized Rental Revenue) contain contractual provisions that increase the rental revenue over the term of the lease. Generally, our rent escalators increase rent at specified dates by: (1) a fixed amount; or (2) the lesser of (a ) 1 to 1.25 ti mes any increase in the CPI over a specified period, or (b) a fixed percentage, typically 1% to 2% per year.

Selectively Grow Our Portfolio through Acquisitions. We plan to selectively make acquisitions that we believe will contribute to our business objective. We believe there will be ample acquisition opportunities in the single-tenant market fitting our underwriting and acquisition criteria, which may include improving our portfolio’s tenant, industry and geographic diversification, among other rationale. Acquisitions of such properties or portfolios may be subject to existing indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments.

Deleverage Our Portfolio. A significant amount of our debt is partially amortizing, and its principal amount will be reduced prior to the balloon payments due at maturity. Contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $180.0 million prior to January 1, 2021. We may also selectively reduce our indebtedness using cash from operations in excess of our distributions or proceeds from equity offerings. We may also strategically replace or refinance certain indebtedness with proceeds from new borrowings that represent a lower cost of capital. We believe contractual rent growth, selective growth through acquisitions and the ongoing deleveraging of our portfolio will contribute to our cash available for distributions.

Disciplined Disposition of Select Assets. We typically retain and manage real estate assets that fit within our investment criteria, which criteria are subject to change without notice to or vote by our stockholders. Additionally, management may elect to dispose of assets when it believes appropriate in view of our business objective, considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, tenant operation type (e.g., industry, sector, or concept/brand), and asset zoning, as well as potential capital appreciation, potential uses of proceeds and tax considerations, among others.

Financing Strategy

Our long-term financing strategy is to maintain a leverage profile that creates operational flexibility and generates superior risk-adjusted returns for our stockholders. We finance our operations and investments using a variety of methods, including available unrestricted cash balances, property operating revenue, proceeds from property dispositions, borrowing under our available Revolving Credit Facilities and Term Loan, common stock issuances, and debt securities issuances, including mortgage indebtedness and senior unsecured debt. We determine the amount of equity and debt financing to be used when acquiring an asset by evaluating our cost of equity capital, terms available in the credit markets (such as interest rate, repayment provisions and maturity) and our assessment of the particular asset’s risk.

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We may issue common stock when we believe that our share price is at a level that allows the offering proceeds to be accretively invested into additional properties, to permanently finance properties that were financed by our Revolving Credit Facilities or to repay high interest rate mortgage debt.

In November 2013, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in November 2016. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) depositary shares representing shares or fractional shares of preferred stock, (4) warrants to purchase shares of common stock, preferred stock or depositary shares, (5) rights to purchase shares of common stock or other securities and (6) units consisting of two or more of the foregoing. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds from any such offerings, will be described in detail in a prospectus supplement or other offering materials at the time of such offerings.

Historically, a significant portion of our debt has consisted of long-term borrowings secured by specific real estate assets or, more typically, pools of real estate assets. We have also utilized our asset-backed securitization platform to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans under the Spirit Master Funding Program. In addition, we have issued senior unsecured debt securities and have obtained other senior unsecured debt at the Operating Partnership level. To the extent practicable, we expect to maintain a well-balanced debt profile with manageable and balanced maturities.

We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through cash provided by operating activities, borrowings under our available Revolving Credit Facilities and Term Loan and occasionally through issuances of common stock and entering into secured and unsecured debt agreements.

We anticipate that we will continue to use a number of different sources to finance our acquisitions and operations going forward; however, we cannot assure you that we will have access to the capital and credit markets at times and at terms that are acceptable to us.

Recent Developments

Financing Activities

2015 Credit Facility

On March 31, 2015, the Operating Partnership entered into a new $600.0 million unsecured Credit Agreement with various lenders with an initial term that expires on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to certain requirements). The 2015 Credit Facility replaced the Operating Partnership’s previous $400.0 million secured revolving credit facility and bears interest at LIBOR plus an applicable margin based on our leverage. The applicable margin in effect at December 31, 2015 was 1.55%. The Credit Agreement includes an accordion feature to increase the size of the 2015 Credit Facility to up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments.

On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment provided the release of the subsidiary guarantors that were parties thereto and conforms certain of the terms and covenants to those in the Term Loan Agreement. Additionally, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing will initially require at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s.

Issuance of Common Stock

In April 2015, we completed an underwritten public offering of 23.0 million shares of our common stock at $11.85 per share, including 3.0 million shares issued pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million and net proceeds were approximately $268.7 million after underwriter discounts and offering costs paid by the Company.

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Term Loan

On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. On December 3, 2015, a new lender committed an additional $45.0 million increasing the committed amount under the Term Loan to $370.0 million. An accordion feature allows the Term Loan to be increased to up to $600.0 million, subject to obtaining additional lender commitments. Borrowings may be repaid without premium or penalty and may be reborrowed within 30 days up to the then available loan commitment. Borrowings bear interest at either prime or LIBOR plus a margin at the Operating Partnership’s option. If the Operating Partnership receives at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s, then the Operating Partnership may elect to change the grid pricing from leverage based to credit rating based pricing. Pricing under the Term Loan at December 31, 2015 was LIBOR plus 1.45%. Proceeds from the borrowing were primarily used to pay off amounts then outstanding under the 2015 Credit Facility and partially defease a certain CMBS loan balance.

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Description of Certain Debt” for further information on our debt and equity financings.

Real Estate Portfolio Activities

Tenant Concentration

Shopko is our most significant tenant, representing 9.1% of our Normalized Revenue for the three months ended December 31, 2015 . Shopko leases 137 properties under three separate master leases and two properties under individual leases with four indirect wholly-owned subsidiaries of ours. We took a number of steps during 2015 and 2014 to reduce the tenant concentration of Shopko assets below 10%, which we accomplished during the third quarter of 2015. Our Shopko concentration will continue to decrease over time as we grow our existing portfolio base and continue to effect accretive dispositions.

During the three months ended December 31, 2015 , no other tenant exceeded 4.0% of our Normalized Revenue, and no one single property contributed more than 1.5% of our Normalized Revenue. See Item 2. “Properties - Our Real Estate Investment Portfolio" for further information on our ten largest tenants and the composition of our tenant base.

Acquisition and Dispositions

During the year ended December 31, 2015 , we purchased 232 properties, representing an aggregate gross investment of $889.2 million , which includes $9.2 million in revenue producing follow-on investments in existing properties. The properties acquired had a weighted average lease term of 16.4 years. During the same period, we sold 110 properties for $546.9 million in gross sales proceeds. See Note 4 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional discussion of our investments.

Competition

We face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such. This competition will increase if investments in real estate become more attractive relative to other forms of investment.

As a landlord, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates and flexibility. Some of our competitors have greater economies of scale, have lower cost of capital, have access to more resources and have greater name recognition than we do. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose our tenants or prospective tenants and we may be pressured to reduce our rental rates or to offer substantial rent

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abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.

Regulation

General

Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that each of our properties has the necessary permits and approvals.

Americans With Disabilities Act

Pursuant to the ADA, our properties are required to meet federal requirements related to access and use by persons with disabilities. Compliance with the ADA, as well as a number of additional federal, state and local laws and regulations, may require modifications to properties we currently own and any properties we purchase, or may restrict renovations of those properties. Noncompliance with these laws or regulations could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance, and future legislation could impose additional financial obligations or restrictions on our properties. Although our tenants are generally responsible for all maintenance and repair costs pursuant to triple-net leases, including compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with such laws or regulations.

Environmental Matters

Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek contributions from other identified, solvent, responsible parties for their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property.

Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties are or were used for commercial or industrial purposes that involve or involved the use of petroleum products or other hazardous or toxic substances, or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, strict environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges. Such laws may impose fines or penalties for violations. As a result of the foregoing, we could be materially and adversely affected.

Environmental laws also govern the presence, maintenance and removal of ACM. Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a

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building. These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties that have not been previously addressed or remediated by us.

Before completing any property acquisition, we obtain environmental assessments in order to identify potential environmental concerns at the property. These assessments are carried out in accordance with the Standard Practice for Environmental Site Assessments (ASTM Practice E 1527-05) as set by ASTM International, formerly known as the American Society for Testing and Materials, and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historical aerial photographs and other information on past uses of the property. These assessments are limited in scope, however, if recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environment insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we deem relevant ( i.e. , an environmental occurrence affects one of our properties where our lessee may not have the financial capability to honor its indemnification obligations to us).

Generally, our leases provide that the lessee will indemnify us for any loss or expense we incur as a result of the presence, use or release of hazardous materials on our property. However, our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. If we are unable to enforce the indemnification obligations of our lessees or if the amount of environmental insurance we carry is inadequate, our results of operations would be adversely affected.

Insurance

Our tenants are generally required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged. See Item 1A. “Risk Factors-Risks Related to Our Business and Properties-Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.”

In addition to being a named insured on our tenants’ liability policies, we separately maintain commercial general liability coverage with an aggregate limit of $52.0 million. We also maintain full property coverage on all unleased properties and other property coverage as may be required by our lenders and which is not required to be carried by our tenants under our leases.

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Item 1A. Risk Factors

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, triple-net leases of freestanding, single-tenant properties, contain forward-looking statements. When used in this Annual Report on Form 10-K, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:


•	industry and economic conditions;


•	volatility and uncertainty in the financial markets, including potential fluctuations in the CPI;


•	our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;


•	our ability to diversify our tenant base and reduce the concentration of our significant tenant;


•	the nature and extent of our competition;


•	increases in our costs of borrowing as a result of changes in interest rates and other factors;


•	our ability to access debt and equity capital markets;


•	our ability to pay down, refinance, restructure and/or extend our indebtedness as it becomes due;


•	our ability and willingness to renew our leases upon expiration and to reposition our properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or we exercise our rights to replace existing tenants upon default;


•	the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us or our major tenants;


•	our ability to manage our expanded operations;


•	risks related to the relocation of our corporate headquarters to Dallas, Texas;


•	our ability and willingness to maintain our qualification as a REIT; and


•	other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Set forth below are some (but not all) of the risk factors that could adversely affect our business and financial performance. Because we operate in a highly competitive and rapidly changing environment, new risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can management assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

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Risks Related to Our Business and Properties

We are subject to risks related to commercial real estate ownership that could reduce the value of our properties.

Our core business is the ownership of real estate that is leased to retail, service and distribution companies on a triple-net basis. Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including:


•	inability to collect rent from tenants due to financial hardship, including bankruptcy;


•	changes in local real estate markets, including the availability and demand for single-tenant retail space;


•	changes in consumer trends and preferences that affect the demand for products and services offered by our tenants;


•	inability to lease or sell properties upon expiration or termination of existing leases;


•	environmental risks related to the presence of hazardous or toxic substances or materials on our properties;


•	subjectivity of real estate valuations and changes in such valuations over time;


•	illiquid nature of real estate compared to most other financial assets;


•	changes in laws and regulations, including those governing real estate usage and zoning;


•	changes in interest rates and the availability of financing; and


•	changes in the general economic and business climate.

The occurrence of any of the risks described above may cause the value of our real estate to decline, which could materially and adversely affect us.

Credit and capital market conditions may adversely affect our access to capital and/or the cost of capital.

Periods of volatility in the credit and capital markets negatively affect the amounts, sources and cost of capital available to us. We primarily use external financing to fund acquisitions and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition activity and/or to take other actions to fund our business activities and repayment of debt, such as selling assets. To the extent that we access capital at a higher cost (reflected in higher interest rates for debt financing or lower stock price for equity financing), our acquisition yields, earnings per share and cash flow could be adversely affected.

Our business is dependent upon our tenants successfully operating their businesses and their failure to do so could materially and adversely affect us.

The success of our investments is materially dependent on the financial stability of our tenants’ financial condition and leasing practices. Adverse economic conditions such as high unemployment levels, interest rates, tax rates and fuel and energy costs may have an impact on the results of operations and financial condition of our tenants and result in a decline in rent or an increased incidence of default under existing leases. Reduced demand for rental space could adversely affect our ability to maintain our current tenants and attract new tenants, which may affect our growth and profitability.

Our portfolio consists primarily of properties leased to single tenants that operate in multiple locations, which means we own numerous properties operated by the same tenant. As a result, the general failure of that tenant or a significant decline in its business could materially and adversely affect us.

At any given time, our tenants may experience a downturn in their business that may weaken the operating results and financial condition of individual properties or of their business as whole. As a result, a tenant may delay lease commencement, decline to extend a lease upon its expiration, fail to make rental payments when due, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties we own in a manner which generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage and pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases may depend, in part, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. Although our occupied properties are generally operationally essential to our tenants, meaning the property is essential to the tenant’s generation of sales

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and profits, this does not guarantee that a tenant’s operations at a particular property will be successful or that the tenant will be able to meet all of its obligations to us. Our tenants’ failure to successfully operate their businesses could materially and adversely affect us.

Single-tenant leases involve particular and significant risks related to tenant default.

Our strategy focuses primarily on investing in single-tenant triple-net leased properties throughout the U.S. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant reduction in, or elimination of, our rental revenue from that property and a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property. This risk is magnified in situations where we lease multiple properties to a single tenant under a master lease. The failure or default of a tenant under a master lease could reduce or eliminate rental revenue from multiple properties and reduce the value of such properties. Although the master lease structure may be beneficial to us because it restricts the ability of tenants to remove individual underperforming properties from the portfolio of properties leased from us, there is no guarantee that a tenant will not default in its obligations to us or decline to renew its master lease upon expiration. The default of a tenant that leases multiple properties from us could materially and adversely affect us.

A substantial number of our properties are leased to one tenant, which may result in increased risk due to tenant and industry concentration.

Currently, we lease 139 properties to Shopko, primarily pursuant to three master leases. The Shopko leases are guaranteed by Specialty Retail Shops Holding Corp., the parent company of Shopko. Revenues generated from Shopko represented 9.1% of our Normalized Revenue for the three months ended December 31, 2015 . Because a significant portion of our revenues are derived from rental revenues received from Shopko, any default, breach or delay in the payment of rent by Shopko may materially and adversely affect us.

As a result of the significant number of properties leased to Shopko, our results of operations and financial condition are closely tied to Shopko's performance under its leases, which is ultimately tied to the performance of its stores and the retail industry in which it operates. Shopko operates as a multi-department general merchandise retailer and retail health services provider primarily in mid-size and large communities in the Midwest, Pacific Northwest, North Central and Western Mountain states . Shopko is subject to the following risks, as well as other risks that we are not currently aware of, that could adversely affect its performance and thus its ability to pay rent to us:

•

The retail industry in which Shopko operates is highly competitive, which could limit its growth opportunities and reduce profitability. Shopko competes with other discount retail merchants as well as mass merchants, catalog merchants, internet retailers and other general merchandise, apparel and household merchandise retailers. It faces strong competition from large national discount retailers, such as Walmart, Kmart and Target, and mid-tier merchants such as Kohl’s and JCPenney.


•	Shopko stores are geographically concentrated in the Midwest, Pacific Northwest, North Central and Western Mountain states . As a result, adverse economic conditions in these regions may materially and adversely affect its results of operations and retail sales.


•	The seasonality in retail operations may cause fluctuations in Shopko’s quarterly performance and results of operations and could adversely affect its cash flows.


•	Shopko stores are dependent on the efficient functioning of its distribution networks. Problems that cause delays or interruptions in the distribution networks could materially and adversely affect its results of operations.


•	Shopko stores depend on attracting and retaining quality employees. Many employees are entry-level or part-time with historically high rates of turnover.

If Shopko experiences a decline in its business, financial condition or results of operations, it may request discounts or deferrals on the rents it pays to us, seek to terminate its master leases with us or close certain of its stores, all of which could decrease the amount of revenue we receive from it. While we seek to reduce the tenant concentration of Shopko, we may have difficulty in selling or leasing to other tenants the properties currently leased by Shopko, due to, among other things, market demand or tax constraints. Furthermore, we can provide no assurance that we will deploy the proceeds from the disposition of any Shopko properties in a manner that would produce comparable or better yields.

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A substantial portion of our properties are leased to unrated tenants and the tools we use to measure the credit quality of such tenants may not be accurate.

A substantial portion our properties are leased to unrated tenants whom we determine, through our internal underwriting and credit analysis, to be creditworthy. Many of our tenants are required to provide financial information, which includes balance sheet, income statement and cash flow statement data, on a quarterly and/or annual basis, and approximately 63.8% of our lease investment portfolio require the tenant to provide property-level performance information, which includes income statement data on a quarterly and/or annual basis. To assist in our determination of a tenant’s credit quality, we license a product from Moody’s Analytics that provides an EDF and a “shadow rating,” and we evaluate a lease’s property-level rent coverage ratio. An EDF is only an estimate of default probability based, in part, on assumptions incorporated into the product. A shadow rating does not constitute a published credit rating and lacks the extensive company participation that is typically involved when a rating agency publishes a rating; accordingly, a shadow rating may not be as indicative of creditworthiness as a rating published by Moody’s, S&P, or another nationally recognized statistical rating organization. Our calculations of EDFs, shadow ratings and rent coverage ratios are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we must assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our measurement of credit quality proves to be inaccurate, we may be subject to defaults, and investors may view our cash flows as less stable.

The decrease in demand for retail and restaurant space may materially and adversely affect us.

As of December 31, 2015 , leases representing approximately 69.8% and 16.9% of our Normalized Rental Revenue were with tenants in the retail and restaurant industries, respectively. In the future, we may acquire additional retail and restaurant properties. Accordingly, decreases in the demand for retail and/or restaurant spaces adversely impact us. The market for retail and restaurant space has previously been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retail and restaurant companies, the ongoing consolidation in the retail and restaurant industries, the excess amount of retail and restaurant space in a number of markets and, in the case of the retail industry, increasing consumer purchases through catalogs or over the Internet. To the extent that these conditions continue, they are likely to negatively affect market rents for retail and restaurant space, which could materially and adversely affect us.

High concentration of our properties in a geographic area could magnify the effects of adverse economic or regulatory developments in such area on our results of operations and financial condition.

As of December 31, 2015 , 11.6% of our portfolio (as a percentage of Normalized Rental Revenue) was located in Texas, representing the highest concentration of our assets. Geographic concentration exposes us to greater economic or regulatory risks than if we owned a more geographically diverse portfolio. We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we concentrate (or in which we may develop a substantial concentration of assets in the future), such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations.

We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.

Our results of operations depend on our ability to continue to strategically lease space in our properties, including renewing expiring leases, leasing vacant space and re-leasing space in properties where leases expire, optimizing our tenant mix or leasing properties on more economically favorable terms. As of December 31, 2015 , leases representing approximately 3.8% of our rental revenue will expire during 2016 . As of December 31, 2015 , 36 of our properties, representing approximately 1.4% of our total number of owned properties, were vacant. Current tenants may decline, or may not have the financial resources available, to renew current leases and we cannot assure you that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew the leases as they expire, we will have to find new tenants to lease our properties and there is no guarantee that we will be able to find new tenants or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that substantial rent abatements, tenant improvement allowances, early termination rights, below-market renewal options or other lease incentive payments will not be offered to attract new tenants. We may experience significant costs in connection with renewing, leasing or re-leasing a significant number of our properties, which could materially and adversely affect us.

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Our ability to realize future rent increases will vary depending on changes in the CPI.

Most of our leases contain rent escalators, or provisions that periodically increase the base rent payable by the tenant under the lease. Although some of our rent escalators increase rent at a fixed amount on fixed dates, most of our rent escalators increase rent by the lesser of (a) 1 to 1.25 times any increase in the CPI over a specified period or (b) a fixed percentage. If the product of any increase in the CPI multiplied by the applicable factor is less than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on a fixed percentage. Therefore, during periods of low inflation or deflation, small increases or decreases in the CPI will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on fixed percentages or amounts. Conversely, if the product of any increase in the CPI multiplied by the applicable factor is more than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on an increase in CPI. Therefore, periods of high inflation will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on CPI increases.

The bankruptcy or insolvency of any of our tenants could result in the termination of such tenant’s lease and material losses to us.

The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant’s lease or leases. If a tenant becomes bankrupt or insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms.

Moreover, tenants who are considering filing for bankruptcy protection may request that we agree to amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments. As a result, tenant bankruptcies may materially and adversely affect us.

Property vacancies could result in significant capital expenditures and illiquidity.

The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and thus incur significant costs. Many of the leases we enter into or acquire are for properties that are especially suited to the particular business of our tenants. Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. In the event we are required to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand. These limitations may materially and adversely affect us.

Our future results will suffer if we do not effectively manage our expanded operations.

We may continue to expand our operations through additional acquisitions and other strategic transactions, and modernize our information technology and management systems through new systems implementations, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new operations into our existing business in an efficient and timely manner, successfully monitor our operations, costs and regulatory compliance, and develop and maintain other necessary systems, processes and internal controls. We cannot assure you that our expansion or acquisition opportunities will be successful, or that we will realize their expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

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We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, or our future acquisitions may not yield the returns we expect.

Our ability to expand through acquisitions requires us to identify and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully integrate newly acquired properties into our portfolio. We continually evaluate investment opportunities and may acquire properties when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be constrained by the following significant risks:


•	we face competition from other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;


•	we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;


•	we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;


•	we may acquire properties that are not accretive to our results upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations;


•	our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property;


•	we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an acquisition opportunity after incurring expenses related thereto;


•	we may fail to obtain financing for an acquisition on favorable terms or at all;


•	we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;


•	market conditions may result in higher than expected vacancy rates and lower than expected rental rates; or

•

we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If any of these risks are realized, we may be materially and adversely affected.

We rely on information systems in our operations and corporate functions, and any material failure, weakness, interruption or breach in security of such systems could prevent us from effectively operating our business.

We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems, such as in the event of cyber-attacks, could result in the theft of intellectual property, personal information or personal property, damage to our reputation and third-party claims, as well as reduced efficiency in our operations and in the accuracy in our internal and external financial reporting. The remediation of such problems could result in significant unplanned expenditures.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and expected to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective

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by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of the jurisdiction in which a property is located.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may materially and adversely affect us.

We face significant competition for tenants, which may decrease or prevent increases of the occupancy and rental rates of our properties, and competition for acquisitions may reduce the number of acquisitions we are able to complete and increase the costs of these acquisitions.

We compete with numerous developers, owners and operators of properties, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights, below-market renewal options or other lease incentive payments in order to retain tenants when our leases expire. Competition for tenants could decrease or prevent increases of the occupancy and rental rates of our properties, which could materially and adversely affect us.

We also face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. This competition will increase if investments in real estate become more attractive relative to other types of investment. Accordingly, competition for the acquisition of real property could materially and adversely affect us.

The loss of a borrower or the failure of a borrower to make loan payments on a timely basis will reduce our revenues, which could lead to losses on our investments and reduced returns to our stockholders.

We have originated or acquired long-term, commercial mortgage and other loans. The success of our loan investments is materially dependent on the financial stability of our borrowers. The success of our borrowers is dependent on each of their individual businesses and their industries, which could be affected by economic conditions in general, changes in consumer trends and preferences and other factors over which neither they nor we have control. A default of a borrower on its loan payments to us that would prevent us from earning interest or receiving a return of the principal of our loan could materially and adversely affect us. In the event of a default, we may also experience delays in enforcing our rights as lender and may incur substantial costs in collecting the amounts owed to us and in liquidating any collateral.

Foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party’s default. Foreclosure and other similar laws may limit our right to obtain a deficiency judgment against the defaulting party after a foreclosure or sale. The application of any of these principles may lead to a loss or delay in the payment on loans we hold, which in turn could reduce the amounts we have available to make distributions. Further, in the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property which could materially and adversely affect us.

If we invest in mortgage loans, these investments may be affected by unfavorable real estate market conditions, including interest rate fluctuations, which could decrease the value of those loans.

If we invest in mortgage loans, we will be at risk of defaults by the borrowers and, in addition, will be subject to interest rate risks. To the extent we incur delays in liquidating defaulted mortgage loans, we may not be able to obtain all amounts due to us under such loans. Further, we will not know whether the values of the properties securing the

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mortgage loans will remain at the levels existing on the dates of origination of those mortgage loans or the dates of our investment in the loans. If the values of the underlying properties decline, the value of the collateral securing our mortgage loans will also decline and if we were to foreclose on any of the properties securing the mortgage loans, we may not be able to sell or lease them for an amount equal to the unpaid amounts due to us under the mortgage loans. As a result, defaults on mortgage loans in which we invest may materially and adversely affect us.

Inflation may materially and adversely affect us and our tenants.

Increased inflation could have a negative impact on variable-rate debt we currently have or that we may incur in the future. Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Because tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not adversely affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expense, which could increase our exposure to inflation. Additionally, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Increased costs may also have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us.

The market price and trading volume of our common stock may be adversely impacted by various factors.

The market price and trading volume of our common stock may fluctuate widely due to various factors, including:


•	actual or anticipated variations in our quarterly operating results or distributions, or those of our competitors;


•	publication of research reports about us, our competitors or the real estate industry;


•	adverse market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future;


•	additions or departures of key management personnel;


•	changes in our credit ratings;


•	the financial condition, performance and prospects of our tenants; and


•	the realization of any of the other risk factors presented in this Annual Report on Form 10-K.

We may issue shares of our common stock, preferred stock, or other securities without stockholder approval, including shares issued to satisfy REIT dividend distribution requirements. The Operating Partnership may issue partnership interests to third parties, and such partnership interests would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued. Our existing stockholders have no preemptive rights to acquire any of these securities, and any issuance of equity securities by us or the Operating Partnership may dilute stockholder investment.

Increases in market interest rates may have an adverse effect on the value of our common stock as prospective purchasers of our common stock may expect a higher dividend yield and increased borrowing costs may decrease our funds available for distribution.

The market price of our common stock will generally be influenced by the dividend yield on our common stock (as a percentage of the price of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common stock to expect a higher dividend yield. However, higher market interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock to decrease.

Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.

In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, we may not be able to fund future

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capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:


•	general market conditions;


•	the market’s perception of our growth potential;


•	our current debt levels;


•	our current and expected future earnings;


•	our cash flow and cash distributions; and


•	the market price per share of our common stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

Historically, we have raised a significant amount of debt capital through our Spirit Master Funding Program and the CMBS market. We have generally used the proceeds from these financings to repay debt and fund real estate acquisitions. As of December 31, 2015 , we had issued notes under our Spirit Master Funding Program in eight different classes over five separate issuances with an aggregate outstanding principal balance of $1.69 billion . The Master Trust Notes had a weighted average maturity of 7.2 years as of December 31, 2015 . In addition, we had CMBS loans with an aggregate outstanding principal balance of $1.42 billion and an average maturity of 2.7 years as of December 31, 2015 . Our obligations under these loans are generally secured by liens on certain of our properties. In the case of our Spirit Master Funding Program, subject to certain conditions, we may substitute real estate collateral within our two securitization trusts from time to time. No assurance can be given that the CMBS market will be available to us in the future, whether to refinance existing debt or to raise additional debt capital. Moreover, we view our ability to substitute collateral under our Spirit Master Funding Program favorably, and no assurance can be given that financing facilities offering similar flexibility will be available to us in the future.

Failure to hedge effectively against interest rate changes may materially and adversely affect us.

We attempt to mitigate our exposure to interest rate volatility by using interest rate hedging arrangements. However, these arrangements involve risks and may not be effective in reducing our exposure to interest rate changes. In addition, the counterparties to our hedging arrangements may not honor their obligations. Failure to hedge effectively against changes in interest rates on our borrowings may materially and adversely affect us.

Our decision to dispose of real estate assets would change the holding period assumption in our valuation analyses, which could result in material impairment losses and adversely affect our financial results.

We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If we change our intended holding period due to our intention to sell or otherwise dispose of an asset, we must reevaluate whether that asset is impaired under GAAP. Depending on the carrying value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results. This loss could be material to our assets in the period that it is recognized.

Loss of our key personnel with long-standing business relationships could materially impair our ability to operate successfully.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly our Chief Executive Officer and Chairman of our board of directors, Thomas H. Nolan, Jr. and our Executive Vice President and Chief Investment Officer, Gregg A. Seibert, who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition and disposition activity. Among the reasons that they are important to our success is that each has a national or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel.

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Many of our other key executive personnel, particularly our senior managers, also have extensive experience and strong reputations in the real estate industry and have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel and arranging necessary financing. In particular, the extent and nature of the relationships that these individuals have developed with financial institutions and existing and prospective tenants is critically important to the success of our business. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

We are currently in the midst of a search for a new general counsel. We cannot assure you that we will be able to hire an appropriately qualified individual. We expect our employment relationship with our current general counsel to terminate on March 4, 2016. We are currently seeking to negotiate a severance agreement with our current general counsel. We cannot assure you that we will be able to reach a separation on mutually agreeable terms.

The relocation of our corporate headquarters could adversely affect our operations, operating results and financial condition.

On November 16, 2015, we issued a press release announcing that our corporate headquarters will move from Scottsdale, Arizona to Dallas, Texas in the summer of 2016 with the move expected to be finalized by the end of 2016. We do not expect that the relocation of our headquarters will change our corporate or leadership structure. However, the process of moving our headquarters is inherently complex and not part of our day to day operations. The relocation process could cause significant disruption to our operations and cause the temporary diversion of management resources, all of which could have a material adverse affect on our operations, operating results and financial condition. We have implemented a transition plan to provide for the move of our corporate operations, including relocation benefits for employees who may be transferring, and severance and retention benefits for employees who will not be continuing with the Company after the move. We may encounter difficulties retaining employees who elected to transfer to Dallas. Similarly, we may experience difficulties attracting new talent in Dallas to replace our employees in Scottsdale who are unwilling to relocate.

The Company currently anticipates to incur total costs of approximately $20.0 million related to this relocation. This amount includes an estimated $4.8 million in capitalized costs related to tenant improvements and fixtures for the new corporate headquarters. In February 2016, the Company signed a lease for the new corporate headquarters in Dallas. We can give no assurance that the relocation will be completed as planned or within the expected timeframe. In addition, the relocation may involve significant additional costs to us and the expected benefits of the move may not be fully realized due to associated disruption to our operations and personnel.

We have a limited operating history as a public company and our past experience may not be sufficient to allow us to successfully operate as a public company going forward.

Prior to our September 2012 IPO, we had not been publicly traded since 2007. We cannot assure you that our past experience is sufficient to allow us to successfully operate as a public company, including compliance with the timely disclosure requirements of the SEC and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. As a public company, we are required to develop and implement control systems and procedures in order to satisfy our periodic and current reporting requirements under applicable SEC regulations and NYSE listing standards, and this transition could place a significant strain on our management systems, infrastructure and other resources. As a result, we may not be able to operate successfully as a public company going forward.

If we fail to maintain an effective system of internal control over financial reporting and disclosure controls, we may not be able to accurately and timely report our financial results.

Effective internal control over financial reporting and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. As a result of material weaknesses or significant deficiencies that may be identified in our internal control over financial reporting, we may also identify certain deficiencies in some of our disclosure controls and procedures that we believe require remediation. If we or our independent registered public accounting firm discover weaknesses, we will make efforts to improve our

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internal control over financial reporting and disclosure controls. However, there is no assurance that we will be successful. Any failure to maintain effective controls or timely effect any necessary improvement of our internal control over financial reporting and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect the listing of our common stock on the NYSE. Ineffective internal control over financial reporting and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the per share trading price of our common stock.

We may become subject to litigation, which could materially and adversely affect us.

In the ordinary course of business, we may become subject to litigation, including claims relating to our operations, security offerings and otherwise. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves. However, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us.

The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. We may face liability regardless of:


•	our knowledge of the contamination;


•	the timing of the contamination;


•	the cause of the contamination; or


•	the party responsible for the contamination of the property.

There may be environmental liabilities associated with our properties of which we are unaware. We obtain Phase I environmental site assessments on all properties we finance or acquire. The Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Therefore, there could be undiscovered environmental liabilities on the properties we own. Some of our properties use, or may have used in the past, underground tanks for the storage of petroleum-based products or waste products that could create a potential for release of hazardous substances or penalties if tanks do not comply with legal standards. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest. Some of our properties may contain ACM. Strict environmental laws govern the presence, maintenance and removal of ACM and such laws may impose fines and penalties for failure to comply with these requirements or expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos). Strict environmental laws also apply to other activities that can occur on a property, such as air emissions and water discharges, and such laws may impose fines and penalties for violations.

The presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral. In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or businesses may be operated, and these restrictions may require substantial expenditures.

In addition, although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we could be subject to strict liability by virtue of our ownership interest. We cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations, if any, under our leases. Furthermore, the discovery of environmental liabilities on

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any of our properties could lead to significant remediation costs or to other liabilities or obligations attributable to the tenant of that property, which may affect such tenant’s ability to make payments to us, including rental payments and, where applicable, indemnification payments.

Our environmental liabilities may include property damage, personal injury, investigation and clean-up costs. These costs could be substantial. Although we may obtain insurance for environmental liability for certain properties that are deemed to warrant coverage, our insurance may be insufficient to address any particular environmental situation and we may be unable to continue to obtain insurance for environmental matters, at a reasonable cost or at all, in the future. If our environmental liability insurance is inadequate, we may become subject to material losses for environmental liabilities. Our ability to receive the benefits of any environmental liability insurance policy will depend on the financial stability of our insurance company and the position it takes with respect to our insurance policies. If we were to become subject to significant environmental liabilities, we could be materially and adversely affected.

Most of the environmental risks discussed above refer to properties that we own or may acquire in the future. However, each of the risks identified also applies to the owners (and potentially, the lessees) of the properties that secure each of the loans we have made and any loans we may acquire or make in the future. Therefore, the existence of environmental conditions could diminish the value of each of the loans and the abilities of the borrowers to repay the loans and could materially and adversely affect us.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, should our tenants or their employees or customers be exposed to mold at any of our properties we could be required to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, exposure to mold by our tenants or others could subject us to liability if property damage or health concerns arise. If we were to become subject to significant mold-related liabilities, we could be materially and adversely affected.

Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.

Our tenants are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.

Inflation, changes in building codes and ordinances, environmental considerations, and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected real property. Furthermore, in the event we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications without significant capital expenditures which may exceed any amounts received pursuant to insurance policies, as reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us.

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Compliance with the ADA and fire, safety and other regulations may require us to make unanticipated expenditures that materially and adversely affect us.

Our properties are subject to the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA and typically obligated under our leases and financing agreements to cover costs associated with compliance, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected. We could be required to expend our own funds to comply with the provisions of the ADA, which could materially and adversely affect us.

In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and may be required to obtain approvals from various authorities with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Additionally, failure to comply with any of these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. While we intend to only acquire properties that we believe are currently in substantial compliance with all regulatory requirements, these requirements may change and new requirements may be imposed which would require significant unanticipated expenditures by us and could materially and adversely affect us.

As a result of acquiring C corporations in carry-over basis transactions, we may inherit material tax liabilities and other tax attributes from such acquired corporations, and we may be required to distribute earnings and profits.

From time to time, we have and may continue to acquire C corporations in transactions in which the basis of the corporations’ assets in our hands is determined by reference to the basis of the assets in the hands of the acquired corporations, or carry-over basis transactions.

If we acquire any asset from a corporation that is or has been a C corporation in a carry-over basis transaction, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a carry-over basis transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a carry-over basis transaction, we will succeed to any tax liabilities and earnings and profits of the acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. Any adjustments to the acquired corporation’s income for taxable years ending on or before the date of the transaction, including as a result of an examination of the corporation’s tax returns by the IRS, could affect the calculation of the corporation’s earnings and profits. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, we could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.

Changes in accounting standards may materially and adversely affect us.

From time to time the FASB, and the SEC, who create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard

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retroactively, resulting in restating prior period financial statements. Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.

The SEC is currently considering whether issuers in the U.S. should be required to prepare financial statements in accordance with IFRS instead of GAAP. IFRS is a comprehensive set of accounting standards promulgated by the IASB which are rapidly gaining worldwide acceptance. The SEC currently has not finalized the timeframe it expects that U.S. issuers would first report under the new standards. If IFRS is adopted, the potential issues associated with lease accounting, along with other potential changes associated with the adoption or convergence with IFRS, may materially and adversely affect us.

Additionally, the FASB is considering various changes to GAAP, some of which may be significant, as part of a joint effort with the IASB to converge accounting standards. In particular, FASB has proposed accounting rules that would require companies to capitalize all leases on their balance sheets by recognizing a lessee’s rights and obligations. If the proposal is adopted in its current form, many companies that account for certain leases on an “off balance sheet” basis would be required to account for such leases “on balance sheet.” This change would remove many of the differences in the way companies account for owned property and leased property, and could have a material effect on various aspects of our tenants’ businesses, including their credit quality and the factors they consider in deciding whether to own or lease properties. If the proposal is adopted in its current form, it could cause companies that lease properties to prefer shorter lease terms in an effort to reduce the leasing liability required to be recorded on the balance sheet. The proposal could also make lease renewal options less attractive, because, under certain circumstances, the rule would require a tenant to assume that a renewal right will be exercised and accrue a liability relating to the longer lease term.

In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.

In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in the Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

Risks Related to Our Indebtedness

We have approximately $4.19 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, limit our ability to obtain additional financing or affect the market price of our common stock or debt securities.

As of December 31, 2015 , the total principal balance outstanding on our indebtedness was approximately $4.19 billion , of which $325.0 million outstanding against the Term Loan and $61.8 million of CMBS debt incurs interest at a variable rate. The variable-rate CMBS debt is effectively fixed at approximately 5.14% through 8 amortizing swaps. In addition, we have an unsecured $600.0 million revolving Credit Facility, under which no amounts were drawn as of December 31, 2015 . We may also incur significant additional debt to finance future investment activities. Payments of principal and interest on borrowings may leave us with insufficient cash resources to meet our cash needs or make the distributions to our common stockholders necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:


•	our cash flow may be insufficient to meet our required principal and interest payments;


•	cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders;


•	we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs;


•	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;


•	because a portion of our debt bears interest at variable rates, increases in interest rates could increase our interest expense;

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•	we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility;


•	we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;


•	we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases;


•	we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds;


•	we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and


•	our default under any loan with cross-default provisions could result in a default on other indebtedness.

Changes in our leverage ratios may also negatively impact the market price of our equity or debt securities. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

Current market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all.

Over the last few years, the credit markets have experienced significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. These circumstances have materially impacted liquidity in the financial markets, making financing terms for borrowers less attractive, and in certain cases, have resulted in the unavailability of various types of debt financing. As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness. Reductions in our available borrowing capacity or inability to obtain credit when required or when business conditions warrant could materially and adversely affect us.

Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could materially and adversely affect us. Total debt service, including scheduled principal maturities and interest, for 2016 and 2017 is $478.2 million and $890.3 million , respectively. Debt service for 2016 also includes $81.5 million for the acceleration of principal payable following an event of default under 4 separate CMBS loans with stated maturities in 2015 and 2017.

Some of our financing arrangements involve balloon payment obligations.

Some of our financings require us to make a lump-sum or “balloon” payment at maturity. Our ability to make any balloon payment is uncertain and may depend on our ability to obtain additional financing or our ability to sell our properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell our properties at a price sufficient to make the balloon payment, if at all. If the balloon payment is refinanced at a higher rate, it will reduce or eliminate any income from our properties. Our inability to meet a balloon payment obligation, through refinancing or sale proceeds, or refinancing on less attractive terms could materially and adversely affect us. We have balloon maturities of $264.8 million and $706.5 million in 2016 and 2017, respectively. If we are unable to refinance these maturities or otherwise retire the indebtedness by that time, we could be materially adversely affected, and could be forced to relinquish the related collateral.

The agreements governing our indebtedness contain restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions, operate our business or make distributions to our common stockholders.

The agreements governing our indebtedness contain restrictions and covenants that limit or will limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional indebtedness, could cause us to forgo investment opportunities, reduce or eliminate distributions to our common stockholders or obtain financing that is more expensive than financing we could obtain if we were not

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subject to the covenants. In addition, the agreements may have cross default provisions, which provide that a default under one of our financing agreements would lead to a default on some or all of our debt financing agreements.

If an event of default occurs under certain of our CMBS loans, if the master tenants at the properties that secure the CMBS loans, fail to maintain certain EBITDAR ratios or if an uncured monetary default exists under the master leases, then a portion of or all of the cash which would otherwise be distributed to us may be restricted by the lenders and unavailable to us until the terms are cured or the debt refinanced. If the financial performance of the collateral for our indebtedness under our Spirit Master Funding Program fails to achieve certain financial performance criteria, cash from such collateral may be unavailable to us until the terms are cured or the debt refinanced. Such cash sweep triggering events have occurred previously and may be ongoing from time to time. The occurrence of these events limit the amount of cash available to us for use in our business and could limit or eliminate our ability to make distributions to our common stockholders.

The covenants and other restrictions under our debt agreements affect, among other things, our ability to:


•	incur indebtedness;


•	create liens on assets;


•	sell or substitute assets;


•	modify certain terms of our leases;


•	prepay debt with higher interest rates;


•	manage our cash flows; and


•	make distributions to equity holders.

Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.

Risks Related to Our Organizational Structure

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in the interest of our stockholders, and as a result may depress the market price of our common stock.

Our charter contains certain restrictions on ownership and transfer of our stock. Our charter contains various provisions that are intended to preserve our qualification as a REIT and, subject to certain exceptions, authorize our directors to take such actions as are necessary or appropriate to preserve our qualification as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:


•	discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or


•	result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval . Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, we may issue one or more series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of our common stockholders. Although our board of directors has no such intention at the present time, it could establish a class or series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a

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change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•

“business combination” provisions that, subject to certain limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or of an affiliate of ours or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within a two-year period immediately prior to the date in question) or any affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price and/or supermajority and stockholder voting requirements on these combinations; and

•

“control share” provisions that provide that a holder of “control shares” of our Company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) has no voting rights with respect to those shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, we have elected, by resolution of our board of directors, to opt out of the business combination provisions of the MGCL and, pursuant to a provision in our bylaws, to exempt any acquisition of our stock from the control share provisions of the MGCL. However, our board of directors may by resolution elect to repeal the exemption from the business combination provisions of the MGCL and may by amendment to our bylaws opt into the control share provisions of the MGCL at any time in the future, whether before or after an acquisition of control shares.

Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could be in the best interests of our stockholders. Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.

Termination of the employment agreements with certain members of our senior management team could be costly and prevent a change in control of our company.

The employment agreements with certain members of our senior management team provide that if their employment with us terminates under certain circumstances (including in connection with a change in control of our company), we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of our Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders.

Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service. Higher leverage also increases the risk of default on

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our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially and adversely affect us.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

As permitted by Maryland law, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:


•	actual receipt of an improper benefit or profit in money, property or services; or


•	active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, your and our ability to recover damages from such director or officer will be limited. In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law.

We are a holding company with no direct operations and will rely on funds received from the Operating Partnership to pay liabilities.

We are a holding company and conduct substantially all of our operations through the Operating Partnership. We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to pay any dividends we might declare on shares of our common stock. We also rely on distributions from the Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from the Operating Partnership. In addition, because we are a holding company, your claims as stockholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of the Operating Partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

We own directly or indirectly 100% of the interests in the Operating Partnership. However, in connection with our future acquisition of properties or otherwise, we may issue partnership interests of the Operating Partnership to third parties. Such issuances would reduce our ownership in the Operating Partnership. Because you will not directly own partnership interests of the Operating Partnership, you will not have any voting rights with respect to any such issuances or other partnership level activities of the Operating Partnership.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of partnership interests in the Operating Partnership, which may impede business decisions that could benefit our stockholders.

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and the Operating Partnership or any future partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with the management of our company. At the same time, one of our wholly-owned subsidiaries, OP Holdings, as the general partner of the Operating Partnership, has fiduciary duties and obligations to the Operating Partnership and its future limited partners under Delaware law and the partnership agreement of the Operating Partnership in connection with the management of the Operating Partnership. The fiduciary duties and obligations of OP Holdings, as general partner of the Operating Partnership, and its future partners may come into conflict with the duties of the directors and officers of our company.

Under the terms of the partnership agreement of the Operating Partnership, if there is a conflict between the interests of our stockholders on one hand and any future limited partners on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any future limited partners; provided, however, that for so long as we own a controlling interest in the Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any future limited partners shall be resolved in favor of our stockholders.

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The partnership agreement also provides that the general partner will not be liable to the Operating Partnership, its partners or any other person bound by the partnership agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Operating Partnership or any future limited partner, except for liability for the general partner’s intentional harm or gross negligence. Moreover, the partnership agreement provides that the Operating Partnership is required to indemnify the general partner and its members, managers, managing members, officers, employees, agents and designees from and against any and all claims that relate to the operations of the Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active or deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services or otherwise in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had reasonable cause to believe that the act or omission was unlawful.

Risks Related to Taxes and Our Status as a REIT

Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock.

We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005, and we intend to continue operating in such a manner. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. Therefore, we cannot assure you that we have qualified as a REIT, or that we will remain qualified as such in the future. If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to you for each of the years involved because:


•	we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;


•	we also could be subject to the federal alternative minimum tax and increased state and local taxes; and


•	unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common stock.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our TRS will be subject to income tax as regular corporations in the jurisdictions in which they operate.

If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

The Operating Partnership is currently treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the IRS will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited

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liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary partnership or limited liability company as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.

Our ownership of taxable REIT subsidiaries is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms.

Our TRS may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation, other than a REIT, in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.

A REIT’s ownership of securities of a taxable REIT subsidiary is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of our total assets may be represented by securities (including securities of taxable REIT subsidiaries), other than those securities includable in the 75% asset test, and, for taxable years beginning after December 31, 2017, not more than 20% of the value of our total assets may be represented by securities of taxable REIT subsidiaries. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that we own will be less than 25% (or 20%, as applicable) of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure our transactions with any TRS that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect us.

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and we will be subject to regular corporate income taxes on our undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and recognition of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could materially and adversely affect us.

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The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.

The IRS may take the position that specific sale-leaseback transactions that we treat as leases are not true leases for federal income tax purposes but are, instead, financing arrangements or loans. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests, the income tests or distribution requirements and consequently lose our REIT status effective with the year of re-characterization unless we elect to make an additional distribution to maintain our REIT status. The primary risk relates to our loss of previously incurred depreciation expenses, which could affect the calculation of our REIT taxable income and could cause us to fail the REIT distribution test that requires a REIT to distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In this circumstance, we may elect to distribute an additional dividend of the increased taxable income so as not to fail the REIT distribution test. This distribution would be paid to all stockholders at the time of declaration rather than the stockholders existing in the taxable year affected by the re-characterization.

Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.

Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

Legislative or other actions affecting REITs could have a negative effect on us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Our Real Estate Investment Portfolio

As of December 31, 2015 , our investment in real estate and loans totaled approximately $8.30 billion , representing investments in 2,629 properties. Of this amount, 98.7% consisted of our investment in real estate, representing ownership of 2,485 properties, and the remaining 1.3% consisted primarily of commercial mortgage loans receivable secured by 144 real properties. Over 86.0% of our leases (based on Normalized Rental Revenue) as of December 31, 2015 are triple-net, under which the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Due to the triple-net structure of our leases, we do not expect to incur significant capital expenditures relating to our triple-net leased properties, and the potential impact of inflation on our operating expenses is reduced.

Property Portfolio Information

Our diverse real estate portfolio at December 31, 2015 consisted of 2,485 owned properties:


•	leased to 438 tenants;


•	located in 49 states as well as in the U.S. Virgin Islands, with only 5 states each contributing 5% or more of our rental revenue;


•	operating in 28 different industries;


•	with an occupancy rate of 98.6% ; and


•	with a weighted average remaining lease term of 10.7 years.

Property Portfolio Diversification

The following tables present the diversity of our properties owned at December 31, 2015 . The portfolio metrics are calculated based on the percentage of Normalized Revenue or Normalized Rental Revenue. Total revenues and total rental revenues used in the calculations are normalized to exclude revenues contributed by properties sold during the given period.

Diversification By Tenant

Tenant concentration represents the tenant's quarterly contribution to Normalized Revenue during the period. The following table lists the top ten tenants of our owned real estate properties as of December 31, 2015 :



Tenant ⁽²⁾	Number of Properties	Total Square Feet (in thousands)	Percent of Normalized Revenue ⁽¹⁾
Shopko	139	9,058	9.1	%
Walgreens	63	925	3.3
84 Properties, LLC	108	3,388	2.9
Cajun Global, LLC (Church's Chicken)	199	280	2.2
Alimentation Couche-Tard, Inc. (Circle K)	84	253	1.9
Academy, LTD (Academy Sports + Outdoors)	6	2,758	1.8
CVS Caremark Corporation	37	416	1.5
Carmike Cinemas, Inc.	13	615	1.3
CarMax, Inc.	8	356	1.3
Regal Entertainment Group	13	541	1.2
Other	1,779	33,795	73.5
Vacant	36	2,170	—
Total	2,485	54,555	100.0	%

⁽¹⁾ Total revenues for the quarter ended December 31, 2015 , excluding revenue contributed from properties sold during the period.

⁽²⁾ Tenants represent legal entities ultimately responsible for obligations under the lease agreements. Other tenants may operate certain of the same business concepts or brands set forth above, but represent distinct tenant credits.

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Diversification By Industry

The following table sets forth information regarding the diversification of our owned real estate properties among different industries as of December 31, 2015 :



Industry	Number of Properties	Total Square Feet (in thousands)	Percent of Normalized Rental Revenue ⁽¹⁾
General Merchandise	179	10,643	11.4	%
Restaurants - Casual Dining	367	2,339	9.7
Restaurants - Quick Service	552	1,231	7.2
Convenience Stores	250	863	6.5
Movie Theatres	49	2,430	6.4
Grocery	69	3,267	6.0
Drug Stores / Pharmacies	125	1,637	6.0
Building Materials	171	5,634	5.5
Medical / Other Office	111	1,228	4.0
Sporting Goods	25	3,894	3.7
Health and Fitness	35	1,425	3.5
Automotive Parts and Service	151	1,043	3.0
Home Furnishings	32	1,914	2.7
Education	48	879	2.7
Apparel	13	2,184	2.5
Entertainment	19	948	2.4
Automotive Dealers	25	715	2.2
Home Improvement	12	1,487	2.0
Consumer Electronics	13	981	1.5
Specialty Retail	22	735	1.5
Distribution	12	935	1.5
Manufacturing	18	2,467	1.3
Dollar Stores	84	890	1.3
Car Washes	27	154	1.2
Pet Supplies and Service	4	1,016	1.0	%
Wholesale Clubs	4	393	*
Office Supplies	19	441	*
Financial Services	4	243	*
Miscellaneous	9	369	*
Vacant	36	2,170	—
Total	2,485	54,555	100.0	%

* Less than 1%

⁽¹⁾ Total rental revenues during the month ended December 31, 2015 , excluding rental revenues contributed from properties sold during the period.

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Diversification By Asset Type

The following table sets forth information regarding the diversification of our owned real estate properties among different asset types as of December 31, 2015 :



Asset Type	Number of Properties	Total Square Feet (in thousands)	Percent of Normalized Rental Revenue ⁽¹⁾
Retail	2,291	42,572	86.7	%
Industrial	71	9,711	7.4
Office	123	2,272	5.9
Total	2,485	54,555	100.0	%

⁽¹⁾ Total rental revenues during the month ended December 31, 2015 , excluding rental revenues contributed from properties sold during the period.

Diversification By Geography

The following table sets forth information regarding the geographic diversification of our owned real estate properties as of December 31, 2015 :



Location	Number of Properties	Total Square Feet (in thousands)	Percent of Normalized Rental Revenue ⁽¹⁾
Texas	286	6,217	11.6	%
Illinois	120	3,558	6.3
California	62	1,667	5.9
Georgia	174	3,146	5.8
Ohio	139	2,625	5.0
Florida	136	1,426	4.7
Wisconsin	56	3,894	4.2
Tennessee	122	1,704	3.2
Minnesota	49	1,717	2.8
Missouri	82	1,372	2.8
North Carolina	70	1,390	2.7
Indiana	78	1,346	2.6
Michigan	89	1,691	2.6
Virginia	72	1,569	2.5
South Carolina	46	991	2.5
Alabama	102	886	2.4
Arizona	55	922	2.2
Pennsylvania	67	1,506	2.0
Colorado	35	910	1.9
New York	51	957	1.8
Kansas	40	969	1.7
New Mexico	40	563	1.6
Kentucky	63	900	1.4
Nevada	6	1,039	1.4
Washington	24	759	1.3
Oregon	17	528	1.3
Oklahoma	57	523	1.3
Massachusetts	6	1,222	1.2
Iowa	37	636	1.1

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Location	Number of Properties	Total Square Feet (in thousands)	Percent of Normalized Rental Revenue ⁽¹⁾
Nebraska	18	811	1.0
Arkansas	40	696	1.0
Mississippi	41	391	1.0
Utah	10	901	*
Louisiana	28	296	*
Idaho	13	617	*
New Hampshire	16	640	*
Maryland	24	371	*
Montana	8	531	*
New Jersey	15	568	*
West Virginia	28	535	*
South Dakota	9	395	*
North Dakota	6	288	*
Connecticut	3	306	*
Maine	26	79	*
Wyoming	9	186	*
Rhode Island	3	95	*
Delaware	3	86	*
Vermont	2	42	*
Virgin Islands	1	38	*
Alaska	1	50	*
Total	2,485	54,555	100.0	%

* Less than 1%

⁽¹⁾ Total rental revenues during the month ended December 31, 2015 , excluding rental revenues contributed from properties sold during the period.

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Lease Expirations

The following table sets forth a summary schedule of expiration dates for leases in place as of December 31, 2015 . As of December 31, 2015 , the weighted average remaining non-cancelable initial term of our leases (based on total rental revenue) was 10.7 years. The information set forth in the table assumes that tenants do not exercise renewal options and or any early termination rights:



Leases Expiring In:	Number of Properties	Normalized Rental Revenue Annualized (in thousands) ⁽¹⁾		Total Square Feet (in thousands)	Percent of Expiring Annual Rental Revenue
2016	49	$	24,444	2,447	3.8	%
2017	63	21,276		2,012	3.3
2018	74	23,388		2,041	3.7
2019	109	22,572		1,957	3.5
2020	93	27,780		2,250	4.3
2021	162	36,480		4,050	5.7
2022	100	24,828		1,916	3.9
2023	93	35,004		3,380	5.5
2024	69	21,648		1,373	3.4
2025	81	36,156		2,115	5.6
2026 and thereafter	1,556	366,456		28,844	57.3
Vacant	36	—		2,170	—
Total owned properties	2,485	$	640,032	54,555	100.0	%

⁽¹⁾ Total rental revenues for the month ended December 31, 2015 for properties owned at December 31, 2015 multiplied by twelve.

Item 3. Legal Proceedings

From time-to-time, we may be subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.

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Item 4. Mine Safety Disclosure

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock, Holders of Record and Dividend Policy

Our common stock is traded on the NYSE under the symbol “SRC.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and dividends declared per share of common stock, for the periods indicated.



	Price Per Share of Common Stock				Dividends
	High		Low		Declared
2015
First quarter	$	12.99	$	11.66	$	0.17000
Second quarter	12.40		9.67		0.17000
Third quarter	10.55		9.04		0.17000
Fourth quarter	10.40		9.33		0.17500
Total					$	0.68500

2014
First quarter	$	11.43	$	9.83	$	0.16625
Second quarter	11.49		10.62		0.16625
Third quarter	12.02		10.92		0.16625
Fourth quarter	12.02		11.06		0.17000
Total					$	0.66875

The closing sale price per share of our common stock on February 19, 2016 , as reported by the NYSE, was $11.09 . As of February 19, 2016 , there were approximately 3,200 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

We intend to pay regular quarterly dividends to our stockholders, although all future distributions will be declared and paid at the discretion of the board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the board of directors deems relevant.

Recent Sales of Unregistered Securities; Use of Proceeds From Registered Securities

None.

Issuer Purchases of Equity Securities

We did not repurchase equity securities during the fourth quarter of 2015.

Equity Compensation Plan Information

Our equity compensation plan information required by this item will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

Performance Graph

The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

The following graph shows our cumulative total stockholder return for the period beginning with the initial listing of our common stock on the NYSE on September 20, 2012 and ending on December 31, 2015 , with stock prices retroactively adjusted for the Merger Exchange Ratio. The graph assumes a $100 investment in each of the indices on September 20, 2012 and the reinvestment of all dividends. Our stock price performance shown in the following graph is not indicative of future stock price performance.



	Period Ended
Index:	9/20/2012		12/31/2012		12/31/2013		12/31/2014		12/31/2015
Spirit Realty Capital, Inc.	$	100	$	121	$	136	$	175	$	158
S&P 500	$	100	$	98	$	130	$	148	$	150
NAREIT US Equity REIT Index	$	100	$	105	$	105	$	135	$	139

Item 6. Selected Financial Data

The following tables set forth, on a historical basis, selected financial and operating data for the Company. The following data should be read in conjunction with our financial statements and notes thereto and Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.

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	Years Ended December 31,
	2015 ⁽¹⁾			2014 ⁽¹⁾			2013 ⁽¹⁾			2012			2011
	(Dollars in thousands, except share and per share data)
Operating Data:
Revenues:
Rentals	$	634,151		$	574,456		$	404,402		$	266,567		$	255,672
Interest income on loans receivable	6,948			7,239			5,928			5,696			6,772
Earned income from direct financing leases	3,024			3,343			1,572			—			—
Tenant reimbursement income	15,952			13,085			5,637			—			—
Other income and interest from real estate transactions	7,260			4,748			1,928			852			786
Total revenues	667,335			602,871			419,467			273,115			263,230
Expenses:
General and administrative	47,730			44,252			35,146			36,252			27,854
Restructuring charges	7,056			—			—			—			—
Finance restructuring costs	—			13,022			717			—			—
Merger costs	—			—			56,644			—			—
Property costs	27,715			23,383			11,760			5,176			4,693
Real estate acquisition costs	2,739			3,631			1,718			1,054			553
Interest	222,901			220,070			179,267			156,220			169,343
Depreciation and amortization	260,633			247,966			164,054			104,984			103,179
Impairments (recoveries)	69,734			36,019			(185		)	8,918			5,646
Total expenses	638,508			588,343			449,121			312,604			311,268
Income (loss) from continuing operations before other expense and income tax expense	28,827			14,528			(29,654		)	(39,489		)	(48,038		)
Other expense:
Loss on debt extinguishment	(3,162		)	(64,750		)	(2,405		)	(32,522		)	—
Total other expense	(3,162		)	(64,750		)	(2,405		)	(32,522		)	—
Income (loss) from continuing operations before income tax (expense) benefit	25,665			(50,222		)	(32,059		)	(72,011		)	(48,038		)
Income tax (expense) benefit	(601		)	(673		)	(1,113		)	(504		)	60
Income (loss) from continuing operations	25,064			(50,895		)	(33,172		)	(72,515		)	(47,978		)
Discontinued operations: ⁽²⁾
Income (loss) from discontinued operations	98			3,368			(2,077		)	(369		)	(13,149		)
Gain (loss) on disposition of assets	590			488			36,926			(3,349		)	(2,736		)
Income (loss) from discontinued operations	688			3,856			34,849			(3,718		)	(15,885		)
Income (loss) before gain on disposition of assets	25,752			(47,039		)	1,677			(76,233		)	(63,863		)
Gain on disposition of assets	88,978			13,240			—			—			—
Net income (loss)	114,730			(33,799		)	1,677			(76,233		)	(63,863		)
Less: preferred dividends	—			—			—			(63		)	(16		)
Net income (loss) attributable to common stockholders	$	114,730		$	(33,799	)	$	1,677		$	(76,296	)	$	(63,879	)
Net income (loss) per share of common stock—basic:
Continuing operations	$	0.26		$	(0.10	)	$	(0.14	)	$	(0.92	)	$	(0.97	)
Discontinued operations	—			0.01			0.14			(0.05		)	(0.33		)
Net income (loss) per share attributable to common stockholders—basic	$	0.26		$	(0.09	)	$	0.00		$	(0.97	)	$	(1.30	)
Net income (loss) per share of common stock—diluted:
Continuing operations	$	0.26		$	(0.10	)	$	(0.14	)	$	(0.92	)	$	(0.97	)
Discontinued operations	—			0.01			0.14			(0.05		)	(0.33		)
Net income (loss) per share attributable to common stockholders—diluted	$	0.26		$	(0.09	)	$	0.00		$	(0.97	)	$	(1.30	)
Weighted average shares of common stock outstanding:

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Basic common shares ⁽³⁾	432,222,953		386,809,746		255,020,565		78,625,102		49,265,701
Diluted common shares ⁽³⁾	432,545,625		386,809,746		255,020,565		78,625,102		49,265,701
Dividends declared per common share issued ⁽⁴⁾	$	0.68500	$	0.66875	$	0.65843	$	0.17480	$	—

⁽¹⁾ As a result of the Merger completed on July 17, 2013, Operating Data includes the results of operations from the acquired properties for a full year in 2015 and 2014 and for less than half a year in 2013.
⁽²⁾ Includes gains, losses and results of operations from all property dispositions and from properties classified as held for sale at the end of the period for all periods prior to 2014. During 2015 and 2014, only those properties classified as held for sale as of December 31, 2013 are reported as discontinued operations and will continue to be reported as such until they are disposed.
⁽³⁾ Historical weighted average number of shares of common stock outstanding (basic and diluted) have been adjusted for the Merger Exchange Ratio. No potentially dilutive securities were included as their effect would be anti-dilutive on results from continuing operations.
⁽⁴⁾ Dividends declared per common share issued for the years ended December 31, 2013 and 2012 have been adjusted for the Merger.



	Years Ended December 31,
	2015 ⁽¹⁾			2014 ⁽¹⁾			2013 ⁽¹⁾			2012			2011
	(Dollars in thousands)
Balance Sheet Data (end of period):
Gross investments, including related lease intangibles	$	8,303,574		$	8,044,363		$	7,235,732		$	3,654,925		$	3,582,870
Net investments	7,426,605			7,317,560			6,743,439			3,119,608			3,147,109
Cash and cash equivalents	21,790			176,181			66,588			73,568			49,536
Total assets ⁽³⁾	7,918,996			7,970,669			7,211,068			3,245,938			3,225,628
Total debt, net ⁽³⁾	4,092,787			4,323,302			3,758,241			1,893,139			2,621,213
Total liabilities ⁽³⁾	4,429,165			4,652,568			4,093,034			1,992,495			2,699,268
Total stockholders' equity ⁽²⁾	3,489,831			3,318,101			3,118,034			1,253,443			526,360

Other Data:
FFO ⁽⁴⁾	$	354,686		$	236,490		$	139,487		$	52,830		$	69,766
AFFO ⁽⁴⁾	$	378,050		$	320,785		$	208,853		$	119,248		$	99,574
Number of properties in investment portfolio	2,629			2,509			2,186			1,207			1,153
Owned properties occupancy at period end (based on number of properties)	99		%	98		%	99		%	99		%	98		%

⁽¹⁾ As a result of the Merger completed on July 17, 2013, Balance Sheet Data and Other Data include the impact of the acquired properties for the years ended December 31, 2015, 2014 and 2013.

⁽²⁾ Stockholders’ equity for the year ended December 31, 2012 includes the issuance of 33.35 million shares of our common stock in connection with the IPO.

⁽³⁾ During 2015, we elected to early adopt ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, in which capitalized deferred financing costs, previously recorded in deferred costs and other assets on the consolidated balance sheets, are presented as a direct deduction from the carrying amount of the debt liability to which these costs relate, and this presentation is retrospectively applied to prior periods. Capitalized deferred financing costs incurred in connection with the 2013 Credit Facility and 2015 Credit Facility continue to be presented in deferred costs and other assets, net on the consolidated balance sheets as amounts can be drawn and repaid periodically, which is in accordance with ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements .

⁽⁴⁾ We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net losses (gains) from property dispositions. FFO is a supplemental non-GAAP financial measure. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, gains and losses from property dispositions and impairment charges, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year-over-year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market

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conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other equity REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance.

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. Accordingly, AFFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, including merger, finance and other restructuring costs, default interest on non-recourse mortgage indebtedness, debt extinguishment gains (losses), transaction costs incurred in connection with the acquisition of real estate investments subject to existing leases and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents, amortization of above and below market rent on our leases, amortization of lease incentives, amortization of net premium (discount) on loans receivable and amortization of capitalized lease transaction costs), non-cash interest expense (comprised of amortization of deferred financing costs and amortization of net debt discount/premium) and non-cash compensation expense (stock-based compensation expense). In addition, other equity REITs may not calculate AFFO as we do, and, accordingly, our AFFO may not be comparable to such other equity REITs' AFFO. AFFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered as an alternative to net income determined in accordance with GAAP as a performance measure. The following table sets forth a reconciliation of our FFO and AFFO to net income (loss) (computed in accordance with GAAP) for the periods presented.

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	Years Ended December 31,
	2015			2014			2013			2012			2011
	(Dollars in thousands)
Net income (loss) attributable to common stockholders ⁽¹⁾	$	114,730		$	(33,799	)	$	1,677		$	(76,296	)	$	(63,879	)
Add/(less):
Portfolio depreciation and amortization
Continuing operations	260,257			247,587			163,874			104,929			103,086
Discontinued operations	—			—			3,545			7,116			8,691
Portfolio impairments
Continuing operations	69,236			36,013			183			9,098			2,546
Discontinued operations	34			417			7,134			4,634			16,586
Realized (gain) loss on sales of real estate ⁽²⁾	(89,571		)	(13,728		)	(36,926		)	3,349			2,736
Total adjustments	239,956			270,289			137,810			129,126			133,645

FFO	$	354,686		$	236,490		$	139,487		$	52,830		$	69,766
Add/(less):
Loss (gain) on debt extinguishment
Continuing operations	3,162			64,750			2,405			32,522			—
Discontinued operations	—			—			(1,028		)	—			—
Restructuring charges	7,056			—			—			—			—
Loss on derivative instruments related to term note extinguishment	—			—			—			8,688			1,025
Expenses incurred to secure lenders’ consents to the IPO	—			—			—			4,743			374
Expenses incurred to amend term note	—			—			—			—			7,226
Litigation	—			—			—			—			151
Cole II Merger related costs ⁽³⁾	—			—			66,700			—			—
Master Trust Exchange Costs	—			13,022			717			—			—
Real estate acquisition costs	2,739			3,631			1,718			1,054			553
Non-cash interest expense	10,367			5,175			8,840			16,495			22,704
Non-cash revenues	(20,930		)	(16,732		)	(18,755		)	(3,015		)	(2,225		)
Accrued interest and fees on defaulted loans	7,649			3,103			—			—			—
Non-cash compensation expense	13,321			11,346			8,769			5,931			—
Total adjustments to FFO	23,364			84,295			69,366			66,418			29,808

AFFO	$	378,050		$	320,785		$	208,853		$	119,248		$	99,574

FFO per share of common stock
Diluted ^{(4) (5)}	$	0.82		$	0.61		$	0.54		$	0.57		$	1.42
AFFO per share of common stock
Diluted ^{(4) (6)}	$	0.87		$	0.82		$	0.81		$	1.14		$	2.02
Weighted average shares of common stock outstanding:
Basic	432,222,953			386,809,746			255,020,565			78,625,102			49,265,701
Diluted	432,545,625			387,585,580			255,210,757			112,509,283			49,265,701

⁽¹⁾ Amount is net of distributions paid to preferred stockholders for the years ended December 31, 2012 and 2011.

⁽²⁾ Includes amounts related to discontinued operations.

⁽³⁾ Includes $10.1 million of interest expense charges related to the Merger.

⁽⁴⁾ Assumes the issuance of potentially issuable shares unless the result would be anti-dilutive.

⁽⁵⁾ FFO per share for the years ended December 31, 2015, 2014 and 2013 deducts dividends paid to participating stockholders of $696 , $1,099 and $1,291 , respectively, in its computation. FFO per share for the year ended December 31, 2012 adds back cash and non-cash interest savings under the "if converted method" of $11,578 for assumed conversion of the term note in the computation of diluted FFO per share.

⁽⁶⁾ AFFO per share for the years ended December 31, 2015, 2014 and 2013 deducts dividends paid to participating stockholders of $696 , $1,099 and $1,291 , respectively, in its computation. AFFO per share for the year ended December 31, 2012 adds back cash interest savings under the "if converted method" of $9,020 for assumed conversion of the term note in the computation of diluted AFFO per share.

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Adjusted Debt, Adjusted EBITDA and Annualized Adjusted EBITDA



	December 31,
	2015			2014 ⁽⁶⁾
	(in thousands)
Revolving Credit Facilities	$	—		$	15,114
Term Loan, net	322,902			—
Mortgages and notes payable, net	3,079,787			3,629,998
Convertible Notes, net	690,098			678,190
	4,092,787			4,323,302
Add/(less):
Preferred stock	—			—
Unamortized debt (premium) discount, net	52,203			51,586
Unamortized deferred financing costs	41,577			46,332
Cash and cash equivalents	(21,790		)	(176,181		)
Cash reserves on deposit with lenders as additional security classified as other assets	(24,660		)	(46,481		)
Total adjustments	47,330			(124,744		)
Adjusted Debt ⁽¹⁾	$	4,140,117		$	4,198,558

	Three Months Ended December 31,
	2015			2014
	(Dollars in thousands)
Net income attributable to common stockholders	$	11,348		$	34,113
Add/(less): ⁽²⁾
Interest	54,147			56,144
Depreciation and amortization	65,173			63,380
Income tax (benefit) expense	(106		)	87
Total adjustments	119,214			119,611
EBITDA	$	130,562		$	153,724
Add/(less): ⁽²⁾
Restructuring charges	6,956			—
Real estate acquisition costs	617			1,259
Impairments (recoveries)	13,506			(5,631		)
Realized gain on sales of real estate	(6,993		)	(11,557		)
Loss on debt extinguishment	5,651			254
Total adjustments to EBITDA	19,737			(15,675		)
Adjusted EBITDA ⁽³⁾	$	150,299		$	138,049
Annualized Adjusted EBITDA ⁽⁴⁾	$	601,196		$	552,196

Adjusted Debt / Annualized Adjusted EBITDA ⁽⁵⁾	6.9			7.6

⁽¹⁾ Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium and deferred financing costs, as further reduced by cash and cash equivalents and cash reserves on deposit with lenders as additional security. By excluding unamortized debt discount/premium and deferred financing costs, cash and cash equivalents, and cash reserves on deposit with lenders as additional security, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition.

⁽²⁾ Adjustments include all amounts charged to continuing and discontinued operations.

⁽³⁾ Adjusted EBITDA represents EBITDA modified to include other adjustments to GAAP net income (loss) attributable to common stockholders for restructuring charges, real estate acquisition costs, impairment losses, gains/losses from the sale of real estate and debt transactions and other items that we do not consider to be indicative of our on-going operating performance. We focus our business plans to enable us to sustain increasing shareholder value. Accordingly, we believe that excluding these items,

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which are not key drivers of our investment decisions and may cause short-term fluctuations in net income, provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should not be considered alternatives to net income (loss) or as an indicator of financial performance. A reconciliation of net income (loss) attributable to common stockholders (computed in accordance with GAAP) to EBITDA and Adjusted EBITDA is included in the financial information in the above table.

⁽⁴⁾ Adjusted EBITDA of the current quarter multiplied by four.

⁽⁵⁾ Adjusted Debt to Annualized Adjusted EBITDA is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments, and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations over time. We believe the ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs, and therefore, may not be comparable to such other REITs.

⁽⁶⁾ Certain reclassifications were made to the prior period to conform to the current period presentation.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a self-administered and self-managed REIT with in-house capabilities including acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting and capital markets. We primarily invest in single-tenant, operationally essential real estate throughout the U.S., which are generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high-quality tenants with business operations within predominantly retail, but also office and industrial property types. Single-tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans to provide a range of financing solutions to our tenants.

We generate our revenue primarily by leasing our properties to our tenants. As of December 31, 2015 , our undepreciated investment in real estate and loans totaled approximately $8.30 billion , representing investments in 2,629 properties, including properties securing our mortgage loans. Of this amount, 98.7% consisted of our investment in real estate, representing ownership of 2,485 properties, and the remaining 1.3% consisted of commercial mortgage and other loans receivable primarily secured by the remaining 144 real properties or other related assets.

Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns 1.0% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners, and together own the remaining 99.0% of the Operating Partnership. Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for property owned by such third parties. In general, any partnership interests in the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when such partnership interests in the Operating Partnership are issued.

As of December 31, 2015 , our owned properties were approximately 98.6% occupied (based on number of properties), and our leases had a weighted average non-cancelable remaining lease term (based on total rental revenue) of approximately 10.7 years. Our leases are generally originated with long lease terms, typically non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional years. As of December 31, 2015 , approximately 88% of our single-tenant properties (based on Normalized Rental Revenue) provided for increases in future annual base contractual rent.

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2015 Highlights

For the year ended December 31, 2015 :


•	Generated revenues of $667.3 million , a 10.7% increase over revenues reported during the year ended December 31, 2014 .


•	Generated AFFO of $0.87 per diluted share, FFO of $0.82 per diluted share, and net income of $0.26 per share.


•	Closed 97 real estate transactions totaling $889.2 million , which added 232 properties to our portfolio, earning an initial weighted average cash yield of 7.68% under leases with an average term of 16.4 years.


•	Sold 110 properties generating gross proceeds of $546.9 million , with a weighted average capitalization rate of 7.22% , including 34 Shopko properties for approximately $300.7 million , resulting in an overall gain on sale of $89.6 million , including $0.6 million reflected in discontinued operations.


•	Reduced Shopko concentration to 9.1% of Normalized Revenue from 14.0% at December 31, 2014 .


•	Strengthened our balance sheet and acquisition capacity:


◦	Issued 23.0 million shares of common stock in a follow-on offering at $11.85 per share, including the underwriter’s option to purchase additional shares, raising net proceeds of $268.7 million .


◦	Sold 6.6 million shares of common stock under our ATM program, at a weighted average share price of $12.07 , generating aggregate net proceeds of $78.5 million .


◦	Entered into a new $600.0 million unsecured Credit Agreement and terminated our $400.0 million secured revolving credit facility.


◦	Entered into a new $325.0 million Term Loan Agreement and increased the Term Loan to $370.0 million during the fourth quarter of 2015.


◦	Extinguished $536.6 million of high coupon debt that had a 5.73% weighted average rate.

Factors that May Influence Our Operating Results

Acquisitions

Our principal line of business is acquiring commercial real estate properties and leasing these properties to our tenants. Our ability to grow revenue and produce superior risk adjusted returns will principally depend on our ability to acquire additional properties that meet our investment criteria at a yield sufficiently in excess of our cost of capital. We primarily focus on opportunities to acquire attractive commercial real estate by providing capital to small and middle-market companies that we conclude have stable and proven operating histories and attractive credit characteristics, but lack the access to capital that large companies often have. Small and middle-market companies are often willing to enter into leases with structures and terms that we consider appealing (such as master leases and leases that require ongoing tenant financial reporting) and that we believe increase the security of rental payments.

In the year ended December 31, 2015 , we acquired 232 properties for a gross investment of $889.2 million in 97 real estate transactions, including follow-on investments, with a weighted average initial cash yield of 7.68% and a weighted average remaining lease term of 16.4 years. Of the 232 properties acquired during 2015, 78.1% of the gross investments were direct sale leasebacks, and 96.0% of the gross investments were retail. During the year ended December 31, 2014 , we acquired 361 properties for a gross investment of $971.7 million in 82 real estate transactions, including follow-on investments, with a weighted average initial cash yield of 7.55% and a weighted average remaining lease term of 15.7 years.

Operationally Essential Real Estate with Long-Term Leases

We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that our tenant would choose not to renew an expiring lease or reject a lease in bankruptcy. In addition, we seek to enter into leases with relatively long terms, typically with initial terms of 15 to 20 years and tenant renewal options for additional terms with attractive rent escalation provisions. As of December 31, 2015 , our leases had a weighted average remaining lease term of approximately 10.7 years (based on rental revenue) compared to approximately 10.8 years as of December 31, 2014 . Approximately 18.6% of our leases (based on rental revenue) as of December 31, 2015 will expire prior to January 1, 2021.

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Portfolio Diversification

Our strategy emphasizes a portfolio that (1) derives no more than 10% of its annual rent from any single tenant and no more than 1.0% of its annual rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration.

As of December 31, 2015 , Shopko represents our most significant tenant. Following the 2014 restructuring of the Shopko master lease and defeasance of the related secured indebtedness, we have continued our objective to reduce the tenant concentration of Shopko. During the year ended December 31, 2015 , we sold 34 Shopko properties having an investment value of $287.1 million . These sales, coupled with our increased rental revenue from real estate investments of $889.2 million during the past 12 months, have reduced our current Shopko tenant concentration to 9.1% for the three months ended December 31, 2015 compared to 14.0% for the corresponding period in 2014.

84 Properties, LLC, with a 2.9% tenant concentration as of December 31, 2015 , represents our third most significant tenant. As of December 31, 2015 , there were 108 properties under a master lease subject to senior mortgage debt with $68.5 million of principal outstanding, which reflects a partial principal repayment of $68.7 million in the fourth quarter 2015. The master lease agreement includes a purchase option, which upon 180 days prior written notice, 84 Properties, LLC can elect to purchase all of the properties from us prior to the end of the 10th, 15th and 20th years of the lease. The purchase option does not allow for a purchase of less than all of the properties. The option purchase price is equal to 100% of our gross purchase price of approximately $200.6 million in May 2007, plus any subsequent improvements and other capitalized costs incurred in connection with the properties (as defined in the master lease agreement). 84 Properties, LLC will be eligible to execute its first purchase option in May 2017 and, if it elects to exercise it, 84 Properties, LLC will need to provide written notice in December 2016 of their intent to purchase the properties.

We believe that our experience, in-depth market knowledge and extensive network of long-standing relationships in the real estate industry will continue to provide us access to an ongoing pipeline of attractive acquisitions. However, because we primarily use external financing to fund acquisitions, periods of volatility in the credit and capital markets that may negatively affect the amounts, sources and cost of capital available to us could force us to limit our acquisition activity. Additionally, to the extent that we access capital at a higher cost (reflected in higher interest rates for debt financing or lower stock price for equity financing), our financial results could be adversely affected.

Our Leases

Rent Escalators

Generally, our single-tenant leases contain contractual provisions increasing the rental revenue over the term of the lease at specified dates by: (1) a fixed amount or (2) the lesser of (a) 1 to 1.25 times any increase in CPI over a specified period or (b) a fixed percentage, typically 1% to 2% per year. The percentage of our single-tenant properties (based on Normalized Rental Revenue) containing rent escalators decreased slightly to approximately 88% as of December 31, 2015 compared to approximately 89% as of December 31, 2014 .

Master Lease Structure

Where appropriate, we seek to enter into master leases, pursuant to which we lease multiple properties to a single tenant on an “all or none” basis. We seek to use the master lease structure to prevent a tenant from unilaterally giving up underperforming properties while retaining well-performing properties. We had 124 active master leases with properties ranging from 2 to 189 and a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue) of 13.6 years as of December 31, 2015 compared to 105 active master leases with properties ranging from 2 to 191 and a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue) of 13.6 years as of December 31, 2014 .

Master lease revenue contributed approximately 46% of our Normalized Rental Revenue during the year ended December 31, 2015 compared to approximately 45% for the same period in 2014 . One master lease, consisting of 81 and 112 properties, contributed 7.7% and 12.3% of our Normalized Revenue during the three months ended December 31, 2015 and 2014 , respectively. Our smallest master lease, consisting of 2 properties, contributed less than 1% to our Normalized Revenue in each of the years ended December 31, 2015 and 2014 , respectively. As of

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December 31, 2015 , the majority of our master leases include between two and eight properties.

Triple-Net Leases

Our leases are predominantly triple-net, which require the tenant to pay all property operating expenses such as real estate taxes, insurance premiums and repair and maintenance costs. As a result of our Merger, we acquired a limited number of single and double-net leases where we initially incur property expenses for which we are ultimately reimbursed by the tenant, subject to certain caps and limitations as provided in the leases. We occasionally enter into leases, or acquire properties with existing leases, pursuant to which we retain responsibility for the costs of structural repair, maintenance and certain other property costs. Although such leases have not historically resulted in significant costs to us, an increase in costs related to these responsibilities could negatively impact our operating results. Similarly, an increase in the vacancy rate of our portfolio would increase our costs, as we would be responsible for expenses that our tenants are currently required to pay. As of December 31, 2015 , approximately 86.0% of our properties (based on Normalized Rental Revenue) are subject to triple-net leases compared to approximately 85.5% as of December 31, 2014 .

Impact of Inflation

Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Since tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not adversely affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, our leases generally provide for rent escalators designed to mitigate the effects of inflation over a lease’s term. However, since some of our leases do not contain rent escalators and many that do limit the amount by which rent may increase, any increase in our rental revenue may not keep up with the rate of inflation.

Asset Management

The stability of the rental revenue generated by our properties depends principally on our and our tenants’ ability to 1) pay rent and our ability to collect rent due, 2) renew expiring leases or re-lease space upon expiration or other termination, 3) lease or dispose of currently vacant properties, and 4) maintain or increase rental rates. Each of these could be negatively impacted by adverse economic conditions, particularly those that affect the markets in which our properties are located, downturns in our tenants’ industries, increased competition for our tenants at our property locations, or the bankruptcy of one or more of our tenants. We seek to manage these risks by using our developed underwriting and risk management processes to structure and manage our portfolio.

On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of ours under a master lease with initial monthly rents of $1.4 million and an initial lease expiration date of February 28, 2035. Haggen Holdings, LLC is the guarantor of the tenant’s obligations under that master lease. Our subsidiary and the debtors entered into a settlement agreement whereby our subsidiary consented to the partial assumption and partial rejection of the master lease permitting (a) the assumption of nine stores subject to the lease and their assignment to three unaffiliated grocery operators with winning bids in an auction of the respective leaseholds, (b) the rejection of the leasehold with respect to six of the stores and their return to our possession, and (c) the assumption and continued operation by the tenant of five of the stores. Under the settlement agreement, our subsidiary received an unsecured stipulated damages claim for $21.0 million against each of Haggen Operations Holdings, LLC and Haggen Holding, LLC, as well as certain agreed upon fees, expenses and cure payments in the bankruptcy. The court approved the settlement agreement in an order entered November 25, 2015. The bankruptcy proceeding remains ongoing, and there is no guaranty that the claims will be paid or otherwise satisfied in full.

Active Management and Monitoring of Risks Related to Our Investments

We seek to measure tenant financial distress risk and lease renewal risk through various processes. Many of our tenants are required to provide corporate-level and or unit-level financial information, which includes balance sheet, income statement and cash flow statement data on a quarterly and/or annual basis, and approximately 63.8% of our leases as of December 31, 2015 require the tenant to provide property-level performance information, which includes

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income statement data on a quarterly and/or annual basis. To assist in our determination of a tenant’s credit quality, we license a product from Moody’s Analytics that provides an estimated default frequency and a “shadow rating,” and we evaluate a lease’s property-level rent coverage ratio. We also review current market data and our historical recovery rates on re-leased properties and property dispositions. Our underwriting and risk management processes are designed to structure new investments and manage existing investments to address and mitigate tenant credit quality risks and preserve the long-term return on our invested capital. We continuously monitor our underperforming and non-performing properties for potential re-lease or disposition which may trigger impairment charges when the expected future cash flows from these properties are less than their net book value. Since our inception, our occupancy has never been below 96.1% (based on number of properties), despite the economic downturn of 2008 through 2010. The percentage of our properties (based on number of properties) that were occupied increased slightly to approximately 98.6% as of December 31, 2015 from approximately 98.4% as of December 31, 2014 .

We monitor and manage the diversification of our real estate investment portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. During the three months ended December 31, 2015 and 2014, we reduced our tenant concentrations, with no tenant exceeding 4.0% of our Normalized Revenue, and no one single property contributing more than 1.5% of our Normalized Revenue during the three months ended December 31, 2015 compared to 1.6% during the three months ended December 31, 2014 , in each case excluding Shopko. We lease 139 properties to Shopko, 137 of which are under three master leases that had a weighted average non-cancelable remaining lease term of approximately 13.7 years and 14.7 years as of December 31, 2015 and 2014 , respectively. Because a significant portion of our revenue is derived from rental revenue received from Shopko, defaults, breaches or delays in rent payments by Shopko may materially and adversely affect us.

In June 2014, we released 112 Shopko properties (relating to a single master lease) from the security liens under a master loan agreement through the defeasance of an aggregate loan principal balance of approximately $488.7 million. In December 2014, we amended one of the master leases concerning these 112 properties to permit us to sell properties or sub-portfolios leased thereunder and extended the weighted average lease term by approximately five years to 15.9 years. The total annual rent of $74.7 million under the master lease remained unchanged by the amendment; however, future sales of Shopko properties would reduce the individual rents thereunder. In connection with the amendment to the master lease, we made a one-time payment of $18.8 million to Shopko which is amortized as a reduction to rental revenue over the remaining lease term. Any below market rent intangibles related to the properties for which the lease term was extended were written off as of December 31, 2014, resulting in a $9.8 million reduction to total impairment charges in our consolidated results of operations. We also agreed to pay to Shopko $50,000 for each property to which we assign our rights under the amended master lease, with such payment due at the time of the respective assignment. During the year ended December 31, 2015, we sold 34 Shopko properties for gross sales proceeds of $300.7 million and relet four additional properties to a new tenant.

Capital Recycling

We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives, considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, and tenant operation type (e.g., industry, sector, or concept/brand), as well as potential uses of proceeds and tax considerations. As part of this strategy, we attempt at times to enter into 1031 Exchanges, when possible, to defer some or all of the taxable gains on the dispositions, if any, for federal and state income tax purposes.

The timing of any potential dispositions will depend on market conditions and other factors, including but not limited to, our capital needs and ability to defer some or all of the taxable gains on the sales. We can provide no assurance that we will dispose of any additional properties or that future acquisitions and/or dispositions, if any, will qualify as 1031 Exchanges. Furthermore, we can provide no assurance that we will deploy the proceeds from future dispositions in a manner that produces comparable or better yields.

Capital Funding

Our principal demands for funds are for property acquisitions, payment of principal and interest on our outstanding indebtedness, operating and property maintenance expenses and distributions to our stockholders. Generally, cash needs for payments of principal and interest, operating and property maintenance expenses and distributions to stockholders will be generated from cash flows from operations, which are primarily driven by the rental income received from our leased properties, interest income earned on loans receivable and interest income on our cash balances.

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We generally temporarily fund the acquisition of real estate utilizing our Revolving Credit Facilities, followed by permanent financing through asset level financing or by issuing debt or equity securities.

Debt Capital Structure

As of December 31, 2015 , we had an approximately $4.19 billion principal balance outstanding consisting primarily of $3.11 billion of non-recourse mortgage indebtedness, $747.5 million of unsecured Convertible Notes, $325.0 million under our Term Loan and the borrowing capacity of $591.7 million and $45.0 million under our unsecured 2015 Credit Facility and Term Loan, respectively, and a $40.0 million Line of Credit, which expires in March 2016 (each described in “Liquidity and Capital Resources - Description of Certain Debt” below). These Revolving Credit Facilities and Term Loan provide for financial flexibility to help fund future acquisitions and for general corporate purposes. Our non-recourse mortgage indebtedness is comprised of $1.36 billion of fixed-rate CMBS, including $81.5 million from acceleration of defaulted loans, $61.8 million of variable-rate CMBS and $1.69 billion in securitized net-lease mortgage notes under our Spirit Master Funding Program. Approximately $1.88 billion of our outstanding principal indebtedness is fully or partially amortizing, providing for an ongoing reduction in principal prior to maturity. Prior to January 1, 2019, contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $96.6 million , and we have $1.54 billion of balloon payments due at maturity under a number of different loans, which includes $81.5 million , including $8.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 4 separate CMBS loans.

Interest Costs

As of December 31, 2015 , the weighted average stated interest rate on our fixed and variable-rate debt under our CMBS and Master Trust Notes, excluding the amortization of deferred financing costs and debt discounts, was approximately 5.38% . The weighted average stated rate of our unsecured Convertible Notes as of December 31, 2015 was 3.28% . Our fixed-rate debt structure provides us with a stable and predictable cash requirement related to our debt service. The stated rate of our unsecured variable-rate Term Loan as of December 31, 2015 was 1.69% . The variable-rate CMBS loans consist of eight mortgage notes. We entered into interest rate swaps that effectively fixed the interest rates at approximately 5.14% on all of the variable-rate CMBS debt. We amortize on a non-cash basis the deferred financing costs and debt discounts/premiums associated with our fixed-rate debt to interest expense using the effective interest rate method over the terms of the related notes. For the year ended December 31, 2015 , non-cash interest expense recognized on our Revolving Credit Facilities, mortgages and notes payable, Convertible Notes and Term Loan totaled approximately $10.4 million . Any changes to our debt structure, including borrowings under our 2015 Credit Facility or debt financing associated with property acquisitions, could materially influence our operating results depending on the terms of any such indebtedness. A significant amount of our debt provides for scheduled principal payments. As principal is repaid, our interest expense decreases. Changing interest rates will increase or decrease the interest expense we incur on unhedged variable interest rate debt and may impact our ability to refinance maturing debt.

Critical Accounting Policies and Estimates

Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements.

Real Estate Investments

Revenue Recognition

We lease real estate to our tenants under long-term, triple-net leases that are primarily classified as operating leases. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as

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we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers . Tenant receivables are carried net of the allowances for uncollectible amounts.

Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Our leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that we will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and we record a provision for losses against rental revenues if collectability of these future rents is not reasonably assured.

Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (1) 1 to 1.25 times any increase in the CPI over a specified period or (2) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, our inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and our view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.

Some of our leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, we recognize contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.

We suspend revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.

Lease termination fees are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met and are included in other income and interest from real estate transactions on our consolidated statements of operations.

Purchase Accounting and Acquisition of Real Estate; Property Held for Sale

When acquiring a property for investment purposes, we allocate the purchase price (including acquisition and closing costs) to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, we allocate the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, we use a number of sources, including independent appraisals and information obtained about each property as a result of our pre-acquisition due diligence and our marketing and leasing activities. Property classified as held for sale is recorded at the lower of its carrying value or its fair value less anticipated selling costs.

Lease Intangibles

Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on our estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and our estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.

In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if we believe it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in our consolidated statements of operations.

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Impairment

We review our real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.

Provision for Doubtful Accounts

We review our rent receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a write-off of the specific receivable will be made. Uncollected accounts receivable are written off against the allowance when all possible means of collection have been exhausted. For accrued rental revenues related to the straight-line method of reporting rental revenue, we establish a provision for losses based on our estimate of uncollectible receivables and our assessment of the risks inherent in our portfolio, giving consideration to historical experience and industry default rates for long-term receivables.

Loans Receivable

In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage loans receivable. Mortgage loans are secured by single-tenant, operationally essential real estate. The loans are carried at cost, including related unamortized premiums.

Revenue Recognition

Interest income on mortgage loans is recognized using the effective interest method applied on a loan-by-loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the terms of the related loans using the effective interest method. A loan is placed on non-accrual status when the loan has become 60 days past due or earlier if we believe full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received.

Impairment and Provision for Loan Losses

We periodically evaluate the collectability of our loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of our allowance for loan losses. A loan is determined to be impaired when, in management's judgment based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted.

Accounting for Derivative Financial Instruments and Hedging Activities

We use derivative instruments such as interest rate swaps and caps for purposes of reducing exposures to fluctuations in interest rates associated with certain of our financing transactions. We may incur additional variable-rate debt in the future, including amounts borrowed under the Term Loan and amounts that we may borrow under the 2015 Credit Facility, and we may choose to seek to hedge the interest rate risk ascribed with any such debt. At the inception of a hedge transaction, we enter into a contractual arrangement with the hedge counterparty and formally document the relationship between the derivative instrument and the financing transaction being hedged, as well as our risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter,

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a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.

The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in accumulated other comprehensive loss within stockholders’ equity. Changes in fair value reported in other comprehensive loss are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense.

Income Taxes

Our REIT Status

We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such a manner. To maintain our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate level federal income tax on the earnings distributed to our stockholders that we derive from our REIT qualifying activities. We are still subject to state and local income and franchise taxes and to federal income and excise tax on our undistributed income. If we fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Our TRS

We have elected, together with certain of our subsidiaries, to treat such subsidiaries as our TRS for federal income tax purposes. A taxable REIT subsidiary generally may provide both customary and non-customary services to tenants of its parent REIT and engage in other activities that the parent REIT may not engage in directly without adversely affecting its qualification as a REIT. Currently, our TRS do not provide any services to our tenants or conduct other material activities. However, one or more TRS of ours may in the future provide services to certain of our tenants. We may form additional taxable REIT subsidiaries in the future, and we may contribute some or all of our interests in certain wholly-owned subsidiaries or their assets to a TRS of ours. Any income earned by our TRS will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax, and state and local income tax (where applicable), as a regular C corporation, the income earned by our TRS generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Historically, we have not actively pursued or engaged in material activities that would require the use of our TRS.

Updates to REIT Rules

The PATH Act was enacted on December 18, 2015 and contains several provisions pertaining to REIT qualification and taxation. Below is a summary of those provisions which apply to our current operations:


•	For taxable years beginning before January 1, 2018, no more than 25% of the value of our assets may consist of stock or securities of one or more taxable REIT subsidiaries. For taxable years beginning after December 31, 2017, the PATH Act reduces this limit to 20%. We do not anticipate this provision to have a material impact on our investments in taxable REIT subsidiaries.

•

For taxable years beginning after December 31, 2015, certain obligations secured by a mortgage on both real property and personal property will be treated as a qualifying real estate asset and give rise to qualifying income for purposes of the 75% gross income test if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property. We do not anticipate this provision to have a material impact on our ability to meet the 75% gross income test.

Table of Contents

•

For taxable years beginning after December 31, 2015, a 100% excise tax is imposed on “redetermined TRS service income,” which is income of a taxable REIT subsidiary attributable to services provided to, or on behalf of its associated REIT and which would otherwise be increased on distribution, apportionment, or allocation under Section 482 of the Code. We do not anticipate this provision to have a material impact on how we currently utilize our taxable REIT subsidiaries nor any tax arising out of such utilization.

•

For taxable years beginning after December 31, 2015, the PATH Act expands the amount of property that a REIT may sell within the prohibited transactions safe harbor, in certain cases, from 10% of their total asset basis to 20%. However, REITs can only qualify for the safe harbor at the 20% or less level in a taxable year if the three-year average sales are 10% or less of their total asset basis. We do not anticipate this provision to have a material impact on our ability to meet the prohibited transactions safe harbor.

•

Additionally, if we acquire any asset from a corporation that is or has been a C corporation in a carry-over basis transaction, such as our Shopko acquisition in 2006, and we subsequently recognize gain on the disposition of the asset during the applicable recognition period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of the fair market value of the asset over our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. Previously, the applicable recognition period was generally ten years but had been reduced to a shorter period for certain taxable years. The PATH Act was signed into effect which made permanent a five-year recognition period, effective for taxable years beginning after December 31, 2014. As a result, the sale of our Shopko assets will not be subject to this built-in gains tax.

Share-Based Compensation

Under our Incentive Award Plan, we may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Incentive Award Plan. Awards granted under the Incentive Award Plan may require service-based vesting over a period of years subsequent to the grant date and resulting equity-based compensation expense, measured at the fair value of the award on the date of grant, will be recognized as an expense in our consolidated financial statements over the vesting period.

Results of Operations

Comparison of the Years Ended December 31, 2015 and 2014

The following discussion includes the results of our continuing operations as summarized in the table below:



	Years Ended December 31,
	2015			2014			Change			% Change
	(in thousands)
Revenues:
Rentals	$	634,151		$	574,456		$	59,695		10.4	%
Interest income on loans receivable	6,948			7,239			(291		)	(4.0	)%
Earned income from direct financing leases	3,024			3,343			(319		)	(9.5	)%
Tenant reimbursement income	15,952			13,085			2,867			21.9	%
Other income and interest from real estate transactions	7,260			4,748			2,512			52.9	%
Total revenues	667,335			602,871			64,464			10.7	%
Expenses:
General and administrative	47,730			44,252			3,478			7.9	%
Restructuring charges	7,056			—			7,056			NM
Finance restructuring costs	—			13,022			(13,022		)	(100.0	)%
Property costs	27,715			23,383			4,332			18.5	%
Real estate acquisition costs	2,739			3,631			(892		)	(24.6	)%
Interest	222,901			220,070			2,831			1.3	%
Depreciation and amortization	260,633			247,966			12,667			5.1	%
Impairment	69,734			36,019			33,715			93.6	%
Total expenses	638,508			588,343			50,165			8.5	%
Income from continuing operations before other expense and income tax expense	28,827			14,528			14,299			98.4	%
Other expense:
Loss on debt extinguishment	(3,162		)	(64,750		)	61,588			95.1	%
Total other expense	(3,162		)	(64,750		)	61,588			95.1	%
Income (loss) from continuing operations before income tax expense	25,665			(50,222		)	75,887			NM
Income tax expense	(601		)	(673		)	72			10.7	%
income (loss) from continuing operations	$	25,064		$	(50,895	)	$	75,959		NM

Gain on disposition of assets	$	88,978		$	13,240		$	75,738		NM

NM - Percentages over 100% are not displayed.

Revenues

For the year ended December 31, 2015 , 95.5% of our total revenues were generated from long-term leases of our owned properties. The year over year increase of 10.7% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2014 .

Rentals

The year-over-year increase in rental revenue was primarily attributable to the acquisition of 232 properties with a gross investment in real estate of $889.2 million during the year ended December 31, 2015 . This increase was partially offset by the sale of 110 properties during the same period having a real estate investment value of $541.9 million .

During the year ended December 31, 2015 and 2014 , non-cash rentals were $23.4 million and $19.3 million , respectively, representing approximately 3.7% and 3.4% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2014 also contributed to the increase.

As of December 31, 2015 , 98.6% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in the restaurant, grocery and manufacturing industries. As of December 31, 2015 and 2014 , respectively, 36 and 37 of our properties, representing approximately 1.4% and 1.6% of our owned properties, were vacant and not generating rent. Of the 36 vacant properties, 12 were held for sale as of December 31, 2015 .

Tenant reimbursement income

We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.

Other income and interest on real estate transactions

The net change is primarily attributable to lease settlement fees in 2015 of $5.8 million related to three tenants compared to income of $2.7 million from a legal settlement associated with the resolution of a dispute with a tenant during 2014.

Expenses

General and administrative

The year-over-year increase in general and administrative expenses is primarily due to higher compensation and related benefits of $4.8 million, which includes $1.7 million related to non-cash stock compensation. The increase in compensation and related benefits is primarily attributable to the acceleration of cash and non-cash stock compensation of approximately $2.2 million related to the departure of certain executive officers during the year ended December 31, 2015 . The balance of the increase in compensation and related benefits is primarily attributable to an increase in employee headcount and salaries between the comparable periods. During the year ended December 31, 2014 , $1.7 million of CAM receivables, acquired in the Cole II Merger, were deemed uncollectible and written off, which partially offset the year-over-year increase.

Restructuring charges

During the three months ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas are recognized as the liability is incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third party consulting fees, will be recognized when incurred. The Company currently anticipates to incur total costs of approximately $20.0 million related to this relocation. This amount includes an estimated $4.8 million in capitalized costs related to tenant improvements and fixtures for the new corporate headquarters. In February 2016, the Company signed a lease for the new corporate headquarters in Dallas. We anticipate we will begin occupying the new corporate headquarters in the summer of 2016 with the move finalized by the end of 2016. There were no such costs incurred during the year ended December 31, 2014.

Finance restructuring costs

In connection with the Exchange Offer, we incurred costs of approximately $13.0 million during the year ended December 31, 2014, which included legal, accounting and financial advisory services, and other third-party expenses. No such costs were incurred during the year ended December 31, 2015 .

Property costs

For the year ended December 31, 2015 , property costs were $27.7 million (including $16.0 million of tenant reimbursables) compared to $23.4 million (including $13.1 million of tenant reimbursables) for the same period in 2014. The increase in property costs is primarily attributable to increases in operating costs, such as utilities and property taxes at certain vacant properties, and general operating costs at various properties that allow for reimbursement of such costs. The increase in tenant reimbursables represents the corresponding increase in general reimbursable operating costs.

Interest

Year-over-year interest was relatively unchanged. The higher Convertible Notes interest during the current period was due to the timing of our $747.5 million May 2014 offering. Total cash interest was reduced due to the retirement of high interest rate mortgage notes and maintaining a lower average outstanding principal balance under our Revolving Credit Facilities. During 2015, we extinguished $536.6 million of mortgage notes with a weighted average interest rate of 5.73%, and our average principal balance drawn on our Revolving Credit Facilities was $48.0 million during 2015 compared to $81.3 million during 2014. The reduction in cash interest was offset by an increase in interest incurred on our Term Loan, which closed in November 2015, and the timing of the $510.0 million Master Trust 2014 Notes offering, with a weighted average interest rate of 4.30%, in December 2014.

Non-cash interest increased $5.2 million resulting primarily from the amortization of capitalized deferred financing costs associated with the Master Trust 2014 Notes offering as well as the debt discount associated with our Convertible Notes offering.

The following table summarizes our interest expense on related borrowings from continuing operations:



	Years Ended December 31,
	2015		2014
	(in thousands)
Interest expense – Revolving Credit Facilities ⁽¹⁾	$	2,698	$	3,597
Interest expense - Term Loan	888		—
Interest expense – mortgages and notes payable	184,439		196,246
Interest expense – Convertible Notes	24,509		15,046
Interest expense – other	—		6
Non-cash interest expense:
Amortization of deferred financing costs	7,937		5,899
Amortization of net losses related to interest rate swaps	108		125
Amortization of debt (premium)/discount, net	2,322		(849		)
Total interest expense	$	222,901	$	220,070

⁽¹⁾ Includes non-utilization fees of approximately $1.6 million and $1.2 million for the years ended December 31, 2015 and 2014 , respectively.

Depreciation and amortization

Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 232 properties, representing a gross investment in real estate of $889.2 million , during the year ended December 31, 2015 . The increase was partially offset by dispositions of 110 properties during 2015 with a real estate investment value of $541.9 million .

The following table summarizes our depreciation and amortization expense from continuing operations:



	Years Ended December 31,
	2015		2014
	(in thousands)
Depreciation of real estate assets	$	210,395	$	194,383
Other depreciation	375		379
Amortization of lease intangibles	49,863		53,204
Total depreciation and amortization	$	260,633	$	247,966

Impairments

During the year ended December 31, 2015 , we incurred impairment losses of $55.4 million primarily from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 26 properties held for sale during the period incurred impairment losses of $14.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note. During the year ended December 31, 2014, we recorded impairment losses of $36.0 million. These charges included $18.6 million on the impairment of 19 properties that were held for sale, including two multi-tenant properties, and $22.7 million of impairment on twelve properties which were underperforming. Of the twelve underperforming properties, seven were in the manufacturing industry relating to one original tenant, three were in the quick service restaurant industry, one in the home furnishings industry and one in the pharmaceutical industry. In addition during the year ended December 31, 2014, lease intangible write-offs resulted in a net credit to impairment of $4.8 million primarily due to the write-off of below market rent intangible liabilities following the amendment to the Shopko master lease.

The following summarizes our impairment loss from continuing operations:



	Years Ended December 31,
	2015		2014
	(in thousands)
Real estate and intangible asset impairment	$	67,570	$	40,311
Write-off of lease intangibles due to lease terminations, net	1,666		(4,820		)
Loans receivable impairment	324		—
Total impairments from real estate investment net assets	69,560		35,491
Other impairment	174		528
Total impairment loss	$	69,734	$	36,019

Other expense

During the year ended December 31, 2015 , we recognized a loss on debt extinguishment of $3.2 million . The loss included approximately $8.1 million in defeasance costs and fees paid for the retirement of $536.6 million of debt. This amount was partially offset by an agreed upon reduction in principal to a portion of a defaulted CMBS note that exceeded the proceeds from the sale of four properties that secured the loan. During the year ended December 31, 2014 , we recorded a loss on debt extinguishment of $64.8 million . The loss on debt extinguishment was related to the retirement of certain senior mortgage notes payable with an aggregate principal balance of $583.8 million . The loss on debt extinguishment was primarily the result of costs incurred related to the Shopko defeasance.

Gain on disposition of assets

During the year ended December 31, 2015 , we recorded gains totaling $89.0 million from continuing operations on the disposition of certain real estate assets. These gains are primarily attributable to a $73.8 million gain from the sale of 34 Shopko properties. The Shopko property sales are consistent with management's strategic decision to reduce our Shopko tenant concentration while maximizing our investment value. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties. During 2014, we disposed of 32 properties, and recorded gains totaling $13.2 million from continuing operations. An additional $0.5 million in gains were recorded in discontinued operations from the sale of six properties during 2014.

Results of Operations

Comparison of the Years Ended December 31, 2014 and 2013

The following discussion includes the results of our continuing operations as summarized in the table below:



	Years Ended December 31,
	2014			2013			Change			% Change
	(in thousands)
Revenues:
Rentals	$	574,456		$	404,402		$	170,054		42.1	%
Interest income on loans receivable	7,239			5,928			1,311			22.1	%
Earned income from direct financing leases	3,343			1,572			1,771			NM
Tenant reimbursement income	13,085			5,637			7,448			NM
Other income and interest from real estate transactions	4,748			1,928			2,820			NM
Total revenues	602,871			419,467			183,404			43.7	%
Expenses:
General and administrative	44,252			35,146			9,106			25.9	%
Finance restructuring costs	13,022			717			12,305			NM
Merger costs	—			56,644			(56,644		)	NM
Property costs	23,383			11,760			11,623			98.8	%
Real estate acquisition costs	3,631			1,718			1,913			NM
Interest	220,070			179,267			40,803			22.8	%
Depreciation and amortization	247,966			164,054			83,912			51.1	%
Impairment (recoveries)	36,019			(185		)	36,204			NM
Total expenses	588,343			449,121			139,222			31.0	%
Income (loss) from continuing operations before other expense and income tax expense	14,528			(29,654		)	44,182			NM
Other expense:
Loss on debt extinguishment	(64,750		)	(2,405		)	(62,345		)	NM
Total other expense	(64,750		)	(2,405		)	(62,345		)	NM
Loss from continuing operations before income tax expense	(50,222		)	(32,059		)	(18,163		)	(56.7	)%
Income tax expense	(673		)	(1,113		)	440			39.5	%
Loss from continuing operations	$	(50,895	)	$	(33,172	)	$	(17,723	)	(53.4	)%

Gain on disposition of assets	$	13,240		$	—		$	13,240		NM

NM - Percentages over 100% are not displayed.

Revenues

For the year ended December 31, 2014, 95.8% of our total revenues were generated from long-term leases of our owned properties. As more fully described below, the year-over-year increase in total revenue was due primarily to $136.7 million of additional revenue provided by the properties acquired in the Merger. The remaining increase is attributable to an increase in base rental revenue resulting from $971.7 million of non-Merger real estate investments acquired subsequent to December 31, 2013 and contractual rent increases, net of $117.8 million of real estate investment value related to properties sold in 2014.

Rentals

The year-over-year increase in rental revenue was primarily attributable to $123.1 million of rental income generated from properties acquired in the Merger. Additionally, the acquisition of 361 properties with a gross investment value of $971.7 million and contractual rent increases on our existing leases further contributed to the increase. During the third quarter of 2013, we recognized $10.9 million of previously unrecognized straight-line rent due primarily to our determination that the risk of loss associated with a specific tenant had decreased due to the tenant’s sustained improvement in financial performance. This change of estimate during the prior period partially offset the increase in rental revenues attributable to our 2014 property acquisition activity noted above.

Rental revenue attributable to the amortization of non-cash rent for the years ended December 31, 2014 and 2013 was $19.3 million and $20.1 million, respectively, representing approximately 3.4% and 5.0% of total rental revenue from continuing operations for the years ended December 31, 2014 and 2013, respectively.

As of December 31, 2014, 98.4% of our owned properties were occupied (based on number of properties). The majority of our non-performing leases were in the restaurant and manufacturing industries. At December 31, 2014 and 2013, 37 and 21 of our properties, representing approximately 1.6% and 1.0%, respectively, of our owned properties, were vacant and not generating rent. The increase in the number of vacant properties is primarily attributable to the bankruptcy of two tenants under two master leases comprising 17 properties within the restaurant and manufacturing industries. Eight of our vacant properties were held for sale as of December 31, 2014.

Interest income on loans receivable and other income

The year-over-year increase in interest income on loans receivable and other income was attributable to $3.3 million of additional income from loans receivable acquired in the Merger, which was partially offset by the decrease in income as a result of the prepayment of six notes totaling $11.4 million during 2013, as well as scheduled maturities and a reduction in interest amortization subsequent to December 31, 2013.

In connection with the Merger, we acquired a number of properties accounted for as direct financing leases which generated earned income of $3.3 million for the year ended December 31, 2014. During the year ended December 31, 2013, these properties were in our portfolio for less than half a year and generated earned income of $1.6 million.

Tenant reimbursement income recorded for the year ended December 31, 2014 of $13.1 million is offset by expenses recorded under property costs related to certain non-triple net properties acquired in the Merger. During the year ended December 31, 2013, tenant reimbursement income of $5.6 million was recognized on certain properties acquired in the Merger for less than half a year.

Other income and interest from real estate transactions contributed $4.7 million and $1.9 million for the years ended December 31, 2014 and 2013, respectively. The increase is primarily attributable to income of $2.7 million from a legal settlement associated with the resolution of a dispute with a tenant during 2014. During the same period in 2013, $0.9 million was attributable to a lease termination fee received from a tenant.

Expenses

General and administrative

During the year ended December 31, 2014, we incurred higher compensation and related benefits of $5.8 million due primarily to higher non-cash stock compensation of $2.7 million and higher wages and employee benefits of $2.2 million due to hiring additional personnel subsequent to the Merger and servicing our expanded portfolio. Professional fees for accounting, tax, consulting and other outside services increased $1.2 million during 2014, primarily due to higher costs incurred for compliance and consulting fees resulting from the integration of the net assets acquired in the Merger. In addition, during the year ended December 31, 2014, $1.7 million of CAM receivables acquired in the Merger were deemed uncollectible and written off to bad debt expense. These increases in 2014 were partially offset by lower corporate legal costs and a reduction in the use of temporary employment services.

Finance restructuring costs

In connection with the Exchange Offer, we incurred costs of approximately $13.0 million during the year ended December 31, 2014, which included legal, accounting and financial advisory services, and other third-party expenses. We incurred $0.7 million of such costs during the same period during the fourth quarter of 2013.

Merger costs

During the year ended December 31, 2013, we incurred Merger related costs of approximately $56.6 million. These costs included legal, accounting and financial advisory services, debt financing related costs, and other third-party expenses. Merger related costs represent costs incurred specifically to consummate the Merger transaction and no such costs were incurred during the same period in 2014. Costs incurred to integrate the net assets acquired in the Merger are reflected in general and administrative expenses.

Property costs

Of the year-over-year increase in property costs, $10.8 million is attributable to the year-over-year reimbursable costs incurred on non-triple-net leases acquired in the Merger during the second half of 2013. The remaining increase is mostly attributable to higher insurance premiums, legal fees, and repair and maintenance costs associated with managing the expanded portfolio.

Interest

The year-over-year increase in interest expense was primarily due to the assumption of debt of $1.8 billion in connection with our Merger on July 17, 2013. Additionally, interest expense increased as a result of our $747.5 million second quarter 2014 Convertible Notes offering and the $330.0 million Master Trust 2013 notes offering in December 2013.These increases were offset by the extinguishment of $583.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.41% during the year ended December 31, 2014.

The following table summarizes our interest expense on related borrowings from continuing operations:



	Years Ended December 31,
	2014			2013
	(in thousands)
Interest expense – Revolving Credit Facilities ⁽¹⁾	$	3,597		$	3,037
Interest expense – mortgages and notes payable	196,246			157,903
Interest expense – Convertible Notes	15,046			—
Interest expense – other	6			475
Non-cash interest expense:
Amortization of deferred financing costs ⁽²⁾	5,899			13,188
Amortization of net losses related to interest rate swaps	125			11
Amortization of debt (premium)/discount, net	(849		)	4,653
Total interest expense	$	220,070		$	179,267

⁽¹⁾ Includes non-utilization fees of approximately $1.2 million and $0.7 million for the years ended December 31, 2014 and 2013, respectively.

⁽²⁾ Includes $9.5 million arising from financing commitments related to the Merger for the year ended December 31, 2013.

Depreciation and amortization

Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. Of the year-over-year total increase, a significant portion relates to depreciation and amortization on assets acquired in the Merger, with the remainder related to $971.7 million of gross investment in real estate throughout 2014.

The following table summarizes our depreciation and amortization expense from continuing operations:



	Years Ended December 31,
	2014		2013
	(in thousands)
Depreciation of real estate assets	$	194,383	$	130,285
Other depreciation	379		180
Amortization of lease intangibles	53,204		33,589
Total depreciation and amortization	$	247,966	$	164,054

Impairments (recoveries)

During the year ended December 31, 2014, we recorded impairment losses of $36.0 million. These charges included $18.6 million on the impairment of 19 properties that were held for sale, including two multi-tenant properties, and $22.7 million of impairment losses on twelve properties which were underperforming. Of the twelve underperforming properties, seven were in the manufacturing industry relating to one original tenant, three were in the quick service restaurant industry, one in the home furnishings industry and one in the pharmaceutical industry. In addition during the year ended December 31, 2014, lease intangible write-offs resulted in a net credit to impairment of $4.8 million primarily due to the write-off of below market rent intangible liabilities following the amendment to the Shopko master lease. Beginning January 1, 2014, as a result of our adoption of ASU 2014-08, impairment losses incurred on properties classified as held for sale are prospectively reported in continuing operations. Impairment losses incurred on properties that were held for sale at or prior to December 31, 2013, are and will continue to be reflected in discontinued operations during those periods. We strategically seek to identify non-performing properties that we may re-lease or dispose of in an effort to improve our returns. The disposition or re-leasing of non-performing or underperforming properties may trigger impairment charges when the expected future cash flows from the properties for sale or re-lease are less than their net book value.

The following summarizes our impairment loss (recovery) from continuing operations:



	Years Ended December 31,
	2014			2013
	(in thousands)
Real estate and intangible asset impairment	$	40,311		$	182
Write-off of lease intangibles due to lease terminations, net	(4,820		)	—
Loan receivable impairment recovery	—			(367		)
Total impairments from real estate investment net assets	35,491			(185		)
Other impairment	528			—
Total impairment loss (recovery)	$	36,019		$	(185	)

Other expense

During the year ended December 31, 2014, we recorded a loss on debt extinguishment of $64.8 million, which is recorded in other expense. The loss on debt extinguishment was related to the retirement of certain senior mortgage notes payable with an aggregate principal balance of $583.8 million. The loss on debt extinguishment was primarily

the result of costs incurred related to the Shopko defeasance. During the year ended December 31, 2013, we recognized a loss on debt extinguishment of $2.4 million.

Income tax expense

The year-over-year decrease in income tax expense was primarily attributable to the deferred state tax expense recognized in 2013 from our Merger and the state built-in gain tax recognized in 2013 related to one property sale.

Discontinued operations

As a result of our adoption of ASU 2014-08, the properties that were reported as held for sale as of December 31, 2013, will continue to be reported under the prior standards and will be presented in discontinued operations until they are disposed of. The presentation of prior periods reflect accounting treatment under the previous standard in which gains, losses and operations from all property dispositions during a period or from properties classified as held for sale at the end of the period, were reclassified to and reported as part of “discontinued operations.”

We recognized income from discontinued operations of $3.9 million and $34.8 million for the years ended December 31, 2014 and 2013, respectively. For 2014, $2.9 million of the income was attributable to the receipt of a lease termination fee related to a property that was sold. The 2013 income included a $35.5 million gain attributable to the sale of a multi-tenant property. Non-cash impairment charges included in income from discontinued operations for the years ended December 31, 2014 and 2013 were $0.4 million and $7.1 million, respectively.

Gain on disposition of assets

During 2014, we disposed of 32 properties and recorded gains totaling $13.2 million from continuing operations. An additional $0.5 million in gains were recorded in discontinued operations from the sale of six properties during 2014. No such gains or losses were recorded during the year ended December 31, 2013.

Liquidity and Capital Resources

Short-term Liquidity and Capital Resources

On a short-term basis, our principal demands for funds will be for operating expenses, including financing of acquisitions, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common stockholders, primarily through cash provided by operating activities and borrowings under the 2015 Credit Facility and Term Loan. On March 31, 2015, the Operating Partnership entered into the Credit Agreement, establishing a $600.0 million unsecured credit facility and terminated its $400.0 million 2013 Credit Facility previously in place. On November 3, 2015, the Operating Partnership entered into the Term Loan Agreement that provides for a $325.0 million senior unsecured term facility that was upsized to $370.0 million on December 3, 2015. Our 2015 Credit Facility and Term Loan increases our capacity to fund acquisitions, while continuing to meet our short-term working capital requirements. As of December 31, 2015 , $591.7 million and $45.0 million of borrowing capacity was available under the 2015 Credit Facility and Term Loan, respectively. In addition, we have $40.0 million of borrowing capacity available under our Line of Credit as of December 31, 2015 , which is set to expire in March 2016.

We have a shelf registration statement on file with the SEC under which we may issue secured or unsecured indebtedness and equity financing through the instruments and on the terms most attractive to us at such time. During 2015, we sold an aggregate total of 6.6 million shares under our ATM Program for net proceeds of $78.5 million after payment of commissions and other issuance costs of $1.3 million . The net proceeds were contributed to the Operating Partnership to fund acquisitions, repay borrowings under the Revolving Credit Facilities and for general corporate purposes. As of December 31, 2015 , $103.6 million in gross proceeds capacity remained available under the ATM Program. In addition, during April 2015, we completed an underwritten public offering of 23.0 million shares of our common stock and raised net proceeds of $268.7 million . The net proceeds from the offering were used to repay the outstanding balances under the 2015 Credit Facility and Line of Credit. The remaining net proceeds were used to fund acquisitions and for general corporate purposes (including additional repayments of borrowings outstanding from time to time under the Revolving Credit Facilities). Further, in February 2016, our Board of Directors approved a stock repurchase program, which authorizes us to purchase up to $200.0 million of our common stock in the open market or through private transactions from time to time over the next 18 months. Purchase activity will be dependent on

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various factors, including our capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at its discretion. We intend to fund any repurchases with the net proceeds from asset sales, cash flow from operations, existing cash on the balance sheet and other sources.

Long-term Liquidity and Capital Resources

We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, obtaining asset level financing and occasionally by issuing fixed rate secured notes and bonds. We may continue to issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our 2015 Credit Facility or other indebtedness. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions to our stockholders.

Description of Certain Debt

Spirit Master Funding Program

The Spirit Master Funding Program is an asset-backed securitization platform in which we raise capital through the issuance of non-recourse net lease mortgage notes collateralized by commercial real estate, net leases and mortgage loans. The Spirit Master Funding Program allows us to issue notes that are secured by the assets of the special purpose entity note issuers that are pledged to the indenture trustee for the benefit of the noteholders and managed by the Operating Partnership as property manager. These Collateral Pools consist primarily of commercial real estate properties, the issuers’ rights in the leases of such properties and commercial mortgage loans secured by commercial real estate properties. In general, monthly rental and mortgage receipts with respect to the leases and mortgage loans are deposited with the indenture trustee who will first utilize these funds to satisfy the debt service requirements on the notes and any fees and costs associated with the administration of the Spirit Master Funding Program. The remaining funds are remitted to the issuers monthly on the note payment date.

In addition, upon satisfaction of certain conditions, the issuers may, from time to time, sell or exchange real estate properties or mortgage loans from the Collateral Pools. Proceeds from the sale of assets within the Collateral Pools are held on deposit by the indenture trustee until a qualifying substitution is made or the amounts are distributed as an early repayment of principal. At December 31, 2015 , $12.1 million was held on deposit and classified as restricted cash within deferred costs and other assets, net in our consolidated balance sheet included in this Annual Report on Form 10-K.

The Spirit Master Funding Program consists of two separate securitization trusts that have one or multiple bankruptcy-remote, special purpose entities as issuers of the Master Trust 2013 and Master Trust 2014 notes. Each issuer is an indirect wholly-owned subsidiary of ours. All outstanding series of Master Trust Notes were rated investment grade as of December 31, 2015 .

Master Trust 2013

In December 2013, an indirect wholly-owned subsidiary of ours issued $330.0 million aggregate principal amount of net-lease mortgage notes comprised of $125.0 million of 3.89% interest only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.

Master Trust 2014

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In May 2014, we completed our Exchange Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The revisions to Master Trust 2014, in connection with the issuance of the new notes, generally provide the Operating Partnership more administrative flexibility as property manager and special servicer. In addition, there is no requirement that the new notes be insured by third party financial guaranty insurance as were the old notes and we no longer pay the associated insurance premium which approximated $0.2 million per month during the applicable periods of 2014. The Exchange Offer was accounted for as a debt modification and the related costs of $13.0 million and $0.7 million for the years ended December 31, 2014 and 2013, respectively, are classified as finance restructuring costs in our consolidated statements of operations included in this Annual Report on Form 10-K.

In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of ours, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest only through November 2017) expected to be repaid in January 2030.

The Master Trust Notes are summarized below:



	Stated Rates ⁽¹⁾		Remaining Term	December 31, 2015			December 31, 2014
			(in Years)	(in Thousands)
Series 2014-1 Class A1	5.1	%	4.5	$	65,027		$	75,489
Series 2014-1 Class A2	5.4	%	4.6	253,300			253,300
Series 2014-2	5.8	%	5.2	229,674			232,867
Series 2014-3	5.7	%	6.2	312,276			312,705
Series 2014-4 Class A1	3.5	%	4.1	150,000			150,000
Series 2014-4 Class A2	4.6	%	14.1	360,000			360,000
Total Master Trust 2014 notes	5.1	%	7.5	1,370,277			1,384,361
Series 2013-1 Class A	3.9	%	3.0	125,000			125,000
Series 2013-2 Class A	5.3	%	8.0	196,817			201,019
Total Master Trust 2013 notes	4.7	%	6.0	321,817			326,019
Total Master Trust Notes				1,692,094			1,710,380
Debt discount, net				(22,909		)	(26,903		)
Deferred financing costs, net				(19,345		)	(22,113		)
Total Master Trust Notes, net				$	1,649,840		$	1,661,364

⁽¹⁾ Represents the individual series stated interest rate as of December 31, 2015 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2015 .

As of December 31, 2015 , the Master Trust 2014 notes were secured by 942 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2015 , the Master Trust 2013 notes were secured by 312 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.

Convertible Notes

The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2015 and December 31, 2014 . Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million , accrue interest at 2.875% and are scheduled to mature on May 15, 2019 . The 2021 Notes, aggregate principal amount $345.0 million , accrue interest at 3.75% and are scheduled to mature on May 15, 2021 . As of December 31, 2015 , the carrying amount of the Convertible Notes was $690.1 million , which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.

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Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.

The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.

2015 Credit Facility

On March 31, 2015, the Operating Partnership entered into the Credit Agreement that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The 2015 Credit Facility was subsequently amended in November and matures on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements). The 2015 Credit Facility includes an accordion feature to increase the committed facility size to up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. The 2015 Credit Facility includes a $50.0 million sublimit for swingline loans and up to $60.0 million available for issuances of letters of credit. Swingline loans and letters of credit reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. The amendment provided the release of the subsidiary guarantors that were parties thereto and conforms certain of the terms and covenants to those in the Term Loan Agreement.

At the election of the Operating Partnership, the 2015 Credit Facility initially bears interest at our current leverage grid pricing equal to either LIBOR plus 1.40% to 1.90% per annum, or a specified base rate plus 0.40% to 0.90% per annum. In each case, the applicable rates depend on our leverage ratio. Per the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing will initially require at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s. No assurance can be provided that the Corporation will obtain such credit ratings. If the Corporation obtains such credit ratings, the 2015 Credit Facility will bear interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum based on the credit rating for the Corporation.

The Operating Partnership is initially required to pay a fee on the unused portion of the 2015 Credit Facility at a rate equal to either 0.15% or 0.25% per annum, based on percentage thresholds for the average daily amount by which the aggregate amount of the revolving credit commitment exceeds the aggregate principal amount of advances during a fiscal quarter. If the Corporation converts to credit rating based pricing, the Operating Partnership will instead be required to pay a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, depending on the credit rating for the Corporation.

The Operating Partnership may voluntarily prepay the 2015 Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the 2015 Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2015, there were no subsidiaries that met this requirement.

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•	Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00;


•	Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;


•	Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;


•	Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured cash interest expense) of 1.75:1.00;


•	Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00; and


•	Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.

In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.

As of December 31, 2015 , the Corporation and the Operating Partnership were in compliance with these covenants.

2013 Credit Facility

On March 31, 2015, the 2013 Credit Facility was terminated and its outstanding borrowings of $130.0 million were repaid with funds drawn on the 2015 Credit Facility. Properties securing this facility became unencumbered upon the termination.

Line of Credit

As of December 31, 2015 , the Line of Credit was undrawn and $40.0 million of borrowing capacity was available. The Line of Credit expires in March 2016.

Term Loan

On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million . Borrowings may be repaid without premium or penalty, and may be reborrowed within 30 days up to the then available loan commitment. Borrowings bear interest at either prime or LIBOR plus a margin, at the Operating Partnership’s option. During the quarter ended December 31, 2015 , the Term Loan bore interest at LIBOR plus 1.45% . Proceeds from the borrowing were primarily used to pay off amounts then outstanding under the 2015 Credit Facility and partially defease a certain CMBS loan balance.

Borrowings under the Term Loan bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum. The applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Corporation may make an irrevocable election to have the margin based upon its credit ratings, in which case borrowings under the Term Loan will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. No assurance can be provided that the Corporation will obtain such credit ratings.

The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan

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Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.

As of December 31, 2015 , $325.0 million of borrowings were outstanding and $45.0 million of borrowing capacity was available under the Term Loan. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:


•	Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions ;


•	Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;


•	Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;


•	Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;


•	Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and


•	Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.

In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.

As of December 31, 2015 , the Corporation and the Operating Partnership were in compliance with these financial covenants.

CMBS

We may use long-term, fixed-rate debt to finance our properties on a “match-funded” basis. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.

As of December 31, 2015 , we had 160 loans with approximately $1.42 billion of outstanding principal balances under our fixed and variable-rate CMBS loans, with a weighted average contractual interest rate of 5.78% and a weighted average maturity of 2.7 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include four separate fixed-rate CMBS loans that are in default due to the underperformance of the ten properties that secure them. As of December 31, 2015 , the aggregate principal balance under the defaulted CMBS loans was $81.5 million , including $8.2 million of default interest added to principal, and is discussed further below. Excluding these four loans, the outstanding principal obligations under our CMBS fixed and variable-rate loans as of December 31, 2015 was $1.34 billion .

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The table below shows the outstanding principal obligations of these CMBS fixed and variable-rate loans as of December 31, 2015 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the ten properties securing them.



Year of Maturity	Number of Loans	Number of Properties	Stated Interest Rate Range ⁽¹⁾	Weighted Average Stated Rate		Scheduled Principal ⁽²⁾		Balloon		Total
2016	37	97	5.28%-6.59%	6.08	%	$	1,240	$	183,284	$	184,524
2017	89	224	5.51%-6.62%	5.80	%	4,712		706,455		711,167
2018	12	93	3.90%-5.14%	4.72	%	671		119,537		120,208
2019	12	16	3.90%-4.61%	4.04	%	—		49,500		49,500
2020	—	—	—	—		—		—		—
Thereafter	6	100	4.67%-6.00%	5.35	%	34,717		240,380		275,097
Total	156	530		5.58	%	41,340		1,299,156		1,340,496

⁽¹⁾ The interest rate for variable-rate loans reflects the current hedged fixed rate.

⁽²⁾ Excluding loans maturing in 2016 , the scheduled principal will amortize subsequent to December 31, 2015 until the maturity date of the loans.

CMBS Liquidity Matters

During the second quarter of 2015, we posted two letters of credit aggregating approximately $18.0 million to replace reserves previously held in a lender-controlled/managed account for a certain CMBS loan. The reserve balance included an $8.0 million Additional Collateral Deposit requirement following an amended loan agreement in 2012. The remaining balance consisted primarily of Excess Cash reserves held as additional deposited collateral when certain financial performance covenants of the tenant were not achieved beginning in September 2013. During 2015, certain loan covenants permitting the borrower to terminate the cash sweep trigger event period were achieved and the long-term debt of the Corporation was rated at or above "BB" by S&P. As a result, the servicer allows future Excess Cash to be disbursed to us and the letter of credit pertaining to the Excess Cash reserves was canceled. Furthermore, following the termination of the cash sweep triggering event, the Corporation no longer must guarantee Excess Cash of approximately $15.0 million as previously required.

As of December 31, 2015 , we are in default on four separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $81.5 million . We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest, encumbering them. In February 2016, two properties within the education industry with a net book value of $19.9 million were sold. Under the direction of the lender, net sales proceeds of $14.9 million and $0.7 million of restricted cash was applied to reduce $13.6 million of principal and all of the accrued interest outstanding as of December 31, 2015.

The following table provides key elements of the defaulted mortgage loans (dollars in thousands):



Industry	Properties	Net Book Value		Monthly Base Rent		Pre-Default Outstanding Principal		Capitalized Interest ⁽¹⁾		Total Debt Outstanding		Restricted Cash ⁽²⁾		Stated Rate			Default Rate			Accrued Interest ⁽¹⁾
Drug Stores / Pharmacies	1	$	1,003	$	—	$	1,197	$	173	$	1,370	$	73	5.67	%		9.67	%		$	12
Home Furnishings	1	3,250		36		12,357		2,245		14,602		—		6.88	%		10.88	%		44
Manufacturing	5	21,813		50		34,434		5,786		40,220		10,073		5.85	%		9.85	%		297
Education	3	21,074		—		25,284		—		25,284		2,205		5.26	%		10.26	%		2,024
	10	$	47,140	$	86	$	73,272	$	8,204	$	81,476	$	12,351	5.82	%	⁽³⁾	10.16	%	⁽³⁾	$	2,377

⁽¹⁾ Interest capitalized to principal that remains unpaid.

⁽²⁾ Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.

⁽³⁾ Weighted average interest rate.

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Debt Maturities

Future principal payments due on our various types of debt outstanding as of December 31, 2015 (in thousands):



	Total		2016		2017		2018		2019		2020		Thereafter
Term Loan	$	325,000	$	—	$	—	$	325,000	$	—	$	—	$	—
Master Trust Notes	1,692,094		19,388		21,893		163,262		40,420		448,202		998,929
CMBS - fixed-rate ⁽¹⁾	1,360,215		272,536		711,904		61,632		53,405		4,100		256,638
CMBS - variable-rate	61,758		—		—		61,758		—		—		—
Convertible Notes	747,500		—		—		—		402,500		—		345,000
	$	4,186,567	$	291,924	$	733,797	$	611,652	$	496,325	$	452,302	$	1,600,567

⁽¹⁾ The CMBS - fixed-rate payment balance in 2016 includes $81.5 million , including $8.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 4 separate CMBS loans with stated maturities in 2015 and 2017.

Contractual Obligations

The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2015 , the table does not reflect available debt extensions (in thousands):



	Payment due by period
									More than
			Less than 1		1-3 years		3-5 years		5 years
Contractual Obligations	Total		Year (2016)		(2017-2018)		(2019-2020)		(after 2020)
Debt - Principal	$	4,186,567	$	291,924	$	1,345,449	$	948,627	$	1,600,567
Debt - Interest ⁽¹⁾	856,563		186,301		289,988		199,065		181,209
Acquisitions Under Contract ⁽²⁾	34,485		34,485		—		—		—
Capital Improvements	3,922		3,922		—		—		—
Operating Lease Obligations	23,799		1,813		3,845		3,965		14,176
Total	$	5,105,336	$	518,445	$	1,639,282	$	1,151,657	$	1,795,952

⁽¹⁾ Excludes interest on defaulted mortgage loans.

⁽²⁾ Contracts contain standard cancellation clauses contingent on results of due diligence.

⁽³⁾ Debt - Interest has been calculated based on outstanding balances as of December 31, 2015 through their respective maturity dates and includes the impact of interest rates swaps executed to fix floating rate indebtedness and excludes unamortized non-cash deferred financing costs of $41.6 million , unamortized debt discount of $52.2 million and any interest due on defaulted mortgage loans, including $2.4 million accrued as of December 31, 2015 .

Distribution Policy

Distributions from our current or accumulated earnings and profits are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings and profits, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.

We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).

We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.

Any distributions will be at the sole discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT

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taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant.

Cash Flows

Comparison of Years Ended December 31, 2015 and 2014

The following table presents a summary of our cash flows for the years ended December 31, 2015 and 2014 (in thousands):



	Years Ended
	December 31,
	2015			2014			Change
Net cash provided by operating activities	$	371,986		$	218,571		$	153,415
Net cash used in investing activities	(385,696		)	(878,030		)	492,334
Net cash (used in) provided by financing activities	(140,681		)	769,052			(909,733		)
Net (decrease) increase in cash and cash equivalents	$	(154,391	)	$	109,593		$	(263,984	)

As of December 31, 2015 , we had $21.8 million of cash and cash equivalents as compared to $176.2 million as of December 31, 2014 .

Operating Activities

Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.

The increase in net cash provided by operating activities was primarily attributable to an increase in cash revenue of $56.5 million , a decrease in debt extinguishment costs of $51.5 million , net changes in operating assets and liabilities of $35.8 million and prior year restructuring charges related to our Exchange Offer of $13.0 million .

The increase in revenue was primarily attributable to the acquisition of 232 properties, representing a gross investment in real estate during the year ended December 31, 2015 totaling $889.2 million partially offset by the disposition of 110 properties during the same period with a real estate investment value of $541.9 million .

Investing Activities

Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.

Net cash used in investing activities during 2015 included $876.0 million to fund the acquisition of 232 properties ( 114 of which were acquired through a $276.1 million non-cash 1031 Exchange) and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties ( 44 of which were disposed of through a $315.9 million non-cash 1031 Exchange). Net cash used in investing activities also included investment in loans receivable of $4.0 million partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million .

During the same period in 2014 , net cash used in investing activities included $958.0 million to fund the acquisition of 361 properties ( 16 of which were acquired through a $26.7 million non-cash 1031 Exchange) and capitalized real estate expenditures of $5.1 million partially offset by cash proceeds of $110.2 million from the disposition of 38 properties ( 2 of which were disposed of through a $5.9 million non-cash 1031 Exchange). Net cash used in investing activities also included transfers of sales proceeds to restricted cash accounts of $52.0 million partially offset by collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.1 million .

Financing Activities

Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under

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our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2015 was primarily attributable to repayment of our indebtedness of $512.5 million , the payment of dividends to equity owners of $292.3 million , both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million . These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million .

Net cash provided by financing activities during 2014 was attributable to our concurrent Convertible Notes and common stock offerings, sales of our common stock under our ATM Program and the net-lease mortgage notes issuance under our Spirit Master Funding Program in November 2014. Collectively these transactions raised approximately $1.7 billion in gross proceeds, net of common stock offering costs. The capital raised was used mostly to extinguish $583.8 million of our indebtedness, repay the amounts drawn against the 2013 Credit Facility and to fund certain acquisitions. Our net borrowings and proceeds from the issuance of common stock during the period were partially offset by $255.8 million for the payment of dividends to equity owners, which was paid primarily through sources from our operating cash flows.

Comparison of Years Ended December 31, 2014 and 2013

The following table presents a summary of our cash flows for the years ended December 31, 2014 and 2013 (in thousands):



	Years Ended
	December 31,
	2014			2013			Change
Net cash provided by operating activities	$	218,571		$	138,104		$	80,467
Net cash used in investing activities	(878,030		)	(159,593		)	(718,437		)
Net cash provided by financing activities	769,052			14,509			754,543
Net increase (decrease) in cash and cash equivalents	$	109,593		$	(6,980	)	$	116,573

As of December 31, 2014, we had $176.2 million of cash and cash equivalents as compared to $66.6 million as of December 31, 2013.

Operating Activities

The increase in net cash provided by operating activities was primarily attributable to an increase in cash revenue of $181.1 million and $56.6 million of Merger costs paid in 2013 partially offset by increases in cash paid for interest of $54.1 million and cash paid for the extinguishment of certain debt of $59.2 million, $12.3 million of finance restructuring costs related to our Exchange Offer and $10.9 million in higher property costs. The balance of the cash flow change is attributable to changes in operating assets and liabilities.

The increase to both revenue and cash paid for interest during the year ended December 31, 2014 is partly attributable to our Merger in the third quarter of 2013. As a result of the Merger, we added 747 properties and 69 secured mortgage loans to our portfolio and assumed $1.5 billion of mortgages and notes payable. Exclusive of the Merger, during the year ended December 31, 2014, we invested $971.7 million in real estate, which further contributed to our increased operating revenue and issued $747.5 million of Convertible Notes during the second quarter of 2014 and $330.0 million of 2013 Notes in the fourth quarter of 2013, which increased the amount of cash paid for interest during the current period.

Investing Activities

The increase in net cash used in investing activities during 2014 included $936.4 million to fund the acquisition of 361 properties and transfers of sales proceeds to restricted cash accounts of $52.0 million, partially offset by cash proceeds of $104.3 million from the disposition of 38 properties and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.1 million.

During the same period in 2013, net cash used in investing activities included $401.4 million to fund the acquisition of 194 properties, partially offset by cash proceeds of $205.8 million from the disposition of 21 properties, which includes $115.3 million from the sale of two multi-tenant properties acquired in the Merger, collections of principal on loans

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receivable totaling $15.3 million and transfers of sales proceeds from restricted cash accounts of $13.4 million. We also acquired $7.3 million of cash in connection with the Merger.

Financing Activities

Net cash provided by financing activities during the year ended December 31, 2014 was attributable to our concurrent Convertible Notes and common stock offerings, sales of our common stock under our ATM Program and the net-lease mortgage notes issuance under our Spirit Master Funding Program in November 2014. Collectively, these transactions raised approximately $1.7 billion in gross proceeds, net of common stock offering costs. The capital raised was used mostly to extinguish $583.8 million of our indebtedness, repay the amounts drawn against the 2013 Credit Facility and to fund certain acquisitions. Our net borrowings and proceeds from the issuance of common stock during the period were offset mostly by $255.8 million for the payment of dividends to equity owners, which was paid primarily through sources from our operating cash flows.

During the same period in 2013, financing activities can be attributed primarily to our Merger, which included net new borrowing proceeds of $203.7 million reduced by debt issuance costs, lender consent fees and escrow deposit requirements totaling $50.7 million and $136.1 million of dividends paid to our stockholders. The net new borrowing proceeds were used primarily to fund new acquisitions, pay Merger-related costs, and other general corporate expenses.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases, based on a fixed amount or the lesser of a multiple of the increase in the CPI over a specified period term or fixed percentage and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, where the tenant is responsible for property operating costs and expenses, our exposure to rising property operating costs due to inflation is mitigated.

Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and global economic and political conditions, and other factors which are beyond our control. Our operating results will depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facilities and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.

In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.

The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2015 , our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2015 , approximately $3.80 billion of our indebtedness consisted of long-term, fixed-rate obligations, consisting primarily of our Master Trust Notes, fixed-rate CMBS loans and Convertible Notes. As of December 31, 2015 , the weighted average stated interest rate of fixed-rate obligations, excluding amortization of deferred financing costs and debt discounts/premiums, was approximately 4.99% . As of December 31, 2015 , approximately $386.8 million of our indebtedness consisted of variable-rate obligations, consisting

of our Term Loan and our hedged variable-rate CMBS loans. As of December 31, 2015 , the weighted average stated interest rate of our variable-rate obligations, excluding amortization of deferred financing costs and debt discounts/premiums, was approximately 2.01% . If one-month LIBOR as of December 31, 2015 increased by 100 basis points, or 1.0%, the resulting increase in annual interest expense with respect to the $325.0 million outstanding under the Term Loan would impact our future earnings and cash flows by $3.3 million .

We intend to continue our practice of employing interest rate derivative contracts, such as interest rate swaps and futures, to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate changes. We do not intend to enter into derivative contracts for speculative or trading purposes. We generally intend to utilize derivative instruments to hedge interest rate risk on our liabilities and not use derivatives for other purposes, such as hedging asset-related risks. Hedging transactions, however, may generate income which is not qualified income for purposes of maintaining our REIT status. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT.

Even with hedging strategies in place, there can be no assurance that our results of operations will remain unaffected as a result of changes in interest rates. In addition, hedging transactions using derivative instruments involve additional risks such as counterparty credit risk and basis risk. Basis risk in a hedging contract occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective. We address basis risk by matching, to a reasonable extent, the contract index to the index upon which the hedged asset or liability is based. Our interest rate risk management policy addresses counterparty credit risk (the risk of nonperformance by counterparties) by requiring that we deal only with major financial institutions that we deem credit worthy.

The estimated fair values of our Revolving Credit Facilities, Term Loan, fixed-rate and variable-rate mortgages and notes payable and Convertible Notes have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads.

The following table discloses the fair value information for these financial instruments as of December 31, 2015 (in thousands):



	Carrying Value		Estimated Fair Value
Term Loan, net ⁽¹⁾	$	322,902	$	338,366
Mortgages and notes payable, net ⁽¹⁾	3,079,787		3,220,239
Convertible Notes, net ⁽¹⁾	690,098		713,095

⁽¹⁾ The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Spirit Realty Capital, Inc.:

We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Spirit Realty Capital, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Spirit Realty Capital, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Spirit Realty Capital, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 of Spirit Realty Capital, Inc. and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Phoenix, Arizona

February 26, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Spirit Realty Capital, Inc.

We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedules listed in the Index at Item 15(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Spirit Realty Capital, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, in the first quarter of 2015 the Company changed its presentation of debt issuance costs as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. Also, as discussed in Note 12 to the consolidated financial statements, in the first quarter of 2014 the Company changed its reporting of discontinued operations as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Spirit Realty Capital Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Phoenix, Arizona

February 26, 2016

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SPIRIT REALTY CAPITAL, INC.

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)



	December 31, 2015			December 31, 2014
Assets
Investments:
Real estate investments:
Land and improvements	$	2,710,888		$	2,614,630
Buildings and improvements	4,816,481			4,579,166
Total real estate investments	7,527,369			7,193,796
Less: accumulated depreciation	(860,954		)	(752,210		)
	6,666,415			6,441,586
Loans receivable, net	104,003			109,425
Intangible lease assets, net	526,718			590,073
Real estate assets under direct financing leases, net	44,324			56,564
Real estate assets held for sale, net	85,145			119,912
Net investments	7,426,605			7,317,560
Cash and cash equivalents	21,790			176,181
Deferred costs and other assets, net	179,180			185,507
Goodwill	291,421			291,421
Total assets	$	7,918,996		$	7,970,669

Liabilities and stockholders’ equity
Liabilities:
Revolving Credit Facilities	$	—		$	15,114
Term Loan, net	322,902			—
Mortgages and notes payable, net	3,079,787			3,629,998
Convertible Notes, net	690,098			678,190
Total debt, net	4,092,787			4,323,302
Intangible lease liabilities, net	193,903			205,968
Accounts payable, accrued expenses and other liabilities	142,475			123,298
Total liabilities	4,429,165			4,652,568
Commitments and contingencies (see Note 9)
Stockholders’ equity:
Common stock, $0.01 par value, 750,000,000 shares authorized: 441,819,964 shares and 411,350,440 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively	4,418			4,113
Capital in excess of par value	4,721,323			4,361,320
Accumulated deficit	(1,234,882		)	(1,046,249		)
Accumulated other comprehensive loss	(1,028		)	(1,083		)
Total stockholders’ equity	3,489,831			3,318,101
Total liabilities and stockholders’ equity	$	7,918,996		$	7,970,669

See accompanying notes.

SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Data)



	Years Ended December 31,
	2015			2014			2013
Revenues:
Rentals	$	634,151		$	574,456		$	404,402
Interest income on loans receivable	6,948			7,239			5,928
Earned income from direct financing leases	3,024			3,343			1,572
Tenant reimbursement income	15,952			13,085			5,637
Other income and interest from real estate transactions	7,260			4,748			1,928
Total revenues	667,335			602,871			419,467
Expenses:
General and administrative	47,730			44,252			35,146
Restructuring charges	7,056			—			—
Finance restructuring costs	—			13,022			717
Merger costs	—			—			56,644
Property costs	27,715			23,383			11,760
Real estate acquisition costs	2,739			3,631			1,718
Interest	222,901			220,070			179,267
Depreciation and amortization	260,633			247,966			164,054
Impairments (recoveries)	69,734			36,019			(185		)
Total expenses	638,508			588,343			449,121
Income (loss) from continuing operations before other expense and income tax expense	28,827			14,528			(29,654		)
Other expense:
Loss on debt extinguishment	(3,162		)	(64,750		)	(2,405		)
Total other expense	(3,162		)	(64,750		)	(2,405		)
Income (loss) from continuing operations before income tax expense	25,665			(50,222		)	(32,059		)
Income tax expense	(601		)	(673		)	(1,113		)
Income (loss) from continuing operations	25,064			(50,895		)	(33,172		)
Discontinued operations:
Income (loss) from discontinued operations	98			3,368			(2,077		)
Gain on disposition of assets	590			488			36,926
Income from discontinued operations	688			3,856			34,849
Income (loss) before gain on disposition of assets	25,752			(47,039		)	1,677
Gain on disposition of assets	88,978			13,240			—
Net income (loss) attributable to common stockholders	$	114,730		$	(33,799	)	$	1,677
Net income (loss) per share of common stock—basic:
Continuing operations	$	0.26		$	(0.10	)	$	(0.14	)
Discontinued operations	—			0.01			0.14
Net income (loss) per share attributable to common stockholders—basic	$	0.26		$	(0.09	)	$	0.00
Net income (loss) per share of common stock—diluted:
Continuing operations	$	0.26		$	(0.10	)	$	(0.14	)
Discontinued operations	—			0.01			0.14
Net income (loss) per share attributable to common stockholders—diluted	$	0.26		$	(0.09	)	$	0.00
Weighted average shares of common stock outstanding:
Basic	432,222,953			386,809,746			255,020,565
Diluted	432,545,625			386,809,746			255,020,565

See accompanying notes.

SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)



	Years Ended December 31,
	2015			2014			2013
Net income (loss) attributable to common stockholders	$	114,730		$	(33,799	)	$	1,677
Other comprehensive income (loss):
Change in net unrealized losses on cash flow hedges	(1,190		)	(1,760		)	(314		)
Net cash flow hedge losses reclassified to operations	1,245			1,315			447
Total comprehensive income (loss)	$	114,785		$	(34,244	)	$	1,810

See accompanying notes.

SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Stockholders’ Equity

(In Thousands, Except Share Data)



	Common Stock
	Shares		Par Value			Capital in Excess of Par Value		Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2012	161,625,144		$	1,616		$	1,827,632	$	(575,034	)	$	(771	)	$	1,253,443
Common shares issued in connection with merger	208,570,007		2,086			2,023,426		—			—			2,025,512
Net income	—		—			—		1,677			—			1,677
Other comprehensive income	—		—			—		—			133			133
Dividends declared on common stock	—		—			—		(169,395		)	—			(169,395		)
Repurchase of shares of common stock	(206,762	)	(2		)	—		(1,940		)	—			(1,942		)
Stock-based compensation, net	375,414		4			8,765		(163		)	—			8,606
Balances, December 31, 2013	370,363,803		3,704			3,859,823		(744,855		)	(638		)	3,118,034
Net loss	—		—			—		(33,799		)	—			(33,799		)
Other comprehensive loss	—		—			—		—			(445		)	(445		)
Dividends declared on common stock	—		—			—		(264,113		)	—			(264,113		)
Repurchase of shares of common stock	(266,837	)	(3		)	—		(2,917		)	—			(2,920		)
Issuance of shares of common stock, net	40,808,577		408			434,576		—			—			434,984
Embedded conversion premium of Convertible Notes, net	—		—			55,131		—			—			55,131
Exercise of stock options	20,000		—			183		—			—			183
Stock-based compensation, net	424,897		4			11,607		(565		)	—			11,046
Balances, December 31, 2014	411,350,440		4,113			4,361,320		(1,046,249		)	(1,083		)	3,318,101
Net income	—		—			—		114,730			—			114,730
Other comprehensive income	—		—			—		—			55			55
Dividends declared on common stock	—		—			—		(298,531		)	—			(298,531		)
Repurchase of shares of common stock	(426,158	)	(4		)	—		(4,268		)	—			(4,272		)
Issuance of shares of common stock, net	29,610,100		296			346,915		—			—			347,211
Exercise of stock options	5,000		—			46		—			—			46
Stock-based compensation, net	1,280,582		13			13,042		(564		)	—			12,491
Balances, December 31, 2015	441,819,964		$	4,418		$	4,721,323	$	(1,234,882	)	$	(1,028	)	$	3,489,831

See accompanying notes.

SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Cash Flows

(In Thousands)



	Years Ended December 31,
	2015			2014			2013
Operating activities
Net income (loss) attributable to common stockholders	$	114,730		$	(33,799	)	$	1,677
Adjustments to reconcile net income (loss) attributable to common stockholders to net cash provided by operating activities:
Depreciation and amortization	260,633			247,966			167,599
Impairments	69,768			36,436			6,949
Amortization of deferred financing costs	7,937			5,899			13,188
Derivative net settlements, amortization and terminations	(132		)	(114		)	(665		)
Amortization of debt discounts (premium)	2,322			(849		)	4,653
Stock-based compensation expense	13,321			11,346			8,769
Loss on debt extinguishment, net	3,162			64,750			1,377
Debt extinguishment costs	(8,112		)	(59,576		)	—
Gains on dispositions of real estate and other assets, net	(89,568		)	(13,728		)	(37,174		)
Non-cash revenue	(20,930		)	(16,732		)	(18,755		)
Other	151			260			(53		)
Changes in operating assets and liabilities:
Deferred costs and other assets, net	(604		)	(25,466		)	(7,255		)
Accounts payable, accrued expenses and other liabilities	13,382			2,178			(2,206		)
Accrued restructuring charges	5,926			—			—
Net cash provided by operating activities	371,986			218,571			138,104
Investing activities
Acquisitions of real estate	(875,983		)	(958,038		)	(408,436		)
Capitalized real estate expenditures	(10,269		)	(5,087		)	(13,169		)
Investments in loans receivable	(4,020		)	—			—
Collections of principal on loans receivable and real estate assets under direct financing leases	6,822			6,085			15,260
Proceeds from dispositions of real estate and other assets	496,646			110,185			246,783
Cash acquired in connection with merger	—			—			7,347
Transfers of net sales proceeds (to) from restricted accounts pursuant to 1031 Exchanges	(39,869		)	20,784			(20,784		)
Transfers of net sales proceeds from (to) Master Trust Release	40,977			(51,959		)	13,406
Net cash used in investing activities	(385,696		)	(878,030		)	(159,593		)

SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Cash Flows

(In Thousands)



	Years Ended December 31,
	2015			2014			2013
Financing activities
Borrowings under Revolving Credit Facilities	798,000			875,722			386,705
Repayments under Revolving Credit Facilities	(813,181		)	(895,661		)	(351,585		)
Repayment of line of credit previously belonging to Cole II	—			—			(324,111		)
Borrowings under mortgages and notes payable	—			518,846			620,290
Repayments under mortgages and notes payable	(512,486		)	(610,973		)	(127,572		)
Borrowings under Convertible Notes	—			747,500			—
Borrowings under Term Loan	325,000			—			—
Deferred financing costs	(6,150		)	(30,772		)	(34,399		)
Proceeds from issuance of common stock, net of offering costs	347,211			434,984			(518		)
Offering costs paid on equity component of Convertible Notes	—			(1,609		)	—
Purchase of treasury stock	(4,272		)	(2,920		)	(1,942		)
Consent fees paid to lenders	—			—			(5,449		)
Proceeds from exercise of stock options	46			183			—
Dividends paid/distributions to equity owners	(292,262		)	(255,771		)	(136,091		)
Transfers to (from) reserve/escrow deposits with lenders	17,413			(10,477		)	(10,819		)
Net cash (used in) provided by financing activities	(140,681		)	769,052			14,509
Net (decrease) increase in cash and cash equivalents	(154,391		)	109,593			(6,980		)
Cash and cash equivalents, beginning of period	176,181			66,588			73,568
Cash and cash equivalents, end of period	$	21,790		$	176,181		$	66,588

See accompanying notes.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements

December 31, 2015

Note 1. Organization

Company Organization and Operations

The Company operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.

The Company began operations through a predecessor legal entity in 2003. The Company became a public company in December 2004 and was subsequently taken private in August 2007 by a consortium of private investors. On September 25, 2012, the Company completed an IPO of 33.35 million shares of common stock (including shares issued on October 1, 2012 pursuant to the underwriters’ option to purchase additional shares).

On July 17, 2013, the Company completed the acquisition of Cole II through a transaction in which the Company's prior legal entity merged into the Cole II legal entity, and the Company's board of directors (including two additional members designated by Cole II) and executive team managed the surviving entity, which was renamed Spirit Realty Capital, Inc. As a result, Cole II was the "legal acquirer" in the Merger for certain legal and regulatory matters and the Corporation was deemed the "accounting acquirer" in the Merger for accounting and financial reporting purposes including the accompanying consolidated financial statements.

The Company’s operations are generally carried out through the Operating Partnership. OP Holdings, one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns 1.0% of the Operating Partnership. The Corporation and a wholly-owned subsidiary are the only limited partners and together own the remaining 99.0% of the Operating Partnership.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting and Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Properties that were reported as held for sale as of December 31, 2013, will continue to be presented in discontinued operations until they are disposed of.

The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 5). As a result, the majority of the Company’s consolidated assets are held in these wholly- owned special purpose entities. Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2015 and 2014 , net assets totaling $4.57 billion and $5.68 billion , respectively, were held, and net liabilities totaling $3.19 billion and $3.77 billion , respectively, were owed by these special purpose entities and are included in the accompanying consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Segment Reporting

The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments.

Real Estate Investments

Carrying Value of Real Estate Investments

The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and are 15 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated . Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs.

Purchase Accounting and Acquisition of Real Estate

When acquiring a property for investment purposes, the Company allocates the purchase price (including acquisition and closing costs) to land, building, improvements, and equipment based on their relative fair values. For properties acquired with in-place leases, the Company allocates the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values, and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, the Company uses a number of sources, including independent appraisals and information obtained about each property as a result of its pre-acquisition due diligence and its marketing and leasing activities.

Lease Intangibles

Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.

In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations.

Investment in Direct Financing Leases

For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed quarterly, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2015 . The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

down of an estimated residual value is recognized as an impairment loss in the current period and earned income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015 .

Goodwill

Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did no t record any impairment on its existing goodwill for the years ended December 31, 2015 , 2014 and 2013 .

Impairment

The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.

Revenue Recognition

The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers . Tenant receivables are carried net of the allowances for uncollectible amounts.

The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one -year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.

Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.

The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Lease termination fees are included in “other income and interest from real estate transactions” on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.8 million , $3.4 million and $0.9 million during the years ended December 31, 2015 , 2014 and 2013 , respectively.

Allowance for Doubtful Accounts

The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $11.5 million and $8.4 million at December 31, 2015 and 2014 , respectively, against accounts receivable balances of $26.3 million and $20.5 million , respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets.

For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectibility review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience and industry default rates for long-term receivables. The Company established a reserve for losses of $12.2 million and $10.9 million at December 31, 2015 and 2014 , respectively, against deferred rental revenue receivables of $68.0 million and $48.3 million , respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.

Loans R eceivable

Loans receivable consists of mortgage loans, net of premium, and notes receivables.

Impairment and Allowance for Loan Losses

The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2015 , there was an allowance for loan losses on an unsecured note receivable of $0.3 million compared to no allowance for loan losses as of December 31, 2014 .

A loan is placed on nonaccrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of December 31, 2015 , one note receivable with a balance of $0.3 million was on non-accrual status and no mortgage loans were on non-accrual status compared to no mortgage loans or note receivables on nonaccrual status as of December 31, 2014 .

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Restricted Cash and Escrow Deposits

Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands):



	December 31, 2015		December 31, 2014
Collateral deposits ⁽¹⁾	$	14,475	$	29,483
Tenant improvements, repairs, and leasing commissions ⁽²⁾	8,362		13,427
Master Trust Release ⁽³⁾	12,091		53,069
1031 Exchange proceeds, net	39,869		—
Loan impounds ⁽⁴⁾	1,025		794
Other ⁽⁵⁾	1,823		3,571
	$	77,645	$	100,344

⁽¹⁾ Funds held in reserve by lenders which can be applied at their discretion to the repayment of debt (any funds remaining on deposit after the debt is paid in full are released to the borrower).

⁽²⁾ Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant.

⁽³⁾ Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal.

⁽⁴⁾ Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses.

⁽⁵⁾ Funds held in lender controlled accounts released after scheduled debt service requirements are met.

Accounting for Derivative Financial Instruments and Hedging Activities

The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.

The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 6).

Income Taxes

The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income.

Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Earnings Per Share

The Company’s unvested restricted common stock, which contains nonforfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share. Under the two class method, earnings attributable to unvested restricted shares are deducted from income (loss) from continuing operations in the computation of net income (loss) attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Incentive Award Plan and the related restricted stock awards (see Note 14), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or antidilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities.

Fair Value Measurements

The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:


•	Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.


•	Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


•	Level 3 – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions.

Unaudited Interim Information

The consolidated quarterly financial data in Note 17 is unaudited. In the opinion of management, this financial information reflects all adjustments necessary for a fair presentation of the respective interim periods. All such adjustments are of a normal recurring nature.

Presentation of Treasury Stock

During the years ended December 31, 2014 and 2013, the Company repurchased a total of 266,837 and 206,762 shares of its common stock for a cost of $2.9 million and $1.9 million , respectively. The Company has historically presented share repurchases as treasury stock (thereby reducing stockholders’ equity) in the consolidated balance sheets and consolidated statements of stockholders’ equity. However, the Company is incorporated in Maryland and under Maryland law, there is no concept of treasury stock. Therefore, shares repurchased should be considered retired and constitute authorized but unissued shares rather than treasury stock as previously presented. As a result, during the year ended December 31, 2015, the Company has corrected the classification error and amounts previously reported as treasury stock of $4.9 million and $1.9 million at December 31, 2014 and 2013, respectively, are presented as a reduction to common stock and accumulated deficit in the consolidated balance sheets and consolidated statements of stockholders' equity. In addition, the number of shares previously disclosed as issued have been reduced by the number of shares repurchased of 473,599 and 206,762 at December 31, 2014 and 2013, respectively. This change does not affect previously disclosed shares outstanding, total stockholders’ equity or earnings per share computations.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Reclassifications

Certain reclassifications have been made to prior period balances to conform to the current period presentation.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or the SEC that are adopted by the Company as of the specified effective date. Unless otherwise discussed, these new accounting pronouncements entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore will have minimal, if any, impact on the Company's financial position or results of operations upon adoption.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases , are excluded from the scope of this new guidance. This new standard is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company early adopted the provisions of ASU 2015-03 beginning with the period ended March 31, 2015, and has applied the provisions retrospectively. For capitalized deferred financing costs that have been incurred relating to the 2013 Credit Facility and 2015 Credit Facility, the Company continues to present these costs in deferred costs and other assets, net on the accompanying consolidated balance sheets as amounts can be drawn and repaid periodically, which is in accordance with ASU 2015-15. As of December 31, 2014 , unamortized deferred financing costs of approximately $46.3 million were previously presented in deferred costs and other assets, net on the consolidated balance sheet and are now included as a reduction of debt.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09, Revenue from Contracts with Customers , for all entities by one year. With the deferral, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 with early application permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Also in August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has applied the provisions of ASU 2015-15 to the capitalized deferred financing costs related to its 2013 Credit Facility and 2015 Credit Facility.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which applies to the classification of deferred tax assets and liabilities. ASU 2015-17 simplifies the presentation of deferred taxes by requiring entities to classify deferred tax assets and liabilities as noncurrent within a classified balance sheet. Under the previous practice, entities were required to separate deferred income tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Early application is permitted, and the amendments in this ASU can be applied either prospectively or retrospectively. The Company's deferred tax liability is recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets, and as such, the early adoption of ASU 2015-17 did not have an impact on the presentation of the Company's deferred tax liability.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which supersedes the existing guidance for lease accounting, Leases (Topic 840) . ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Note 3. Merger with Cole II

On July 17, 2013, the Company and Cole II merged, with Cole II continuing as the surviving legal entity and adopting the name Spirit Realty Capital, Inc. The Cole operating partnership also merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving partnership. After consideration of all applicable factors pursuant to the business combination accounting rules, the Merger resulted in a reverse merger in which (a) Cole II was deemed the "legal acquirer" because Cole II issued its common stock to the Spirit Realty Capital stockholders and (b) the Company was the "accounting acquirer." The Company’s prevailing influence over the post-Merger Spirit Realty Capital, including a majority of its Board of Directors remaining and its surviving senior management, was a key factor in the Company obtaining control and being deemed the accounting acquirer. With the Merger, the Company added 747 properties and 69 secured mortgage loans to its portfolio.

Pro Forma Information

The following unaudited pro forma information presents the Company's operating results as though the Merger had been consummated on January 1, 2013. The pro forma information does not necessarily reflect the actual results of operations had the Merger been consummated at the beginning of the period indicated nor is it necessarily indicative of future results. Additionally, the unaudited pro forma information does not include the impact of all the potential synergies that may be achieved from the Merger or any strategies that management may consider in order to continue to efficiently manage the on-going operations of the Company. The actual results for the year ended December 31, 2013 include total revenues and net income attributable to common stockholders from the acquired properties of $116.4 million and $20.2 million , respectively, from the close of the Merger (July 17, 2013) through December 31, 2013. The following table reflects the pro forma information (in thousands):



	Year Ended
	December 31, 2013
Total revenues	$	556,647
Income from continuing operations	64,018

The Company's pro forma information for the year ended December 31, 2013 includes $69.7 million of Merger adjustments to operations directly attributable to the Merger consisting primarily of legal, accounting and financial advisory services, debt financing related costs, and other third-party expenses.

Note 4. Investments

Real Estate Investments

As of December 31, 2015 , the Company’s gross investment in real estate properties and loans totaled approximately $8.30 billion , representing investments in 2,629 properties, including 144 properties securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with a real estate investment of 12.0% accounting for more than 10.0% of the total dollar amount of the Company’s real estate investment portfolio.

The properties that the Company owns are leased to tenants under long-term operating leases that typically include one or more renewal options. The leases are generally triple-net, which provides that the tenant is responsible for the payment of all property operating expenses, including property taxes, maintenance and repairs, and insurance costs. Therefore, the Company is generally not responsible for repairs or other capital expenditures related to its properties, unless the property is not subject to a triple-net lease agreement or becomes vacant. Generally, the Company's single-tenant leases contain contractual provisions increasing the rental revenue over the term of the lease at specified dates by: (1) a fixed amount or (2) increases in CPI over a specified period (typically subject to ceilings) or (b) a fixed percentage.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

During the years ended December 31, 2015 and 2014 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization:



	Number of Properties						Dollar Amount of Investments
	Owned ⁽⁴⁾		Financed		Total		Owned			Financed			Total
							(In Thousands)
Gross balance, December 31, 2013	2,041		145		2,186		$	7,118,011		$	117,721		$	7,235,732
Acquisitions/improvements ^{(1) (3)}	361		—		361		973,653			—			973,653
Dispositions of real estate ^{(2) (3)}	(38	)	—		(38	)	(117,755		)	—			(117,755		)
Principal payments and payoffs	—		—		—		—			(5,771		)	(5,771		)
Impairments	—		—		—		(35,908		)	—			(35,908		)
Write-off of gross lease intangibles	—		—		—		(2,748		)	—			(2,748		)
Loan premium amortization and other	—		—		—		(315		)	(2,525		)	(2,840		)
Gross balance, December 31, 2014	2,364		145		2,509		7,934,938			109,425			8,044,363
Acquisitions/improvements ^{(1) (3)}	232		—		232		886,252			4,020			890,272
Dispositions of real estate ^{(2) (3)}	(110	)	—		(110	)	(544,876		)	—			(544,876		)
Principal payments and payoffs	—		(1	)	(1	)	—			(6,650		)	(6,650		)
Impairments	—		—		—		(69,270		)	(324		)	(69,594		)
Write-off of gross lease intangibles	—		—		—		(7,302		)	—			(7,302		)
Loan premium amortization and other	(1	)	—		(1	)	(171		)	(2,468		)	(2,639		)
Gross balance, December 31, 2015	2,485		144		2,629		$	8,199,571		$	104,003		$	8,303,574
Accumulated depreciation and amortization							(1,072,118		)	—			(1,072,118		)
Other non-real estate assets held for sale							1,246			—			1,246
Net balance, December 31, 2015							$	7,128,699		$	104,003		$	7,232,702

⁽¹⁾

Includes investments of $9.2 million and $3.1 million , respectively, in revenue producing capitalized expenditures, as well as $1.0 million and $2.0 million , respectively, of non-revenue producing capitalized maintenance expenditures for the year s ended December 31, 2015 and 2014 . Capitalized maintenance expenditures are not included in the Company's investment in real estate disclosed elsewhere.


⁽²⁾	The total accumulated depreciation and amortization associated with dispositions of real estate was $109.1 million and $17.3 million , respectively, for the year s ended December 31, 2015 and 2014 .


⁽³⁾	During the year s ended December 31, 2015 and 2014 , pursuant to 1031 Exchanges, the Company sold 44 and 2 properties, respectively, for $315.9 million and $5.9 million , respectively, of which $276.1 million and $26.7 million , respectively, of this amount was used to partially fund 114 and 16 property acquisitions, respectively.


⁽⁴⁾	At December 31, 2015 and 2014 , 36 and 37 , respectively, of the Company’s properties were vacant and in the Company’s possession; of these vacant properties, twelve and eight , respectively, were held for sale.

Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2016 ) are as follows (in thousands):



	December 31, 2015
2016	$	607,749
2017	592,927
2018	579,113
2019	561,435
2020	539,294
Thereafter	4,043,687
Total future minimum rentals	$	6,924,205

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate.

Certain of the Company’s leases contain purchase options. Most of these options are at or above fair market value at the time the option is exercisable, and none of these purchase options represent bargain purchase options.

Loans Receivable

The following table details loans receivable, net of premium and allowan ce for loan losses (in thousands):



	December 31, 2015			December 31, 2014
Mortgage loans - principal	$	90,096		$	96,594
Mortgage loans - premium	9,986			12,452
Mortgages loans, net	100,082			109,046
Other note receivables - principal	4,245			379
Allowance for loan losses	(324		)	—
Other note receivables, net	3,921			379
Total loans receivable, net	$	104,003		$	109,425

As of December 31, 2015 and 2014 , the Company held a total of 78 and 79 , respectively, first-priority mortgage loans (representing loans to seven and eight borrowers, respectively). These mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are two other notes receivable, one $3.9 million note is secured by tenant assets and stock and the other is unsecured.

Lease Intangibles, Net

The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands):



	December 31, 2015			December 31, 2014
In-place leases	$	649,182		$	676,665
Above-market leases	98,056			100,568
Less: accumulated amortization	(220,520		)	(187,160		)
Intangible lease assets, net	$	526,718		$	590,073

Below-market leases	$	238,039		$	237,593
Less: accumulated amortization	(44,136		)	(31,625		)
Intangible lease liabilities, net	$	193,903		$	205,968

The amounts amortized as a net increase to rental revenue for capitalized above- and below-market leases was $5.8 million , $6.1 million and $2.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $49.9 million , $53.2 million and $33.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Based on the balance of intangible assets and liabilities at December 31, 2015 , the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands):



2016	$	38,941
2017	38,189
2018	34,856
2019	32,496
2020	30,147
Thereafter	158,186
Total	$	332,815

Real Estate Assets Under Direct Financing Leases

The components of real estate investments held under direct financing leases were as follows (in thousands):



	December 31, 2015			December 31, 2014
Minimum lease payments receivable	$	12,702		$	15,897
Estimated residual value of leased assets	43,789			55,858
Unearned income	(12,167		)	(15,191		)
Real estate assets under direct financing leases, net	$	44,324		$	56,564

Real Estate Assets Held for Sale

The following table shows the activity in real estate assets held for sale for the year s ended December 31, 2015 and 2014 :



	Number of Properties						Carrying Value
	Continuing Operations		Discontinued Operations		Total		Continuing Operations			Discontinued Operations			Total
							(In Thousands)
Balance, December 31, 2013	—		11		11		$	—		$	19,611		$	19,611
Transfers from real estate investments	36		—		36		155,917			(276		)	155,641
Sales	(17	)	(6	)	(23	)	(44,999		)	(10,341		)	(55,340		)
Balance, December 31, 2014	19		5		24		110,918			8,994			119,912
Transfers from real estate investments	60		—		60		193,306			(34		)	193,272
Sales	(46	)	(2	)	(48	)	(223,564		)	(4,475		)	(228,039		)
Balance, December 31, 2015	33		3		36		$	80,660		$	4,485		$	85,145

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Properties included in discontinued operations as of December 31, 2015 are collateral assets under the 2014 Master Trust securitization. The following table is a reconciliation of the major classes of assets and liabilities from discontinued operations included in real estate assets held for sale on the accompanying consolidated balance sheets (in thousands):



	December 31, 2015			December 31, 2014
Assets
Land and improvements	$	2,922		$	5,351
Buildings and improvements	2,916			5,798
Total real estate investments	5,838			11,149
Less: accumulated depreciation	(1,202		)	(2,167		)
Intangible lease assets, net	297			460
Total assets	$	4,933		$	9,442

Liabilities
Intangible lease liabilities, net	$	448		$	448
Total liabilities	$	448		$	448

Net assets	$	4,485		$	8,994

Impairments

The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands):



	Years Ended December 31,
	2015		2014			2013
Real estate and intangible asset impairment	$	67,604	$	40,728		$	6,829
Write-off of lease intangibles due to lease terminations, net	1,666		(4,820		)	487
Loans receivable impairment/(recovery)	324		—			(367		)
Total impairments from real estate investment net assets	69,594		35,908			6,949
Other impairment	174		528			—
Total impairment loss in continuing and discontinued operations	$	69,768	$	36,436		$	6,949

Note 5. Debt

The Company's debt is summarized below:



	2015 Weighted Average Effective Interest Rates ⁽¹⁾		2015 Weighted Average Stated Rates ⁽²⁾		2015 Weighted Average Maturity ⁽³⁾	December 31, 2015			December 31, 2014
						(In Thousands)
Revolving Credit Facilities	—		—		3.2	$	—		$	15,181
Term Loan	1.94	%	1.69	%	2.8	325,000			—
Master Trust Notes	5.59	%	5.03	%	7.2	1,692,094			1,710,380
CMBS - fixed-rate	5.36	%	5.88	%	2.7	1,360,215			1,836,181
CMBS - variable-rate ⁽⁴⁾	3.17	%	3.65	%	3.0	61,758			110,685
Convertible Notes	5.32	%	3.28	%	4.3	747,500			747,500
Unsecured fixed rate promissory note	—		—		—	—			1,293
Total debt	5.24	%	4.72	%	4.8	4,186,567			4,421,220
Debt discount, net						(52,203		)	(51,586		)
Deferred financing costs, net ⁽⁵⁾						(41,577		)	(46,332		)
Total debt, net						$	4,092,787		$	4,323,302

⁽¹⁾ The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and non-utilization fees, where applicable, calculated for the three months ended December 31, 2015 .

⁽²⁾ Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2015 .

⁽³⁾ Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2015 .

⁽⁴⁾ Variable-rate notes are predominantly hedged with interest rate swaps (see Note 6).

⁽⁵⁾ The Company early adopted ASU 2015-03 requiring deferred financing costs to be presented as a direct deduction from the carrying amount of the related indebtedness. The Company records deferred financing costs for its 2013 Credit Facility and 2015 Cred it Facility in deferred costs and other assets, net on its consolidated balance sheets, which is in accordance with ASU 2015-15.

Revolving Credit Facilities

2015 Credit Facility

On March 31, 2015, the Operating Partnership entered into the Credit Agreement that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The 2015 Credit Facility matures on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size to up to $1.0 billion , subject to satisfying certain requirements and obtaining additional lender commitments. The 2015 Credit Facility includes a $50.0 million sublimit for swingline loans and up to $60.0 million available for issuances of letters of credit. Swingline loans and letters of credit reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined) meeting certain conditions. At December 31, 2015, there were no subsidiaries meeting this requirement.

During the quarter ended December 31, 2015 , the 2015 Credit Facility bore interest at LIBOR plus 1.55% based on the Company's leverage and incurred non-utilization fees of 0.25% per annum. Per the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing will initially require at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s. Upon such an event, the 2015 Credit Facility will bear interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, depending on the credit rating for the Corporation.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). The 2015 Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors.

As a result of entering into the 2015 Credit Facility, the Company incurred origination costs of $3.9 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. As of December 31, 2015 , the unamortized deferred financing costs relating to the 2015 Credit Facility were $3.2 million and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets.

As of December 31, 2015 , no borrowings were outstanding, $8.3 million of letters of credit were issued and $591.7 million of borrowing capacity was available under the 2015 Credit Facility. The Operating Partnership's ability to borrow under the 2015 Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2015 , the Corporation and the Operating Partnership were in compliance with these financial covenants.

2013 Credit Facility

On March 31, 2015, the secured 2013 Credit Facility was terminated and its outstanding borrowings were repaid with proceeds from the 2015 Credit Facility. Properties securing this facility became unencumbered upon its termination. The 2013 Credit Facility's borrowing margin was LIBOR plus 2.50% based on the Company's leverage, with an unused fee of 0.35% . Upon terminating the 2013 Credit Facility, the Company recognized debt extinguishment costs of $2.0 million , resulting from the write-off of unamortized deferred financing costs.

Line of Credit

A special purpose entity indirectly owned by the Corporation has access to a $40.0 million secured revolving line of credit. Request for advances under the Line of Credit expire on March 27, 2016, and each advance under the Line of Credit has a 24 -month term. As of December 31, 2015 , the Line of Credit was undrawn and had $40.0 million of borrowing capacity available. The ability to borrow under the Line of Credit is subject to the Operating Partnership and special purpose entity's ongoing compliance with a number of customary financial covenants. As of December 31, 2015 , the Operating Partnership and, if applicable, the special purpose entity were in compliance with these financial covenants.

Term Loan

On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million , subject to obtaining additional lender commitments. During the fourth quarter of 2015, upon obtaining additional lender commitments, the Company increased the term facility from $325.0 million to $370.0 million . Borrowings may be repaid without premium or penalty, and may be reborrowed within 30 days up to the then available loan commitment. Borrowings bear interest at either prime or LIBOR plus a margin, at the Operating Partnership’s option. During the quarter ended December 31, 2015 , the Term Loan bore interest at LIBOR plus 1.45% .

Initially, borrowings under the Term Loan bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum. Initially, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Corporation may make an irrevocable election to have the margin based upon its credit ratings, in which case borrowings under the Term Loan will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.

As a result of entering into the Term Loan, the Company incurred origination costs of $2.2 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of December 31, 2015 , the unamortized deferred financing costs relating to the Term Loan were $2.1 million and recorded net against the principal balance of the Term Loan on the accompanying consolidated balance sheets.

As of December 31, 2015 , $325.0 million of borrowings were outstanding and $45.0 million of borrowing capacity was available under the Term Loan. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of December 31, 2015 , the Corporation and the Operating Partnership were in compliance with these financial covenants.

Master Trust Notes

The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned special purpose entity of the Corporation.

Master Trust 2013

In December 2013, an indirect wholly-owned subsidiary of the Company issued $330.0 million aggregate principal amount of investment grade rated net-lease mortgage notes comprised of $125.0 million of 3.89% interest only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.

Master Trust 2014

In May 2014, the Company completed its offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued 2014 Notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The Exchange Offer was accounted for as a debt modification and the related costs of $13.0 million and $0.7 million for the years ended December 31, 2014 and 2013, respectively, are classified as finance restructuring costs in the accompanying consolidated statements of operations.

In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of the Company, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest only through November 2017) expected to be repaid in January 2030.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

The Master Trust Notes are summarized below:



	Stated Rates ⁽¹⁾		Maturity	December 31, 2015			December 31, 2014
			(in Years)	(in Thousands)
Series 2014-1 Class A1	5.1	%	4.5	$	65,027		$	75,489
Series 2014-1 Class A2	5.4	%	4.6	253,300			253,300
Series 2014-2	5.8	%	5.2	229,674			232,867
Series 2014-3	5.7	%	6.2	312,276			312,705
Series 2014-4 Class A1	3.5	%	4.1	150,000			150,000
Series 2014-4 Class A2	4.6	%	14.1	360,000			360,000
Total Master Trust 2014 notes	5.1	%	7.5	1,370,277			1,384,361
Series 2013-1 Class A	3.9	%	3.0	125,000			125,000
Series 2013-2 Class A	5.3	%	8.0	196,817			201,019
Total Master Trust 2013 notes	4.7	%	6.0	321,817			326,019
Total Master Trust Notes				1,692,094			1,710,380
Debt discount, net				(22,909		)	(26,903		)
Deferred financing costs, net				(19,345		)	(22,113		)
Total Master Trust Notes, net				$	1,649,840		$	1,661,364

CMBS

As of December 31, 2015 , indirectly wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 148 fixed and 8 variable-rate non-recourse loans, excluding the defaulted loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of December 31, 2015 for these fixed-rate notes ranged from 3.90% to 6.62% with a weighted average stated rate of 5.88% , and the weighted average stated interest rate for the variable-rate notes was 3.65% . As of December 31, 2015 , these fixed and variable-rate loans were secured by 447 and 83 properties, respectively. The Company entered into interest rate swaps that effectively fixed the interest rates at approximately 5.14% on the variable-rate loans (see Note 6). As of December 31, 2015 and December 31, 2014 , the unamortized deferred financing costs associated with the CMBS loans were $5.5 million and $6.4 million , respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

As of December 31, 2015 , certain borrowers were in default under the loan agreements relating to four separate CMBS fixed-rate loans where 10 properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 9.67% and 10.88% . Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of December 31, 2015 , the aggregate principal balance under the defaulted CMBS loans was $81.5 million , which includes $8.2 million of interest added to principal. In addition, approximately $12.4 million of lender controlled restricted cash is being held in connection with these loans that may be applied to reduce amounts owed. During the year ended December 31, 2015 , defaulted loan balances aggregating $25.4 million , which included $0.4 million of capitalized interest, were retired upon the disposition of 5 properties and the application of $3.6 million of lender reserves securing these defaulted loans. One of the properties disposed was surrendered to the lender pursuant to a consensual foreclosure and release of the debt. The remaining four properties were sold by the Company to third parties pursuant to an amendment to the loan agreement, which provided for a specified reduction in principal balance associated with the sale of those individual properties.

Convertible Notes

In May 20, 2014, the Company issued $402.5 million aggregate principal amount of 2.875% convertible notes due in 2019 and $345.0 million aggregate principal amount of 3.75% convertible notes due in 2021. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021 .

The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Company's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price of the common stock offered concurrently at the time the Convertible Notes were issued). Earlier conversion may be triggered if shares of the Corporation's common stock trades higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur.

In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million , which represents the estimated value of the embedded conversion feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of December 31, 2015 and December 31, 2014 , the unamortized discount was $42.7 million and $51.5 million , respectively. The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs.

In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. As of December 31, 2015 and December 31, 2014 , the unamortized deferred financing costs relating to the Convertible Notes was $14.7 million and $17.8 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets.

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Debt Extinguishment

During the year ended December 31, 2015 , the Company extinguished a total of $536.6 million aggregate principal amount of indebtedness with a weighted average contractual interest rate of 5.73% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $3.2 million . The net loss included approximately $8.1 million in defeasance costs and fees paid for the retirement of debt partially offset by an agreed upon reduction in principal to a portion of a defaulted CMBS note that exceeded the proceeds from the sale of four properties that secured the loan.

Net proceeds raised from the concurrent registered offerings of Convertible Notes and common stock (see Note 8) in May 2014 were partially used to retire the senior mortgage notes payable encumbering the Shopko properties with an aggregate principal balance of $488.7 million , redeem $18.0 million of net-lease mortgage notes that were not tendered in connection with the Exchange Offer and repay all amounts then drawn against the 2013 Credit Facility. During the year ended December 31, 2014 , the Company extinguished a total of $583.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.41% . As a result of these transactions, the Company recognized a loss on debt extinguishment during the year ended December 31, 2014 of approximately $64.8 million primarily from costs incurred related to the defeasance of the Shopko indebtedness.

Debt Maturities

As of December 31, 2015 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands):



	Scheduled Principal		Balloon Payment		Total
2016 ⁽¹⁾	$	27,164	$	264,760	$	291,924
2017	27,343		706,454		733,797
2018	42,115		569,537		611,652
2019	44,325		452,000		496,325
2020	39,096		413,206		452,302
Thereafter	249,792		1,350,775		1,600,567
Total	$	429,835	$	3,756,732	$	4,186,567

⁽¹⁾ The balloon payment balance in 2016 includes $81.5 million , including $8.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 4 separate non-recourse CMBS loans with stated maturities in 2015 and 2017 of $25.3 million and $56.2 million , respectively.

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SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Interest Expense

The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands):



	Years Ended December 31,
	2015		2014			2013
Interest expense – Revolving Credit Facilities ⁽¹⁾	$	2,698	$	3,597		$	3,037
Interest expense - Term Loan	888		—			—
Interest expense – mortgages and notes payable	184,439		196,246			157,903
Interest expense – Convertible Notes	24,509		15,046			—
Interest expense – other	—		6			475
Non-cash interest expense:
Amortization of deferred financing costs ⁽²⁾	7,937		5,899			13,188
Amortization of net losses related to interest rate swaps	108		125			11
Amortization of debt (premium)/discount, net	2,322		(849		)	4,653
Total interest expense	$	222,901	$	220,070		$	179,267

⁽¹⁾ Includes non-utilization fees of approximately $1.6 million , $1.2 million and $0.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

⁽²⁾ The year ended December 31, 2013 includes $9.5 million arising from financing commitments related to the Merger.

Note 6. Derivative and Hedging Activities

The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. As of December 31, 2015 and 2014 , there were no termination events or events of default related to the interest rate swaps.

The following table summarizes the notional amount and fair value of the Company’s derivative instruments (dollars in thousands):



								Fair Value of Liability
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Notional Amount		Fixed Interest Rate		Effective Date	Maturity Date	December 31, 2015			December 31, 2014
Interest Rate Swaps ⁽¹⁾	Accounts payable, accrued expenses and other liabilities	$	10,741	4.62	%	06/28/12	07/06/17	$	—		$	(46	)
Interest Rate Swaps ⁽¹⁾	Accounts payable, accrued expenses and other liabilities	$	6,505	5.75	%	07/17/13	03/01/16	—			(180		)
Interest Rate Swaps ⁽¹⁾	Accounts payable, accrued expenses and other liabilities	$	32,400	3.15	%	07/17/13	09/05/15	—			(93		)
Interest Rate Swaps ⁽²⁾	Accounts payable, accrued expenses and other liabilities	$	61,758	5.14	%	01/02/14	12/13/18	(934		)	(803		)
								$	(934	)	$	(1,122	)

⁽¹⁾ During 2015, the Company terminated certain interest rate swap agreements upon the repayment of three CMBS variable rate loans. The Company paid $0.2 million to terminate these swaps and recognized a loss of $0.1 million , which is included in general and administrative expenses.

⁽²⁾ Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million . The swap agreements contain the same payment terms, stated interest rate, effective date, and maturity date.

101

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

The following tables provide information about the amounts recorded in AOCL, as well as the (loss) or gain recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the years ended December 31, 2015 , 2014 , and 2013 , respectively (in thousands):



	Amount of Loss Recognized in AOCL on Derivative (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2015			2014			2013
Interest rate swaps	$	(1,190	)	$	(1,760	)	$	(314	)

	Amount of Loss Reclassified from AOCL into Operations (Effective Portion)
	Years Ended December 31,
Location of Loss Reclassified from AOCL into Operations	2015			2014			2013
Interest expense	$	(1,169	)	$	(1,315	)	$	(425	)
General and administrative expense	—			—			(22		)

	Amount of (Loss) or Gain Recognized in Operations on Derivative (Ineffective Portion)
	Years Ended December 31,
Location of (Loss) or Gain Recognized in Operations on Derivatives	2015			2014			2013
General and administrative expense ⁽¹⁾	$	(78	)	$	—		$	10

⁽¹⁾ The year ended December 31, 2015 includes a loss of $76 thousand that was reclassified from accumulated other comprehensive loss in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates.

In December 2013, the Company terminated certain interest rate swap agreements upon the repayment of four variable rate debt obligations. The Company paid $0.4 million to terminate these swaps and recognized a gain of $0.1 million, which is included in general and administrative expenses. Approximately $0.7 million of the remaining balance in AOCL is estimated to be reclassified as an increase to interest expense during the next twelve months. The Company does not enter into derivative contracts for speculative or trading purposes.

Note 7. Income Taxes

The Company’s total income tax expense was as follows (in thousands):



	Years Ended December 31,
	2015		2014		2013
REIT state income tax	$	601	$	673	$	723
REIT state built-in gain tax expense	—		—		390
Total income tax expense	$	601	$	673	$	1,113

The Company’s deferred income tax expense and its ending balance in deferred tax assets and liabilities, which are recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets, were immaterial at December 31, 2015 , 2014 and 2013 .

To the extent that the Company acquires property that has been owned by a C corporation in a transaction in which the tax basis of the property carries over, and the Company recognizes a gain on the disposition of such property during the subsequent recognition period, it will be required to pay tax at the highest regular corporate tax rate to the

102

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

extent of such built-in gain. During 2013, the Company sold a property that was subject to state built-in gain tax of $0.4 million .

The Company has net operating loss carryforwards for income tax purposes totaling $66.1 million , $63.9 million and $63.9 million at December 31, 2015 , 2014 and 2013 , respectively. These losses, which begin to expire in 2016 through 2034, are available to reduce future taxable income or distribution requirements, subject to certain ownership change limitations.

The Company files federal, state and local income tax returns. All federal tax returns for years prior to 2012 are no longer subject to examination. Additionally, state tax returns for years prior to 2011 are generally no longer subject to examination. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at December 31, 2015 , 2014 and 2013 . The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.

For the years ended December 31, 2015 , 2014 and 2013 , common stock dividends were characterized for tax as follows (per share):



	Post-Merger ⁽¹⁾						Pre-Merger ⁽²⁾
	Year Ended December 31, 2015		Year Ended December 31, 2014		Year Ended December 31, 2013		For the Period January 1, 2013 - July 17, 2013
Ordinary income	$	0.42	$	—	$	0.29	$	0.12
Return of capital	0.26		0.58		—		0.66
Capital gain	—		—		0.32		—
Total	$	0.68	$	0.58	$	0.61	$	0.78

⁽¹⁾ Cole II was the surviving legal entity in the Merger, and for federal income tax purposes, the dividends reflected as post-Merger include dividends paid by Cole II prior to the Merger and those paid by the combined company subsequent to the Merger. The capital gain includes $0.25 per share of Code Section 1250 capital gain.

⁽²⁾ Pre-Merger dividends per share reflect amounts declared by the Company prior to the Merger and are not adjusted for the Merger Exchange Ratio.

The PATH Act was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions have various effective dates beginning as early as 2016. The Company expects that the changes will not materially impact its operations, but will continue to monitor as regulatory guidance is issued.

Note 8. Stockholders’ Equity

Issuance of Common Stock

In May 2014, the Company approved an amendment to its charter to increase the number of shares of stock that it has the authority to issue from 490.0 million to 770.0 million . As of December 31, 2015 , the Company has authority to issue 770.0 million shares of stock, consisting of 750.0 million shares of common stock, $0.01 par value per share, and 20.0 million shares of preferred stock, $0.01 par value per share. As of December 31, 2015 and 2014 , there were no outstanding shares of preferred stock.

Concurrent with the registered offering of Convertible Notes in May 2014, the Company completed a registered offering of 26.45 million shares of the Company’s common stock, par value $0.01 per share, pursuant to an underwriting agreement dated May 14, 2014 (including shares issued pursuant to the underwriters’ option to purchase additional shares).

103

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

In April 2015, the Company completed an underwritten public offering of 23.0 million shares of its common stock, at $11.85 per share, including 3.0 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million ; net proceeds were approximately $268.7 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were used to repay the outstanding balances under the 2015 Credit Facility and Line of Credit. The remaining net proceeds were used to fund acquisitions and for general corporate purposes (including additional repayments of borrowings outstanding from time to time under the Revolving Credit Facilities).

ATM Program

In April 2014, the Corporation commenced a continuous equity offering under which the Corporation may sell up to an aggregate of $350.0 million of shares of its common stock from time to time through broker-dealers in the ATM Program. The Corporation may sell the shares in amounts and at times to be determined by the Corporation, but has no obligation to sell any of the shares in the ATM Program.

Since inception of the ATM Program through December 31, 2015 , the Corporation sold an aggregate total of 21.0 million shares of its common stock, at a weighted average share price of $11.75 , for aggregate gross proceeds of $246.4 million and aggregate net proceeds of $242.3 million after payment of commissions and other issuance costs of $4.1 million .

During the year ended December 31, 2015 , the Corporation sold 6.6 million shares of its common stock, at a weighted average share price of $12.07 , for aggregate gross proceeds of $79.8 million and aggregate net proceeds of $78.5 million after payment of commissions and other issuance costs of $1.3 million . The net proceeds were used to fund acquisitions, repay borrowings under the Revolving Credit Facilities and for general corporate purposes. As of December 31, 2015 , $103.6 million in gross proceeds capacity remained available under the ATM Program.

Dividends Declared

In fiscal years 2015 and 2014 , the Company's board of directors declared the following dividends:



Declaration Date	Dividend Per Share		Record Date	Total Amount ⁽¹⁾		Payment Date
				(in Thousands)
2015
March 16, 2015	$	0.17000	March 31, 2015	$	71,123	April 15, 2015
June 15, 2015	0.17000		June 30, 2015	75,054		July 15, 2015
September 15, 2015	0.17000		September 30, 2015	75,039		October 15, 2015
December 15, 2015	0.17500		December 31, 2015	77,315		January 15, 2016
Total	$	0.68500		$	298,531

2014
March 18, 2014	$	0.16625	March 31, 2014	$	61,628	April 15, 2014
June 16, 2014	0.16625		June 30, 2014	66,299		July 15, 2014
September 16, 2014	0.16625		September 30, 2014	66,259		October 15, 2014
December 15, 2014	0.17000		December 31, 2014	69,927		January 15, 2015
Total	$	0.66875		$	264,113

⁽¹⁾ Net of estimated forfeitures of approximately $12,000 and $16,000 during the years ended December 31, 2015 and December 31, 2014 , respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations.

The dividends declared in December were paid in January and were included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

104

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Treasury Shares

During the years ended December 31, 2015 and 2014 , portions of awards of restricted common stock granted to certain of the Company’s officers and other employees vested (see Note 14). The vesting of these shares, granted pursuant to the Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 0.4 million and 0.3 million shares of common stock, respectively, valued at $4.3 million and $2.9 million , respectively, solely to pay the associated minimum statutory tax withholdings during the years ended December 31, 2015 and 2014 . The Company records its treasury stock using the cost method. Shares repurchased are considered retired under Maryland law and the cost of the stock repurchased is recorded as a reduction to common stock and accumulated deficit on the consolidated balance sheets.

Note 9. Commitments and Contingencies

The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are insured against such claims.

On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of the Company under a master lease with initial monthly rents of $1.4 million and an initial lease expiration date of February 28, 2035. Haggen Holdings, LLC is the guarantor of the tenant’s obligations under that master lease. A subsidiary of the Company and the debtors entered into a settlement agreement whereby the subsidiary consented to the partial assumption and partial rejection of the master lease permitting (a) the assumption of nine stores subject to the lease and their assignment to three unaffiliated grocery operators with winning bids in an auction of the respective leaseholds, (b) the rejection of the leasehold with respect to six of the stores and their return to the Company's possession, and (c) the assumption and continued operation by the tenant of five of the stores. Under the settlement agreement, the subsidiary of the Company received an unsecured stipulated damages claim for $21.0 million against each of Haggen Operations Holdings, LLC and Haggen Holding, LLC, as well as certain agreed upon fees, expenses and cure payments in the bankruptcy. The court approved the settlement agreement in an order entered November 25, 2015. The bankruptcy proceeding remains ongoing, and there is no guaranty that the claims will be paid or otherwise satisfied in full.

At December 31, 2015 , there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

At December 31, 2015 , the Company had commitments totaling $38.4 million , of which $34.5 million relates to future acquisitions with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. Of the $38.4 million of total commitments, $38.3 million is expected to be funded during fiscal year 2016 . In addition, the Company is contingently liable for $5.7 million of debt owed by one of its tenants and is indemnified by that tenant for any payments the Company may be required to make on such debt.

The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements.

The Company leases its current corporate office space and certain operating equipment under non-cancelable agreements from unrelated third parties. Total rental expense included in general and administrative expense amounted to $0.7 million , $0.7 million and $0.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company is also a lessee under eight long-term, non-cancelable ground leases under which it is obligated to pay

105

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

monthly rent. Total rental expense included in property costs amounted to $1.2 million for each of the years ended December 31, 2015 , 2014 and 2013 , respectively. Ground leases are subleased to unrelated third parties, and the corresponding rental revenue is recorded in rentals on the accompanying consolidated statements of operations.

The Company’s minimum aggregate rental commitments under all non-cancelable operating leases as of December 31, 2015 are as follows (in thousands):



	Ground Leases		Office and Equipment Leases		Total
2016	$	1,215	$	598	$	1,813
2017	1,281		605		1,886
2018	1,343		616		1,959
2019	1,353		622		1,975
2020	1,356		634		1,990
Thereafter	12,316		1,860		14,176
Total	$	18,864	$	4,935	$	23,799

Note 10. Fair Value Measurements

Recurring Fair Value Measurements

The Company’s liabilities that are required to be measured at fair value in the accompanying consolidated financial statements are summarized below. The following table sets forth the Company’s financial liabilities that were accounted for at fair value on a recurring basis (in thousands):



				Fair Value Hierarchy Level
	Fair Value			Level 1		Level 2			Level 3
December 31, 2015
Derivatives:
Interest rate swaps financial liabilities	$	(934	)	$	—	$	(934	)	$	—
December 31, 2014
Derivatives:
Interest rate swaps financial liabilities	$	(1,122	)	$	—	$	(1,122	)	$	—

The interest rate swaps are measured using a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and volatilities. These measurements are classified as Level 2 of the fair value hierarchy.

106

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Nonrecurring Fair Value Measurements

Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of December 31, 2015 and 2014 (in thousands):



						Fair Value Hierarchy Level						Impairment Charges
Description	Fair Value		Dispositions			Level 1		Level 2		Level 3		Impairment Charges
December 31, 2015
Long-lived assets held and used	$	60,298	$	(3,207	)	$	—	$	—	$	63,505	$	(51,002	)
Lease intangible assets	3,843		—			—		—		3,843		(3,825		)
Other assets	—		—			—		—		—		(324		)
Long-lived assets held for sale	15,957		(33,563		)	—		—		49,520		(14,617		)
												$	(69,768	)
December 31, 2014
Long-lived assets held and used	$	37,278	$	—		$	—	$	—	$	37,278	$	(20,679	)
Lease intangible assets	10,013		—			—		—		10,013		4,317
Long-lived assets held for sale	65,958		(26,721		)	—		—		92,679		(20,074		)
												$	(36,436	)

The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy.

Estimated Fair Value of Financial Instruments

Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets.

In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2015 and 2014 . These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

107

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

The estimated fair values of the loans receivable, Revolving Credit Facilities, Term Loan, Convertible Notes and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The loans receivable, Revolving Credit Facilities, Term Loan, Convertible Notes and the mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands):



	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Loans receivable, net	$	104,003	$	110,019	$	109,425	$	115,747
Revolving Credit Facilities, net ⁽¹⁾	—		—		15,114		15,254
Term Loan, net ⁽²⁾	322,902		338,366		—		—
Convertible Notes, net ⁽²⁾	690,098		713,095		678,190		729,231
Mortgages and notes payable, net ⁽²⁾	3,079,787		3,220,239		3,629,998		3,899,950

⁽¹⁾ As of December 31, 2014 , only amounts under the Line of Credit were outstanding and net of unamortized deferred financing costs.

⁽²⁾ The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

Note 11. Significant Credit and Revenue Concentration

As of December 31, 2015 and 2014 , the Company’s real estate investments are operated by 438 and 454 tenants, respectively, that operate within retail, office and industrial property types across various industries throughout the U.S. Shopko operates in the general merchandise industry and is the Company’s largest tenant as a percentage of Normalized Revenue. Total rental revenues from properties leased to Shopko for the three months ended December 31, 2015 and 2014 , contributed 9.1% and 14.0% of the Company's Normalized Revenue from continuing operations, respectively. No other tenant contributed 4% or more of the Company’s Normalized Revenue during any of the periods presented. As of December 31, 2015 and 2014 , the Company's net investment in Shopko properties represents approximately 6.9% and 10.7% , respectively, of the Company's total assets and the Company's real estate investment in Shopko represents approximately 9.0% and 13.1% , respectively, of the Company’s total real estate investment portfolio.

Note 12. Discontinued Operations

Effective January 1, 2014, the Company adopted ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. Properties that were reported as held for sale as of December 31, 2013, will be presented in discontinued operations until the properties are disposed of. As a result, net gains or losses from the disposition of these properties, as well as the current and prior period operations, will continue to be reclassified to discontinued operations. The following sets forth the results of discontinued operations (dollars in thousands):



	Years Ended December 31,
	2015		2014			2013
Revenues:
Rent	$	447	$	1,206		$	8,304
Non-cash rent	—		(80		)	21
Other	17		2,972			433
Total revenues	464		4,098			8,758
Expenses:
General and administrative	4		15			9
Property costs	328		298			1,009
Interest	—		—			241
Depreciation and amortization	—		—			3,545
Impairments	34		417			7,134
Total expenses	366		730			11,938
Gain (loss) from discontinued operations before other income	98		3,368			(3,180		)
Other income:
Gain on debt extinguishment	—		—			1,028
Other	—		—			75
Total other income	—		—			1,103
Income (loss) from discontinued operations	98		3,368			(2,077		)
Gain on disposition of assets	590		488			36,926
Total discontinued operations	$	688	$	3,856		$	34,849
Number of properties disposed of during period	2		6			22

108

SPIRIT REALTY CAPITAL, INC.

Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Note 13. Supplemental Cash Flow Information

The following table presents the supplemental cash flow disclosures (in thousands):



	Years Ended December 31,
	2015		2014		2013
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Reduction of debt through sale of certain real estate properties	$	30,555	$	5,001	$	149,156
Net real estate and other collateral assets surrendered to lender	7,384		—		6,921
Reduction of debt in exchange for collateral assets	7,904		—		7,949
Debt assumed through real estate property acquisition	—		10,528		—
Accrued interest capitalized to principal ⁽¹⁾	6,035		2,598		—
Accrued performance share dividend rights	564		565		163
Financing of a tenant lease settlement	—		—		650
Net assets acquired in Merger in exchange for common stock	—		—		1,734,315
Common stock registered in exchange for net assets acquired	—		—		2,025,737
Supplemental Cash Flow Disclosures:
Interest paid	$	206,115	$	209,032	$	154,919
Taxes paid, net of refunds	1,919		2,416		1,549

⁽¹⁾ Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default.

Note 14. Incentive Award Plan and Employee Benefit Plan

Incentive Award Plan

Under the Incentive Award Plan, the Company may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Incentive Award Plan. As of December 31, 2015 , 1.2 million shares remained available for award under the Incentive Award Plan.

Restricted Shares of Common Stock

During the year ended December 31, 2015 , the Company granted 0.5 million restricted shares under the Incentive Award Plan to certain executive officers, employees and members of the Board of Directors. The fair value of the restricted stock grants was determined based on the Company's closing stock price on the date of grant. The Company recorded $5.7 million in deferred compensation associated with these grants, which will be recognized in expense over the requisite service period.

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Notes to Consolidated Financial Statements - (continued)

December 31, 2015

The following table summarizes restricted share activity under the Incentive Award Plan:



	2015				2014
	Number of Shares		Weighted Average Price ⁽¹⁾ (per share)		Number of Shares		Weighted Average Price ⁽¹⁾ (per share)
Outstanding non-vested shares, beginning of year	1,299,807		$	9.12	1,777,652		$	8.41
Shares granted	495,688		11.87		372,974		10.85
Shares vested	(1,005,088	)	8.77		(846,102	)	8.37
Shares forfeited	(19,404	)	11.53		(4,717	)	10.60
Outstanding non-vested shares, end of year	771,003		$	11.29	1,299,807		$	9.12

⁽¹⁾ Grant date fair value.

Historical staff turnover rates are used by the Company to estimate the forfeiture rate for its non-vested shares. Accordingly, changes in actual forfeiture rates will affect stock-based compensation expense during the applicable period.

Performance Share Awards

Since August 2013, performance share awards have been granted to executive officers upon approval from the Board of Directors or committee thereof. These awards are granted at a target number of units and represent shares that are potentially issuable in the future. The performance share awards vest based on the Company’s stock price and dividend performance, TSR, at the end of, generally, three-year periods relative to a group of industry peers. Potential shares of the Corporation's common stock that each participant is eligible to receive is based on the initial target number of shares granted multiplied by a percentage range between 0% and 250% . Grant date fair value of the performance share awards was calculated using the Monte Carlo simulation model, which incorporated stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods. Stock-based compensation expense associated with unvested performance share awards is recognized on a straight-line basis over the minimum required service period.

In addition, final shares issued under each performance share award entitle its holder to a cash payment equal to the aggregate declared dividends with record dates during the performance period, beginning on the grant date and ending the day before the awards are released. The projected shares to be awarded are not considered issued under the Incentive Award Plan until the performance period has ended and the actual number of shares to be released is determined. The performance shares and dividend rights are subject to forfeiture in the event of a non-qualifying termination of a participant prior to the performance period end date.

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Notes to Consolidated Financial Statements - (continued)

December 31, 2015

The following table summarizes performance share award activity under the Incentive Award Plan:



	2015				2014
	Number of Target Shares		Weighted Average Fair Value (per share)		Number of Target Shares	Weighted Average Fair Value (per share)
Outstanding non-vested awards, beginning of year	610,797		$	13.49	367,914	$	13.45
Grants at target ⁽¹⁾	279,199		14.78		242,883	13.56
Earned above performance target ⁽²⁾	387,027		13.45		—	—
Vested ⁽³⁾	(804,298	)	13.46		—	—
Outstanding non-vested awards, end of year	472,725		$	14.28	610,797	$	13.49

⁽¹⁾ The performance period for the 2015 performance awards began January 1, 2015 and continues through December 31, 2017, and the performance period for the 2014 performance awards began January 1, 2014 and continues through December 31, 2016.

⁽²⁾ Represents shares that were earned in excess of target for the grants whose performance period ended on December 31, 2015.

⁽³⁾ The number of shares that vested in 2015 includes 134,932 shares released at target in connection with a qualifying termination of a participant. Dividend rights of $1.1 million associated with all shares released were paid in cash during 2015.

Approximately $0.2 million and $0.7 million in dividend rights have been accrued as of December 31, 2015 and 2014 , respectively. For outstanding non-vested awards at December 31, 2015 , no shares would have been released based on the Corporation's TSR relative to the specified peer groups through that date.

Stock-based Compensation Expense

For the years ended December 31, 2015 , 2014 and 2013 , the Company recognized $13.3 million , $11.3 million and $8.8 million , respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations.

As of December 31, 2015 , the remaining unamortized stock-based compensation expense totaled $8.7 million , including $5.1 million related to restricted stock awards and $3.6 million related to performance share awards, which is recognized as the greater of the amount amortized on a straight-line basis over the service period of each applicable award or the amount vested over the vesting periods.

401(k) Plan

The Company has a 401(k) Plan, which is available to full-time employees who have completed at least three months of service with the Company. Currently, the Company provides a matching contribution in cash, up to a maximum of 4% of compensation, which vests immediately.

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Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Note 15. Income (Loss) Per Share

The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per share computed using the two-class method (dollars in thousands):



	Years Ended December 31,
	2015			2014			2013
Basic and diluted income (loss):
Income (loss) from continuing operations	$	25,064		$	(50,895	)	$	(33,172	)
Gain on disposition of assets	88,978			13,240			—
Less: income attributable to unvested restricted stock	(696		)	(1,099		)	(1,291		)
Income (loss) used in basic and diluted loss per share from continuing operations	113,346			(38,754		)	(34,463		)
Income from discontinued operations	688			3,856			34,849
Net income (loss) attributable to common stockholders used in basic and diluted income (loss) per share	$	114,034		$	(34,898	)	$	386

Basic weighted average shares of common stock outstanding:
Weighted average shares of common stock outstanding	433,361,726			388,604,270			257,153,935
Less: unvested weighted average shares of restricted stock	(1,138,773		)	(1,794,524		)	(2,133,370		)
Weighted average number of shares outstanding used in basic income (loss) per share	432,222,953			386,809,746			255,020,565
Net income (loss) per share attributable to common stockholders-basic	$	0.26		$	(0.09	)	$	0.00

Diluted weighted average shares of common stock ⁽¹⁾
Stock options	3,384			—			—
Unvested performance shares	319,288			—			—
Weighted average number of shares of common stock used in diluted income (loss) per share	432,545,625			386,809,746			255,020,565
Net income (loss) per share attributable to common stockholders-diluted	$	0.26		$	(0.09	)	$	0.00

Potentially dilutive shares of common stock ⁽²⁾
Unvested shares of restricted stock	339,541			731,444			704,306
Unvested performance shares	—			770,688			189,530
Stock options	—			5,146			662
Total	339,541			1,507,278			894,498

⁽¹⁾ Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be antidilutive.

⁽²⁾ Due to a loss from continuing operations for 2014 and 2013, no potentially dilutive securities were included in computing loss per share of common stock during those periods as their effect would be anti-dilutive.

The Corporation intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the note holders entirely in cash, therefore, the "if-converted" method does not apply and the treasury stock method is being used. As the Corporation's stock price is below the conversion price, there are no potentially dilutive shares associated with the Convertible Notes.

Note 16. Costs Associated With Restructuring Activities

On November 16, 2015, the Company’s Board of Directors approved the strategic decision to relocate its headquarters from Scottsdale, Arizona to Dallas, Texas. The Company anticipates that it will begin occupying temporary office space in the new headquarters in the spring of 2016 and that the move will be finalized by the end of 2016. As a result of

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Notes to Consolidated Financial Statements - (continued)

December 31, 2015

moving its corporate headquarters, the Company will incur various restructuring charges, including employee separation and relocation costs. The restructuring charges incurred for the year ended December 31, 2015 totaled $7.1 million and are included within restructuring charges on the accompanying consolidated statements of operations. The Company currently anticipates to incur total costs of approximately $20.0 million relating to this relocation. This amount includes an estimated $4.8 million in capitalized costs related to tenant improvements and fixtures for the new corporate headquarters. In February 2016, the Company signed a lease for the new corporate headquarters in Dallas.

Employee separation costs include severance payments, retention bonuses and pro-rated annual bonuses. Estimated separation costs were generally based on the anticipated separation date of June 30, 2016 and were recognized in December 2015, the date the employee elected to separate. Estimated separation costs are subject to change as individual separation dates may vary. Employee relocation costs include a transition bonus and reimbursement for certain moving costs, which will be recognized as the service is provided and the related liability is incurred.

The fair value of the liability for the Scottsdale office lease termination will be recognized on the earlier of the sublease date (if entered into) or the cease-use date. Other costs incurred as a direct result of the restructuring plan, such as placement fees and consulting fees, are expensed as incurred.

The following table presents a reconciliation of the liability attributable to restructuring costs incurred as of December 31, 2015 , which are recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets (in thousands):



	Employee Separation/Relocation Costs			Other Restructuring Costs			Total
Beginning balance, as of December 31, 2014	$	—		$	—		$	—
Accruals	6,045			1,011			7,056
Payments	(291		)	(839		)	(1,130		)
Ending balance, as of December 31, 2015	$	5,754		$	172		$	5,926

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Notes to Consolidated Financial Statements - (continued)

December 31, 2015

Note 17. Consolidated Quarterly Financial Data

The following table sets forth certain unaudited consolidated financial information for each of the four quarters included in the years ended December 31, 2015 and 2014 (in thousands, except share and per share data):



	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter			Year
2015	(unaudited)
Total revenues	$	162,287		$	167,934		$	168,425		$	168,689		$	667,335
Depreciation and amortization	66,296			64,671			64,493			65,173			260,633
Interest	57,914			56,167			54,673			54,147			222,901
Other expenses	23,086			52,766			40,353			39,370			155,575
(Loss) gain on debt extinguishment	(1,230		)	3,377			342			(5,651		)	(3,162		)
Income (loss) from continuing operations	13,761			(2,293		)	9,248			4,348			25,064
Income (loss) from discontinued operations	227			494			(41		)	8			688
Net income (loss) attributable to common stockholders	25,324			60,891			17,167			11,348			114,730
Net income (loss) per share attributable to common stockholders:
Basic	$	0.06		$	0.14		$	0.04		$	0.03		$	0.26
Diluted	$	0.06		$	0.14		$	0.04		$	0.03		$	0.26
Dividends declared per common share	$	0.17000		$	0.17000		$	0.17000		$	0.17500		$	0.68500

2014
Total revenues	$	143,972		$	151,789		$	152,295		$	154,815		$	602,871
Depreciation and amortization	60,549			61,968			62,069			63,380			247,966
Interest	54,399			55,992			53,535			56,144			220,070
Other expenses	19,554			58,023			31,175			12,228			120,980
(Loss) gain on debt extinguishment	—			(64,708		)	212			(254		)	(64,750		)
Income (loss) from continuing operations	9,470			(88,902		)	5,728			22,809			(50,895		)
Income (loss) from discontinued operations	3,047			371			691			(253		)	3,856
Net income (loss) attributable to common stockholders	14,239			(89,821		)	7,670			34,113			(33,799		)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.04		$	(0.24	)	$	0.02		$	0.08		$	(0.09	)
Diluted	$	0.04		N/A			$	0.02		$	0.08		N/A
Dividends declared per common share	$	0.16625		$	0.16625		$	0.16625		$	0.17000		$	0.66875

Note 18. Subsequent Events

On February 18, 2016, the Company's Board of Directors authorized a stock repurchase program to acquire up to $200.0 million of the Company's common stock in the open market or through private transactions from time to time over the next 18 months.

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I tem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 2015 of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2015 , that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control over Financial Reporting

Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - 2013 Integrated Framework to assess the effectiveness of the Company’s internal control over financial reporting. Based upon the assessments, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2015 , internal control over financial reporting was effective.

Ernst & Young LLP, the Company’s independent registered public accounting firm, audited the financial statements included in this Annual Report on Form 10-K and has issued an attestation report on the Company’s effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. Other Information

On February 23, 2016, we entered into an amendment to the employment agreement of Phillip D. Joseph, Jr., our Chief Financial Officer, Executive Vice President and Treasurer. The amendment provides that Mr. Joseph is eligible to receive an annual discretionary incentive payment under the Company’s annual bonus plan, as may be in effect

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from time to time, based on a target bonus opportunity equal to 125% (originally 100%), and a maximum bonus opportunity equal to 200% (originally 150%), of his base salary, respectively. Additionally, the amendment increases Mr. Joseph’s base salary to $415,000 (originally $400,000), effective January 1, 2016. Any annual bonus plan incentive payment will be based upon the attainment of one or more pre-established performance criteria set by the Board of Directors (or a committee thereof), in its sole discretion.

We are currently in the midst of a search for a new general counsel. We expect our employment relationship with our current general counsel to terminate on March 4, 2016. We are currently seeking to negotiate a severance agreement with our current general counsel. We cannot assure you that we will be able to reach a separation on mutually agreeable terms.

On February 18, 2016, the Compensation Committee of the Board of Directors of Spirit Realty Capital, Inc. approved a 2016 bonus program applicable to its executive officers, Tom H. Nolan, Phillip D. Joseph, Jr. Gregg A. Seibert and Mark L. Manheimer. Prior to its approval, the Compensation Committee engaged in a review of its incentive compensation program, with the assistance of its independent compensation consultant, Towers Watson.

Under the 2016 Bonus Program, the executives will be eligible to earn cash bonuses based on the Company’s achievement in 2016 of performance goals relating to (i) Adjusted Funds From Operations (a supplemental non-GAAP financial measure defined in this Annual Report on Form 10-K ); (ii) ratio of debt to EBITDA (a supplemental non-GAAP financial measure meaning earnings of the Company before interest, taxes, depreciation and amortization); (iii) weighted average occupancy levels of Company real estate assets; and (iv) acquisition volume, as well as each executive’s achievement of individual performance goals. In determining each executive’s actual bonus under the 2016 Bonus Program, the goals will be weighted as follows for the applicable executive:



Executive	AFFO	Debt to EBITDA	Occupancy	Acquisitions	Individual Performance
Thomas H. Nolan	17.5%	17.5%	17.5%	17.5%	30%
Phillip D. Joseph, Jr.	17.5%	26.25%	13.125%	13.125%	30%
Gregg A. Seibert	17.5%	8.75%	8.75%	35%	30%
Mark L. Manheimer	17.5%	8.75%	21.875%	21.875%	30%

Each executive must be employed by the Company through the date on which the Company pays bonuses under the 2016 Bonus Program in order to be eligible to receive a bonus under the program.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 11. Executive Compensation

The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) and (2)

Financial Statements and Schedules . The following documents are filed as a part of this report (see Item 8):

Reports of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2015 and 2014 .

Consolidated Statements of Operations for the Years Ended December 31, 2015 , 2014 and 2013 .

Consolidated Statements of Comprehensive Income (Loss) for the Years December 31, 2015 , 2014 and 2013 .

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015 , 2014 and 2013 .

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 , 2014 and 2013 .

Notes to Consolidated Financial Statements.

Schedule III - Real Estate and Accumulated Depreciation.

Schedule IV - Mortgage Loans on Real Estate as of December 31, 2015 .

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All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and the notes thereto.

(b) Exhibits .



Exhibit No.	Description

1.1	Equity Distribution Agreement among Spirit Realty Capital, Inc. and the persons named therein, dated April 15, 2014 filed as Exhibit 1.1 to the Company's Form 8-K on April 15, 2014 and incorporated herein by reference.


2.1	Agreement and Plan of Merger, dated as of January 22, 2013, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 8, 2013, by and among Spirit Realty Capital, Inc. (f/k/a Cole Credit Property Trust II, Inc.), a Maryland corporation, Spirit Realty Capital, Inc., a Maryland corporation, Cole Operating Partnership II, LP, a Delaware limited partnership and Spirit Realty, L.P., a Delaware limited partnership. Previously filed by Spirit Realty Capital, Inc. as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 22, 2013 and Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 9, 2013, respectively.

2.2	Articles of Merger by and between Spirit Realty Capital, Inc. (f/k/a Cole Credit Property Trust II, Inc.), a Maryland corporation, and Spirit Realty Capital, Inc., a Maryland corporation and the Amended and Restated Charter of Spirit Realty Capital, Inc. (f/k/a Cole Credit Property Trust II, Inc.) filed as Exhibit (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-51963), filed on July 17, 2013).

3.1	Articles of Restatement of Spirit Realty Capital, Inc. filed Exhibit 3.1 to the Company's Registration Statement on Form S-3 on November 8, 2013 and incorporated herein by reference.

3.2	Articles of Amendment of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Form 8-K on May 13, 2014 and incorporated herein by reference.

3.3	Third Amended and Restated Bylaws of Spirit Realty Capital, Inc. filed as Exhibit 10.5 to the Company’s Form 8-K on August 28, 2015 and incorporated herein by reference.

4.1	Form of Certificate for Common Stock of Spirit Realty Capital, Inc. filed as Exhibit 4.1 to the Registration Statement on Form S-4 on March 29, 2013 and incorporated herein by reference.

4.2	Second Amended and Restated Master Indenture among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Citibank, N.A., dated May 20, 2014 filed as Exhibit 4.1 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.3	Amendment No. 1 to the Second Amended and Restated Master Indenture among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Citibank, N.A., dated November 26, 2014 filed as Exhibit 4.1 to the Company's Form 8-K on December 1, 2014 and incorporated herein by reference.

4.4	Series 2014-1 Indenture Supplement among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Citibank, N.A., dated May 20, 2014 filed as Exhibit 4.2 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.5	Series 2014-2 Indenture Supplement among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Citibank, N.A., dated May 20, 2014 filed as Exhibit 4.3 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.6	Series 2014-3 Indenture Supplement among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Citibank, N.A., dated May 20, 2014 filed as Exhibit 4.3 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.7	Series 2014-4 Indenture Supplement among Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC, Spirit Master Funding VI, LLC, Spirit Master Funding VIII, LLC and Citibank, N.A., dated November 26, 2014 filed as Exhibit 4.2 to the Company's Form 8-K on December 1, 2014 and incorporated herein by reference.

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Exhibit No.	Description
4.8	Master Indenture, between Citibank, N.A. and Spirit Master Funding VII, LLC, dated as of December 23, 2013. Previously filed by Spirit Realty Capital, Inc. as Exhibit 10.21 to the Company's Annual Report on Form 10-K on March 4, 2014 and incorporated herein by reference.

4.9	Series 2013-1 Supplement, between Citibank, N.A. and Spirit Master Funding VII, LLC, dated as of December 23, 2013, filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2014.

4.10	Series 2013-2 Supplement, between Citibank, N.A. and Spirit Master Funding VII, LLC, dated as of December 23, 2013, filed as Exhibit 10.23 to Annual Report on Form 10-K on March 4, 2014 and incorporated herein by reference.

4.11	Indenture, dated May 20, 2014, between the Company and Wilmington Trust, National Association, filed as Exhibit 4.1 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.12	First Supplemental Indenture, dated May 20, 2014, by and between Spirit Realty Capital, Inc. and Wilmington Trust, National Association (including the form of 2.875% Convertible Senior Note due 2019) filed as Exhibit 4.2 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

4.13	Second Supplemental Indenture, dated May 20, 2014, by and between Spirit Realty Capital, Inc. and Wilmington Trust, National Association (including the form of 3.75% Convertible Senior Note due 2021) filed as Exhibit 4.3 to the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

10.1	Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan filed as Exhibit 10.7 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.2	Form of 2012 Incentive Award Plan Restricted Stock Award Grant Notice and Agreement filed as Exhibit 10.9 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.3	Form of 2012 Incentive Award Plan Stock Payment Award Grant Notice and Agreement filed as Exhibit 10.9 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.4	Form of Performance Share Award Agreement. Previously filed by Spirit Realty Capital, Inc. as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 17, 2013.

10.5	Credit Agreement, by and among Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Spirit Realty, L.P. and various lenders, dated as of July 17, 2013 filed as Exhibit 10.01 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.6	Guaranty, by and among Spirit Realty Capital, Inc., Spirit General OP Holdings, LLC, Deutsche Bank Securities Inc. and various lenders, dated as of July 17, 2013 filed as Exhibit 10.2 to the Company’s Form 8-K filed on July 17, 2013 and incorporated herein by reference.

10.7	Security Agreement, by and among Spirit Realty Capital, Inc., Spirit General OP Holdings, LLC, Spirit Realty, L.P., Spirit Master Funding IV, LLC, Spirit Master Funding V, LLC, Deutsche Bank Securities Inc. and various lenders, dated as of July 17, 2013 filed as Exhibit 10.3 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.8	Omnibus Collateral Assignment of Material Agreements, Permits and Licenses, by and among Spirit Realty Capital, Inc., Spirit General OP Holdings, LLC, Spirit Realty, L.P., Spirit Master Funding IV, LLC, Spirit Master Funding V, LLC, Deutsche Bank Securities Inc. and various lenders, dated as of July 17, 2013. Previously filed by Spirit Realty Capital, Inc. as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 17, 2013.

10.9	Loan Agreement, between German American Capital Corporation and Spirit SPE Loan Portfolio 2013-2, LLC, dated as of July 17, 2013 filed as Exhibit 10.4 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.10	Guaranty of Recourse Obligations of Borrower, by Spirit Realty, L.P. in favor of German American Capital Corporation, dated as of July 17, 2013 filed as Exhibit 10.6 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

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Exhibit No.	Description
10.11	Loan Agreement, between Barclays Bank PLC and Spirit SPE Loan Portfolio 2013-3, LLC, dated as of July 17, 2013 filed as Exhibit 10.7 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.12	Guaranty of Recourse Obligations of Borrower by Spirit Realty, L.P. in favor of Barclays Bank PLC, dated as of July 17, 2013 filed as Exhibit 10.8 to the Company’s Form 8-K on July 17, 2013 and incorporated herein by reference.

10.13	Second Amended and Restated Property Management and Servicing Agreement dated May 20, 2014, by and among Spirit Realty, L.P., Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Midland Loan Services, a division of PNC Bank, National Association filed as Exhibit 1.1 of the Company's Form 8-K on May 20, 2014 and incorporated herein by reference.

10.14	Amendment No. 1 to the Second Amended and Restated Property Management and Servicing Agreement dated November 26, 2014, by and among Spirit Realty, L.P., Spirit Master Funding, LLC, Spirit Master Funding II, LLC, Spirit Master Funding III, LLC and Midland Loan Services, a division of PNC Bank, National Association filed as Exhibit 1.2 of the Company's Form 8-K on December 1, 2014 and incorporated herein by reference.

10.15	Property Management and Servicing Agreement, between Midland Loan Services, Spirit Master Funding VII, LLC and Spirit Realty, L.P., dated as of December 23, 2013 filed as Exhibit 10.24 to its Annual Report on Form 10-K filed on March 4, 2014 and incorporated herein by reference.

10.16	Defeasance, Assignment, Assumption and Release Agreement dated June 5, 2014 by and among Spirit SPE Portfolio 2006-1, LLC and Spirit SPE Portfolio 2006-2, LLC, U.S. Bank, National Association as Trustee for the Lender, Midland Loan Servicer, a division of PNC Bank, National Association as servicer and U.S. Bank, National Association as Securities Intermediary and Custodian filed as Exhibit 1.1 of the Company's Form 8-K on June 6, 2014 and incorporated herein by reference.

10.17	First Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P. on September 12, 2014.

10.18	Amended and Restated Master Lease between Spirit SPE Portfolio 2006-1, LLC and Spirit SPE Portfolio 2006-2, LLC, and Shopko Stores Operating CO., LLC, dated December 15, 2014 filed as Exhibit 1.2 of the Company's Form 8-K on December 1, 2014 and incorporated herein by reference.

10.19	Form of Indemnification Agreement of Spirit Realty Capital, Inc. filed as Exhibit 10.1 of the Company's Form 8-K on July 17, 2013 and incorporated herein by reference.

10.20	Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Thomas H. Nolan, Jr., dated as of July 17, 2013 filed as Exhibit 10.2 of the Company's Form 8-K on July 17, 2013 and incorporated herein by reference.

10.21	Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Michael A. Bender, dated as of July 17, 2013 filed as Exhibit 10.3 of the Company's Form 8-K on July 17, 2013 and incorporated herein by reference.

10.23	Transition and Separation Agreement among Spirit Realty Capital, Inc. and Michael A. Bender dated as of August 27, 2015 and filed as Exhibit 10.4 of the Company's form 8-K on August 28, 2015 and incorporated herein by reference.

10.25	Director Compensation Program of Spirit Realty Capital, Inc. filed as Exhibit 10.10 of the Company's Form 8-K on July 17, 2013 and incorporated herein by reference.

10.26	Employment Agreement among Spirit Realty Capital, Inc. and Phillip D. Joseph, Jr., dated as of March 25, 2015 filed as Exhibit 10.1 of the Company's Form 8-K on March 25, 2015 and incorporated herein by reference.

10.27*	Employment Letter Agreement between Spirit Realty Capital, Inc. and Philip D. Joseph, Jr. dated as of October 14, 2015 filed within as Exhibit 10.27 of the Company's Annual Report on Form 10-K on February 26, 2016.

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Exhibit No.	Description
10.28*	First Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Phillip D. Joseph, Jr, dated as of February 23, 2016 filed within as Exhibit 10.28 of the Company's Annual Report on Form 10-K on February 26, 2016.

10.29	Credit Agreement among Spirit Realty L.P., Wells Fargo Bank, N.A., as the administrative agent, and the various financial institutions as are or may become parties thereto, dated as of March 31, 2015, filed as Exhibit 10.1 to the Company's Form 8-K on March 31, 2015 and incorporated herein by reference.

10.30	Second Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Thomas H. Nolan, Jr., dated as of August 27, 2015 filed as Exhibit 10.1 of the Company's Form 8-K on August 28, 2015 and incorporated herein by reference.

10.31	Third Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Gregg A. Seibert, dated as of August 27, 2015 filed as Exhibit 10.2 of the Company's Form 8-K on August 28, 2015 and incorporated herein by reference.

10.32	Second Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Mark Manheimer, dated as of August 27, 2015 filed as Exhibit 10.3 of the Company's Form 8-K on August 28, 2015 and incorporated herein by reference.

10.33	Term Loan Agreement among Spirit Realty L.P., various financial institutions, as lenders, and Bank of America, N.A., as the administrative agent, dated as of November 3, 2015, filed as Exhibit 10.1 to the Company's Form 8-K on November 6, 2015 and incorporated herein by reference.

10.34*	First Amendment to the Credit Agreement among Spirit Realty L.P., various financial institutions, as lenders, and Wells Fargo Bank, N.A., as the administrative agent, dated as of November 3, 2015, filed within as Exhibit 10.34 to the Company's Annual Report Form 10-K on February 26, 2016.

10.35*	Credit Agreement Guaranty dated as of March 31, 2015 in favor of Wells Fargo Bank National Association, the Administrative Agent for the lenders, and among Spirit Realty, L.P., filed within as Exhibit 10.35 of the Company's Annual Report on Form 10-K on February 26, 2016.

10.36*	The 2016 executive cash bonus program, was approved by the Compensation Committee of the Board of Directors of Spirit Realty Capital, Inc.on February 18, 2016 and is filed within as Exhibit 10.36 of the Company's Annual Report on Form 10-K on February 26, 2016.

14.1	Code of Business Conduct and Ethics of Spirit Realty Capital, Inc. filed as Exhibit 14.1 to its Annual Report on Form 10-K on March 5, 2013 and incorporated herein by reference.

16.1	Deloitte & Touche LLP’s Response Letter to the Securities and Exchange Commission dated as of July 17, 2013 filed as Exhibit 16.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 17, 2013.

21.1*	List of Subsidiaries of Spirit Realty Capital, Inc. as of December 31, 2015.

23.1*	Consent of Ernst & Young LLP the Company's Independent Registered Accounting Firm

31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1**	The following financial information from Spirit Realty Capital, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.


*	Filed herewith.

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**	Pursuant to applicable securities laws and regulations, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

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SPIRIT REALTY CAPITAL, INC.

Schedule III Real Estate and

Accumulated Depreciation

(Amounts in thousands)

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which

depreciation in

latest Statement of Operations is

computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



General Merchandise
	Aberdeen, SD	(d)	$	3,857	$	3,348	$	—		$	—	$	3,857	$	3,348	$	7,205	$	(1,352	)	1984	05/31/06	15 to 30 Years
	Ainsworth, NE	(a)	360		1,829		—			—		360		1,829		2,189		(399		)	2007	12/08/09	12 to 47 Years
	Alamogordo, NM	(a)	476		560		—			—		476		560		1,036		(78		)	2006	07/17/13	8 to 40 Years
	Albany, MO	(b)	66		410		—			—		66		410		476		(138		)	1990	05/31/06	15 to 30 Years
	Albert Lea, MN	(d)	2,526		3,141		—			—		2,526		3,141		5,667		(1,638		)	1985	05/31/06	15 to 20 Years
	Allegan, MI	(b)	741		1,198		—			—		741		1,198		1,939		(495		)	2000	05/31/06	15 to 30 Years
	Anderson, SC	8,160	4,770		6,883		—			—		4,770		6,883		11,653		(1,503		)	1993	07/17/13	8 to 21 Years
	Anderson, SC	(a)	351		966		—			—		351		966		1,317		(76		)	1992	07/17/13	10 to 41 Years
	Appleton, WI	(d)	4,898		5,804		—			—		4,898		5,804		10,702		(1,985		)	1971	05/31/06	15 to 30 Years
	Arcadia, WI	(b)	673		983		—			—		673		983		1,656		(507		)	2000	05/31/06	15 to 30 Years
	Archbold, OH	(b)	631		1,229		—			—		631		1,229		1,860		(506		)	2000	05/31/06	15 to 30 Years
	Attica, IN	(b)	550		1,116		—			—		550		1,116		1,666		(468		)	1999	05/31/06	15 to 30 Years
	Austin, MN	(d)	4,246		4,444		—			—		4,246		4,444		8,690		(1,694		)	1983	05/31/06	15 to 30 Years
	Baton Rouge, LA	(a)	328		996		—			—		328		996		1,324		(90		)	1999	07/17/13	10 to 40 Years
	Bay City, TX	(d)	1,192		3,250		—			—		1,192		3,250		4,442		(619		)	1990	07/17/13	3 to 20 Years
	Beeville, TX	(a)	101		1,814		—			—		101		1,814		1,915		(108		)	2004	07/17/13	10 to 45 Years
	Bellevue, NE	(d)	3,269		3,482		—			—		3,269		3,482		6,751		(1,355		)	1984	05/31/06	15 to 30 Years
	Beloit, WI	(d)	3,191		4,414		—			—		3,191		4,414		7,605		(2,260		)	1978	05/31/06	15 to 20 Years
	Belvidere, IL	(d)	3,061		3,609		—			—		3,061		3,609		6,670		(1,406		)	1995	05/31/06	15 to 30 Years
	Bethany, MO	(b)	648		379		—			—		648		379		1,027		(285		)	1974	05/31/06	15 to 20 Years
	Billings, MT	(d)	3,035		4,509		(259		)	—		2,776		4,509		7,285		(1,618		)	1990	05/31/06	15 to 30 Years
	Bloomfield, IN	(b)	639		940		—			—		639		940		1,579		(433		)	1999	05/31/06	15 to 30 Years
	Boise, ID	(d)	2,036		5,555		—			—		2,036		5,555		7,591		(1,914		)	1989	05/31/06	15 to 30 Years
	Borger, TX	(d)	907		3,243		—			—		907		3,243		4,150		(520		)	1991	07/17/13	3 to 25 Years
	Burlington, KS	(b)	371		565		—			—		371		565		936		(325		)	1990	05/31/06	15 to 20 Years
	Calumet City, IL	(a)	393		949		—			—		393		949		1,342		(96		)	1977	07/17/13	9 to 32 Years
	Carrollton, MO	(b)	352		345		—			—		352		345		697		(248		)	1994	07/21/11	9 to 20 Years
	Centerville, TN	(b)	420		776		—			—		420		776		1,196		(342		)	2000	05/31/06	15 to 30 Years
	Charlotte, NC	(a)	371		598		—			—		371		598		969		(87		)	1957	07/17/13	8 to 25 Years
	Chiefland, FL	(a)	376		1,206		—			—		376		1,206		1,582		(100		)	2007	07/17/13	10 to 47 Years
	Clanton, AL	(a)	350		816		—			—		350		816		1,166		(69		)	2007	07/17/13	10 to 46 Years

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Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Clare, MI	(b)	1,219	760	—		—	1,219	760	1,979	(498	)	2000	05/31/06	15 to 30 Years
Clarion, IA	(b)	365	812	—		—	365	812	1,177	(341	)	2000	05/31/06	15 to 30 Years
Clintonville, WI	(b)	495	1,089	—		—	495	1,089	1,584	(568	)	1978	05/31/06	15 to 20 Years
De Pere, WI	(d)	264	1,681	—		—	264	1,681	1,945	(541	)	2000	05/31/06	15 to 30 Years
De Pere, WI	(d)	1,275	2,113	—		—	1,275	2,113	3,388	(711	)	2005	05/31/06	15 to 40 Years
Delavan, WI	(d)	1,752	4,387	(118	)	—	1,634	4,387	6,021	(1,584	)	1995	05/31/06	15 to 30 Years
Denver, CO	(b)	7,839	9,299	—		—	7,839	9,299	17,138	(1,949	)	1991	07/17/13	5 to 17 Years
Dixon, IL	(d)	1,502	2,810	—		—	1,502	2,810	4,312	(1,081	)	1993	05/31/06	15 to 30 Years
Dowagiac, MI	(b)	762	984	—		—	762	984	1,746	(441	)	2000	05/31/06	15 to 30 Years
Duluth, MN	(d)	4,722	6,955	—		—	4,722	6,955	11,677	(2,413	)	1993	05/31/06	15 to 30 Years
Dyersville, IA	(b)	381	1,082	—		—	381	1,082	1,463	(423	)	2000	05/31/06	15 to 30 Years
Escanaba, MI	(d)	3,030	3,321	—		—	3,030	3,321	6,351	(1,637	)	1971	05/31/06	15 to 28 Years
Essex, MD	(a)	294	1,973	—		—	294	1,973	2,267	(121	)	1998	07/17/13	10 to 45 Years
Estherville, IA	(b)	630	463	—		—	630	463	1,093	(336	)	1976	05/31/06	15 to 20 Years
Fairmont, MN	(d)	2,393	3,546	—		—	2,393	3,546	5,939	(1,284	)	1984	05/31/06	15 to 30 Years
Fairview Heights, IL	(d)	1,418	2,383	—		—	1,418	2,383	3,801	(823	)	1990	07/17/13	3 to 10 Years
Fergus Falls, MN	(b)	738	1,175	—		—	738	1,175	1,913	(584	)	1986	05/31/06	15 to 20 Years
Flagstaff, AZ	(d)	1,474	1,321	—		—	1,474	1,321	2,795	(11	)	2001	11/02/15	15 to 30 Years
Foley, AL	(d)	1,240	2,983	—		—	1,240	2,983	4,223	(124	)	1994	05/08/15	9 to 20 Years
Fond du Lac, WI	(d)	4,110	5,210	—		—	4,110	5,210	9,320	(1,783	)	1985	05/31/06	15 to 30 Years
Forrest City, AR	(a)	331	860	—		—	331	860	1,191	(67	)	2002	07/17/13	10 to 45 Years
Fort Atkinson, WI	(d)	1,005	2,873	—		—	1,005	2,873	3,878	(1,043	)	1984	05/31/06	15 to 30 Years
Fountain Valley, CA	(d)	9,470	13,326	—		—	9,470	13,326	22,796	(591	)	1968	12/30/14	11 to 30 Years
Freeport, IL	(d)	1,941	2,431	—		—	1,941	2,431	4,372	(1,077	)	1994	05/31/06	15 to 30 Years
Gallatin, MO	(b)	57	405	—		—	57	405	462	(142	)	1990	05/31/06	15 to 30 Years
Glasgow, MT	(b)	772	1,623	—		—	772	1,623	2,395	(667	)	1998	05/31/06	15 to 30 Years
Glenwood, MN	(b)	775	1,404	—		—	775	1,404	2,179	(478	)	1996	05/31/06	15 to 40 Years
Gothenburg, NE	(a)	391	1,798	—		—	391	1,798	2,189	(392	)	2007	12/08/09	12 to 47 Years
Grafton, WI	(d)	2,952	4,206	—		—	2,952	4,206	7,158	(1,608	)	1989	05/31/06	15 to 30 Years
Grand Island, NE	(d)	3,401	5,497	—		—	3,401	5,497	8,898	(2,108	)	1983	05/31/06	15 to 30 Years
Green Bay, WI	(d)	6,155	6,298	—		—	6,155	6,298	12,453	(2,153	)	1979	05/31/06	15 to 30 Years
Green Bay, WI	(d)	8,698	12,160	—		—	8,698	12,160	20,858	(5,517	)	2000	05/31/06	15 to 28 Years
Green Bay, WI	(d)	1,269	1,937	—		—	1,269	1,937	3,206	(655	)	2005	05/31/06	15 to 40 Years
Green Bay, WI	(d)	4,788	4,605	—		—	4,788	4,605	9,393	(2,308	)	1966	05/31/06	15 to 28 Years
Greenfield, OH	(b)	555	1,041	—		—	555	1,041	1,596	(439	)	2000	05/31/06	15 to 30 Years
Griffin, GA	(a)	459	1,322	—		—	459	1,322	1,781	(100	)	2007	07/17/13	10 to 49 Years
Grovetown, GA	(a)	425	933	—		—	425	933	1,358	(82	)	2007	07/17/13	10 to 45 Years

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Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Harrisonville, MO	(a)	316	466	—		—	316	466	782	(71	)	1996	07/17/13	8 to 33 Years
Hart, MI	(b)	565	1,377	—		—	565	1,377	1,942	(522	)	1999	05/31/06	15 to 30 Years
Hartsville, SC	(a)	536	813	—		—	536	813	1,349	(113	)	2007	07/17/13	10 to 37 Years
Havana, IL	(b)	526	813	—		—	526	813	1,339	(360	)	2000	05/31/06	15 to 30 Years
Helena, MT	(d)	3,176	5,583	(724	)	—	2,452	5,583	8,035	(1,945	)	1992	05/31/06	15 to 30 Years
Hodgenville, KY	(d)	709	838	—		—	709	838	1,547	(403	)	1999	05/31/06	15 to 30 Years
Houghton, MI	(d)	1,963	4,025	—		—	1,963	4,025	5,988	(1,622	)	1994	05/31/06	15 to 30 Years
Hutchinson, MN	(d)	2,793	4,108	—		—	2,793	4,108	6,901	(1,474	)	1991	05/31/06	15 to 30 Years
Jacksonville, IL	(d)	3,603	3,569	—		—	3,603	3,569	7,172	(1,756	)	1996	05/31/06	15 to 30 Years
Janesville, WI	(d)	3,166	4,808	—		—	3,166	4,808	7,974	(2,329	)	1980	05/31/06	15 to 28 Years
Kennewick, WA	(d)	4,044	5,347	—		—	4,044	5,347	9,391	(1,970	)	1989	05/31/06	15 to 30 Years
Kenosha, WI	(d)	3,079	4,259	—		—	3,079	4,259	7,338	(2,174	)	1980	05/31/06	15 to 20 Years
Kewaunee, WI	(b)	872	758	—		—	872	758	1,630	(458	)	2000	05/31/06	15 to 30 Years
Kimberly, WI	(d)	3,550	4,749	—		—	3,550	4,749	8,299	(2,243	)	1979	05/31/06	15 to 28 Years
Kingsford, MI	(d)	3,736	3,570	—		—	3,736	3,570	7,306	(1,805	)	1970	05/31/06	15 to 28 Years
La Crosse, WI	(d)	2,896	3,810	—		—	2,896	3,810	6,706	(1,881	)	1978	05/31/06	15 to 20 Years
Lake Hallie, WI	(d)	2,627	3,965	—		—	2,627	3,965	6,592	(1,732	)	1982	05/31/06	15 to 30 Years
Lancaster, WI	(b)	581	1,018	—		—	581	1,018	1,599	(438	)	1999	05/31/06	15 to 30 Years
Lander, WY	(b)	289	589	—		—	289	589	878	(318	)	1974	05/31/06	15 to 20 Years
Largo, FL	(a)	758	1,025	—		—	758	1,025	1,783	(89	)	1999	07/17/13	9 to 36 Years
Layton, UT	(d)	2,950	3,408	—		—	2,950	3,408	6,358	(1,300	)	1988	05/31/06	15 to 30 Years
Lewiston, ID	(d)	409	2,999	—		—	409	2,999	3,408	(1,502	)	1987	05/31/06	15 to 20 Years
Livingston, TN	(d)	429	822	—		—	429	822	1,251	(352	)	2000	05/31/06	15 to 30 Years
Logan, UT	(d)	454	3,453	—		—	454	3,453	3,907	(1,721	)	1989	05/31/06	15 to 20 Years
Madison, SD	(b)	1,060	1,015	—		—	1,060	1,015	2,075	(620	)	1975	05/31/06	15 to 20 Years
Manistique, MI	(b)	659	1,223	—		—	659	1,223	1,882	(514	)	2000	05/31/06	15 to 30 Years
Manitowoc, WI	(d)	2,573	4,011	—		—	2,573	4,011	6,584	(2,021	)	1977	05/31/06	15 to 28 Years
Mankato, MN	(d)	6,167	4,861	—		—	6,167	4,861	11,028	(2,356	)	1971	05/31/06	15 to 28 Years
Mansfield, TX	(a)	859	599	—		—	859	599	1,458	(75	)	2007	07/17/13	10 to 34 Years
Marinette, WI	(d)	1,452	3,736	—		—	1,452	3,736	5,188	(1,372	)	1990	05/31/06	15 to 30 Years
Marion, KY	(b)	724	765	—		—	724	765	1,489	(396	)	2000	05/31/06	15 to 30 Years
Marquette, MI	(d)	4,423	5,774	—		—	4,423	5,774	10,197	(2,809	)	1969	05/31/06	15 to 20 Years
Marshall, MN	(d)	4,152	2,872	—		—	4,152	2,872	7,024	(1,582	)	1972	05/31/06	15 to 28 Years
Marshfield, WI	(d)	3,272	4,406	—		—	3,272	4,406	7,678	(2,086	)	1968	05/31/06	15 to 28 Years
Mason City, IA	(d)	2,186	3,888	—		—	2,186	3,888	6,074	(1,905	)	1985	05/31/06	15 to 28 Years
Memphis, MO	(b)	448	313	—		—	448	313	761	(218	)	1983	05/31/06	15 to 20 Years
Mineral Wells, TX	(a)	448	878	—		—	448	878	1,326	(81	)	2008	07/17/13	10 to 42 Years
Minerva, OH	(b)	1,103	902	—		—	1,103	902	2,005	(523	)	2000	05/31/06	15 to 30 Years
Missoula, MT	(d)	4,123	5,253	—		—	4,123	5,253	9,376	(2,473	)	1987	05/31/06	15 to 28 Years

125

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Mitchell, IN	(b)	554	791	—		—	554	791	1,345	(374	)	2000	05/31/06	15 to 30 Years
Mitchell, SD	(d)	3,918	3,126	—		—	3,918	3,126	7,044	(1,596	)	1973	05/31/06	15 to 28 Years
Monmouth, IL	(d)	2,037	1,166	—		—	2,037	1,166	3,203	(818	)	1971	05/31/06	15 to 20 Years
Monroe, WI	(d)	1,526	4,027	—		—	1,526	4,027	5,553	(1,453	)	1994	05/31/06	15 to 30 Years
Monticello, IL	(b)	641	1,172	—		—	641	1,172	1,813	(487	)	1999	05/31/06	15 to 30 Years
Montpelier, OH	(b)	557	1,130	—		—	557	1,130	1,687	(464	)	2000	05/31/06	15 to 30 Years
Mount Ayr, IA	(b)	228	666	—		—	228	666	894	(251	)	1995	05/31/06	15 to 30 Years
Mount Carmel, IL	(b)	972	1,602	—		—	972	1,602	2,574	(870	)	2000	05/31/06	15 to 20 Years
Murfreesboro, TN	(d)	3,413	6,727	—		—	3,413	6,727	10,140	(320	)	1985	02/25/15	9 to 20 Years
Navasota, TX	(a)	322	868	—		—	322	868	1,190	(80	)	2007	07/17/13	10 to 44 Years
Neenah, WI	(d)	2,944	5,595	(38	)	—	2,906	5,595	8,501	(1,951	)	1990	05/31/06	15 to 30 Years
New London, WI	1,778	1,008	2,094	—		—	1,008	2,094	3,102	(503	)	1991	07/17/13	3 to 18 Years
Newaygo, MI	(b)	633	1,155	—		—	633	1,155	1,788	(474	)	2000	05/31/06	15 to 30 Years
Norfolk, NE	(d)	2,701	2,912	—		—	2,701	2,912	5,613	(1,315	)	1984	05/31/06	15 to 30 Years
Oconto, WI	(b)	496	1,176	—		—	496	1,176	1,672	(493	)	2000	05/31/06	15 to 30 Years
Ogden, UT	(d)	2,448	3,864	—		—	2,448	3,864	6,312	(1,401	)	1988	05/31/06	15 to 30 Years
Okeechobee, FL	(a)	409	1,298	—		—	409	1,298	1,707	(95	)	2006	07/17/13	10 to 47 Years
Omaha, NE	(d)	5,320	4,086	—		—	5,320	4,086	9,406	(1,537	)	1985	05/31/06	15 to 30 Years
Omaha, NE	(d)	5,477	3,986	—		—	5,477	3,986	9,463	(1,492	)	1984	05/31/06	15 to 30 Years
Onalaska, WI	(d)	2,468	4,392	—		—	2,468	4,392	6,860	(1,588	)	1989	05/31/06	15 to 30 Years
O'Neill, NE	(a)	400	1,752	—		—	400	1,752	2,152	(427	)	1972	12/08/09	12 to 47 Years
Osceola, IA	(b)	322	422	—		—	322	422	744	(227	)	1978	05/31/06	15 to 20 Years
Oshkosh, WI	(d)	3,594	4,384	—		—	3,594	4,384	7,978	(1,577	)	1984	05/31/06	15 to 30 Years
Peoria, IL	4,950	2,407	5,452	—		—	2,407	5,452	7,859	(467	)	2006	07/17/13	2 to 40 Years
Perry, IA	(b)	651	1,015	—		—	651	1,015	1,666	(463	)	1998	05/31/06	15 to 30 Years
Port Washington, WI	(d)	436	1,427	—		—	436	1,427	1,863	(484	)	1982	05/31/06	15 to 40 Years
Powell, WY	(b)	1,264	859	—		—	1,264	859	2,123	(510	)	1985	05/31/06	15 to 20 Years
Quincy, IL	(d)	3,510	4,916	—		—	3,510	4,916	8,426	(2,401	)	1986	05/31/06	15 to 28 Years
Racine, WI	(d)	3,076	5,305	—		—	3,076	5,305	8,381	(2,439	)	1979	05/31/06	15 to 20 Years
Rawlins, WY	(b)	430	581	—		—	430	581	1,011	(350	)	1971	05/31/06	15 to 20 Years
Redding, CA	(d)	7,043	5,255	—		—	7,043	5,255	12,298	(1,915	)	1989	05/31/06	15 to 30 Years
Rensselaer, NY	(a)	705	657	—		—	705	657	1,362	(263	)	1971	07/17/13	3 to 13 Years
Rice Lake, WI	(d)	1,535	3,407	—		—	1,535	3,407	4,942	(1,350	)	1995	05/31/06	15 to 30 Years
River Falls, WI	(d)	1,787	4,283	—		—	1,787	4,283	6,070	(1,565	)	1994	05/31/06	15 to 30 Years
Rochester, MN	(d)	6,466	4,232	—		—	6,466	4,232	10,698	(2,180	)	1981	05/31/06	15 to 28 Years
Rochester, MN	(d)	6,189	4,511	—		—	6,189	4,511	10,700	(2,256	)	1981	05/31/06	15 to 20 Years
Rockville, IN	(b)	628	939	—		—	628	939	1,567	(425	)	1999	05/31/06	15 to 30 Years
Rome, NY	(a)	436	699	—		—	436	699	1,135	(90	)	1996	07/17/13	10 to 28 Years

126

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Rothschild, WI	(d)	2,685	4,231	—		—	2,685	4,231	6,916	(2,122	)	1977	05/31/06	15 to 23 Years
Sandersville, GA	(a)	503	751	—		—	503	751	1,254	(75	)	2006	07/17/13	10 to 45 Years
Sheboygan, WI	(d)	2,973	4,340	—		—	2,973	4,340	7,313	(1,768	)	1993	05/31/06	15 to 30 Years
Shreveport, LA	(a)	374	490	—		—	374	490	864	(88	)	2001	07/17/13	10 to 31 Years
Sioux Falls, SD	(d)	4,907	4,023	—		—	4,907	4,023	8,930	(2,028	)	1987	05/31/06	15 to 28 Years
Smithville, TN	(b)	570	733	(15	)	—	555	733	1,288	(364	)	2000	05/31/06	15 to 30 Years
Somerville, TN	(b)	345	537	—		—	345	537	882	(265	)	2000	05/31/06	15 to 30 Years
Spencer, IN	1,325	971	2,483	—		—	971	2,483	3,454	(405	)	1987	07/17/13	4 to 22 Years
Spokane, WA	(d)	1,014	3,005	—		—	1,014	3,005	4,019	(1,280	)	1987	05/31/06	15 to 23 Years
St. Cloud, MN	(d)	3,749	4,884	—		—	3,749	4,884	8,633	(2,389	)	1985	05/31/06	15 to 20 Years
St. Cloud, MN	(d)	5,033	6,589	—		—	5,033	6,589	11,622	(2,331	)	1991	05/31/06	15 to 30 Years
Stevens Point, WI	(d)	1,383	5,401	—		—	1,383	5,401	6,784	(2,340	)	1985	05/31/06	15 to 20 Years
Sturgis, SD	(b)	402	717	—		—	402	717	1,119	(389	)	1984	05/31/06	15 to 20 Years
Sullivan, IL	(b)	557	879	—		—	557	879	1,436	(396	)	1999	05/31/06	15 to 30 Years
Sweetwater, TX	(a)	415	1,097	—		—	415	1,097	1,512	(90	)	2006	07/17/13	10 to 47 Years
Thermopolis, WY	(a)	589	1,600	—		—	589	1,600	2,189	(358	)	2007	12/08/09	12 to 47 Years
Tuscola, IL	(b)	724	897	—		—	724	897	1,621	(439	)	2000	05/31/06	15 to 30 Years
Union Gap, WA	(d)	481	4,079	—		—	481	4,079	4,560	(1,994	)	1991	05/31/06	15 to 23 Years
Walla Walla, WA	(d)	2,283	1,955	—		—	2,283	1,955	4,238	(770	)	1989	05/31/06	15 to 30 Years
Washington, IA	(b)	719	865	—		—	719	865	1,584	(503	)	1973	05/31/06	15 to 20 Years
Washington, IL	(d)	1,195	1,441	—		—	1,195	1,441	2,636	(618	)	1989	07/17/13	2 to 10 Years
Watertown, SD	(d)	3,064	3,519	—		—	3,064	3,519	6,583	(1,301	)	1985	05/31/06	15 to 30 Years
Watertown, WI	(d)	3,124	4,436	—		—	3,124	4,436	7,560	(2,150	)	1972	05/31/06	15 to 20 Years
Waukon, IA	(b)	604	971	—		—	604	971	1,575	(429	)	1998	05/31/06	15 to 30 Years
West Valley City, UT	(d)	2,780	4,005	—		—	2,780	4,005	6,785	(1,551	)	1989	05/31/06	15 to 30 Years
Whiteville, NC	(d)	1,119	1,676	—		—	1,119	1,676	2,795	(395	)	1988	07/17/13	7 to 30 Years
Wichita, KS	(a)	236	741	—		—	236	741	977	(57	)	1990	07/17/13	10 to 42 Years
Wilton, NY	(a)	1,348	2,165	—		—	1,348	2,165	3,513	(375	)	2000	07/17/13	8 to 27 Years
Winona, MN	(d)	3,413	4,436	—		—	3,413	4,436	7,849	(2,303	)	1986	05/31/06	15 to 20 Years
Wisconsin Rapids, WI	(d)	3,689	4,806	—		—	3,689	4,806	8,495	(2,316	)	1969	05/31/06	15 to 28 Years
Woodsfield, OH	(b)	691	1,009	—		—	691	1,009	1,700	(464	)	2000	05/31/06	15 to 30 Years
Worthington, MN	(d)	2,861	3,767	—		—	2,861	3,767	6,628	(1,399	)	1984	05/31/06	15 to 30 Years



Restaurants - Casual Dining
	Addison, TX	(a)	1,615	2,476	—	—	1,615	2,476	4,091	(881	)	1998	07/01/05	15 to 30 Years
	Adrian, MI	(d)	652	1,233	—	—	652	1,233	1,885	(55	)	1991	12/23/14	15 to 30 Years
	Albany, GA	(a)	1,073	1,719	—	—	1,073	1,719	2,792	(187	)	2003	07/17/13	12 to 33 Years
	Albany, GA	(d)	744	1,340	—	—	744	1,340	2,084	(60	)	1971	12/23/14	15 to 30 Years
	Albany, OR	(b)	913	1,951	—	—	913	1,951	2,864	(175	)	2005	07/17/13	12 to 35 Years
	Albuquerque, NM	(a)	120	1,336	—	—	120	1,336	1,456	(375	)	1999	07/01/05	30 to 30 Years
	Albuquerque, NM	(a)	1,036	1,655	—	—	1,036	1,655	2,691	(656	)	1994	07/01/05	15 to 30 Years

127

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Albuquerque, NM	(a)	1,473	2,947	—		—		1,473	2,947	4,420	(403	)	2011	07/17/13	10 to 33 Years
Alcoa, TN	(a)	228	219	—		—		228	219	447	(101	)	1982	11/02/07	15 to 30 Years
Alcoa, TN	(a)	483	318	—		—		483	318	801	(151	)	1978	11/02/07	15 to 30 Years
Alexandria, VA	(a)	1,024	202	—		12		1,024	214	1,238	(131	)	1979	12/19/06	11 to 20 Years
Alvin, TX	(a)	256	585	—		—		256	585	841	(527	)	1997	12/30/04	10 to 15 Years
Apple Valley, MN	(a)	1,119	1,055	—		—		1,119	1,055	2,174	(419	)	1999	09/24/04	15 to 30 Years
Appleton, WI	(a)	727	1,329	—		9		727	1,338	2,065	(558	)	1993	12/29/06	7 to 30 Years
Ardmore, OK	(a)	1,332	1,466	(704	)	(677	)	628	789	1,417	(654	)	1986	02/26/07	14 to 30 Years
Arkansas city, KS	(a)	239	975	—		—		239	975	1,214	(68	)	1987	06/04/14	15 to 30 Years
Arlington, TX	(a)	2,064	2,043	—		—		2,064	2,043	4,107	(718	)	1995	07/01/05	15 to 30 Years
Ashland, OH	(a)	294	642	—		—		294	642	936	(108	)	1971	03/18/13	13 to 20 Years
Ashtabula, OH	(a)	865	244	—		—		865	244	1,109	(143	)	1975	02/06/07	15 to 30 Years
Athens, TN	(a)	197	341	—		176		197	517	714	(199	)	1977	11/02/07	15 to 30 Years
Augusta, GA	(b)	1,494	2,019	—		—		1,494	2,019	3,513	(165	)	2005	07/17/13	13 to 40 Years
Aurora, CO	(b)	1,017	1,743	—		—		1,017	1,743	2,760	(150	)	1998	07/17/13	13 to 35 Years
Aurora, CO	(b)	1,521	1,498	—		—		1,521	1,498	3,019	(159	)	1992	07/17/13	9 to 32 Years
Aurora, CO	(d)	1,151	1,742	—		—		1,151	1,742	2,893	(63	)	1974	12/23/14	15 to 40 Years
Aurora, CO	(d)	1,268	1,696	—		—		1,268	1,696	2,964	(68	)	2007	02/10/15	15 to 30 Years
Austell, GA	(a)	838	216	—		—		838	216	1,054	(195	)	1962	02/28/06	15 to 20 Years
Austintown, OH	(a)	1,106	450	—		—		1,106	450	1,556	(205	)	1991	02/06/07	15 to 30 Years
Avon, IN	(a)	899	615	—		—		899	615	1,514	(44	)	2014	10/31/14	14 to 30 Years
Battle Creek, MI	(a)	423	560	—		—		423	560	983	(57	)	1997	12/24/13	15 to 30 Years
Beachwood, OH	(d)	1,080	1,773	—		—		1,080	1,773	2,853	(66	)	1977	12/23/14	15 to 40 Years
Beaumont, TX	(a)	1,435	1,541	—		—		1,435	1,541	2,976	(612	)	1997	06/29/07	15 to 40 Years
Bellflower, CA	(a)	1,284	1,636	—		—		1,284	1,636	2,920	(70	)	1970	12/19/14	15 to 30 Years
Bellflower, CA	(a)	1,273	1,501	—		—		1,273	1,501	2,774	(46	)	1981	12/19/14	15 to 50 Years
Benson, AZ	(d)	313	336	—		—		313	336	649	(19	)	1996	03/20/15	15 to 20 Years
Berkley, MI	(a)	390	540	—		—		390	540	930	(31	)	1927	10/31/14	14 to 30 Years
Bessemer, AL	(a)	622	983	—		64		622	1,047	1,669	(131	)	2002	03/29/13	8 to 29 Years
Birch Run, MI	(d)	1,852	1,290	—		—		1,852	1,290	3,142	(99	)	2014	12/24/14	14 to 30 Years
Birmingham, AL	(a)	321	740	—		50		321	790	1,111	(97	)	1977	03/29/13	8 to 29 Years
Birmingham, AL	(a)	512	983	—		65		512	1,048	1,560	(131	)	2002	03/29/13	8 to 29 Years
Blakely, GA	(a)	288	744	—		—		288	744	1,032	(420	)	1987	06/25/04	15 to 20 Years
Bloomington, IL	(a)	393	629	—		—		393	629	1,022	(56	)	1986	12/24/13	15 to 30 Years
Bloomington, IL	(d)	662	1,029	—		—		662	1,029	1,691	(47	)	1975	12/23/14	15 to 30 Years
Boise, ID	(a)	809	601	(400	)	(259	)	409	342	751	(208	)	1998	06/25/04	15 to 30 Years
Bowie, MD	(a)	333	173	—		200		333	373	706	(183	)	1983	11/27/06	15 to 20 Years
Bowie, MD	(a)	1,501	615	—		—		1,501	615	2,116	(267	)	2004	12/31/07	15 to 40 Years

128

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Bowling Green, KY	(a)	934	3,134	—	—	934	3,134	4,068	(295	)	1997	07/17/13	10 to 34 Years
Boyne City, MI	(d)	69	938	—	—	69	938	1,007	(5	)	1997	11/09/15	15 to 30 Years
Bradford, PA	(a)	368	255	—	—	368	255	623	(135	)	1977	02/06/07	15 to 30 Years
Bradley, IL	(d)	1,610	1,783	—	—	1,610	1,783	3,393	(89	)	1991	12/23/14	15 to 30 Years
Brandon, FL	(d)	1,358	614	—	—	1,358	614	1,972	(64	)	2004	11/05/14	14 to 20 Years
Branson, MO	(a)	1,497	1,684	—	—	1,497	1,684	3,181	(717	)	1994	09/23/05	15 to 30 Years
Bridgeton, MO	(a)	314	1,160	—	—	314	1,160	1,474	(89	)	1994	12/24/13	15 to 30 Years
Broken Arrow, OK	(a)	1,636	1,620	—	—	1,636	1,620	3,256	(116	)	2006	07/21/14	14 to 30 Years
Broken Arrow, OK	(a)	1,081	226	—	—	1,081	226	1,307	(18	)	2006	12/24/13	15 to 40 Years
Brooklyn, OH	(d)	1,226	672	—	—	1,226	672	1,898	(280	)	2001	02/06/07	10 to 25 Years
Bryan, TX	(a)	739	700	—	—	739	700	1,439	(392	)	1988	12/30/04	15 to 20 Years
Burlington, IA	(a)	304	588	—	—	304	588	892	(254	)	1996	09/23/05	15 to 30 Years
Burlington, IA	(a)	318	484	—	—	318	484	802	(214	)	2006	12/04/06	15 to 30 Years
Burr Ridge, IL	(a)	759	977	16	1,584	775	2,561	3,336	(871	)	1997	06/25/04	15 to 30 Years
Calera, AL	(a)	560	912	—	84	560	996	1,556	(134	)	2008	03/29/13	8 to 29 Years
Canfield, OH	(a)	449	644	92	—	541	644	1,185	(259	)	1973	02/06/07	15 to 30 Years
Canton, MI	(a)	2,071	1,224	—	—	2,071	1,224	3,295	(604	)	1996	06/25/04	15 to 30 Years
Canton, MI	(d)	914	890	—	—	914	890	1,804	(22	)	2014	06/17/15	15 to 40 Years
Canton, OH	(a)	1,325	781	—	—	1,325	781	2,106	(305	)	1989	02/06/07	15 to 30 Years
Carmel, IN	(a)	851	646	—	—	851	646	1,497	(39	)	2014	10/31/14	14 to 30 Years
Carrollton, GA	(a)	508	603	—	—	508	603	1,111	(208	)	2000	02/28/06	15 to 40 Years
Carrollton, GA	(a)	985	725	—	—	985	725	1,710	(92	)	1995	07/17/13	11 to 33 Years
Cartersville, GA	(a)	581	730	—	—	581	730	1,311	(307	)	1997	02/28/06	15 to 30 Years
Cartersville, GA	(a)	439	451	—	—	439	451	890	(225	)	1990	02/28/06	15 to 30 Years
Casper, WY	(a)	54	762	—	—	54	762	816	(245	)	1969	12/29/06	15 to 30 Years
Chanhassen, MN	(a)	1,439	784	—	—	1,439	784	2,223	(84	)	1953	05/22/14	15 to 30 Years
Charleston, IL	(a)	272	220	—	—	272	220	492	(208	)	1986	09/23/05	10 to 15 Years
Charleston, SC	(a)	860	1,018	—	—	860	1,018	1,878	(241	)	1988	07/17/13	8 to 15 Years
Chatsworth, GA	(a)	213	558	—	—	213	558	771	(207	)	1979	11/02/07	15 to 30 Years
Chesapeake, VA	(a)	1,046	334	—	75	1,046	409	1,455	(329	)	1995	06/25/04	4 to 25 Years
Cheyenne, WY	(a)	277	2,041	—	—	277	2,041	2,318	(907	)	1928	12/29/06	15 to 20 Years
Chicago, IL	(a)	1,675	1,112	—	—	1,675	1,112	2,787	(420	)	1999	12/29/06	15 to 30 Years
Cincinnati, OH	(a)	1,614	4,134	—	—	1,614	4,134	5,748	(252	)	2013	01/15/14	9 to 40 Years
Claremont, CA	(a)	2,764	2,919	—	—	2,764	2,919	5,683	(120	)	2011	12/19/14	15 to 40 Years
Clarion, PA	(a)	426	653	—	—	426	653	1,079	(272	)	1976	02/06/07	15 to 30 Years
Clearwater, FL	(a)	2,226	858	—	—	2,226	858	3,084	(334	)	2004	12/31/07	15 to 40 Years
Cleveland, OH	(a)	875	138	—	—	875	138	1,013	(17	)	1995	12/24/13	15 to 30 Years

129

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Clinton Township, MI	(d)	1,377	911	—		—		1,377	911	2,288	(58	)	2003	11/05/14	14 to 30 Years
Clinton, MD	(a)	300	193	—		200		300	393	693	(150	)	1980	11/27/06	13 to 20 Years
Clinton, TN	(a)	417	293	—		—		417	293	710	(152	)	1994	11/02/07	15 to 30 Years
Clovis, NM	(b)	861	2,172	—		—		861	2,172	3,033	(190	)	2005	07/17/13	13 to 40 Years
Colby, KS	(a)	269	567	—		—		269	567	836	(45	)	1987	06/04/14	15 to 30 Years
Colonial Heights, VA	(a)	1,948	—	37		1,963		1,985	1,963	3,948	(77	)	1989	10/25/13	15 to 40 Years
Colonie, NY	(a)	1,322	991	(350	)	(261	)	972	730	1,702	(361	)	1994	12/31/07	15 to 40 Years
Colorado Springs, CO	(a)	674	519	—		—		674	519	1,193	(88	)	1989	11/19/12	5 to 30 Years
Colorado Springs, CO	(b)	937	1,120	—		—		937	1,120	2,057	(152	)	1998	07/17/13	8 to 25 Years
Colorado Springs, CO	(d)	1,335	1,233	—		—		1,335	1,233	2,568	(62	)	1982	12/23/14	15 to 30 Years
Columbus, GA	(b)	1,199	1,911	—		—		1,199	1,911	3,110	(162	)	2005	07/17/13	13 to 40 Years
Columbus, GA	(b)	2,102	1,717	—		—		2,102	1,717	3,819	(132	)	1993	07/17/13	13 to 40 Years
Columbus, GA	(d)	876	1,243	—		—		876	1,243	2,119	(58	)	2003	12/23/14	15 to 30 Years
Conroe, TX	(a)	942	3,274	—		—		942	3,274	4,216	(318	)	1993	07/17/13	11 to 32 Years
Corry, PA	(a)	411	279	—		—		411	279	690	(163	)	1977	02/06/07	15 to 30 Years
Corydon, IN	(a)	890	1,220	—		—		890	1,220	2,110	(198	)	1999	07/17/13	7 to 21 Years
Council Bluffs, IA	(d)	1,070	703	—		—		1,070	703	1,773	(38	)	1995	12/23/14	15 to 30 Years
Creston, IA	(a)	103	180	—		—		103	180	283	(179	)	1974	12/15/05	10 to 15 Years
Crossville, TN	(a)	220	288	—		176		220	464	684	(185	)	1978	11/02/07	15 to 30 Years
Culpeper, VA	(a)	367	169	—		—		367	169	536	(103	)	1977	12/19/06	15 to 20 Years
Dallas, TX	(a)	1,053	412	—		—		1,053	412	1,465	(228	)	1976	07/01/05	15 to 20 Years
Dallas, TX	(a)	1,366	1,699	227		—		1,593	1,699	3,292	(574	)	1997	07/01/05	15 to 30 Years
Dallas, TX	(a)	2,965	9,066	—		—		2,965	9,066	12,031	(708	)	1998	07/17/13	11 to 35 Years
Danville, VA	(a)	957	2,813	—		—		957	2,813	3,770	(210	)	2009	08/21/13	15 to 40 Years
Danville, VA	(d)	469	1,263	—		—		469	1,263	1,732	(40	)	1995	12/23/14	15 to 40 Years
Dawsonville, GA	(a)	925	828	—		—		925	828	1,753	(113	)	2005	07/17/13	7 to 27 Years
Dayton, OH	(a)	1,026	907	—		—		1,026	907	1,933	(383	)	2002	12/31/07	15 to 40 Years
Dayton, TN	(a)	308	291	—		176		308	467	775	(184	)	1979	11/02/07	15 to 30 Years
De Witt, IA	(a)	248	333	—		—		248	333	581	(213	)	1984	09/23/05	15 to 20 Years
Decatur, AL	(a)	1,157	1,725	—		—		1,157	1,725	2,882	(213	)	2004	07/17/13	10 to 30 Years
Decorah, IA	(a)	207	91	—		—		207	91	298	(100	)	1985	09/23/05	10 to 15 Years
DeKalb, IL	(a)	1,423	1,552	—		—		1,423	1,552	2,975	(633	)	1996	12/29/06	15 to 30 Years
Dickinson, ND	(a)	616	1,301	—		—		616	1,301	1,917	(375	)	2003	12/29/06	15 to 40 Years
Dodge City, KS	(a)	249	587	—		—		249	587	836	(38	)	1985	06/04/14	15 to 30 Years
Dothan, AL	(a)	924	1,235	—		—		924	1,235	2,159	(190	)	1998	07/17/13	9 to 24 Years
Douglassville, GA	(a)	712	669	—		—		712	669	1,381	(222	)	2003	02/28/06	15 to 40 Years

130

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Douglassville, GA	(a)	764	941	—		—		764	941	1,705	(346	)	1990	02/28/06	15 to 30 Years
Douglasville, GA	(a)	127	—	—		—		127	—	127	—		(f)	11/14/14	(f)
Downey, CA	(a)	2,329	2,526	—		—		2,329	2,526	4,855	(93	)	1993	12/19/14	15 to 40 Years
Dubuque, IA	(a)	479	298	—		—		479	298	777	(328	)	1970	09/23/05	10 to 15 Years
Duluth, MN	(a)	74	423	—		—		74	423	497	(120	)	1915	05/24/05	15 to 30 Years
Durham, NC	(d)	1,477	1,661	—		—		1,477	1,661	3,138	(78	)	1978	12/23/14	15 to 30 Years
Dyersville, IA	(a)	267	513	—		—		267	513	780	(319	)	1983	09/23/05	14 to 20 Years
Eagen, MN	(a)	724	1,230	—		—		724	1,230	1,954	(83	)	1996	05/22/14	15 to 30 Years
Edinboro, PA	(a)	384	350	—		—		384	350	734	(181	)	1973	02/06/07	15 to 30 Years
Effingham, IL	(a)	357	228	—		—		357	228	585	(249	)	1973	09/23/05	10 to 15 Years
El Paso, TX	(d)	1,725	1,470	—		—		1,725	1,470	3,195	(51	)	2014	04/15/15	15 to 30 Years
Elizabethton, TN	(a)	727	482	—		—		727	482	1,209	(48	)	2006	12/24/13	15 to 40 Years
Elk Rapids, MI	(d)	227	947	—		—		227	947	1,174	(6	)	1998	11/09/15	15 to 30 Years
Emmitsburg, MD	(a)	141	182	—		—		141	182	323	(93	)	1981	11/27/06	15 to 20 Years
Emporia, KS	(a)	657	219	—		—		657	219	876	(19	)	1997	06/04/14	15 to 30 Years
Ephrata, PA	(a)	685	231	—		—		685	231	916	(170	)	1978	01/30/06	15 to 20 Years
Erie, PA	(a)	575	740	—		—		575	740	1,315	(283	)	1974	02/06/07	15 to 30 Years
Erie, PA	(a)	463	565	—		—		463	565	1,028	(232	)	1973	02/06/07	15 to 30 Years
Erie, PA	(a)	855	147	—		—		855	147	1,002	(123	)	1973	02/06/07	15 to 30 Years
Evansville, IN	(a)	270	231	—		—		270	231	501	(65	)	2000	06/25/04	30 to 30 Years
Fairborn, OH	(a)	923	468	—		—		923	468	1,391	(240	)	1998	06/25/04	15 to 30 Years
Fairview Heights, IL	(a)	1,020	826	—		—		1,020	826	1,846	(418	)	1972	12/31/07	15 to 30 Years
Findlay, OH	(d)	958	1,029	—		—		958	1,029	1,987	(51	)	1991	12/23/14	15 to 30 Years
Florence, AL	(a)	794	1,742	—		—		794	1,742	2,536	(206	)	1995	07/17/13	8 to 27 Years
Floyd, GA	(a)	973	415	—		—		973	415	1,388	(160	)	1993	02/28/06	15 to 30 Years
Fort Smith, AR	(a)	1,503	1,323	—		—		1,503	1,323	2,826	(781	)	1993	09/23/05	15 to 20 Years
Fort Wayne, IN	(a)	989	2,057	—		—		989	2,057	3,046	(663	)	2001	11/10/05	15 to 30 Years
Fountain Hills, AZ	(a)	825	561	—		—		825	561	1,386	(291	)	1995	09/24/04	15 to 30 Years
Fountain, CO	(b)	861	2,226	—		—		861	2,226	3,087	(176	)	2005	07/17/13	12 to 38 Years
Frederick, MD	(a)	440	236	—		5		440	241	681	(123	)	1977	11/27/06	11 to 20 Years
Fredericksburg, TX	1,504	511	1,516	—		—		511	1,516	2,027	(158	)	1985	07/17/13	11 to 30 Years
Ft Wayne, IN	(a)	1,110	817	—		—		1,110	817	1,927	(384	)	2003	12/31/07	15 to 40 Years
Gadsden, AL	(a)	626	1,439	(229	)	(506	)	397	933	1,330	(265	)	2007	12/21/07	10 to 50 Years
Gallipolis, OH	(a)	375	1,295	—		—		375	1,295	1,670	(121	)	1996	10/25/13	15 to 30 Years
Gallup, NM	(b)	937	2,277	—		—		937	2,277	3,214	(190	)	2004	07/17/13	13 to 40 Years
Garden City, GA	(b)	1,184	1,465	—		—		1,184	1,465	2,649	(130	)	1998	07/17/13	9 to 40 Years
Garden City, KS	(a)	246	924	—		—		246	924	1,170	(73	)	1984	12/24/13	15 to 30 Years

131

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Gardendale, AL	(a)	438	841	—		57	438	898	1,336	(112	)	1996	03/29/13	8 to 29 Years
Gaylord, MI	(a)	1,003	1,478	—		—	1,003	1,478	2,481	(99	)	2014	11/05/14	14 to 30 Years
Geneva, AL	(a)	522	570	—		—	522	570	1,092	(556	)	1990	06/25/04	10 to 15 Years
Geneva, NY	(a)	177	139	—		—	177	139	316	(146	)	1975	08/27/09	8 to 13 Years
Gilbert, AZ	(a)	643	1,669	—		—	643	1,669	2,312	(245	)	2006	10/28/11	14 to 39 Years
Glendale, AZ	(a)	1,480	1,329	—		—	1,480	1,329	2,809	(473	)	1996	06/25/04	15 to 30 Years
Glendale, AZ	(a)	1,236	272	—		—	1,236	272	1,508	(218	)	1995	06/25/04	15 to 20 Years
Golden, CO	(a)	649	334	—		—	649	334	983	(35	)	1997	12/24/13	15 to 30 Years
Grand Junction, CO	(b)	1,363	1,990	—		—	1,363	1,990	3,353	(171	)	1995	07/17/13	10 to 40 Years
Grand Rapids, MI	(a)	986	524	—		—	986	524	1,510	(40	)	1985	10/31/14	14 to 30 Years
Grandview, OH	(a)	2,164	1,165	—		—	2,164	1,165	3,329	(217	)	1960	07/17/13	9 to 23 Years
Greensboro, NC	(a)	1,009	444	—		—	1,009	444	1,453	(270	)	2003	12/31/07	15 to 40 Years
Grove City, PA	(a)	531	495	—		—	531	495	1,026	(220	)	1976	02/06/07	15 to 30 Years
Gurnee, IL	(a)	586	619	—		—	586	619	1,205	(342	)	1995	06/25/04	15 to 20 Years
Hagerstown, MD	(a)	546	342	—		68	546	410	956	(190	)	1975	11/27/06	11 to 20 Years
Hamilton, NY	(a)	145	152	—		—	145	152	297	(102	)	1982	06/30/09	13 to 18 Years
Hammond, IN	(a)	976	1,080	—		—	976	1,080	2,056	(75	)	2014	12/24/14	14 to 30 Years
Harriman, TN	(a)	314	143	—		176	314	319	633	(145	)	1979	11/02/07	15 to 30 Years
Harrisburg, PA	(a)	762	241	—		176	762	417	1,179	(253	)	1977	01/30/06	15 to 20 Years
Harrisburg, PA	(a)	611	239	—		—	611	239	850	(229	)	1978	01/30/06	15 to 20 Years
Harrisburg, PA	(a)	423	307	—		—	423	307	730	(153	)	1973	01/30/06	15 to 20 Years
Hermitage, PA	(d)	604	717	—		—	604	717	1,321	(299	)	1978	02/06/07	10 to 25 Years
Hilliard, OH	(a)	1,149	1,291	—		—	1,149	1,291	2,440	(540	)	1997	09/24/04	15 to 30 Years
Hiram, GA	(a)	1,006	1,142	—		—	1,006	1,142	2,148	(474	)	1987	02/28/06	15 to 30 Years
Hiram, GA	(a)	813	716	—		—	813	716	1,529	(137	)	1999	07/17/13	6 to 21 Years
Hiram, GA	(a)	1,255	1,766	—		—	1,255	1,766	3,021	(180	)	2003	01/16/15	9 to 15 Years
Hodgkins, IL	(a)	1,230	2,048	—		—	1,230	2,048	3,278	(728	)	1993	12/29/06	15 to 30 Years
Homewood, AL	(a)	583	839	—		—	583	839	1,422	(80	)	2002	12/05/13	15 to 30 Years
Houston, TX	(a)	1,098	439	—		—	1,098	439	1,537	(308	)	1995	06/25/04	15 to 40 Years
Houston, TX	(a)	1,156	352	(22	)	—	1,134	352	1,486	(256	)	1995	06/25/04	15 to 30 Years
Houston, TX	(a)	585	561	—		—	585	561	1,146	(526	)	1979	12/30/04	10 to 15 Years
Houston, TX	(a)	2,844	1,620	—		—	2,844	1,620	4,464	(676	)	1994	06/29/07	15 to 30 Years
Houston, TX	(a)	2,348	1,348	—		—	2,348	1,348	3,696	(616	)	1997	06/29/07	15 to 30 Years
Huntington Park, CA	(a)	1,822	1,211	—		—	1,822	1,211	3,033	(60	)	1957	12/19/14	15 to 30 Years
Hutchinson, KS	(a)	895	856	—		—	895	856	1,751	(66	)	1987	06/04/14	15 to 30 Years
Hyattsville, MD	(a)	702	245	—		—	702	245	947	(148	)	1985	11/27/06	15 to 20 Years
Independence, IA	(a)	223	473	—		—	223	473	696	(463	)	1976	09/23/05	10 to 15 Years

132

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Independence, MO	(a)	1,450	1,967	—		—		1,450	1,967	3,417	(599	)	2002	06/29/07	15 to 40 Years
Indiana, PA	(a)	331	323	—		—		331	323	654	(161	)	1982	02/06/07	15 to 30 Years
Indianapolis, IN	(a)	1,971	2,295	—		—		1,971	2,295	4,266	(577	)	2003	11/10/05	15 to 40 Years
Indianapolis, IN	(d)	703	1,223	—		—		703	1,223	1,926	(59	)	1974	12/23/14	15 to 30 Years
Indianapolis, IN	(d)	418	1,223	—		—		418	1,223	1,641	(44	)	1992	12/23/14	15 to 30 Years
Indianapolis, IN	(a)	590	633	—		—		590	633	1,223	(46	)	2014	10/31/14	14 to 30 Years
Jackson, MI	(a)	599	354	—		—		599	354	953	(39	)	1997	12/24/13	15 to 30 Years
Johnson City, TN	1,933	1,331	2,304	—		—		1,331	2,304	3,635	(269	)	1996	07/17/13	12 to 30 Years
Johnstown, PA	(a)	865	938	—		—		865	938	1,803	(229	)	1998	07/17/13	8 to 20 Years
Joliet, IL	(a)	1,994	1,207	—		—		1,994	1,207	3,201	(561	)	1996	12/29/06	15 to 30 Years
Kansas City, KS	(a)	796	609	—		—		796	609	1,405	(54	)	2006	12/24/13	15 to 40 Years
Kennesaw, GA	(a)	907	499	—		—		907	499	1,406	(216	)	2001	02/28/06	15 to 40 Years
Kimball, TN	(a)	367	283	—		176		367	459	826	(187	)	1987	11/02/07	15 to 30 Years
Kingwood, TX	(a)	936	387	—		—		936	387	1,323	(268	)	1994	06/25/04	15 to 30 Years
Knoxville, TN	(a)	296	343	—		176		296	519	815	(192	)	1978	11/02/07	15 to 30 Years
Knoxville, TN	(a)	172	700	—		—		172	700	872	(224	)	1991	11/02/07	15 to 30 Years
LaFayette, GA	(a)	246	434	—		176		246	610	856	(222	)	1991	11/02/07	15 to 30 Years
Lake Charles, LA	(a)	1,619	1,349	—		—		1,619	1,349	2,968	(213	)	1987	07/17/13	10 to 24 Years
Lakeville, MN	(a)	342	439	—		—		342	439	781	(156	)	1988	05/24/05	15 to 30 Years
Lancaster, PA	(a)	308	161	—		—		308	161	469	(103	)	1977	07/25/06	15 to 30 Years
Lander, WY	(a)	57	1,010	—		—		57	1,010	1,067	(456	)	1883	12/29/06	15 to 20 Years
Lanham, MD	(a)	302	193	—		200		302	393	695	(153	)	1980	11/27/06	13 to 20 Years
Lawrence, KS	(a)	478	209	—		—		478	209	687	(14	)	1974	06/04/14	15 to 30 Years
Lebanon, PA	(a)	616	316	—		176		616	492	1,108	(263	)	1980	01/30/06	15 to 20 Years
Leeds, AL	(a)	907	926	—		31		907	957	1,864	(643	)	2003	09/26/06	9 to 40 Years
Lewis Center, OH	(a)	626	560	—		—		626	560	1,186	(245	)	1998	06/25/04	15 to 30 Years
Lewiston, ID	(d)	1,080	866	—		—		1,080	866	1,946	(49	)	1996	12/23/14	15 to 30 Years
Lexington, KY	(a)	1,267	944	—		—		1,267	944	2,211	(530	)	1996	02/26/07	14 to 30 Years
Lexington, NC	(a)	910	1,059	—		—		910	1,059	1,969	(117	)	1998	10/25/13	15 to 30 Years
Little Rock, AR	(a)	699	1,700	(344	)	(592	)	355	1,108	1,463	(822	)	1972	02/26/07	14 to 20 Years
Little Rock, AR	(a)	886	—	—		—		886	—	886	—		(f)	06/26/14	(f)
Littleton, CO	(b)	696	1,943	—		—		696	1,943	2,639	(154	)	1990	07/17/13	11 to 40 Years
Littleton, CO	(a)	501	629	—		—		501	629	1,130	(55	)	1992	12/24/13	15 to 30 Years
Longview, WA	(b)	870	2,855	—		—		870	2,855	3,725	(216	)	2004	07/17/13	13 to 40 Years
Loveland, CO	(b)	602	1,913	—		—		602	1,913	2,515	(139	)	1997	07/17/13	12 to 40 Years
Lufkin, TX	(a)	927	790	—		—		927	790	1,717	(616	)	1970	02/26/07	14 to 20 Years
Lynchburg, VA	(a)	2,033	2,013	—		—		2,033	2,013	4,046	(216	)	2000	08/21/13	15 to 30 Years
Mableton, GA	(a)	454	826	—		—		454	826	1,280	(276	)	1987	02/28/06	15 to 30 Years

133

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Mableton, GA	(a)	634	578	—		—		634	578	1,212	(213	)	1981	02/28/06	15 to 30 Years
Macon, GA	(b)	838	1,723	—		—		838	1,723	2,561	(142	)	1995	07/17/13	13 to 40 Years
Macon, GA	(b)	874	1,712	—		—		874	1,712	2,586	(147	)	1995	07/17/13	11 to 40 Years
Madill, OK	(a)	352	648	—		—		352	648	1,000	(656	)	1972	06/25/04	10 to 15 Years
Manchester, IA	(a)	351	495	—		—		351	495	846	(483	)	1977	09/23/05	10 to 15 Years
Manhattan, KS	(a)	816	388	—		—		816	388	1,204	(27	)	1987	06/04/14	15 to 30 Years
Maple Grove, MN	(a)	1,852	1,096	—		—		1,852	1,096	2,948	(501	)	1997	09/24/04	15 to 30 Years
Maquoketa, IA	(a)	184	90	—		—		184	90	274	(123	)	1973	09/23/05	10 to 15 Years
Marietta, GA	(a)	797	428	—		—		797	428	1,225	(221	)	1990	02/28/06	15 to 30 Years
Marietta, GA	(a)	1,221	1,533	—		—		1,221	1,533	2,754	(155	)	2003	01/16/15	9 to 15 Years
Mars, PA	(a)	946	2,221	—		—		946	2,221	3,167	(812	)	1990	06/25/04	15 to 30 Years
Mason, OH	(a)	619	599	—		—		619	599	1,218	(64	)	1994	12/24/13	15 to 30 Years
Maumee, OH	(a)	1,505	1,817	(754	)	(668	)	751	1,149	1,900	(641	)	1997	09/24/04	15 to 30 Years
Mayfield, KY	(a)	307	596	—		—		307	596	903	(300	)	1997	06/25/04	15 to 30 Years
McAllen, TX	(a)	1,819	1,188	—		—		1,819	1,188	3,007	(598	)	1997	06/29/07	15 to 30 Years
Meadville, PA	(a)	981	1,056	—		—		981	1,056	2,037	(389	)	1983	02/06/07	15 to 30 Years
Meadville, PA	(d)	652	1,284	—		—		652	1,284	1,936	(66	)	1991	12/23/14	15 to 30 Years
Mechanicsburg, PA	(a)	801	481	—		—		801	481	1,282	(293	)	1995	01/30/06	15 to 20 Years
Melbourne, FL	(a)	2,005	794	—		—		2,005	794	2,799	(381	)	1986	12/31/07	15 to 40 Years
Memphis, TN	(a)	817	1,637	—		—		817	1,637	2,454	(167	)	2005	01/16/15	9 to 15 Years
Mendota, MN	(a)	536	963	—		—		536	963	1,499	(64	)	1995	05/22/14	15 to 30 Years
Mentor, OH	(a)	873	790	—		—		873	790	1,663	(343	)	2003	12/31/07	15 to 40 Years
Mesa, AZ	(a)	1,318	234	—		—		1,318	234	1,552	(211	)	1995	06/25/04	15 to 20 Years
Mesa, AZ	(a)	676	911	—		—		676	911	1,587	(163	)	1978	10/28/11	14 to 39 Years
Mesa, AZ	(d)	422	1,002	—		—		422	1,002	1,424	(92	)	1990	06/14/13	15 to 40 Years
Metairie, LA	(b)	800	3,016	—		—		800	3,016	3,816	(259	)	1964	07/17/13	10 to 30 Years
Middleburg Heights, OH	(a)	1,456	793	—		—		1,456	793	2,249	(312	)	1987	02/06/07	15 to 30 Years
Midlothian, VA	(a)	823	1,151	—		246		823	1,397	2,220	(434	)	1994	11/28/06	15 to 30 Years
Monroe, MI	(d)	927	897	—		—		927	897	1,824	(53	)	1996	12/23/14	15 to 30 Years
Moody, AL	(a)	518	800	—		57		518	857	1,375	(111	)	1997	03/29/13	8 to 29 Years
Morrow, GA	(a)	652	450	—		—		652	450	1,102	(190	)	1995	02/28/06	15 to 30 Years
Muskogee, OK	(a)	968	1,259	(448	)	(568	)	520	691	1,211	(618	)	1984	02/26/07	14 to 30 Years
New Boston, OH	(a)	599	1,498	—		—		599	1,498	2,097	(134	)	1996	10/25/13	15 to 30 Years
New Cumberland, PA	(a)	634	278	—		176		634	454	1,088	(255	)	1990	01/30/06	15 to 20 Years
Newport News, VA	(d)	1,184	311	—		—		1,184	311	1,495	(257	)	1995	06/25/04	10 to 25 Years
Newton, KS	(a)	175	661	—		—		175	661	836	(45	)	1987	06/30/14	15 to 30 Years
Norcross, GA	(a)	678	402	—		—		678	402	1,080	(215	)	1982	02/28/06	15 to 20 Years

134

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Norman, OK	(a)	1,466	2,294	—	—	1,466	2,294	3,760	(940	)	1992	07/02/07	14 to 30 Years
North Little Rock, AR	(a)	1,398	1,289	—	—	1,398	1,289	2,687	(714	)	1993	09/23/05	15 to 20 Years
Oak Ridge, TN	(d)	988	1,019	—	—	988	1,019	2,007	(48	)	1994	12/23/14	15 to 30 Years
Oklahoma City, OK	(a)	479	1,877	—	—	479	1,877	2,356	(196	)	1904	12/02/13	20 to 20 Years
Oklahoma, OK	(a)	481	2,315	—	—	481	2,315	2,796	(161	)	1920	12/02/13	30 to 30 Years
Olean, NY	(a)	355	663	—	—	355	663	1,018	(269	)	1977	02/06/07	15 to 30 Years
Orange City, FL	(a)	409	694	—	—	409	694	1,103	(392	)	1984	09/24/04	11 to 20 Years
Orlando, FL	(a)	2,006	571	—	—	2,006	571	2,577	(264	)	2002	12/31/07	15 to 40 Years
Ottawa, KS	(a)	348	816	—	—	348	816	1,164	(56	)	1987	06/04/14	15 to 30 Years
Overland Park, KS	(a)	953	886	—	—	953	886	1,839	(124	)	2009	08/22/13	15 to 20 Years
Overland Park, KS	(a)	2,549	3,219	—	—	2,549	3,219	5,768	(218	)	1983	05/15/14	15 to 30 Years
Owensboro, KY	(a)	250	502	—	—	250	502	752	(141	)	1991	06/25/04	30 to 30 Years
Oxford, AL	(d)	489	1,212	—	—	489	1,212	1,701	(56	)	1991	12/23/14	15 to 30 Years
Paris, TX	1,790	552	1,821	—	—	552	1,821	2,373	(170	)	1999	07/17/13	11 to 35 Years
Pasadena, TX	(a)	847	832	—	—	847	832	1,679	(780	)	1973	12/30/04	10 to 15 Years
Pasadena, TX	(a)	810	739	—	—	810	739	1,549	(704	)	1977	12/30/04	10 to 15 Years
Pelham, AL	(a)	605	922	—	57	605	979	1,584	(124	)	1998	03/29/13	8 to 29 Years
Phoenix, AZ	(a)	787	663	—	—	787	663	1,450	(160	)	1964	10/28/11	14 to 29 Years
Picayune, MS	(a)	1,250	1,409	—	—	1,250	1,409	2,659	(182	)	1999	07/17/13	7 to 29 Years
Pico Rivera, CA	(a)	2,785	3,126	—	—	2,785	3,126	5,911	(115	)	2014	12/19/14	15 to 40 Years
Pittsburgh, PA	(a)	1,289	1,871	—	—	1,289	1,871	3,160	(671	)	1992	06/25/04	15 to 30 Years
Pittsburgh, PA	(a)	1,481	676	—	—	1,481	676	2,157	(316	)	2006	12/31/07	15 to 40 Years
Plano, TX	(a)	2,418	1,529	—	—	2,418	1,529	3,947	(543	)	1998	06/29/07	15 to 40 Years
Powell, TN	(a)	252	377	—	176	252	553	805	(212	)	1982	11/02/07	15 to 30 Years
Princeton, WV	(a)	948	2,212	—	—	948	2,212	3,160	(294	)	2001	07/17/13	11 to 25 Years
Queen Creek, AZ	(d)	609	1,159	—	—	609	1,159	1,768	(117	)	2004	06/14/13	15 to 40 Years
Rapid City, SD	(a)	878	1,657	—	—	878	1,657	2,535	(736	)	1902	12/29/06	15 to 20 Years
Rawlins, WY	(a)	25	406	—	—	25	406	431	(194	)	1958	12/29/06	15 to 20 Years
Reston, VA	(a)	1,033	193	—	—	1,033	193	1,226	(124	)	1977	11/27/06	15 to 20 Years
Richmond, VA	(a)	1,253	1,410	—	29	1,253	1,439	2,692	(469	)	1977	11/28/06	15 to 30 Years
Richmond, VA	(d)	993	922	—	—	993	922	1,915	(42	)	2003	03/20/15	13 to 20 Years
Ringgold, GA	(a)	387	374	—	—	387	374	761	(158	)	1990	11/02/07	15 to 30 Years
Riverside, CA	(a)	1,988	1,211	—	—	1,988	1,211	3,199	(68	)	2002	12/19/14	15 to 30 Years
Roanoke, VA	(a)	1,362	1,836	—	—	1,362	1,836	3,198	(167	)	1996	08/21/13	15 to 30 Years
Rock Falls, IL	(a)	314	631	—	—	314	631	945	(262	)	1995	09/23/05	15 to 30 Years
Salem, IL	(a)	271	218	—	—	271	218	489	(101	)	2000	07/28/04	15 to 30 Years
Salina, KS	(d)	764	1,100	—	—	764	1,100	1,864	(56	)	1994	12/23/14	15 to 30 Years

135

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



San Antonio, TX	(a)	1,204	—	—		519		1,204	519	1,723	(30	)	1993	09/26/13	30 to 30 Years
Santa Ana, CA	(a)	2,112	1,501	—		—		2,112	1,501	3,613	(69	)	1976	12/19/14	15 to 30 Years
Santa Fe, NM	(b)	2,120	2,033	—		—		2,120	2,033	4,153	(167	)	1997	07/17/13	13 to 40 Years
Sarasota, FL	(a)	2,758	412	—		—		2,758	412	3,170	(96	)	2000	07/17/13	12 to 25 Years
Savannah, GA	(b)	1,112	1,727	—		—		1,112	1,727	2,839	(146	)	1993	07/17/13	13 to 40 Years
Shawnee, OK	(a)	621	1,399	—		—		621	1,399	2,020	(113	)	1984	07/29/05	15 to 30 Years
Shelbyville, IN	(d)	549	752	—		—		549	752	1,301	(230	)	2006	12/21/07	15 to 50 Years
Sherman, TX	(a)	1,013	1,286	(415	)	(542	)	598	744	1,342	(678	)	1994	02/26/07	14 to 30 Years
Shreveport, LA	(a)	759	964	—		—		759	964	1,723	(506	)	1964	02/26/07	14 to 20 Years
Silver Spring, MD	(a)	1,008	251	—		—		1,008	251	1,259	(163	)	1983	11/27/06	15 to 20 Years
Sioux Falls, SD	(a)	639	206	—		—		639	206	845	(20	)	1994	12/24/13	15 to 30 Years
Soddy Daisy, TN	(a)	316	405	—		—		316	405	721	(172	)	1989	11/02/07	15 to 30 Years
Springfield, IL	(a)	1,115	772	—		—		1,115	772	1,887	(323	)	1996	12/31/07	15 to 40 Years
Springfield, MO	(a)	1,655	1,467	—		—		1,655	1,467	3,122	(691	)	1993	09/23/05	15 to 30 Years
Stillwater, MN	(a)	1,051	1,051	—		—		1,051	1,051	2,102	(525	)	1998	09/24/04	15 to 30 Years
Stillwater, OK	(a)	647	687	—		—		647	687	1,334	(52	)	1987	06/04/14	15 to 30 Years
Stillwater, OK	(d)	611	1,447	—		—		611	1,447	2,058	(54	)	1995	12/23/14	15 to 30 Years
Sweetwater, TN	(a)	231	307	—		—		231	307	538	(137	)	1979	11/02/07	15 to 30 Years
Syracuse, NY	(d)	734	1,518	—		—		734	1,518	2,252	(73	)	1981	12/23/14	15 to 30 Years
Taylorville, IL	(a)	154	352	—		—		154	352	506	(319	)	1980	09/23/05	10 to 15 Years
Thornton, CO	(a)	943	128	—		—		943	128	1,071	(14	)	1996	12/24/13	15 to 30 Years
Thurmont, MD	(a)	857	307	—		68		857	375	1,232	(190	)	1985	11/27/06	11 to 20 Years
Tifton, GA	(d)	642	1,009	—		—		642	1,009	1,651	(40	)	1995	12/23/14	15 to 40 Years
Tilton, NH	(b)	1,565	—	—		—		1,565	—	1,565	—		(f)	07/17/13	(f)
Tipton, IA	(a)	240	408	—		—		240	408	648	(434	)	1991	09/23/05	10 to 15 Years
Titusville, PA	(a)	247	438	—		—		247	438	685	(183	)	1976	04/29/11	11 to 26 Years
Topeka, KS	(a)	1,224	905	—		—		1,224	905	2,129	(82	)	1988	06/04/14	15 to 30 Years
Torrance, CA	(a)	3,509	2,754	—		—		3,509	2,754	6,263	(103	)	1998	12/19/14	15 to 40 Years
Traverse City, MI	(d)	651	1,255	—		—		651	1,255	1,906	(9	)	2004	11/09/15	15 to 30 Years
Trenton, GA	(a)	300	227	—		—		300	227	527	(126	)	1991	11/02/07	15 to 30 Years
Trussville, AL	(b)	1,222	1,770	—		—		1,222	1,770	2,992	(170	)	2007	07/17/13	12 to 38 Years
Trussville, AL	(a)	909	892	—		57		909	949	1,858	(136	)	2000	03/29/13	8 to 29 Years
Trussville, AL	(a)	796	256	—		—		796	256	1,052	(34	)	1998	12/24/13	15 to 30 Years
Tullahoma, TN	(d)	520	886	—		—		520	886	1,406	(37	)	1996	12/23/14	15 to 40 Years
Tulsa, OK	(a)	983	1,232	(497	)	(573	)	486	659	1,145	(570	)	1976	02/26/07	14 to 30 Years
Tulsa, OK	(a)	1,540	1,997	—		—		1,540	1,997	3,537	(649	)	2002	07/02/07	14 to 40 Years
Tulsa, OK	(a)	1,465	1,728	—		—		1,465	1,728	3,193	(116	)	2013	07/21/14	14 to 30 Years
Tupelo, MS	(a)	1,131	1,175	—		—		1,131	1,175	2,306	(172	)	1995	07/17/13	7 to 26 Years
Union Gap, WA	(b)	522	2,218	—		—		522	2,218	2,740	(155	)	2004	07/17/13	13 to 40 Years

136

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Upper Marlboro, MD	(a)	290	172	—		—		290	172	462	(122	)	1983	11/27/06	15 to 20 Years
Vandalia, IL	(a)	409	202	—		—		409	202	611	(296	)	1977	09/23/05	10 to 15 Years
Villa Rica, GA	(a)	807	629	—		—		807	629	1,436	(284	)	1999	02/28/06	15 to 30 Years
Vinton, IA	(a)	121	114	—		—		121	114	235	(150	)	1978	09/23/05	10 to 15 Years
Walkersville, MD	(a)	381	238	—		68		381	306	687	(139	)	1985	11/27/06	11 to 20 Years
Walla Walla, WA	(b)	665	2,072	—		—		665	2,072	2,737	(197	)	2005	07/17/13	11 to 35 Years
Warner Robins, GA	(b)	1,228	1,714	—		—		1,228	1,714	2,942	(150	)	1994	07/17/13	11 to 40 Years
Warren, OH	(a)	973	640	—		—		973	640	1,613	(262	)	1999	02/06/07	15 to 30 Years
Warren, PA	(a)	383	427	—		—		383	427	810	(210	)	1970	02/06/07	15 to 30 Years
Warrenton, VA	(a)	378	254	—		—		378	254	632	(152	)	1985	12/19/06	14 to 20 Years
Warwick, RI	(a)	1,593	1,314	—		—		1,593	1,314	2,907	(481	)	1990	12/31/07	15 to 40 Years
Waterford, MI	(d)	761	1,958	—		—		761	1,958	2,719	(62	)	1997	02/10/15	15 to 40 Years
Wesley Chapel, FL	(d)	2,672	1,725	—		—		2,672	1,725	4,397	(24	)	2015	08/18/15	14 to 40 Years
Whittier, CA	(a)	1,439	1,874	—		—		1,439	1,874	3,313	(66	)	1991	12/19/14	15 to 40 Years
Wichita Falls, TX	(a)	851	1,077	(271	)	(317	)	580	760	1,340	(772	)	1976	02/26/07	14 to 20 Years
Winfield, KS	(a)	239	866	—		—		239	866	1,105	(64	)	1995	06/04/14	15 to 30 Years
Woodbury, MN	(a)	3,165	1,707	—		—		3,165	1,707	4,872	(148	)	1995	05/22/14	15 to 30 Years
Youngstown, OH	(a)	1,560	557	—		—		1,560	557	2,117	(239	)	1985	02/06/07	15 to 30 Years



Restaurants - Quick Service
	Aberdeen, NC	(a)	564	338	—	—	564	338	902	(35	)	1994	09/17/13	15 to 30 Years
	Abilene, TX	(d)	198	311	—	—	198	311	509	(42	)	1975	07/17/13	10 to 26 Years
	Adairsville, GA	(a)	557	318	—	—	557	318	875	(158	)	1986	09/29/06	15 to 20 Years
	Akron, OH	(a)	247	198	—	—	247	198	445	(123	)	1971	05/25/05	15 to 20 Years
	Akron, OH	(a)	218	273	—	—	218	273	491	(147	)	1976	05/25/05	15 to 20 Years
	Akron, OH	(a)	310	394	—	—	310	394	704	(208	)	1982	05/25/05	15 to 20 Years
	Alamo, TX	(d)	1,745	715	—	—	1,745	715	2,460	(62	)	1984	07/17/13	9 to 35 Years
	Albermarle, NC	(a)	639	310	—	—	639	310	949	(35	)	1993	09/17/13	15 to 30 Years
	Albuquerque, NM	(d)	265	575	—	—	265	575	840	(85	)	1980	07/17/13	11 to 26 Years
	Albuquerque, NM	(d)	466	591	—	—	466	591	1,057	(66	)	1976	07/17/13	11 to 35 Years

137

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Albuquerque, NM	(d)	267	439	—	—	267	439	706	(74	)	1975	07/17/13	11 to 25 Years
Albuquerque, NM	(d)	293	300	—	—	293	300	593	(63	)	1976	07/17/13	11 to 25 Years
Altus, OK	(d)	70	413	—	—	70	413	483	(53	)	1980	07/17/13	7 to 25 Years
Altus, OK	(a)	103	237	—	—	103	237	340	(35	)	2007	07/17/13	4 to 28 Years
Amarillo, TX	(d)	538	615	—	—	538	615	1,153	—		1985	12/29/15	15 to 30 Years
Americus, GA	(d)	282	406	—	—	282	406	688	(70	)	1978	07/17/13	11 to 23 Years
Anderson, IN	(a)	363	700	—	—	363	700	1,063	(130	)	1995	07/17/13	8 to 17 Years
Apopka, FL	(a)	1,038	482	—	—	1,038	482	1,520	(520	)	1977	06/25/04	10 to 15 Years
Arlington, TX	(d)	168	188	—	—	168	188	356	(43	)	1968	07/17/13	9 to 20 Years
Artesia, NM	(a)	435	1,106	—	—	435	1,106	1,541	(87	)	1984	04/16/14	15 to 30 Years
Atlanta, GA	(a)	513	483	—	—	513	483	996	(80	)	2002	02/02/12	15 to 30 Years
Atlanta, GA	(d)	336	346	—	—	336	346	682	(72	)	1981	07/17/13	11 to 22 Years
Atlanta, GA	(d)	554	258	—	—	554	258	812	(59	)	1980	07/17/13	11 to 23 Years
Atlanta, GA	(d)	683	5	—	—	683	5	688	(35	)	1975	07/17/13	11 to 23 Years
Atlanta, GA	(d)	394	268	—	—	394	268	662	(74	)	1975	07/17/13	11 to 16 Years
Atlanta, GA	(a)	488	653	—	—	488	653	1,141	(103	)	1995	02/02/12	15 to 30 Years
Atlanta, GA	(a)	309	867	—	—	309	867	1,176	(74	)	1994	12/24/13	15 to 30 Years
Auburn, CA	(a)	579	299	—	—	579	299	878	(125	)	1992	12/29/06	15 to 30 Years
Aurora, IL	(a)	286	726	—	—	286	726	1,012	(307	)	1998	12/29/06	15 to 30 Years
Austin, TX	(d)	699	417	—	—	699	417	1,116	(60	)	1975	07/17/13	11 to 29 Years
Austin, TX	(d)	531	794	—	—	531	794	1,325	(75	)	1967	07/17/13	11 to 32 Years
Austin, TX	(d)	904	477	—	—	904	477	1,381	(48	)	1976	07/17/13	11 to 35 Years
Austin, TX	(d)	418	872	—	—	418	872	1,290	(77	)	1986	07/17/13	11 to 35 Years
Austin, TX	(d)	689	634	—	—	689	634	1,323	(76	)	2003	07/17/13	11 to 35 Years
Balch Springs, TX	(d)	329	576	—	—	329	576	905	(80	)	1986	07/17/13	11 to 31 Years
Bartlett, TN	(a)	411	—	—	—	411	—	411	—		(f)	10/30/13	(f)
Bartonville, IL	(a)	410	856	—	—	410	856	1,266	(134	)	1980	12/21/12	15 to 30 Years
Baton Rouge, LA	(a)	565	286	—	—	565	286	851	(203	)	1991	06/25/04	15 to 20 Years
Baton Rouge, LA	(a)	391	599	—	—	391	599	990	(317	)	1980	09/24/04	15 to 20 Years
Baton Rouge, LA	(a)	594	417	—	—	594	417	1,011	(268	)	1979	06/25/04	15 to 20 Years
Baton Rouge, LA	(a)	747	558	—	—	747	558	1,305	(359	)	1984	09/24/04	15 to 20 Years
Baton Rouge, LA	(a)	472	642	—	—	472	642	1,114	(258	)	1987	09/24/04	15 to 30 Years

138

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Bay Minette, AL	(a)	583	754	—		—		583	754	1,337	(50	)	2000	09/22/14	15 to 30 Years
Beaumont, TX	(d)	581	284	—		—		581	284	865	(11	)	2001	08/31/15	15 to 20 Years
Beaumont, TX	(d)	777	246	—		—		777	246	1,023	(12	)	2000	08/31/15	15 to 20 Years
Beaumont, TX	(d)	758	325	—		—		758	325	1,083	(12	)	2007	08/31/15	15 to 30 Years
Beeville, TX	(d)	120	488	—		—		120	488	608	(67	)	1972	07/17/13	9 to 25 Years
Bellefontaine, OH	(a)	388	778	(12	)	—		376	778	1,154	(387	)	1989	12/29/06	15 to 20 Years
Bentonville, AR	(a)	635	900	—		—		635	900	1,535	(354	)	2004	07/07/05	15 to 30 Years
Birmingham, AL	(d)	192	656	—		—		192	656	848	(106	)	1981	07/17/13	7 to 19 Years
Birmingham, AL	(d)	120	151	—		—		120	151	271	(40	)	1970	07/17/13	6 to 15 Years
Birmingham, AL	(d)	119	158	—		—		119	158	277	(38	)	1970	07/17/13	5 to 15 Years
Birmingham, AL	(d)	107	508	—		—		107	508	615	(78	)	1983	07/17/13	7 to 19 Years
Birmingham, AL	(d)	131	526	—		—		131	526	657	(84	)	1984	07/17/13	7 to 19 Years
Bloomingdale, IL	(a)	426	1,956	13		(1,956	)	439	—	439	(71	)	1992	12/29/06	15 to 15 Years
Bloomsburg, PA	(d)	698	823	—		—		698	823	1,521	(42	)	1993	11/18/14	15 to 30 Years
Blue Springs, MO	(d)	688	119	101		(119	)	789	—	789	—		(f)	08/27/09	(f)
Bolingbrook, IL	(a)	762	821	—		—		762	821	1,583	(436	)	1994	09/23/05	15 to 20 Years
Boone, NC	(a)	750	379	—		—		750	379	1,129	(190	)	2006	12/29/06	15 to 30 Years
Bowling Green, KY	(d)	756	205	—		—		756	205	961	(46	)	2007	07/17/13	4 to 39 Years
Brazil, IN	(a)	391	903	—		—		391	903	1,294	(100	)	1996	07/17/13	8 to 33 Years
Bristol, TN	(a)	484	134	—		—		484	134	618	(199	)	1991	07/01/05	15 to 20 Years
Bristol, TN	(a)	474	282	—		—		474	282	756	(107	)	1985	12/21/12	10 to 15 Years
Bristol, VA	(a)	492	366	—		—		492	366	858	(102	)	1982	12/21/12	15 to 20 Years
Bristol, VA	(a)	369	564	—		—		369	564	933	(114	)	1991	12/21/12	15 to 20 Years
Brownsville, TX	(d)	795	556	—		—		795	556	1,351	(51	)	1977	07/17/13	10 to 35 Years
Brownsville, TX	(d)	667	785	—		—		667	785	1,452	(71	)	1985	07/17/13	10 to 35 Years
Brownsville, TX	(d)	369	679	—		—		369	679	1,048	(69	)	1972	07/17/13	11 to 35 Years
Brownsville, TX	(d)	267	652	—		—		267	652	919	(58	)	2000	07/17/13	10 to 35 Years
Brownsville, TX	(d)	430	656	—		—		430	656	1,086	(94	)	1985	07/17/13	11 to 29 Years
Brownsville, TX	(d)	571	930	—		—		571	930	1,501	(99	)	2002	07/17/13	11 to 35 Years
Brunswick, GA	(a)	774	614	—		—		774	614	1,388	(331	)	1999	09/24/04	15 to 20 Years
Bryan, TX	(d)	441	766	—		—		441	766	1,207	(63	)	1972	07/17/13	10 to 35 Years
Buckhannon, WV	(a)	438	529	—		—		438	529	967	(106	)	1978	12/21/12	15 to 20 Years
Buffalo, NY	(a)	737	629	—		—		737	629	1,366	(218	)	1993	11/10/05	15 to 30 Years
Buffalo, NY	(a)	821	694	—		—		821	694	1,515	(244	)	1976	11/10/05	15 to 30 Years
Calhoun, GA	(a)	503	713	—		—		503	713	1,216	(118	)	1988	02/02/12	15 to 30 Years
Canton, OH	(a)	215	483	—		—		215	483	698	(224	)	1974	05/25/05	15 to 20 Years

139

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Carrollton, GA	(a)	613	503	—	—	613	503	1,116	(115	)	1988	02/02/12	15 to 20 Years
Carrollton, KY	(a)	229	730	—	—	229	730	959	(263	)	1990	06/30/09	13 to 28 Years
Carrolton, TX	(d)	361	415	—	—	361	415	776	(70	)	1997	07/17/13	11 to 25 Years
Cedar Hill, TX	(a)	620	501	—	—	620	501	1,121	(245	)	2005	12/29/06	15 to 30 Years
Champlin, MN	(d)	710	408	—	—	710	408	1,118	(26	)	2004	03/20/15	8 to 20 Years
Chattanooga, TN	(a)	482	682	—	—	482	682	1,164	(292	)	1997	06/25/04	15 to 30 Years
Chattanooga, TN	(a)	600	389	—	—	600	389	989	(157	)	1995	09/29/06	15 to 30 Years
Chattanooga, TN	(d)	175	271	—	—	175	271	446	(41	)	2007	07/17/13	3 to 26 Years
Cheektowaga, NY	(a)	561	549	—	—	561	549	1,110	(207	)	1985	11/10/05	15 to 30 Years
Chicago, IL	(a)	313	275	—	—	313	275	588	(138	)	1982	05/25/05	15 to 20 Years
Chicago, IL	(a)	340	220	—	—	340	220	560	(128	)	1975	05/25/05	15 to 20 Years
Chicago, IL	(a)	242	244	—	—	242	244	486	(141	)	1970	05/25/05	15 to 20 Years
Chicago, IL	(a)	242	256	—	—	242	256	498	(135	)	1974	05/25/05	15 to 20 Years
Chicago, IL	(a)	532	279	—	—	532	279	811	(149	)	1982	05/25/05	15 to 20 Years
Chicago, IL	(a)	289	260	—	—	289	260	549	(134	)	1982	05/25/05	15 to 20 Years
Chicago, IL	(a)	976	271	—	—	976	271	1,247	(276	)	1987	09/23/05	10 to 15 Years
Christiansburg, VA	(a)	666	168	—	—	666	168	834	(249	)	1994	07/01/05	15 to 20 Years
Cleburne, TX	(d)	129	482	—	—	129	482	611	(65	)	1997	07/17/13	9 to 25 Years
Cleveland, TN	(a)	501	459	—	—	501	459	960	(165	)	2004	12/29/06	15 to 40 Years
College Park, GA	(d)	839	1,439	—	—	839	1,439	2,278	(30	)	2007	07/01/15	15 to 30 Years
Collierville, TN	(a)	539	—	—	—	539	—	539	—		(f)	10/30/13	(f)
Columbia, MO	(a)	339	1,126	—	—	339	1,126	1,465	(91	)	1985	12/24/13	15 to 30 Years
Columbus, GA	(d)	640	403	—	—	640	403	1,043	(72	)	1983	07/17/13	11 to 23 Years
Columbus, GA	(d)	342	49	—	—	342	49	391	(38	)	1978	07/17/13	9 to 23 Years
Columbus, OH	(a)	268	354	—	—	268	354	622	(194	)	1975	05/25/05	15 to 20 Years
Columbus, OH	(a)	294	262	—	—	294	262	556	(158	)	1976	05/25/05	15 to 20 Years
Commerce, GA	(a)	219	797	—	—	219	797	1,016	(69	)	1990	12/24/13	15 to 30 Years
Concord, NC	(a)	244	310	—	—	244	310	554	(32	)	1993	09/17/13	15 to 30 Years
Concord, NC	(a)	855	348	—	—	855	348	1,203	(46	)	2004	09/17/13	15 to 30 Years
Conroe, TX	(d)	375	692	—	—	375	692	1,067	—		1985	12/29/15	15 to 30 Years
Conyers, GA	(a)	463	557	—	—	463	557	1,020	(70	)	2008	02/02/12	15 to 40 Years
Conyers, GA	(a)	509	706	—	—	509	706	1,215	(110	)	1984	02/02/12	15 to 30 Years
Copperas Cove, TX	(d)	186	249	—	—	186	249	435	(38	)	1973	07/17/13	11 to 23 Years

140

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Cordele, GA	(d)	459	181	—	—	459	181	640	(37	)	1980	07/17/13	11 to 35 Years
Council Bluffs, IA	(a)	393	484	—	—	393	484	877	(71	)	2008	10/03/11	15 to 40 Years
Covington, GA	(a)	526	665	—	—	526	665	1,191	(104	)	2001	02/02/12	15 to 30 Years
Covington, TN	(d)	343	152	—	—	343	152	495	(48	)	2007	07/17/13	3 to 24 Years
Crawfordsville, IN	(a)	557	624	—	—	557	624	1,181	(261	)	1998	09/23/05	15 to 30 Years
Creedmoor, NC	(a)	451	367	—	—	451	367	818	(56	)	2006	09/17/13	15 to 30 Years
Crossville, TN	(a)	353	382	—	—	353	382	735	(105	)	1977	09/01/05	15 to 40 Years
Cumming, GA	(a)	967	844	—	—	967	844	1,811	(365	)	1986	09/24/04	15 to 30 Years
Cumming, GA	(a)	408	827	—	—	408	827	1,235	(75	)	1988	12/24/13	15 to 30 Years
Dallas, TX	(d)	88	215	—	—	88	215	303	(42	)	1980	07/17/13	9 to 19 Years
Dallas, TX	(d)	249	431	—	—	249	431	680	(44	)	1985	07/17/13	9 to 33 Years
Dallas, TX	(d)	164	431	—	—	164	431	595	(70	)	1968	07/17/13	10 to 18 Years
Dallas, TX	(d)	174	450	—	—	174	450	624	(59	)	1969	07/17/13	10 to 26 Years
Dallas, TX	(d)	236	339	—	—	236	339	575	(48	)	1971	07/17/13	10 to 23 Years
Dallas, TX	(d)	315	209	—	—	315	209	524	(35	)	1999	07/17/13	10 to 25 Years
Dallas, TX	(d)	392	501	—	—	392	501	893	(59	)	1985	07/17/13	11 to 30 Years
Danville, IL	(a)	619	672	—	—	619	672	1,291	(312	)	1995	12/29/06	15 to 30 Years
Daphne, AL	(a)	695	302	—	—	695	302	997	(182	)	1982	09/24/04	15 to 20 Years
Davenport, IA	(a)	393	405	—	—	393	405	798	(112	)	1989	10/03/11	15 to 20 Years
Davenport, IA	(a)	291	633	—	—	291	633	924	(118	)	1992	10/03/11	15 to 30 Years
Davenport, IA	(a)	441	646	—	—	441	646	1,087	(134	)	2002	10/03/11	15 to 30 Years
Dayton, OH	(a)	526	598	—	—	526	598	1,124	(321	)	1982	12/08/09	12 to 17 Years
Dayton, OH	(d)	203	258	—	—	203	258	461	(6	)	1987	08/21/15	15 to 20 Years
Dayton, OH	(d)	117	314	—	—	117	314	431	(6	)	1984	08/21/15	15 to 20 Years
Dayton, OH	(d)	467	237	—	—	467	237	704	(5	)	1984	08/21/15	15 to 20 Years
Decatur, GA	(d)	459	133	—	—	459	133	592	(38	)	1974	07/17/13	11 to 20 Years
Decatur, GA	(d)	566	49	—	—	566	49	615	(63	)	1979	07/17/13	3 to 11 Years
Decatur, GA	(d)	554	49	—	—	554	49	603	(35	)	1977	07/17/13	7 to 25 Years
Decatur, GA	(d)	570	30	—	—	570	30	600	(33	)	1981	07/17/13	7 to 25 Years
Decatur, GA	(a)	677	539	—	—	677	539	1,216	(87	)	1989	02/02/12	15 to 30 Years
Decatur, IL	(a)	940	126	—	—	940	126	1,066	(308	)	1992	09/23/05	15 to 20 Years
Deerfield Beach, FL	(a)	668	295	—	—	668	295	963	(142	)	1970	09/24/04	15 to 30 Years
Denham Springs, LA	(a)	419	594	—	—	419	594	1,013	(325	)	1983	09/24/04	15 to 20 Years
Detroit, MI	(a)	425	200	—	—	425	200	625	(124	)	1977	05/25/05	15 to 20 Years
Detroit, MI	(a)	351	209	—	—	351	209	560	(126	)	1977	05/25/05	15 to 20 Years

141

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Detroit, MI	(a)	426	223	—	—	426	223	649	(138	)	1979	05/25/05	15 to 20 Years
Detroit, MI	(a)	413	235	—	—	413	235	648	(140	)	1977	05/25/05	15 to 20 Years
Detroit, MI	(a)	301	219	—	—	301	219	520	(126	)	1972	05/25/05	15 to 20 Years
Detroit, MI	(a)	270	305	—	—	270	305	575	(152	)	1976	05/25/05	15 to 20 Years
Detroit, MI	(a)	271	157	—	—	271	157	428	(96	)	1978	05/25/05	15 to 20 Years
Detroit, MI	(a)	385	258	—	—	385	258	643	(157	)	1979	05/25/05	15 to 20 Years
Detroit, MI	(a)	428	189	—	—	428	189	617	(117	)	1979	05/25/05	15 to 20 Years
Detroit, MI	(a)	614	688	—	—	614	688	1,302	(374	)	1987	02/13/09	13 to 18 Years
D'Iberville, MS	(a)	597	995	—	—	597	995	1,592	(62	)	2005	07/14/14	15 to 30 Years
Donna, TX	(d)	1,091	540	—	—	1,091	540	1,631	(57	)	1984	07/17/13	10 to 35 Years
Douglasville, GA	(a)	452	570	—	—	452	570	1,022	(87	)	1974	02/02/12	15 to 30 Years
Durham, NC	(a)	1,253	—	—	—	1,253	—	1,253	—		(f)	07/17/13	(f)
Eagle Pass, TX	(d)	597	385	—	—	597	385	982	(46	)	1977	07/17/13	9 to 35 Years
East Aurora, NY	(a)	424	584	—	—	424	584	1,008	(305	)	1982	11/10/05	15 to 20 Years
East Ellijay, GA	(a)	562	354	—	—	562	354	916	(218	)	1984	12/29/05	15 to 20 Years
East Point, GA	(d)	429	245	—	—	429	245	674	(69	)	1977	07/17/13	11 to 19 Years
East St. Louis, IL	(a)	117	334	—	—	117	334	451	(127	)	1990	05/25/05	15 to 30 Years
Edinburg, TX	(d)	624	888	—	—	624	888	1,512	(82	)	1985	07/17/13	11 to 35 Years
Effingham, IL	(a)	539	575	—	—	539	575	1,114	(251	)	1985	09/23/05	15 to 30 Years
Elizabethton, TN	(a)	655	129	—	—	655	129	784	(202	)	1993	07/01/05	15 to 20 Years
Elizabethton, TN	(a)	735	278	—	—	735	278	1,013	(76	)	1971	12/21/12	15 to 20 Years
Elmwood Park, IL	(a)	650	380	—	—	650	380	1,030	(204	)	1993	09/23/05	15 to 20 Years
Elsa, TX	(d)	1,159	141	—	—	1,159	141	1,300	(29	)	1984	07/17/13	11 to 35 Years
Emporia, KS	(a)	508	1,175	—	—	508	1,175	1,683	(102	)	1969	12/24/13	15 to 30 Years
Englewood, OH	(d)	235	345	—	—	235	345	580	(5	)	1988	08/21/15	15 to 30 Years
Escanaba, MI	(a)	772	767	—	300	772	1,067	1,839	(441	)	1984	12/29/05	3 to 20 Years
Eureka, IL	(a)	307	338	—	—	307	338	645	(143	)	1980	12/21/12	10 to 15 Years
Eustis, FL	(a)	451	377	—	—	451	377	828	(368	)	1969	12/30/04	10 to 15 Years
Fayetteville, AR	(a)	1,019	1,150	—	—	1,019	1,150	2,169	(71	)	2014	06/23/14	15 to 40 Years
Fayetteville, NC	(a)	470	629	—	—	470	629	1,099	(252	)	1999	09/29/06	15 to 30 Years
Fayetteville, NC	(a)	489	612	—	—	489	612	1,101	(232	)	1987	09/29/06	15 to 30 Years
Fayetteville, NC	(a)	607	1,020	—	—	607	1,020	1,627	(438	)	1996	09/29/06	15 to 30 Years
Ferguson, MO	(a)	293	212	—	—	293	212	505	(132	)	1974	05/25/05	15 to 20 Years
Flint, MI	(a)	340	258	—	—	340	258	598	(156	)	1979	05/25/05	15 to 20 Years
Florence, KY	(a)	524	209	—	—	524	209	733	(149	)	1992	09/24/04	15 to 30 Years
Floresville, TX	(d)	109	555	—	—	109	555	664	(72	)	1985	07/17/13	9 to 25 Years

142

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Flowood, MS	(a)	338	848	—	—	338	848	1,186	(49	)	1994	07/31/14	15 to 30 Years
Forsyth, GA	(a)	495	1,007	—	—	495	1,007	1,502	(378	)	1984	01/12/06	15 to 30 Years
Forsythe, GA	(a)	249	936	—	—	249	936	1,185	(81	)	1983	12/24/13	15 to 30 Years
Fort Lauderdale, FL	(a)	601	121	—	—	601	121	722	(180	)	1984	09/24/04	10 to 15 Years
Fort Pierce, FL	(a)	667	184	—	—	667	184	851	(123	)	1999	09/24/04	15 to 30 Years
Fort Wayne, IN	(a)	660	204	—	—	660	204	864	(254	)	1982	09/23/05	10 to 15 Years
Fort Worth, TX	(d)	157	263	—	—	157	263	420	(50	)	1965	07/17/13	11 to 20 Years
Fort Worth, TX	(d)	164	573	—	—	164	573	737	(67	)	1965	07/17/13	11 to 25 Years
Fort Worth, TX	(d)	200	643	—	—	200	643	843	(72	)	1979	07/17/13	11 to 30 Years
Fort Worth, TX	(d)	356	572	—	—	356	572	928	(61	)	1970	07/17/13	11 to 35 Years
Fort Worth, TX	(d)	187	539	—	—	187	539	726	(57	)	1984	07/17/13	11 to 35 Years
Ft Madison, IA	(a)	191	620	—	—	191	620	811	(86	)	1980	12/21/12	15 to 30 Years
Ft. Valley, GA	(d)	353	379	—	—	353	379	732	(75	)	1985	07/17/13	11 to 23 Years
Garland, TX	(d)	141	455	—	—	141	455	596	(59	)	1986	07/17/13	10 to 25 Years
Garner, NC	(a)	600	765	—	—	600	765	1,365	(318	)	1995	09/29/06	15 to 30 Years
Gary, IN	(a)	109	410	—	—	109	410	519	(202	)	1980	05/25/05	15 to 20 Years
Gary, IN	(a)	210	318	—	—	210	318	528	(194	)	1979	05/25/05	15 to 20 Years
Gary, IN	(a)	161	493	—	—	161	493	654	(256	)	1973	05/25/05	15 to 20 Years
Gilman, IL	(a)	219	414	—	—	219	414	633	(253	)	1998	09/23/05	15 to 20 Years
Graceville, FL	(a)	279	1,036	—	—	279	1,036	1,315	(93	)	1985	12/24/13	15 to 30 Years
Grand Prairie, TX	(d)	335	527	—	—	335	527	862	(55	)	1980	07/17/13	10 to 35 Years
Grand Prairie, TX	(d)	147	535	—	—	147	535	682	(61	)	1985	07/17/13	11 to 30 Years
Greensboro, AL	(d)	100	663	—	—	100	663	763	(66	)	1986	07/17/13	7 to 35 Years
Greenville, TN	(a)	289	311	—	—	289	311	600	(286	)	1972	09/01/05	10 to 15 Years
Greenville, TN	(a)	735	517	—	—	735	517	1,252	(77	)	2010	03/29/13	15 to 30 Years
Greenville, TX	(a)	223	304	—	—	223	304	527	(152	)	1985	12/29/05	15 to 20 Years
Greenville, TX	(d)	325	441	—	—	325	441	766	(43	)	1972	07/17/13	10 to 35 Years
Griffin, GA	(d)	215	492	—	—	215	492	707	(69	)	1978	07/17/13	11 to 25 Years
Griffin, GA	(a)	249	877	—	—	249	877	1,126	(73	)	1979	12/24/13	15 to 30 Years
Gulfport, MS	(d)	540	429	—	—	540	429	969	(40	)	1971	07/17/13	11 to 35 Years
Haltom City, TX	(d)	571	425	—	—	571	425	996	(47	)	2007	07/17/13	11 to 35 Years
Hampton, GA	(a)	568	648	—	—	568	648	1,216	(102	)	2002	02/02/12	15 to 30 Years
Harlingen, TX	(d)	923	753	—	—	923	753	1,676	(66	)	1985	07/17/13	10 to 35 Years
Harlingen, TX	(d)	226	519	—	—	226	519	745	(63	)	1973	07/17/13	11 to 30 Years
Harriman, TN	(a)	387	502	—	—	387	502	889	(235	)	1976	09/01/05	15 to 20 Years

143

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Harrisburg, NC	(a)	489	291	—		—	489	291	780	(42	)	2004	09/17/13	15 to 30 Years
Harrisonville, MO	(a)	369	1,195	—		—	369	1,195	1,564	(101	)	1981	12/24/13	15 to 30 Years
Harvey, IL	(a)	361	269	(80	)	—	281	269	550	(328	)	1978	05/25/05	15 to 20 Years
Hattiesburg, MS	(a)	845	995	—		—	845	995	1,840	(62	)	2010	07/14/14	15 to 40 Years
Havana, IL	(a)	439	297	—		—	439	297	736	(138	)	1980	12/21/12	10 to 15 Years
Hawkinsville, GA	(a)	169	946	—		—	169	946	1,115	(79	)	1986	12/24/13	15 to 30 Years
Henderson, KY	(a)	656	1,058	—		—	656	1,058	1,714	(96	)	1992	07/17/13	7 to 35 Years
Hickory, NC	(a)	292	818	—		—	292	818	1,110	(257	)	2000	09/29/06	15 to 40 Years
Hickory, NC	(a)	1,105	851	—		—	1,105	851	1,956	(585	)	1995	12/29/06	13 to 28 Years
Hidalgo, TX	(d)	352	1,043	—		—	352	1,043	1,395	(100	)	2001	07/17/13	10 to 31 Years
Hobbs, NM	(d)	706	534	—		—	706	534	1,240	(64	)	1974	07/17/13	11 to 35 Years
Holly Springs, MS	(a)	116	—	—		—	116	—	116	—		(f)	10/30/13	(f)
Hope Mills, NC	(a)	408	930	—		—	408	930	1,338	(330	)	1990	09/29/06	15 to 30 Years
Horn Lake, MS	(a)	231	—	—		—	231	—	231	—		(f)	10/30/13	(f)
Houston, TX	(a)	592	302	—		—	592	302	894	(159	)	1979	09/28/06	15 to 20 Years
Houston, TX	(a)	1,329	—	—		—	1,329	—	1,329	—		(f)	07/17/13	(f)
Hudson, NC	(a)	794	616	—		—	794	616	1,410	(249	)	1998	09/29/06	15 to 40 Years
Independence, MO	(a)	396	1,074	—		—	396	1,074	1,470	(194	)	1984	10/03/11	15 to 30 Years
Independence, MO	(a)	279	936	—		—	279	936	1,215	(78	)	1979	12/24/13	15 to 30 Years
Indianapolis, IN	(a)	460	587	—		—	460	587	1,047	(225	)	1998	09/24/04	15 to 30 Years
Indianapolis, IN	(a)	258	262	—		—	258	262	520	(165	)	1970	05/25/05	15 to 20 Years
Indianapolis, IN	(a)	266	310	—		—	266	310	576	(176	)	1971	05/25/05	15 to 20 Years
Indianapolis, IN	(a)	170	749	—		—	170	749	919	(345	)	1983	05/25/05	15 to 20 Years
Indianapolis, IN	(a)	449	153	—		—	449	153	602	(125	)	1968	05/25/05	15 to 20 Years
Indianapolis, IN	(a)	370	150	—		—	370	150	520	(111	)	1970	05/25/05	15 to 20 Years
Irving, TX	(d)	463	338	—		—	463	338	801	(34	)	1967	07/17/13	10 to 35 Years
Jackson, GA	(a)	467	729	—		—	467	729	1,196	(133	)	1992	02/02/12	15 to 30 Years
Jackson, MS	(d)	215	476	—		—	215	476	691	(62	)	1977	07/17/13	11 to 25 Years
Jackson, MS	(d)	996	610	—		—	996	610	1,606	(69	)	1978	07/17/13	11 to 35 Years
Jackson, MS	(d)	195	582	—		—	195	582	777	(63	)	2000	07/17/13	11 to 30 Years
Jackson, MS	(d)	447	555	—		—	447	555	1,002	(67	)	1998	07/17/13	11 to 35 Years
Jacksonville, FL	(a)	480	631	—		—	480	631	1,111	(263	)	1998	09/24/04	15 to 30 Years
Jacksonville, FL	(a)	930	910	—		—	930	910	1,840	(365	)	1986	09/24/04	15 to 30 Years
Jacksonville, FL	(a)	872	509	—		—	872	509	1,381	(296	)	1984	09/24/04	15 to 20 Years

144

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Jacksonville, FL	(a)	487	871	—	—	487	871	1,358	(411	)	1985	12/30/04	15 to 20 Years
Jamestown, NY	(a)	508	573	—	—	508	573	1,081	(303	)	1988	11/10/05	15 to 20 Years
Johnson City, TN	(a)	718	450	—	—	718	450	1,168	(123	)	1983	12/21/12	15 to 20 Years
Joliet, IL	(a)	245	193	—	—	245	193	438	(126	)	1985	05/25/05	15 to 20 Years
Jonesboro, GA	(d)	680	1,736	—	—	680	1,736	2,416	(34	)	2006	07/01/15	15 to 30 Years
Jonesborough, TN	(a)	576	329	—	—	576	329	905	(81	)	1987	12/21/12	15 to 20 Years
Kannapolix, NC	(a)	244	291	—	—	244	291	535	(37	)	2001	09/17/13	15 to 30 Years
Kansas City, KS	(a)	349	425	—	—	349	425	774	(78	)	1977	10/03/11	14 to 29 Years
Kansas City, KS	(a)	594	904	—	—	594	904	1,498	(173	)	1999	10/03/11	15 to 30 Years
Kansas City, KS	(a)	289	1,066	—	—	289	1,066	1,355	(90	)	1980	12/24/13	15 to 30 Years
Kansas City, MO	(d)	312	574	—	—	312	574	886	(64	)	1996	07/17/13	10 to 30 Years
Kansas City, MO	(d)	348	730	—	—	348	730	1,078	(72	)	1996	07/17/13	10 to 35 Years
Kansas City, MO	(d)	462	673	—	—	462	673	1,135	(67	)	1996	07/17/13	10 to 35 Years
Kansas City, MO	(d)	135	616	—	—	135	616	751	(75	)	1996	07/17/13	10 to 25 Years
Kansas City, MO	(d)	310	580	—	—	310	580	890	(65	)	1996	07/17/13	10 to 31 Years
Kansas City, MO	(d)	189	837	—	—	189	837	1,026	(102	)	1996	07/17/13	9 to 25 Years



Kansas City, MO	(a)	334	654	—	—	334	654	988	(127	)	1985	10/03/11	15 to 30 Years
Kansas City, MO	(d)	772	—	—	934	772	934	1,706	—		1995	09/19/14	40 to 40 Years
Kansas City, MO	(a)	538	936	—	—	538	936	1,474	(84	)	1979	12/24/13	15 to 30 Years
Kennesaw, GA	(a)	487	334	—	—	487	334	821	(76	)	1991	02/02/12	15 to 20 Years
Kilgore, TX	(d)	140	415	—	—	140	415	555	(68	)	1985	07/17/13	11 to 20 Years
Killeen, TX	(d)	289	513	—	—	289	513	802	(51	)	1974	07/17/13	9 to 35 Years
Kingsport, TN	(a)	592	200	—	—	592	200	792	(290	)	1992	07/01/05	15 to 20 Years
Kingsport, TN	(d)	307	766	—	—	307	766	1,073	(80	)	2007	07/17/13	4 to 32 Years
Kingsport, TN	(a)	384	877	—	—	384	877	1,261	(126	)	1992	12/21/12	15 to 30 Years
Kingston, PA	(d)	521	635	—	—	521	635	1,156	(29	)	1978	11/18/14	15 to 30 Years
Kingsville, TX	(d)	263	461	—	—	263	461	724	(47	)	1977	07/17/13	9 to 35 Years
Kingwood, WV	(a)	618	677	—	—	618	677	1,295	(137	)	1979	12/21/12	15 to 20 Years
Kirby, TX	(d)	224	262	—	—	224	262	486	(49	)	1985	07/17/13	9 to 18 Years
Knoxville, TN	(a)	635	227	—	—	635	227	862	(255	)	1995	07/01/05	15 to 20 Years
Knoxville, TN	(a)	547	230	—	—	547	230	777	(320	)	1987	07/01/05	10 to 15 Years
Knoxville, TN	(a)	332	185	—	—	332	185	517	(107	)	1977	09/01/05	15 to 20 Years
Knoxville, TN	(a)	561	305	—	—	561	305	866	(151	)	1975	09/01/05	15 to 20 Years
La Feria, TX	(d)	369	941	—	—	369	941	1,310	(84	)	2003	07/17/13	11 to 35 Years
La Vista, NE	(a)	499	664	—	—	499	664	1,163	(117	)	1992	10/03/11	15 to 30 Years
Lafayette, LA	(a)	300	779	—	—	300	779	1,079	(66	)	1972	10/30/13	15 to 30 Years
LaGrange, GA	(d)	555	44	—	—	555	44	599	(96	)	1978	07/17/13	7 to 30 Years
Laredo, TX	(d)	272	713	—	—	272	713	985	(60	)	1966	07/17/13	11 to 35 Years

145

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Laredo, TX	(d)	727	698	—	—		727	698	1,425	(62	)	1968	07/17/13	11 to 35 Years
Lauderdale Lakes, FL	(a)	411	346	—	—		411	346	757	(134	)	1998	12/29/06	15 to 30 Years
Laurel, MS	(d)	690	290	—	—		690	290	980	(52	)	1971	07/17/13	11 to 24 Years
Laurel, MS	(a)	543	754	—	—		543	754	1,297	(49	)	1993	09/22/14	15 to 30 Years
Lees Summit, MO	(a)	590	69	55	(69	)	645	—	645	—		(f)	09/23/05	(f)
Lees Summit, MO	(a)	319	906	—	—		319	906	1,225	(79	)	1985	12/24/13	15 to 30 Years
Lewisville, TX	(d)	913	470	—	—		913	470	1,383	(60	)	1976	07/17/13	8 to 35 Years
Lexington, KY	(a)	636	362	—	—		636	362	998	(354	)	1978	12/30/04	10 to 15 Years
Lexington, KY	(a)	713	451	—	—		713	451	1,164	(442	)	1976	01/26/05	10 to 15 Years
Lillington, NC	(a)	419	687	—	—		419	687	1,106	(223	)	1992	09/29/06	15 to 40 Years
Lincoln, IL	(a)	203	616	—	—		203	616	819	(322	)	1990	09/23/05	15 to 20 Years
Little Rock, AR	(a)	917	847	—	—		917	847	1,764	(348	)	2004	07/07/05	15 to 30 Years
Little Rock, AR	(d)	99	500	—	—		99	500	599	(55	)	1970	07/17/13	8 to 30 Years
Little Rock, AR	(d)	332	432	—	—		332	432	764	(43	)	1971	07/17/13	9 to 35 Years
Little Rock, AR	(d)	263	492	—	—		263	492	755	(50	)	1975	07/17/13	9 to 35 Years
Lone Tree, CO	(a)	1,717	1,117	—	—		1,717	1,117	2,834	(530	)	2000	12/23/08	13 to 38 Years
Longview, TX	(d)	149	552	—	—		149	552	701	(57	)	1985	07/17/13	9 to 35 Years
Louisville, KY	(a)	334	251	—	—		334	251	585	(128	)	1991	09/24/04	15 to 20 Years
Louisville, KY	(a)	1,010	577	—	—		1,010	577	1,587	(247	)	1994	11/10/05	15 to 30 Years
Louisville, KY	(a)	854	514	—	—		854	514	1,368	(223	)	1994	11/10/05	15 to 30 Years
Lubbock, TX	(a)	687	856	—	—		687	856	1,543	(349	)	2003	07/07/05	15 to 30 Years
Lubbock, TX	(d)	325	794	—	—		325	794	1,119	(81	)	2004	07/17/13	11 to 34 Years
Macon, GA	(d)	291	628	—	—		291	628	919	(60	)	1983	07/17/13	10 to 35 Years
Macon, GA	(d)	195	347	—	—		195	347	542	(52	)	1976	07/17/13	9 to 25 Years
Macon, GA	(d)	185	553	—	—		185	553	738	(63	)	1980	07/17/13	11 to 30 Years
Madison, GA	(a)	892	739	—	—		892	739	1,631	(294	)	1989	01/12/06	15 to 40 Years
Madisonville, KY	(a)	1,198	819	—	—		1,198	819	2,017	(343	)	1990	09/24/04	15 to 30 Years
Mansfield, OH	(a)	225	327	—	—		225	327	552	(165	)	1972	05/25/05	15 to 20 Years
Mansfield, TX	(a)	472	760	—	—		472	760	1,232	(346	)	1991	12/29/06	15 to 30 Years
Maplewood, MO	(a)	180	225	—	—		180	225	405	(124	)	1980	05/25/05	15 to 20 Years
Marietta, GA	(d)	350	173	—	—		350	173	523	(47	)	1976	07/17/13	11 to 20 Years
Marion, IN	(a)	503	153	—	—		503	153	656	(119	)	1990	09/24/04	15 to 20 Years
Marlin, TX	(d)	81	327	—	—		81	327	408	(52	)	1985	07/17/13	8 to 25 Years
Martinsburg, WV	(a)	887	992	—	—		887	992	1,879	(395	)	1999	12/29/05	15 to 30 Years
Martinsville, IN	(a)	940	1,128	—	—		940	1,128	2,068	(116	)	1986	07/17/13	4 to 35 Years
Maryville, TN	(a)	810	306	—	—		810	306	1,116	(241	)	1993	07/01/05	15 to 20 Years
Maryville, TN	(d)	421	380	—	—		421	380	801	(60	)	2007	07/17/13	4 to 26 Years
Mayfield, KY	(a)	316	603	—	—		316	603	919	(271	)	1986	12/08/09	12 to 27 Years

146

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



McAllen, TX	(d)	747	408	—	—	747	408	1,155	(41	)	1992	07/17/13	10 to 35 Years
McAllen, TX	(d)	601	539	—	—	601	539	1,140	(56	)	1985	07/17/13	11 to 35 Years
McDonough, GA	(a)	938	697	—	—	938	697	1,635	(317	)	1985	09/24/04	15 to 30 Years
McDonough, GA	(a)	179	807	—	—	179	807	986	(67	)	1989	12/24/13	15 to 30 Years
McDonough, GA	(a)	418	847	—	—	418	847	1,265	(79	)	1995	12/24/13	15 to 30 Years
Mebane, NC	(a)	846	682	—	—	846	682	1,528	(259	)	1993	09/29/06	15 to 30 Years
Memphis, TN	(d)	208	302	—	—	208	302	510	(46	)	2007	07/17/13	3 to 24 Years
Memphis, TN	(d)	103	120	—	—	103	120	223	(34	)	1976	07/17/13	6 to 15 Years
Memphis, TN	(d)	128	232	—	—	128	232	360	(43	)	1971	07/17/13	8 to 20 Years
Memphis, TN	(d)	156	351	—	—	156	351	507	(53	)	1971	07/17/13	7 to 25 Years
Memphis, TN	(d)	288	278	—	—	288	278	566	(63	)	1976	07/17/13	6 to 20 Years
Memphis, TN	(d)	206	471	—	—	206	471	677	(63	)	1979	07/17/13	10 to 25 Years
Memphis, TN	(d)	163	295	—	—	163	295	458	(46	)	1979	07/17/13	10 to 25 Years
Memphis, TN	(d)	212	245	—	—	212	245	457	(53	)	1971	07/17/13	7 to 25 Years
Memphis, TN	(d)	119	261	—	—	119	261	380	(43	)	1980	07/17/13	8 to 20 Years
Memphis, TN	(d)	180	316	—	—	180	316	496	(54	)	1971	07/17/13	7 to 20 Years
Memphis, TN	(d)	264	592	—	—	264	592	856	(63	)	1971	07/17/13	11 to 35 Years
Memphis, TN	(d)	426	608	—	—	426	608	1,034	(71	)	1971	07/17/13	11 to 32 Years
Memphis, TN	(a)	320	—	—	—	320	—	320	—		(f)	10/30/13	(f)
Mercedes, TX	(d)	535	575	—	—	535	575	1,110	(58	)	1982	07/17/13	11 to 35 Years
Mesquite, TX	(d)	234	459	—	—	234	459	693	(63	)	2001	07/17/13	11 to 28 Years
Miami, FL	(a)	602	14	—	—	602	14	616	(164	)	1978	09/24/04	10 to 15 Years
Miami, FL	(a)	596	105	—	—	596	105	701	(137	)	1978	09/24/04	10 to 15 Years
Miamisburg, OH	(d)	140	262	—	—	140	262	402	(6	)	1970	08/21/15	15 to 20 Years
Midland, TX	(d)	195	432	—	—	195	432	627	(42	)	1972	07/17/13	9 to 35 Years
Midland, TX	(d)	769	893	—	—	769	893	1,662	—		1982	12/29/15	15 to 30 Years
Midwest City, OK	(d)	318	623	—	—	318	623	941	(61	)	1985	07/17/13	9 to 35 Years
Milan, IL	(a)	161	533	—	—	161	533	694	(87	)	1997	10/03/11	15 to 30 Years
Mission, TX	(d)	577	598	—	—	577	598	1,175	(60	)	1981	07/17/13	9 to 35 Years
Mobile, AL	(a)	587	487	—	—	587	487	1,074	(245	)	1985	09/24/04	15 to 20 Years
Moline, IL	(a)	424	520	—	—	424	520	944	(85	)	2009	10/03/11	15 to 40 Years
Moncks Corner, SC	(a)	573	466	—	—	573	466	1,039	(297	)	1998	09/24/04	15 to 20 Years
Monroe, GA	(a)	618	787	—	—	618	787	1,405	(75	)	1977	12/24/13	15 to 30 Years
Montgomery, AL	(d)	288	623	—	—	288	623	911	(59	)	1998	07/17/13	9 to 35 Years
Montgomery, AL	(d)	177	516	—	—	177	516	693	(93	)	1984	07/17/13	9 to 19 Years
Montgomery, AL	(d)	247	376	—	—	247	376	623	(68	)	1999	07/17/13	10 to 24 Years
Montgomery, AL	(d)	455	579	—	—	455	579	1,034	(71	)	1972	07/17/13	11 to 33 Years
Montgomery, AL	(d)	313	601	—	—	313	601	914	(94	)	1999	07/17/13	10 to 27 Years
Mooresville, IN	(a)	560	549	—	—	560	549	1,109	(332	)	1998	09/23/05	15 to 20 Years

147

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Morristown, TN	(a)	588	781	—		—		588	781	1,369	(271	)	1987	09/01/05	15 to 30 Years
Morristown, TN	(a)	436	290	—		—		436	290	726	(160	)	1976	09/01/05	15 to 20 Years
Morrow, GA	(a)	530	568	—		—		530	568	1,098	(79	)	2006	02/02/12	15 to 40 Years
Moultrie, GA	(a)	437	563	—		—		437	563	1,000	(77	)	2012	03/29/13	15 to 30 Years
Moultrie, GA	(a)	359	827	—		—		359	827	1,186	(70	)	1997	12/24/13	15 to 30 Years
Mount Carmel, TN	(a)	499	536	—		—		499	536	1,035	(97	)	1988	12/21/12	15 to 30 Years
Mount Pleasant, MI	(a)	485	642	—		—		485	642	1,127	(250	)	1997	12/29/05	15 to 30 Years
Mount Pleasant, MI	(a)	657	854	—		—		657	854	1,511	(308	)	2010	02/13/09	13 to 38 Years
Nappanee, IN	(a)	301	413	—		—		301	413	714	(248	)	2005	12/21/07	15 to 20 Years
Nashville, TN	(a)	264	—	—		—		264	—	264	—		(f)	10/30/13	(f)
Nashville, TN	(a)	538	—	—		—		538	—	538	—		(f)	10/30/13	(f)
New Albany, IN	(a)	497	278	—		—		497	278	775	(154	)	1992	09/24/04	15 to 30 Years
New Braunfels, TX	(d)	302	526	—		—		302	526	828	(69	)	1973	07/17/13	10 to 27 Years
New Castle, PA	(a)	573	1,042	—		—		573	1,042	1,615	(157	)	1999	07/17/13	7 to 25 Years
Niagara Falls, NY	(a)	1,359	551	—		—		1,359	551	1,910	(247	)	1979	11/10/05	15 to 30 Years
Nogales, AZ	(d)	207	448	—		—		207	448	655	(61	)	1976	07/17/13	11 to 25 Years
Norfolk, VA	(d)	373	517	—		—		373	517	890	(92	)	1988	07/17/13	7 to 20 Years
Normal, IL	(a)	394	240	—		—		394	240	634	(92	)	1980	12/21/12	10 to 15 Years
Normandy, MO	(a)	265	329	(6	)	—		259	329	588	(181	)	1978	05/25/05	15 to 20 Years
North Canton, OH	(a)	484	497	(14	)	—		470	497	967	(274	)	1989	12/29/06	15 to 20 Years
North Little Rock, AR	(d)	128	351	—		—		128	351	479	(47	)	1999	07/17/13	10 to 28 Years
Oak Ridge, TN	(a)	669	548	—		—		669	548	1,217	(185	)	1976	09/01/05	15 to 30 Years
Odessa, TX	(d)	597	443	—		—		597	443	1,040	(51	)	1979	07/17/13	10 to 35 Years
Odessa, TX	(d)	670	563	—		—		670	563	1,233	(59	)	1972	07/17/13	10 to 35 Years
Odessa, TX	(d)	500	941	—		—		500	941	1,441	—		1982	12/29/15	15 to 30 Years
Oklahoma City, OK	(d)	223	469	—		—		223	469	692	(78	)	1998	07/17/13	8 to 22 Years
Oklahoma City, OK	(d)	200	428	—		—		200	428	628	(60	)	1971	07/17/13	9 to 25 Years
Oklahoma City, OK	(a)	541	842	(398	)	(614	)	143	228	371	(51	)	2007	07/17/13	4 to 33 Years
Omaha, NE	(a)	539	380	—		—		539	380	919	(50	)	2006	10/03/11	15 to 40 Years
Opelousas, LA	(a)	419	659	—		—		419	659	1,078	(62	)	1968	10/30/13	15 to 30 Years
Orange, TX	(d)	541	335	—		—		541	335	876	(11	)	2007	08/31/15	15 to 30 Years
Orlando, FL	(a)	1,249	729	—		—		1,249	729	1,978	(445	)	1985	06/25/04	15 to 20 Years
Orlando, FL	(a)	642	178	—		—		642	178	820	(212	)	1967	12/30/04	10 to 15 Years
Oshkosh, WI	(a)	765	829	(40	)	300		725	1,129	1,854	(496	)	1984	12/29/05	15 to 20 Years

148

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Overland, MO	(a)	278	494	—	—	278	494	772	(247	)	1972	05/25/05	15 to 20 Years
Parkersburg, WV	(a)	416	658	—	75	416	733	1,149	(407	)	1986	03/07/07	4 to 20 Years
Parkersburg, WV	(a)	457	309	—	—	457	309	766	(122	)	1999	12/21/12	10 to 15 Years
Parma Heights, OH	(a)	598	535	—	—	598	535	1,133	(186	)	2004	08/27/09	13 to 38 Years
Paxton, IL	(a)	324	658	—	—	324	658	982	(408	)	1986	12/29/05	15 to 20 Years
Pearson, GA	(a)	159	817	—	—	159	817	976	(70	)	1994	12/24/13	15 to 30 Years
Pensacola, FL	(a)	860	291	—	—	860	291	1,151	(351	)	1977	07/28/04	10 to 15 Years
Peoria, IL	(a)	154	320	—	—	154	320	474	(176	)	1976	05/25/05	15 to 20 Years
Peoria, IL	(a)	383	270	—	—	383	270	653	(106	)	1980	12/21/12	10 to 15 Years
Peoria, IL	(a)	282	435	—	—	282	435	717	(92	)	1980	12/21/12	15 to 20 Years
Pharr, TX	(d)	694	441	—	—	694	441	1,135	(64	)	1997	07/17/13	10 to 26 Years
Phenix City, AL	(d)	493	497	—	—	493	497	990	(44	)	1978	07/17/13	8 to 35 Years
Philippi, WV	(a)	405	232	—	—	405	232	637	(100	)	1986	12/21/12	10 to 15 Years
Phoenix, AZ	(d)	523	97	—	—	523	97	620	(33	)	1976	07/17/13	9 to 16 Years
Phoenix, AZ	(d)	321	276	—	—	321	276	597	(52	)	1975	07/17/13	10 to 20 Years
Phoenix, AZ	(d)	384	528	—	—	384	528	912	(64	)	1974	07/17/13	11 to 27 Years
Phoenix, AZ	(d)	368	267	—	—	368	267	635	(40	)	1974	07/17/13	11 to 23 Years
Phoenix, AZ	(d)	415	403	—	—	415	403	818	(49	)	1975	07/17/13	8 to 27 Years
Phoenix, AZ	(d)	599	412	—	—	599	412	1,011	(47	)	1980	07/17/13	10 to 35 Years
Phoenix, AZ	(d)	400	120	—	—	400	120	520	(36	)	1977	07/17/13	11 to 13 Years
Pine Bluff, AR	(d)	854	431	—	—	854	431	1,285	(41	)	1971	07/17/13	7 to 35 Years
Pineville, LA	(a)	558	1,044	—	—	558	1,044	1,602	(399	)	1996	06/25/04	11 to 30 Years
Pleasanton, TX	(d)	230	1,052	—	—	230	1,052	1,282	(96	)	1985	07/17/13	11 to 35 Years
Ponca City, OK	(d)	93	249	—	—	93	249	342	(37	)	2007	07/17/13	4 to 28 Years
Port Allen, LA	(a)	521	575	—	—	521	575	1,096	(278	)	1997	09/24/04	15 to 30 Years
Port Arthur, TX	(d)	187	256	—	—	187	256	443	(7	)	1976	08/31/15	15 to 20 Years
Port Arthur, TX	(d)	384	266	—	—	384	266	650	(10	)	2002	08/31/15	15 to 20 Years
Port Arthur, TX	(d)	403	344	—	—	403	344	747	(11	)	2004	08/31/15	15 to 20 Years
Port Isabel, TX	(d)	348	672	—	—	348	672	1,020	(72	)	2004	07/17/13	11 to 31 Years
Port Lavaca, TX	(d)	339	594	—	—	339	594	933	(69	)	1985	07/17/13	11 to 28 Years
Portsmouth, VA	(d)	574	419	—	—	574	419	993	(66	)	1988	07/17/13	10 to 25 Years
Powell, TN	(d)	411	353	—	—	411	353	764	(58	)	2007	07/17/13	4 to 26 Years
Princeton, IN	(a)	340	906	—	—	340	906	1,246	(185	)	1992	07/17/13	7 to 15 Years
Pulaski, VA	(a)	444	236	—	—	444	236	680	(264	)	1994	07/01/05	15 to 20 Years
Quincy, FL	(a)	1,015	416	—	—	1,015	416	1,431	(382	)	1989	09/24/04	15 to 20 Years
Quitman, GA	(a)	259	936	—	—	259	936	1,195	(78	)	1985	12/24/13	15 to 30 Years
Radford, VA	(a)	499	248	—	—	499	248	747	(310	)	1995	07/01/05	15 to 20 Years
Raleigh, NC	(a)	639	320	—	—	639	320	959	(54	)	2008	09/17/13	15 to 30 Years

149

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Raymondville, TX	(d)	660	455	—	—		660	455	1,115	(57	)	1984	07/17/13	9 to 35 Years
Red Bank, TN	(a)	610	557	—	—		610	557	1,167	(312	)	1997	06/25/04	15 to 30 Years
Richland Hills, TX	(d)	229	199	—	—		229	199	428	(34	)	1999	07/17/13	10 to 25 Years
Rio Grand City, TX	(d)	1,746	554	—	—		1,746	554	2,300	(56	)	1984	07/17/13	12 to 35 Years
Riverdale, GA	(d)	742	1,789	—	—		742	1,789	2,531	(18	)	2010	09/17/15	15 to 30 Years
Robinson, IL	(a)	250	1,021	—	—		250	1,021	1,271	(111	)	1994	07/17/13	7 to 33 Years
Rochester, MN	(a)	561	83	66	(83	)	627	—	627	—		(f)	09/23/05	(f)
Rock Hill, SC	(a)	373	722	—	—		373	722	1,095	(370	)	1978	12/29/05	15 to 20 Years
Rockwell, NC	(a)	385	385	—	—		385	385	770	(61	)	2006	09/17/13	15 to 30 Years
Rogers, AR	(d)	334	884	—	—		334	884	1,218	(43	)	2005	09/30/14	15 to 30 Years
Rogersville, TN	(a)	384	964	—	—		384	964	1,348	(137	)	1986	12/21/12	15 to 30 Years
Rolesville, NC	(a)	526	320	—	—		526	320	846	(51	)	2007	09/17/13	15 to 30 Years
Rolla, MO	(a)	229	857	—	—		229	857	1,086	(73	)	1978	12/24/13	15 to 30 Years
Roma, TX	(d)	478	855	—	—		478	855	1,333	(87	)	1985	07/17/13	11 to 35 Years
Romeoville, IL	(a)	789	713	—	—		789	713	1,502	(362	)	1999	09/23/05	15 to 20 Years
Roswell, GA	(a)	513	559	—	—		513	559	1,072	(74	)	2006	02/02/12	15 to 40 Years
Roswell, NM	(d)	343	321	—	—		343	321	664	(68	)	1974	07/17/13	11 to 23 Years
Saint Ann, MO	(a)	588	613	—	—		588	613	1,201	(380	)	1985	09/23/05	15 to 20 Years
Saint Cloud, FL	(a)	1,193	557	—	—		1,193	557	1,750	(319	)	1983	06/25/04	15 to 20 Years
Salisbury, NC	(a)	357	338	—	—		357	338	695	(41	)	2002	09/17/13	15 to 30 Years
San Antonio, TX	(a)	517	373	—	—		517	373	890	(179	)	2002	09/25/06	15 to 30 Years
San Antonio, TX	(a)	349	429	—	—		349	429	778	(233	)	1983	09/25/06	15 to 20 Years
San Antonio, TX	(a)	428	339	—	—		428	339	767	(165	)	2001	09/25/06	15 to 30 Years
San Antonio, TX	(a)	539	300	—	—		539	300	839	(178	)	2001	09/25/06	15 to 30 Years
San Antonio, TX	(d)	205	1,042	—	—		205	1,042	1,247	(145	)	1976	07/17/13	10 to 20 Years
San Antonio, TX	(d)	685	257	—	—		685	257	942	(31	)	1976	07/17/13	9 to 35 Years
San Antonio, TX	(d)	592	336	—	—		592	336	928	(39	)	1968	07/17/13	9 to 35 Years
San Antonio, TX	(d)	79	347	—	—		79	347	426	(33	)	1977	07/17/13	9 to 33 Years
San Antonio, TX	(d)	395	414	—	—		395	414	809	(61	)	1984	07/17/13	11 to 25 Years
San Antonio, TX	(d)	144	538	—	—		144	538	682	(80	)	1984	07/17/13	8 to 20 Years
San Antonio, TX	(d)	544	521	—	—		544	521	1,065	(55	)	1967	07/17/13	11 to 33 Years
San Antonio, TX	(d)	375	282	—	—		375	282	657	(51	)	1965	07/17/13	9 to 21 Years
San Antonio, TX	(d)	373	170	—	—		373	170	543	(33	)	1993	07/17/13	9 to 20 Years
San Antonio, TX	(d)	331	449	—	—		331	449	780	(62	)	1983	07/17/13	10 to 25 Years
San Antonio, TX	(d)	283	573	—	—		283	573	856	(76	)	1971	07/17/13	11 to 33 Years
San Antonio, TX	(d)	369	226	—	—		369	226	595	(33	)	1986	07/17/13	10 to 25 Years
San Antonio, TX	(d)	397	700	—	—		397	700	1,097	(69	)	1984	07/17/13	11 to 35 Years
San Antonio, TX	(d)	403	61	—	—		403	61	464	(92	)	1971	07/17/13	9 to 17 Years

150

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



San Antonio, TX	(d)	279	261	—		—		279	261	540	(38	)	1976	07/17/13	11 to 32 Years
San Benito, TX	(d)	1,641	688	—		—		1,641	688	2,329	(62	)	1977	07/17/13	9 to 35 Years
Sandusky, OH	(a)	922	406	(314	)	(89	)	608	317	925	(116	)	1987	08/27/09	14 to 29 Years
Sedalia, MO	(a)	751	662	—		—		751	662	1,413	(314	)	1983	12/29/06	15 to 30 Years
Sedalia, MO	(d)	283	641	—		—		283	641	924	(60	)	2006	07/17/13	3 to 48 Years
Seven Hills, OH	(a)	496	488	—		—		496	488	984	(185	)	1977	08/27/09	13 to 28 Years
Seymour, TN	(a)	365	440	—		—		365	440	805	(61	)	2007	07/17/13	6 to 27 Years
Shawnee, OK	(d)	130	1,182	—		—		130	1,182	1,312	(113	)	2007	07/17/13	3 to 32 Years
Siler City, NC	(a)	686	385	—		—		686	385	1,071	(68	)	2005	09/17/13	15 to 30 Years
So. Parkersburg, WV	(a)	383	404	—		—		383	404	787	(83	)	1986	12/21/12	15 to 20 Years
South Charleston, WV	(a)	524	541	—		—		524	541	1,065	(101	)	1993	12/21/12	15 to 20 Years
South Hill, VA	(a)	564	320	—		—		564	320	884	(56	)	2007	09/17/13	15 to 30 Years
Spencer, IN	(a)	136	1,040	—		—		136	1,040	1,176	(132	)	1999	07/17/13	8 to 22 Years
Springfield, IL	(a)	1,072	642	—		—		1,072	642	1,714	(435	)	1988	09/23/05	15 to 20 Years
Springfield, IL	(a)	571	630	—		—		571	630	1,201	(286	)	1997	09/23/05	15 to 30 Years
Springfield, MO	(a)	439	719	—		—		439	719	1,158	(300	)	2004	12/29/06	15 to 40 Years
Springville, NY	(a)	678	586	—		—		678	586	1,264	(234	)	1988	11/10/05	15 to 30 Years
St. Louis, MO	(a)	290	211	—		—		290	211	501	(136	)	1973	05/25/05	15 to 20 Years
St. Louis, MO	(a)	231	337	—		—		231	337	568	(174	)	1972	05/25/05	15 to 20 Years
St. Louis, MO	(a)	189	227	—		—		189	227	416	(130	)	1972	05/25/05	15 to 20 Years
St. Louis, MO	(a)	464	218	—		—		464	218	682	(155	)	1978	05/25/05	15 to 20 Years
St. Louis, MO	(a)	503	651	—		—		503	651	1,154	(345	)	1976	09/24/04	15 to 20 Years
St. Louis, MO	(a)	828	351	—		—		828	351	1,179	(268	)	1986	09/24/04	15 to 20 Years
Statesboro, GA	(a)	779	777	—		—		779	777	1,556	(366	)	1985	09/24/04	15 to 20 Years
Sterling Heights, MI	(a)	866	960	—		—		866	960	1,826	(363	)	2000	12/29/05	15 to 30 Years
Stillwater, OK	(d)	218	1,262	—		—		218	1,262	1,480	(113	)	2007	07/17/13	4 to 32 Years
Stillwater, OK	(d)	1,314	1,111	—		—		1,314	1,111	2,425	(36	)	2015	03/31/15	15 to 40 Years
Stockbridge, GA	(a)	388	353	—		—		388	353	741	(58	)	2001	02/02/12	15 to 30 Years
Stone Mountain, GA	(a)	379	487	—		—		379	487	866	(76	)	1986	02/02/12	15 to 30 Years
Sun City, AZ	(a)	771	372	—		—		771	372	1,143	(212	)	1986	12/29/06	15 to 20 Years
Sweetwater, TN	(a)	602	550	—		—		602	550	1,152	(218	)	1999	12/29/06	15 to 40 Years
Talladega, AL	(d)	247	245	—		—		247	245	492	(64	)	1998	07/17/13	11 to 21 Years
Tempe, AZ	(a)	480	361	—		—		480	361	841	(170	)	2003	09/25/06	15 to 30 Years
Temple, TX	(d)	705	493	—		—		705	493	1,198	(47	)	1983	07/17/13	10 to 35 Years
Texarkana, TX	(a)	265	747	—		—		265	747	1,012	(70	)	2013	11/04/13	14 to 30 Years
The Village, OK	(d)	211	650	—		—		211	650	861	(59	)	1978	07/17/13	9 to 35 Years
Thomasville, GA	(a)	408	837	—		—		408	837	1,245	(72	)	1985	12/24/13	15 to 30 Years

151

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Tipp City, OH	(a)	789	332	—	—	789	332	1,121	(225	)	1991	12/29/06	15 to 20 Years
Tooele, UT	(a)	552	624	—	—	552	624	1,176	(384	)	1988	09/24/04	15 to 20 Years
Trenton, MO	(a)	309	1,175	—	—	309	1,175	1,484	(98	)	1976	12/24/13	15 to 30 Years
Trotwood, OH	(d)	281	220	—	—	281	220	501	(6	)	1971	08/21/15	15 to 20 Years
Tucson, AZ	(d)	262	193	—	—	262	193	455	(43	)	1983	07/17/13	11 to 23 Years
Tucson, AZ	(d)	191	552	—	—	191	552	743	(51	)	1981	07/17/13	11 to 35 Years
Tucson, AZ	(d)	349	479	—	—	349	479	828	(51	)	1976	07/17/13	11 to 35 Years
Tucson, AZ	(d)	221	434	—	—	221	434	655	(51	)	1980	07/17/13	11 to 27 Years
Tulsa, OK	(d)	767	466	—	—	767	466	1,233	(53	)	1976	07/17/13	8 to 35 Years
Tulsa, OK	(d)	315	717	—	—	315	717	1,032	(67	)	1976	07/17/13	10 to 35 Years
Tyler, TX	(d)	227	527	—	—	227	527	754	(50	)	1976	07/17/13	11 to 35 Years
Tyler, TX	(d)	355	663	—	—	355	663	1,018	—		1980	12/29/15	15 to 30 Years
Universal City, TX	(d)	408	369	—	—	408	369	777	(59	)	1989	07/17/13	9 to 25 Years
Vicksburg, MS	(d)	278	333	—	—	278	333	611	(54	)	1972	07/17/13	11 to 25 Years
Victoria, TX	(d)	129	490	—	—	129	490	619	(62	)	1985	07/17/13	11 to 28 Years
Victoria, TX	(d)	367	182	—	—	367	182	549	(34	)	1984	07/17/13	11 to 22 Years
Vincennes, IN	(a)	389	1,425	—	—	389	1,425	1,814	(146	)	2000	07/17/13	8 to 30 Years
Waco, TX	(d)	365	542	—	—	365	542	907	(47	)	1969	07/17/13	10 to 35 Years
Warner Robins, GA	(a)	229	887	—	—	229	887	1,116	(80	)	1978	12/24/13	15 to 30 Years
Warren, MI	(a)	488	215	—	—	488	215	703	(131	)	1979	05/25/05	15 to 20 Years
Washington Park, IL	(a)	119	324	—	—	119	324	443	(168	)	1980	05/25/05	15 to 20 Years
Washington, IL	(a)	264	460	—	—	264	460	724	(95	)	1980	12/21/12	15 to 20 Years
Washington, IN	(a)	272	949	—	—	272	949	1,221	(107	)	1995	07/17/13	8 to 33 Years
Watertown, WI	(a)	267	338	—	—	267	338	605	(160	)	1986	06/30/09	13 to 18 Years
Waynesburg, PA	(a)	323	918	—	—	323	918	1,241	(133	)	1982	12/21/12	15 to 30 Years
Weslaco, TX	(d)	860	513	—	—	860	513	1,373	(51	)	1990	07/17/13	11 to 35 Years
Weslaco, TX	(d)	291	786	—	—	291	786	1,077	(94	)	1970	07/17/13	11 to 25 Years
Westchester, IL	(a)	765	437	—	—	765	437	1,202	(215	)	1986	09/29/06	15 to 20 Years
Weston, WV	(a)	158	695	—	—	158	695	853	(89	)	1981	12/21/12	15 to 30 Years
Williamsport, PA	(d)	864	979	—	—	864	979	1,843	(45	)	1966	11/18/14	15 to 30 Years
Winchester, TN	(a)	400	291	—	—	400	291	691	(164	)	1993	12/29/06	15 to 20 Years
Winter Springs, FL	(a)	523	446	—	—	523	446	969	(279	)	1988	12/30/04	15 to 20 Years
Wytheville, VA	(a)	446	172	—	—	446	172	618	(188	)	1995	07/01/05	15 to 20 Years
Xenia, OH	(d)	384	288	—	—	384	288	672	(7	)	1985	08/21/15	15 to 20 Years
Yukon, OK	(a)	555	373	—	—	555	373	928	(211	)	2003	07/01/05	15 to 30 Years
Zebulon, NC	(a)	780	395	—	—	780	395	1,175	(63	)	2006	09/17/13	15 to 30 Years

Convenience Stores

152

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Akron, OH	(c)	424	1,139	—	—	424	1,139	1,563	(133	)	1995	07/17/13	13 to 30 Years
Akron, OH	(c)	587	1,073	—	—	587	1,073	1,660	(139	)	1998	07/17/13	13 to 32 Years
Akron, OH	(c)	500	2,058	—	—	500	2,058	2,558	(197	)	1999	07/17/13	15 to 33 Years
Akron, OH	(c)	337	1,149	—	—	337	1,149	1,486	(113	)	2001	07/17/13	15 to 35 Years
Akron, OH	(c)	595	1,031	—	—	595	1,031	1,626	(133	)	1995	07/17/13	14 to 30 Years
Akron, OH	(c)	554	824	—	—	554	824	1,378	(96	)	1969	07/17/13	14 to 38 Years
Akron, OH	(c)	517	1,122	—	—	517	1,122	1,639	(141	)	1994	07/17/13	13 to 29 Years
Akron, OH	(c)	283	1,160	—	—	283	1,160	1,443	(119	)	1997	07/17/13	14 to 32 Years
Akron, OH	(c)	434	1,198	—	—	434	1,198	1,632	(145	)	1994	07/17/13	14 to 29 Years
Akron, OH	(c)	343	1,193	—	—	343	1,193	1,536	(129	)	1991	07/17/13	15 to 31 Years
Akron, OH	(c)	513	1,251	—	—	513	1,251	1,764	(141	)	1996	07/17/13	15 to 31 Years
Akron, OH	(c)	321	1,179	—	—	321	1,179	1,500	(131	)	1994	07/17/13	13 to 29 Years
Akron, OH	(c)	402	1,263	—	—	402	1,263	1,665	(125	)	2000	07/17/13	13 to 34 Years
Akron, OH	(c)	291	1,230	—	—	291	1,230	1,521	(152	)	1950	07/17/13	12 to 25 Years
Albuquerque, NM	(c)	699	777	—	—	699	777	1,476	(170	)	1994	07/17/13	9 to 35 Years
Altavista, VA	(d)	358	1,400	—	—	358	1,400	1,758	(28	)	1981	06/30/15	15 to 30 Years
Altavista, VA	(d)	467	745	—	—	467	745	1,212	(18	)	1984	06/30/15	15 to 30 Years
Apopka, FL	(d)	477	389	—	—	477	389	866	(51	)	1989	12/19/13	15 to 30 Years
Apopka, FL	(d)	1,357	748	—	—	1,357	748	2,105	(14	)	1997	10/28/15	15 to 30 Years
Apple Valley, CA	(d)	782	662	—	—	782	662	1,444	(157	)	1985	05/02/14	10 to 15 Years
Asheville, NC	(a)	278	776	—	168	278	944	1,222	(131	)	2000	01/01/14	8 to 29 Years
Asheville, NC	(a)	247	497	—	87	247	584	831	(88	)	1986	01/01/14	8 to 29 Years
Ashland, NH	(d)	398	157	—	—	398	157	555	(41	)	1970	06/28/12	15 to 20 Years
Auburn, AL	(c)	757	1,199	—	—	757	1,199	1,956	(172	)	1990	07/17/13	10 to 25 Years
Auburn, ME	(d)	371	444	—	—	371	444	815	(73	)	1996	06/28/12	15 to 30 Years
Auburn, ME	(d)	287	222	—	—	287	222	509	(52	)	1968	06/28/12	15 to 20 Years
Augusta, GA	(c)	400	1,540	—	—	400	1,540	1,940	(154	)	1981	07/17/13	13 to 30 Years
Augusta, ME	(d)	318	322	—	—	318	322	640	(54	)	1997	06/28/12	15 to 28 Years
Bangor, ME	(d)	327	141	—	—	327	141	468	(58	)	1973	06/28/12	15 to 15 Years
Barberton, OH	(c)	255	1,244	—	—	255	1,244	1,499	(145	)	1991	07/17/13	12 to 26 Years
Barberton, OH	(c)	884	1,885	—	—	884	1,885	2,769	(213	)	1981	07/17/13	13 to 34 Years
Barberton, OH	(c)	321	1,219	—	—	321	1,219	1,540	(127	)	1983	07/17/13	14 to 31 Years
Bartlett, NH	(d)	325	399	—	—	325	399	724	(66	)	1998	06/28/12	15 to 32 Years
Barton, VT	(d)	307	609	—	—	307	609	916	(45	)	1975	01/24/14	14 to 40 Years
Baton Rouge, LA	(c)	260	859	—	—	260	859	1,119	(113	)	1976	07/17/13	7 to 25 Years
Baton Rouge, LA	(c)	330	997	—	—	330	997	1,327	(113	)	1970	07/17/13	8 to 30 Years
Baton Rouge, LA	(c)	481	913	—	—	481	913	1,394	(122	)	1977	07/17/13	8 to 30 Years
Beattyville, KY	(d)	278	795	—	—	278	795	1,073	(17	)	1981	06/30/15	15 to 30 Years

153

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Beaufort, SC	(c)	850	1,337	—		—	850	1,337	2,187	(161	)	1997	07/17/13	12 to 34 Years
Bedford, OH	(c)	750	680	—		—	750	680	1,430	(105	)	2000	07/17/13	15 to 33 Years
Bedford, VA	(d)	258	818	—		—	258	818	1,076	(18	)	1997	06/30/15	15 to 30 Years
Belle Glade, FL	(d)	978	1,184	—		—	978	1,184	2,162	(55	)	1960	10/30/14	15 to 40 Years
Belle Glade, FL	(d)	356	1,125	—		—	356	1,125	1,481	(44	)	1977	10/30/14	15 to 40 Years
Belle Isle, FL	(d)	908	738	—		—	908	738	1,646	(10	)	1996	10/27/15	15 to 30 Years
Belmont, NH	(d)	315	218	—		—	315	218	533	(30	)	1969	01/24/14	14 to 30 Years
Belmont, NH	(d)	524	879	—		—	524	879	1,403	(94	)	2002	01/24/14	14 to 30 Years
Berlin, NH	(d)	387	317	—		—	387	317	704	(75	)	1991	06/28/12	15 to 22 Years
Blairs, VA	(d)	318	636	—		—	318	636	954	(14	)	1987	06/30/15	15 to 30 Years
Bluffton, SC	(c)	1,531	645	—		—	1,531	645	2,176	(112	)	1997	07/17/13	10 to 32 Years
Bossier City, LA	(c)	565	1,051	(21	)	—	544	1,051	1,595	(136	)	1987	07/17/13	9 to 25 Years
Brewer, ME	(d)	238	260	—		—	238	260	498	(57	)	1967	06/28/12	15 to 25 Years
Brookpark, OH	(c)	623	978	—		—	623	978	1,601	(122	)	1998	07/17/13	13 to 32 Years
Bucksport, ME	(d)	1,203	587	—		—	1,203	587	1,790	(69	)	1995	01/24/14	14 to 40 Years
Calais, ME	(d)	187	213	—		—	187	213	400	(53	)	1968	06/28/12	15 to 20 Years
Campton, KY	(d)	189	735	—		—	189	735	924	(16	)	1996	06/30/15	15 to 30 Years
Canton, OH	(c)	362	1,159	—		—	362	1,159	1,521	(145	)	1990	07/17/13	12 to 26 Years
Canton, OH	(c)	1,037	1,557	—		—	1,037	1,557	2,594	(206	)	2000	07/17/13	15 to 34 Years
Carlisle, KY	(d)	209	586	—		—	209	586	795	(13	)	1989	06/30/15	15 to 30 Years
Carlisle, KY	(d)	298	874	—		—	298	874	1,172	(20	)	2005	06/30/15	15 to 30 Years
Catlettsburg, KY	(a)	9,344	3,989	—		—	9,344	3,989	13,333	(3,616	)	2001	07/01/05	13 to 40 Years
Cave Creek, AZ	(d)	2,711	2,201	—		—	2,711	2,201	4,912	(828	)	1998	07/02/07	15 to 40 Years
Charleston, SC	(c)	1,547	1,242	—		—	1,547	1,242	2,789	(220	)	1987	07/17/13	7 to 20 Years
Charlotte, NC	(c)	1,507	749	(127	)	—	1,380	749	2,129	(112	)	1996	07/17/13	9 to 35 Years
Charlotte, NC	(c)	1,442	789	—		—	1,442	789	2,231	(144	)	1997	07/17/13	8 to 35 Years
Charlotte, NC	(c)	1,392	563	—		—	1,392	563	1,955	(173	)	1991	07/17/13	6 to 32 Years
Clay City, KY	(d)	397	884	—		—	397	884	1,281	(24	)	2002	06/30/15	15 to 30 Years
Cleveland, MO	(d)	701	894	—		—	701	894	1,595	(69	)	1994	11/18/14	15 to 20 Years
Cleveland, OH	(c)	804	1,513	—		—	804	1,513	2,317	(167	)	2002	07/17/13	13 to 35 Years
Columbia, SC	(c)	1,061	1,073	—		—	1,061	1,073	2,134	(131	)	1997	07/17/13	11 to 32 Years
Columbia, SC	(c)	1,261	985	—		—	1,261	985	2,246	(138	)	1993	07/17/13	10 to 28 Years
Columbus, GA	(c)	711	943	—		—	711	943	1,654	(114	)	1990	07/17/13	13 to 32 Years
Columbus, GA	(c)	574	1,039	—		—	574	1,039	1,613	(115	)	1984	07/17/13	13 to 32 Years
Columbus, GA	(c)	867	2,299	—		—	867	2,299	3,166	(242	)	1978	07/17/13	13 to 30 Years
Columbus, GA	(c)	1,465	2,088	—		—	1,465	2,088	3,553	(238	)	1995	07/17/13	11 to 34 Years
Columbus, GA	(c)	730	1,317	—		—	730	1,317	2,047	(161	)	1978	07/17/13	13 to 28 Years
Concord, NH	(d)	260	330	—		—	260	330	590	(60	)	1988	06/28/12	15 to 25 Years
Copley, OH	(c)	379	999	—		—	379	999	1,378	(129	)	1993	07/17/13	12 to 28 Years
Cuyahoga Falls, OH	(c)	657	1,018	—		—	657	1,018	1,675	(146	)	1995	07/17/13	13 to 30 Years

154

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Cuyahoga Falls, OH	(c)	958	1,416	—	—	958	1,416	2,374	(181	)	2002	07/17/13	15 to 35 Years
Cuyahoga Falls, OH	(c)	342	806	—	—	342	806	1,148	(109	)	1972	07/17/13	12 to 26 Years
Cynthiana, KY	(d)	119	596	—	—	119	596	715	(12	)	1985	06/30/15	15 to 30 Years
Daleville, VA	(d)	467	616	—	—	467	616	1,083	(16	)	1989	06/30/15	15 to 30 Years
Danville, VA	(d)	348	477	—	—	348	477	825	(12	)	1989	06/30/15	15 to 30 Years
El Paso, TX	(c)	1,143	1,029	—	—	1,143	1,029	2,172	(310	)	2000	07/17/13	4 to 27 Years
El Paso, TX	(c)	987	558	—	—	987	558	1,545	(146	)	1999	07/17/13	3 to 26 Years
El Paso, TX	(c)	1,090	1,203	—	—	1,090	1,203	2,293	(233	)	1999	07/17/13	6 to 35 Years
Fairlawn, OH	(c)	616	1,064	—	—	616	1,064	1,680	(143	)	1993	07/17/13	13 to 28 Years
Fallon, NV	(d)	1,262	1,321	—	—	1,262	1,321	2,583	(95	)	1985	10/31/14	15 to 40 Years
Flemingsburg, KY	(d)	1,073	1,212	—	—	1,073	1,212	2,285	(32	)	1997	06/30/15	15 to 30 Years
Forest, VA	(d)	248	834	—	—	248	834	1,082	(18	)	1995	06/30/15	15 to 30 Years
Fort Mill, SC	(c)	1,589	1,356	—	—	1,589	1,356	2,945	(150	)	1999	07/17/13	10 to 33 Years
Fort Pierce, FL	(d)	1,064	1,659	—	—	1,064	1,659	2,723	(88	)	1977	10/30/14	15 to 40 Years
Fort Pierce, FL	(d)	681	1,404	—	—	681	1,404	2,085	(67	)	1989	10/30/14	15 to 40 Years
Freeport, ME	(d)	503	343	—	—	503	343	846	(65	)	1991	06/28/12	15 to 26 Years
Fremont, CA	(d)	1,905	361	—	—	1,905	361	2,266	(42	)	1990	10/31/14	15 to 30 Years
Georgetown, KY	(d)	725	805	—	—	725	805	1,530	(21	)	1989	06/30/15	15 to 30 Years
Georgetown, KY	(d)	815	934	—	—	815	934	1,749	(23	)	1998	06/30/15	15 to 30 Years
Goose Creek, SC	(c)	682	1,571	—	—	682	1,571	2,253	(233	)	1983	07/17/13	7 to 20 Years
Gorham, NH	(d)	723	358	—	—	723	358	1,081	(98	)	1975	06/28/12	15 to 18 Years
Grandtham, NH	(d)	576	394	—	—	576	394	970	(53	)	1989	01/24/14	14 to 30 Years
Gresham, OR	(d)	879	643	—	—	879	643	1,522	(50	)	1990	10/28/14	15 to 30 Years
Gretna, VA	(d)	268	798	—	—	268	798	1,066	(19	)	1978	06/30/15	15 to 30 Years
Gretna, VA	(d)	159	1,083	—	—	159	1,083	1,242	(22	)	1996	06/30/15	15 to 30 Years
Hampden, ME	(d)	987	424	—	—	987	424	1,411	(91	)	1997	01/24/14	14 to 30 Years
Harrington, ME	(d)	331	459	—	—	331	459	790	(88	)	1992	06/28/12	15 to 32 Years
Harrodsburg, KY	(d)	229	824	—	—	229	824	1,053	(18	)	1973	06/30/15	15 to 30 Years
Hazard, KY	(d)	288	805	—	—	288	805	1,093	(17	)	1991	06/30/15	15 to 30 Years
Hockessin, DE	(b)	1,921	2,477	—	—	1,921	2,477	4,398	(245	)	2001	07/17/13	8 to 46 Years
Honea Path, SC	(a)	1,268	1,134	—	175	1,268	1,309	2,577	(267	)	1996	01/01/14	8 to 29 Years
Huntersville, NC	(c)	1,539	924	—	—	1,539	924	2,463	(188	)	1996	07/17/13	8 to 35 Years
Huntington Beach, CA	(d)	2,035	155	—	—	2,035	155	2,190	(41	)	1962	10/31/14	15 to 30 Years
Huntington Park, CA	(d)	1,909	891	—	—	1,909	891	2,800	(126	)	1947	05/02/14	15 to 20 Years
Hurt, VA	(d)	685	1,023	—	—	685	1,023	1,708	(27	)	1973	06/30/15	15 to 30 Years
Inglewood, CA	(d)	1,053	635	—	30	1,053	665	1,718	(45	)	1995	06/04/14	15 to 40 Years

155

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Inman, SC	(a)	2,183	897	—	165	2,183	1,062	3,245	(383	)	1994	05/08/13	8 to 29 Years
Irvine, KY	(d)	219	666	—	—	219	666	885	(16	)	1987	06/30/15	15 to 30 Years
Jackson, KY	(d)	417	765	—	—	417	765	1,182	(18	)	1982	06/30/15	15 to 30 Years
Jacksonville, FL	(d)	2,285	1,537	—	—	2,285	1,537	3,822	(23	)	2010	10/28/15	15 to 40 Years
Kansas City, MO	(d)	925	1,027	—	—	925	1,027	1,952	(56	)	1996	11/18/14	15 to 30 Years
Kearney, MO	(d)	529	925	—	—	529	925	1,454	(47	)	2001	11/18/14	15 to 30 Years
Keene, NH	(d)	553	289	—	—	553	289	842	(39	)	1960	01/24/14	14 to 30 Years
Kent, OH	(c)	258	917	—	—	258	917	1,175	(104	)	1994	07/17/13	13 to 29 Years
Kent, WA	(d)	1,450	381	—	—	1,450	381	1,831	(44	)	1987	10/28/14	15 to 30 Years
Kissimmee, FL	(d)	759	1,060	—	—	759	1,060	1,819	(139	)	2005	12/19/13	15 to 30 Years
Kissimmee, FL	(d)	2,115	1,602	—	—	2,115	1,602	3,717	(16	)	2006	10/27/15	15 to 40 Years
Laconia, NH	(d)	411	770	—	—	411	770	1,181	(77	)	1998	01/24/14	14 to 30 Years
Lanett, AL	(c)	299	844	—	—	299	844	1,143	(111	)	1974	07/17/13	10 to 25 Years
Laurens, SC	(a)	505	622	—	118	505	740	1,245	(129	)	1992	01/01/14	8 to 29 Years
Lebo, KS	(d)	1,951	762	—	—	1,951	762	2,713	(75	)	1976	11/18/14	15 to 20 Years
Lewiston, ME	(d)	460	341	—	—	460	341	801	(75	)	1994	06/28/12	15 to 28 Years
Long Beach, CA	(d)	1,049	635	—	—	1,049	635	1,684	(60	)	1959	05/02/14	15 to 30 Years
Los Angeles, CA	(d)	2,178	504	—	—	2,178	504	2,682	(96	)	1963	05/02/14	15 to 20 Years
Lynchburg, VA	(d)	467	1,391	—	—	467	1,391	1,858	(28	)	2006	06/30/15	15 to 30 Years
Lynchburg, VA	(d)	278	699	—	—	278	699	977	(14	)	1967	06/30/15	15 to 30 Years
Lynchburg, VA	(d)	517	1,142	—	—	517	1,142	1,659	(26	)	2000	06/30/15	15 to 30 Years
Macon, GA	(c)	470	1,226	—	—	470	1,226	1,696	(178	)	1974	07/17/13	7 to 35 Years
Macon, GA	(c)	471	1,066	—	—	471	1,066	1,537	(192	)	1993	07/17/13	5 to 35 Years
Madison Heights, VA	(d)	268	417	—	—	268	417	685	(10	)	1983	06/30/15	15 to 30 Years
Madison, ME	(d)	130	410	—	—	130	410	540	(69	)	1988	06/28/12	15 to 25 Years
Manahawkin, NJ	(b)	3,258	1,954	—	—	3,258	1,954	5,212	(415	)	2001	07/17/13	8 to 46 Years
Manchester, ME	(d)	279	285	—	—	279	285	564	(68	)	1990	06/28/12	15 to 20 Years
Maple Heights, OH	(c)	747	917	—	—	747	917	1,664	(127	)	1998	07/17/13	13 to 32 Years
Martinez, GA	(c)	626	996	—	—	626	996	1,622	(292	)	1985	07/17/13	3 to 35 Years
McKee, KY	(d)	119	973	—	—	119	973	1,092	(18	)	1983	06/30/15	15 to 30 Years
Midland, GA	(c)	637	2,136	—	—	637	2,136	2,773	(188	)	1995	07/17/13	9 to 35 Years
Mobile, AL	(c)	552	1,664	—	—	552	1,664	2,216	(223	)	1987	07/17/13	11 to 24 Years
Mobile, AL	(c)	939	878	—	—	939	878	1,817	(153	)	1988	07/17/13	13 to 25 Years
Moneta, VA	(d)	437	934	—	—	437	934	1,371	(24	)	1999	06/30/15	15 to 30 Years
Monroe, LA	(c)	517	1,455	—	—	517	1,455	1,972	(224	)	1986	07/17/13	6 to 28 Years
Montclair, CA	(d)	4,957	4,136	—	125	4,957	4,261	9,218	(313	)	1989	10/31/14	15 to 40 Years
Mount Pleasant, SC	(c)	1,328	1,073	—	—	1,328	1,073	2,401	(120	)	1978	07/17/13	7 to 30 Years
Mt Sterling, KY	(d)	1,103	1,102	—	—	1,103	1,102	2,205	(30	)	2000	06/30/15	15 to 30 Years

156

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Murphy, NC	(a)	489	298	—	49	489	347	836	(68	)	1965	05/08/13	8 to 19 Years
N. Augusta, SC	(c)	1,065	894	—	—	1,065	894	1,959	(104	)	1999	07/17/13	12 to 33 Years
Narberth, PA	(b)	1,812	3,163	—	—	1,812	3,163	4,975	(221	)	2006	07/17/13	8 to 46 Years
Newport, NH	(d)	519	581	—	—	519	581	1,100	(103	)	1998	06/28/12	15 to 30 Years
Northfield, OH	(c)	873	1,633	—	—	873	1,633	2,506	(193	)	1983	07/17/13	15 to 35 Years
Norton, OH	(c)	581	1,460	—	—	581	1,460	2,041	(156	)	1984	07/17/13	13 to 35 Years
Oakfield, ME	(d)	273	229	—	—	273	229	502	(61	)	1993	06/28/12	15 to 25 Years
Oakland, FL	(d)	1,303	1,109	—	—	1,303	1,109	2,412	(176	)	2002	12/19/13	15 to 30 Years
Okeechobee, FL	(d)	468	936	—	—	468	936	1,404	(47	)	1976	10/30/14	15 to 40 Years
Okeechobee, FL	(d)	808	1,191	—	—	808	1,191	1,999	(69	)	1984	10/30/14	15 to 40 Years
Okeechobee, FL	(d)	386	1,764	—	—	386	1,764	2,150	(69	)	1975	10/30/14	15 to 40 Years
Okeechobee, FL	(d)	558	1,024	—	—	558	1,024	1,582	(50	)	1986	10/30/14	15 to 40 Years
Ontario, CA	(d)	1,307	1,307	—	—	1,307	1,307	2,614	(102	)	1964	05/02/14	15 to 30 Years
Opelika, AL	(c)	960	1,716	—	—	960	1,716	2,676	(256	)	1988	07/17/13	10 to 25 Years
Opelika, AL	(c)	400	1,321	—	—	400	1,321	1,721	(169	)	1989	07/17/13	10 to 24 Years
Orlando, FL	(d)	1,167	982	—	—	1,167	982	2,149	(141	)	2001	12/19/13	15 to 30 Years
Orlando, FL	(d)	1,080	798	—	—	1,080	798	1,878	(105	)	2001	12/19/13	15 to 30 Years
Orlando, FL	(d)	1,303	496	—	—	1,303	496	1,799	(89	)	1994	12/19/13	15 to 30 Years
Orlando, FL	(d)	973	350	—	—	973	350	1,323	(79	)	1991	12/19/13	15 to 30 Years
Orlando, FL	(d)	1,128	496	—	—	1,128	496	1,624	(93	)	1995	12/19/13	15 to 30 Years
Orlando, FL	(d)	1,644	1,829	—	—	1,644	1,829	3,473	(176	)	2000	12/19/13	15 to 40 Years
Orlando, FL	(d)	1,255	1,333	—	—	1,255	1,333	2,588	(160	)	2001	12/19/13	15 to 40 Years
Orlando, FL	(d)	1,397	1,028	—	—	1,397	1,028	2,425	(16	)	1990	10/29/15	15 to 30 Years
Oveido, FL	(d)	1,556	982	—	—	1,556	982	2,538	(160	)	2002	12/19/13	15 to 30 Years
Oviedo, FL	(d)	973	798	—	—	973	798	1,771	(117	)	1995	12/19/13	15 to 30 Years
Oxnard, CA	(d)	1,330	950	—	363	1,330	1,313	2,643	(88	)	1966	06/27/14	15 to 30 Years
Oxnard, CA	(d)	2,284	3,620	—	—	2,284	3,620	5,904	(167	)	2003	09/09/14	15 to 40 Years
Paris, KY	(d)	129	636	—	—	129	636	765	(13	)	1988	06/30/15	15 to 30 Years
Paris, KY	(d)	209	576	—	—	209	576	785	(13	)	1992	06/30/15	15 to 30 Years
Paris, ME	(d)	139	153	—	—	139	153	292	(43	)	1954	06/28/12	15 to 17 Years
Parma, OH	(c)	437	1,166	—	—	437	1,166	1,603	(113	)	2002	07/17/13	15 to 35 Years
Phenix City, AL	(c)	554	1,392	—	—	554	1,392	1,946	(162	)	1999	07/17/13	13 to 33 Years
Phoenix, AZ	(d)	2,243	4,243	—	—	2,243	4,243	6,486	(1,449	)	2001	07/02/07	15 to 40 Years
Phoenix, AZ	(d)	1,212	380	—	—	1,212	380	1,592	(33	)	1985	03/20/15	7 to 40 Years
Pine Mountain, GA	(c)	454	1,627	—	—	454	1,627	2,081	(169	)	1999	07/17/13	10 to 37 Years
Pomona, CA	(d)	1,551	839	—	127	1,551	966	2,517	(85	)	1967	05/02/14	15 to 30 Years
Pomona, CA	(d)	1,078	864	—	—	1,078	864	1,942	(68	)	1999	06/04/14	15 to 40 Years
Port Wentworth, GA	(c)	1,627	1,131	—	—	1,627	1,131	2,758	(363	)	1991	07/17/13	4 to 35 Years
Portland, OR	(d)	516	272	—	—	516	272	788	(24	)	1991	10/28/14	15 to 30 Years

157

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Presque Isle, ME	(d)	708	390	—	—	708	390	1,098	(71	)	1995	01/24/14	14 to 30 Years
Prosser, WA	(d)	245	444	—	—	245	444	689	(30	)	1985	10/28/14	15 to 30 Years
Raymond, NH	(d)	1,722	430	—	—	1,722	430	2,152	(105	)	1986	01/24/14	14 to 20 Years
Reseda, CA	(d)	2,064	1,013	—	—	2,064	1,013	3,077	(83	)	1997	05/02/14	15 to 40 Years
Reseda, CA	(d)	2,422	605	—	—	2,422	605	3,027	(93	)	1997	05/02/14	15 to 30 Years
Roanoke, VA	(d)	238	497	—	—	238	497	735	(11	)	1988	06/30/15	15 to 30 Years
Roanoke, VA	(d)	616	534	—	—	616	534	1,150	(15	)	1988	06/30/15	15 to 30 Years
Roanoke, VA	(d)	397	785	—	—	397	785	1,182	(18	)	1986	06/30/15	15 to 30 Years
Roanoke, VA	(d)	397	685	—	—	397	685	1,082	(16	)	1997	06/30/15	15 to 30 Years
Rockland, ME	(d)	211	303	—	—	211	303	514	(52	)	1984	06/28/12	15 to 28 Years
Roebuck, SC	(a)	708	818	—	152	708	970	1,678	(175	)	1992	01/01/14	8 to 29 Years
Rustburg, VA	(d)	527	775	—	—	527	775	1,302	(21	)	1990	06/30/15	15 to 30 Years
Saint Augustine, FL	(a)	9,556	2,543	—	—	9,556	2,543	12,099	(2,516	)	2001	07/01/05	13 to 40 Years
Salem, OR	(d)	879	281	—	—	879	281	1,160	(52	)	1991	10/28/14	15 to 30 Years
Salem, VA	(d)	209	576	—	—	209	576	785	(13	)	1970	06/30/15	15 to 30 Years
Salem, VA	(d)	646	516	—	—	646	516	1,162	(15	)	1987	06/30/15	15 to 30 Years
Salem, VA	(d)	387	1,172	—	—	387	1,172	1,559	(25	)	1973	06/30/15	15 to 30 Years
San Francisco, CA	(d)	1,604	82	—	—	1,604	82	1,686	(22	)	1980	10/28/14	15 to 30 Years
Sanford, ME	(d)	807	579	—	—	807	579	1,386	(95	)	1997	06/28/12	15 to 28 Years
Savannah, GA	(c)	1,001	847	—	—	1,001	847	1,848	(145	)	1997	07/17/13	8 to 37 Years
Savannah, GA	(c)	831	869	—	—	831	869	1,700	(120	)	1990	07/17/13	14 to 30 Years
Scottsdale, AZ	(d)	4,416	2,384	—	—	4,416	2,384	6,800	(979	)	2000	07/02/07	15 to 40 Years
Scottsdale, AZ	(d)	2,765	2,196	—	—	2,765	2,196	4,961	(899	)	1995	07/02/07	15 to 40 Years
Scottsdale, AZ	(d)	5,123	2,683	—	—	5,123	2,683	7,806	(1,397	)	1991	07/02/07	15 to 40 Years
Scottsdale, AZ	(d)	3,437	2,373	—	—	3,437	2,373	5,810	(1,236	)	1996	07/02/07	15 to 40 Years
Seville, OH	(c)	1,141	2,604	—	—	1,141	2,604	3,745	(275	)	2003	07/17/13	15 to 36 Years
Sherman Mills, ME	(d)	259	163	—	—	259	163	422	(49	)	1974	06/28/12	15 to 20 Years
Shoreline, WA	(d)	516	172	—	—	516	172	688	(14	)	1955	10/28/14	15 to 30 Years
Shreveport, LA	(c)	369	1,183	—	—	369	1,183	1,552	(178	)	1988	07/17/13	4 to 25 Years
South Boston, VA	(d)	378	705	—	—	378	705	1,083	(15	)	1988	06/30/15	15 to 30 Years
South Boston, VA	(d)	407	834	—	—	407	834	1,241	(18	)	1983	06/30/15	15 to 30 Years
South Boston, VA	(d)	894	1,232	—	—	894	1,232	2,126	(29	)	1997	06/30/15	15 to 30 Years
South Boston, VA	(d)	368	516	—	—	368	516	884	(14	)	1997	06/30/15	15 to 30 Years
South Portland, ME	(d)	661	194	—	—	661	194	855	(71	)	1970	06/28/12	15 to 15 Years

158

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



South Portland, ME	(d)	448	593	—	—	448	593	1,041	(54	)	1970	01/24/14	14 to 40 Years
Spiceland, IN	(a)	9,649	3,063	—	—	9,649	3,063	12,712	(3,152	)	2001	07/01/05	13 to 40 Years
Springdale, SC	(c)	794	767	—	—	794	767	1,561	(95	)	1999	07/17/13	13 to 33 Years
Stanton, CA	(d)	985	566	—	—	985	566	1,551	(42	)	1966	10/31/14	15 to 30 Years
Summerville, SC	(a)	1,317	1,459	—	208	1,317	1,667	2,984	(225	)	2001	05/08/13	8 to 29 Years
Tacoma, WA	(d)	326	290	—	—	326	290	616	(25	)	1987	10/28/14	15 to 30 Years
Temple City, CA	(d)	948	544	—	134	948	678	1,626	(50	)	1955	05/02/14	15 to 30 Years
Twinsburg, OH	(c)	556	1,317	—	—	556	1,317	1,873	(135	)	2005	07/17/13	15 to 37 Years
Union Gap, WA	(d)	417	272	—	—	417	272	689	(26	)	1983	10/28/14	15 to 30 Years
Vallejo, CA	(d)	2,923	2,904	—	—	2,923	2,904	5,827	(194	)	1970	10/31/14	15 to 40 Years
Valley, AL	(c)	754	804	—	—	754	804	1,558	(117	)	1974	07/17/13	9 to 25 Years
Ventura, CA	(d)	2,473	909	—	169	2,473	1,078	3,551	(109	)	1971	05/02/14	15 to 30 Years
Ventura, CA	(d)	2,274	641	—	—	2,274	641	2,915	(185	)	1971	05/02/14	10 to 15 Years
Vista, CA	(d)	1,745	497	—	—	1,745	497	2,242	(50	)	1987	10/31/14	15 to 40 Years
Waitsburg, WA	(d)	190	344	—	—	190	344	534	(24	)	1980	10/28/14	15 to 30 Years
Waldoboro, ME	(d)	1,450	834	—	—	1,450	834	2,284	(103	)	1996	01/24/14	14 to 40 Years
West Monroe, LA	(c)	686	981	—	—	686	981	1,667	(297	)	1983	07/17/13	5 to 25 Years
West Monroe, LA	(c)	425	1,558	—	—	425	1,558	1,983	(300	)	1999	07/17/13	3 to 35 Years
Willoughby, OH	(c)	477	1,167	—	—	477	1,167	1,644	(129	)	1986	07/17/13	13 to 32 Years
Winchester, KY	(d)	755	775	—	—	755	775	1,530	(21	)	1981	06/30/15	15 to 30 Years
Winter Park, FL	(d)	992	1,021	—	—	992	1,021	2,013	(113	)	2004	12/19/13	15 to 40 Years
Wiscasset, ME	(d)	1,305	538	—	—	1,305	538	1,843	(105	)	1992	01/24/14	14 to 30 Years
Woodburn, OR	(d)	942	616	—	—	942	616	1,558	(58	)	1985	10/28/14	15 to 30 Years
Yakima, WA	(d)	462	317	—	—	462	317	779	(25	)	1989	10/28/14	15 to 30 Years
Yarmouth, ME	(d)	950	278	—	—	950	278	1,228	(52	)	1990	01/24/14	14 to 40 Years



Movie Theatres
	Anderson, SC	(d)	5,248	6,437	—	—	5,248	6,437	11,685	(437	)	2000	09/25/14	15 to 30 Years
	Arnold, MO	(a)	3,275	3,014	—	—	3,275	3,014	6,289	(668	)	1999	07/17/13	5 to 21 Years
	Batavia, IL	(a)	4,705	7,561	—	—	4,705	7,561	12,266	(2,356	)	1995	06/30/09	11 to 38 Years
	Bixby, OK	(a)	5,585	10,101	—	—	5,585	10,101	15,686	(3,915	)	1998	07/01/05	14 to 30 Years
	Carrollton, GA	(d)	1,879	5,868	—	—	1,879	5,868	7,747	(202	)	2005	12/30/14	15 to 40 Years
	Cedar Rapids, IA	(a)	2,521	5,461	—	—	2,521	5,461	7,982	(1,606	)	1998	07/01/05	15 to 40 Years
	Chubbock, ID	(a)	1,845	2,691	—	—	1,845	2,691	4,536	(117	)	2004	12/23/14	10 to 30 Years
	Colorado Springs, CO	(a)	1,892	1,732	—	—	1,892	1,732	3,624	(837	)	1995	09/30/05	14 to 30 Years
	Columbia, SC	(a)	2,115	2,091	—	—	2,115	2,091	4,206	(770	)	1996	09/30/05	15 to 30 Years
	Covina, CA	(d)	5,566	26,922	—	—	5,566	26,922	32,488	(6,117	)	1997	06/23/04	13 to 40 Years

159

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Danville, VA	(d)	1,349	6,406	—	—	1,349	6,406	7,755	(205	)	2002	12/30/14	15 to 40 Years
Dawsonville, GA	(d)	1,859	4,207	—	—	1,859	4,207	6,066	(156	)	2005	12/30/14	15 to 40 Years
Dickson City, PA	(a)	4,198	5,269	—	—	4,198	5,269	9,467	(429	)	2010	09/29/14	13 to 30 Years
Downey, CA	(d)	1,767	12,172	—	—	1,767	12,172	13,939	(105	)	1997	09/30/15	15 to 30 Years
Durham, NC	(a)	1,630	2,685	—	—	1,630	2,685	4,315	(1,193	)	1994	09/30/05	13 to 30 Years
Fenton, MO	(a)	2,792	5,982	—	—	2,792	5,982	8,774	(322	)	2008	09/29/14	13 to 40 Years
Fort Wayne, IN	(a)	2,696	9,849	682	—	3,378	9,849	13,227	(2,847	)	2005	11/30/05	15 to 40 Years
Gainesville, GA	(d)	2,278	8,684	—	—	2,278	8,684	10,962	(269	)	1996	12/30/14	15 to 40 Years
Gibsonton, FL	(d)	4,970	—	—	—	4,970	—	4,970	(20	)	2016	11/05/15	15 to 15 Years
Goodyear, AZ	(a)	3,881	4,392	—	—	3,881	4,392	8,273	(1,320	)	1998	08/01/09	10 to 37 Years
Greensboro, NC	(a)	2,359	2,431	—	—	2,359	2,431	4,790	(929	)	1996	09/30/05	15 to 30 Years
Griffin, GA	(d)	1,239	3,188	—	—	1,239	3,188	4,427	(152	)	2005	12/30/14	15 to 30 Years
Hinesville, GA	(d)	2,049	5,216	—	—	2,049	5,216	7,265	(171	)	2001	12/30/14	15 to 40 Years
Johnston, IA	(b)	3,046	10,213	—	—	3,046	10,213	13,259	(3,381	)	1998	06/23/04	15 to 30 Years
Kansas City, MO	(a)	2,543	7,943	—	—	2,543	7,943	10,486	(1,940	)	2003	07/01/05	14 to 50 Years
Lebanon, PA	(a)	747	4,295	—	—	747	4,295	5,042	(204	)	2006	09/29/14	13 to 30 Years
Lees Summit, MO	(a)	3,517	9,735	—	—	3,517	9,735	13,252	(2,849	)	1999	07/01/05	14 to 40 Years
Longview, TX	(a)	1,432	2,946	—	—	1,432	2,946	4,378	(1,115	)	1995	09/30/05	15 to 30 Years
Martinsburg, WV	(a)	2,450	3,528	—	—	2,450	3,528	5,978	(1,450	)	1998	09/30/05	12 to 30 Years
Massillon, OH	(a)	1,767	2,667	—	—	1,767	2,667	4,434	(194	)	2005	09/29/14	13 to 30 Years
Missoula, MT	(a)	2,333	3,406	—	—	2,333	3,406	5,739	(1,058	)	1998	06/23/04	15 to 40 Years
Monrovia, CA	(d)	2,448	17,849	—	—	2,448	17,849	20,297	(150	)	2000	09/30/15	15 to 30 Years
Mooresville, NC	(d)	5,087	6,800	—	—	5,087	6,800	11,887	(354	)	1999	09/25/14	15 to 30 Years
Nitro, WV	(a)	1,816	3,068	—	—	1,816	3,068	4,884	(222	)	2005	09/29/14	13 to 30 Years
Noblesville, IN	(a)	1,760	—	2,338	10,172	4,098	10,172	14,270	(3,011	)	2008	06/30/09	14 to 39 Years
Omaha, NE	(d)	2,254	4,249	—	—	2,254	4,249	6,503	(159	)	2006	03/26/15	12 to 30 Years
Overland Park, KS	(a)	4,935	12,281	—	—	4,935	12,281	17,216	(2,613	)	2004	08/01/09	10 to 57 Years
Phoenix, AZ	(a)	2,652	11,495	—	—	2,652	11,495	14,147	(2,610	)	1997	07/01/05	12 to 40 Years
Portage, IN	(a)	4,621	8,300	—	—	4,621	8,300	12,921	(2,867	)	2007	06/30/09	13 to 38 Years
Raleigh, NC	(a)	3,636	8,833	—	—	3,636	8,833	12,469	(3,064	)	1988	06/10/10	9 to 27 Years
Redlands, CA	(d)	4,443	17,859	—	—	4,443	17,859	22,302	(159	)	1997	09/30/15	15 to 30 Years
Siginaw, MI	(a)	2,538	—	—	8,358	2,538	8,358	10,896	(519	)	2013	12/02/13	15 to 50 Years
Simpsonville, SC	(a)	1,862	5,453	—	—	1,862	5,453	7,315	(300	)	2010	09/29/14	13 to 40 Years
Surprise, AZ	(d)	2,918	7,122	—	—	2,918	7,122	10,040	(44	)	2008	11/10/15	13 to 40 Years
Valdosta, GA	(d)	3,038	13,801	—	—	3,038	13,801	16,839	(408	)	2001	12/30/14	15 to 40 Years
Warner Robins, GA	(d)	2,598	8,324	—	—	2,598	8,324	10,922	(265	)	2010	12/30/14	15 to 40 Years
Wilmington, NC	(a)	1,552	2,934	—	—	1,552	2,934	4,486	(1,071	)	1997	09/30/05	15 to 30 Years

160

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Winston-Salem, NC	(a)	1,567	2,140	—	—	1,567	2,140	3,707	(957	)	1993	10/28/05	13 to 30 Years
Woodstock, GA	(d)	2,798	5,057	—	—	2,798	5,057	7,855	(211	)	1997	12/30/14	15 to 30 Years
Yukon, OK	(b)	1,082	3,538	—	—	1,082	3,538	4,620	(366	)	2007	07/17/13	8 to 33 Years



Grocery
	Abilene, TX	(a)	1,586	2,230	—		—		1,586	2,230	3,816	(402	)	1979	03/27/13	6 to 20 Years
	Alto, TX	(a)	204	464	—		—		204	464	668	(55	)	1996	03/31/14	7 to 20 Years
	Amarillo, TX	(d)	3,559	4,575	—		—		3,559	4,575	8,134	(1,113	)	1999	05/23/05	14 to 40 Years
	Amarillo, TX	(d)	1,828	1,292	—		—		1,828	1,292	3,120	(443	)	1988	05/23/05	9 to 30 Years
	Amarillo, TX	(d)	1,573	1,586	—		—		1,573	1,586	3,159	(541	)	1989	05/23/05	9 to 30 Years
	Amarillo, TX	(a)	1,574	1,389	—		—		1,574	1,389	2,963	(474	)	1989	05/23/05	9 to 30 Years
	Ashland, OH	(d)	2,596	8,200	—		—		2,596	8,200	10,796	(73	)	2000	10/14/15	15 to 40 Years
	Atascadero, CA	(d)	3,677	8,920	—		—		3,677	8,920	12,597	(275	)	2000	04/06/15	15 to 30 Years
	Bakersfield, CA	(d)	2,862	5,709	(496	)	(978	)	2,366	4,731	7,097	(182	)	1991	03/30/15	15 to 30 Years
	Blairsville, GA	(d)	1,652	3,102	—		—		1,652	3,102	4,754	(201	)	2001	09/30/14	10 to 30 Years
	Boise, ID	(b)	1,470	2,280	—		—		1,470	2,280	3,750	(287	)	1982	12/17/13	4 to 20 Years
	Buffalo, TX	(a)	522	987	—		—		522	987	1,509	(83	)	1990	03/31/14	7 to 30 Years
	Burkburnett, TX	(a)	2,030	2,706	—		—		2,030	2,706	4,736	(698	)	1997	05/23/05	11 to 40 Years
	Carlsbad, CA	(d)	9,216	7,189	—		—		9,216	7,189	16,405	(201	)	2004	03/09/15	15 to 40 Years
	Chattanooga, TN	(d)	1,817	5,281	—		—		1,817	5,281	7,098	(295	)	1969	09/30/14	10 to 30 Years
	Childress, TX	(d)	747	934	—		—		747	934	1,681	(269	)	1997	05/23/05	7 to 40 Years
	Chula Vista, CA	(d)	3,801	5,718	—		—		3,801	5,718	9,519	(174	)	1986	03/20/15	15 to 30 Years
	Cleveland, TX	(d)	465	2,867	—		—		465	2,867	3,332	(1,401	)	1991	12/01/05	15 to 20 Years
	Conway, AR	(a)	906	1,521	—		—		906	1,521	2,427	(148	)	1990	03/31/14	2 to 20 Years
	Corrigan, TX	(d)	395	630	—		—		395	630	1,025	(357	)	1971	12/01/05	15 to 20 Years
	Dallas, TX	3,290	3,975	—	—		—		3,975	—	3,975	—		(f)	07/17/13	(f)
	Dayton, TN	(d)	1,122	6,767	—		—		1,122	6,767	7,889	(287	)	1999	09/30/14	10 to 40 Years
	Diboll, TX	(d)	775	872	—		—		775	872	1,647	(506	)	1974	12/01/05	15 to 20 Years
	Dover, OH	(d)	2,596	8,087	—		—		2,596	8,087	10,683	(86	)	1990	10/14/15	15 to 30 Years
	El Cajon, CA	(d)	7,323	10,056	—		—		7,323	10,056	17,379	(322	)	1997	03/16/15	15 to 30 Years
	Eugene, OR	(d)	3,141	4,995	—		—		3,141	4,995	8,136	(111	)	1990	04/13/15	15 to 40 Years
	Eureka, CA	(b)	3,108	12,817	—		—		3,108	12,817	15,925	(978	)	1960	07/17/13	3 to 40 Years
	Fort Smith, AR	(a)	837	1,831	—		—		837	1,831	2,668	(181	)	1994	04/30/14	3 to 20 Years
	Groveton, TX	(a)	264	540	—		—		264	540	804	(50	)	1996	03/31/14	7 to 30 Years
	Hallettsville, TX	(d)	550	1,545	—		—		550	1,545	2,095	(136	)	2004	03/31/14	10 to 30 Years
	Hartsville, SC	(d)	696	5,402	—		—		696	5,402	6,098	(236	)	1988	09/30/14	10 to 40 Years
	Indianapolis, IN	(d)	1,640	8,063	—		—		1,640	8,063	9,703	(726	)	1999	07/17/13	7 to 33 Years
	LaGrange, GA	(b)	972	8,435	—		—		972	8,435	9,407	(951	)	1998	07/17/13	4 to 25 Years

161

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Laguna Beach, CA	(d)	5,551	3,054	—		—		5,551	3,054	8,605	(89	)	1983	03/23/15	15 to 30 Years
Lake Oswego, OR	(d)	4,257	5,891	—		—		4,257	5,891	10,148	(128	)	1965	03/18/15	15 to 40 Years
Lancaster, CA	(b)	1,569	4,271	—		—		1,569	4,271	5,840	(374	)	1983	12/17/13	5 to 30 Years
Las Cruces, NM	(b)	1,132	2,765	—		—		1,132	2,765	3,897	(250	)	1983	12/17/13	5 to 30 Years
Las Vegas, NV	(d)	2,764	6,196	—		—		2,764	6,196	8,960	(143	)	2001	06/12/15	15 to 30 Years
Levelland, TX	(d)	1,651	2,158	—		—		1,651	2,158	3,809	(557	)	1997	05/23/05	11 to 40 Years
Lompoc, CA	(d)	2,743	8,316	—		—		2,743	8,316	11,059	(194	)	1992	06/15/15	15 to 30 Years
Lorena, TX	(a)	657	751	—		—		657	751	1,408	(84	)	1999	03/31/14	7 to 20 Years
Lubbock, TX	(a)	1,782	2,055	—		—		1,782	2,055	3,837	(530	)	1997	05/23/05	11 to 40 Years
Lufkin, TX	(d)	1,178	352	—		—		1,178	352	1,530	(268	)	1977	12/01/05	15 to 20 Years
McGregor, TX	(a)	748	795	—		—		748	795	1,543	(97	)	1999	03/31/14	7 to 20 Years
Medina, OH	(d)	4,892	10,983	—		—		4,892	10,983	15,875	(123	)	1990	10/14/15	15 to 30 Years
Midland, TX	(b)	1,498	3,096	—		—		1,498	3,096	4,594	(383	)	1983	12/17/13	5 to 20 Years
Missoula, MT	(d)	2,510	4,714	—		—		2,510	4,714	7,224	(157	)	1999	03/11/15	15 to 30 Years
Missoula, MT	(d)	3,008	5,168	—		—		3,008	5,168	8,176	(166	)	2008	03/12/15	15 to 30 Years
Monroe, WA	(d)	2,288	7,242	—		—		2,288	7,242	9,530	(204	)	1990	02/12/15	15 to 40 Years
Muleshoe, TX	(b)	471	1,770	—		—		471	1,770	2,241	(267	)	1999	08/29/11	15 to 40 Years
Navasota, TX	(d)	781	1,499	—		—		781	1,499	2,280	(567	)	1992	12/01/05	15 to 30 Years
Northlake, IL	(a)	1,669	4,007	—		—		1,669	4,007	5,676	(264	)	2001	03/28/14	15 to 30 Years
Omaha, NE	(b)	2,198	3,328	—		—		2,198	3,328	5,526	(456	)	1982	12/17/13	4 to 20 Years
Palmdale, CA	(d)	3,850	9,803	—		—		3,850	9,803	13,653	(244	)	2005	03/23/15	15 to 40 Years
Perryton, TX	(a)	1,029	597	—		—		1,029	597	1,626	(200	)	1997	05/23/05	7 to 40 Years
Plainview, TX	(d)	620	5,415	—		—		620	5,415	6,035	(1,208	)	2000	08/25/05	14 to 40 Years
Port Angeles, WA	(d)	2,227	7,361	—		—		2,227	7,361	9,588	(250	)	1995	02/17/15	15 to 30 Years
Renton, WA	(d)	5,441	16,494	—		—		5,441	16,494	21,935	(410	)	1996	03/04/15	15 to 40 Years
Rogers, AR	(a)	1,028	1,685	—		—		1,028	1,685	2,713	(164	)	1994	03/31/14	6 to 20 Years
Scottsdale, AZ	(d)	3,337	6,683	(598	)	(1,183	)	2,739	5,500	8,239	(153	)	1998	05/27/15	15 to 30 Years
Silverdale, WA	(d)	3,302	5,948	—		—		3,302	5,948	9,250	(161	)	1999	03/06/15	15 to 40 Years
Snyder, TX	(d)	2,062	2,963	—		—		2,062	2,963	5,025	(723	)	1999	05/23/05	14 to 40 Years
St. Paul, MN	(a)	1,262	1,016	—		—		1,262	1,016	2,278	(75	)	1980	03/31/14	15 to 30 Years
Tigard, OR	(d)	5,515	4,279	—		—		5,515	4,279	9,794	(131	)	1998	04/01/15	15 to 30 Years
Tigard, OR	(d)	3,346	3,717	—		—		3,346	3,717	7,063	(108	)	1988	03/30/15	15 to 30 Years
Timpson, TX	(d)	253	312	—		—		253	312	565	(194	)	1978	12/01/05	15 to 20 Years
Vernon, TX	(a)	1,791	2,550	—		—		1,791	2,550	4,341	(658	)	1997	05/23/05	11 to 40 Years
Wadsworth, OH	(d)	2,197	9,285	—		—		2,197	9,285	11,482	(91	)	1985	10/14/15	15 to 30 Years
Walla Walla, WA	(d)	1,964	8,420	—		—		1,964	8,420	10,384	(212	)	1972	03/02/15	15 to 40 Years
West St. Paul, MN	(a)	828	1,026	—		—		828	1,026	1,854	(81	)	1980	03/31/14	15 to 30 Years

162

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Westlake Village, CA	(d)	6,449	6,129	—	—	6,449	6,129	12,578	(163	)	1998	04/20/15	15 to 30 Years
Wichita Falls, TX	(d)	—	6,259	—	—	—	6,259	6,259	(2,785	)	1997	05/23/05	13 to 20 Years
Woodbury, MN	(a)	1,213	1,706	—	—	1,213	1,706	2,919	(120	)	1976	03/31/14	15 to 30 Years
Wooster, OH	(d)	3,694	8,087	—	—	3,694	8,087	11,781	(87	)	1980	10/14/15	15 to 30 Years



Drug Stores / Pharmacies
	Akron, OH	(d)	401	3,153	67	—	468	3,153	3,621	(262	)	1994	7/17/2013	1 to 37 Years
	Albany, GA	(b)	961	3,314	—	—	961	3,314	4,275	(242	)	2008	7/17/2013	12 to 43 Years
	Alliance, OH	(d)	556	1,317	—	—	556	1,317	1,873	(194	)	1996	7/17/2013	3 to 31 Years
	Alpharetta, GA	(b)	968	2,614	—	—	968	2,614	3,582	(212	)	1998	7/17/2013	5 to 40 Years
	Amarillo, TX	1,741	916	2,747	—	—	916	2,747	3,663	(137	)	1994	7/17/2013	20 to 20 Years
	Antioch, TN	(d)	1,985	4,351	—	—	1,985	4,351	6,336	(305	)	2002	7/17/2013	14 to 43 Years
	Atlanta, GA	(b)	1,316	2,266	—	—	1,316	2,266	3,582	(196	)	2006	7/17/2013	14 to 42 Years
	Austin, MN	3,531	485	3,606	—	—	485	3,606	4,091	(261	)	2004	7/17/2013	11 to 42 Years
	Azle, TX	(b)	1,213	3,504	—	—	1,213	3,504	4,717	(240	)	2008	7/17/2013	15 to 43 Years
	Batesville, MS	(b)	421	3,932	—	—	421	3,932	4,353	(263	)	2007	7/17/2013	10 to 42 Years
	Beverly Hills, TX	(d)	1,142	2,559	—	—	1,142	2,559	3,701	(218	)	1998	7/17/2013	5 to 40 Years
	Brainerd, MN	(d)	543	4,411	—	—	543	4,411	4,954	(331	)	2000	7/17/2013	7 to 42 Years
	Brentwood, TN	2,683	2,933	2,584	—	—	2,933	2,584	5,517	(359	)	2006	7/17/2013	11 to 38 Years
	Bridgetown, OH	3,043	1,015	3,769	—	—	1,015	3,769	4,784	(275	)	1999	7/17/2013	5 to 43 Years
	Bryan, TX	4,111	1,049	5,633	—	—	1,049	5,633	6,682	(385	)	2001	7/17/2013	6 to 40 Years
	Buffalo, NY	(a)	681	925	—	—	681	925	1,606	(232	)	1993	7/1/2005	19 to 40 Years
	Canton, IL	4,429	703	4,098	—	—	703	4,098	4,801	(293	)	2006	7/17/2013	12 to 43 Years
	Carrolton, TX	(d)	945	1,967	—	—	945	1,967	2,912	(155	)	1995	7/17/2013	1 to 39 Years
	Chino Valley, AZ	(d)	663	3,871	—	—	663	3,871	4,534	(286	)	2007	7/17/2013	10 to 42 Years
	Cincinnati, OH	3,341	1,213	4,438	—	—	1,213	4,438	5,651	(338	)	2001	7/17/2013	6 to 42 Years
	Cincinnati, OH	(b)	1,527	4,307	—	—	1,527	4,307	5,834	(312	)	2000	7/17/2013	7 to 42 Years
	Cleveland, OH	(d)	776	1,158	—	—	776	1,158	1,934	(131	)	1998	7/17/2013	5 to 30 Years
	Clinton, NY	1,983	1,050	2,090	—	—	1,050	2,090	3,140	(190	)	2005	7/17/2013	11 to 42 Years
	Collierville, TN	14,200	2,217	14,205	—	—	2,217	14,205	16,422	(1,179	)	2002	7/17/2013	5 to 45 Years
	Columbia, MO	(b)	1,047	5,242	—	—	1,047	5,242	6,289	(330	)	2002	7/17/2013	9 to 44 Years
	Columbia, TN	(d)	842	1,864	—	—	842	1,864	2,706	(167	)	1997	7/17/2013	4 to 37 Years
	Columbia, TN	(d)	1,109	1,683	—	—	1,109	1,683	2,792	(156	)	1997	7/17/2013	4 to 41 Years
	Columbus, MS	(b)	769	3,475	—	—	769	3,475	4,244	(243	)	2004	7/17/2013	11 to 41 Years
	Crossville, TN	(b)	1,890	3,680	—	—	1,890	3,680	5,570	(273	)	2001	7/17/2013	7 to 41 Years
	Dallas, TX	2,175	735	3,328	—	—	735	3,328	4,063	(242	)	1996	7/17/2013	3 to 40 Years
	Decatur, IL	4,003	968	3,300	—	—	968	3,300	4,268	(279	)	2005	7/17/2013	12 to 42 Years
	Defiance, OH	(d)	645	2,452	—	—	645	2,452	3,097	(223	)	2005	7/17/2013	11 to 38 Years
	DeSoto, TX	(b)	1,007	2,313	—	—	1,007	2,313	3,320	(198	)	1997	7/17/2013	5 to 40 Years

163

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Easton, PA	4,060	1,028	3,996	—		—		1,028	3,996	5,024	(317	)	2006	7/17/2013	12 to 41 Years
Elmira, NY	2,882	1,066	4,230	—		—		1,066	4,230	5,296	(308	)	2007	7/17/2013	12 to 43 Years
Enterprise, AL	(d)	1,163	1,612	—		—		1,163	1,612	2,775	(168	)	2006	7/17/2013	11 to 37 Years
Essex, MD	(d)	1,985	4,351	—		—		1,985	4,351	6,336	(305	)	2007	7/17/2013	14 to 43 Years
Evansville, IN	(b)	1,249	3,924	—		—		1,249	3,924	5,173	(289	)	2007	7/17/2013	12 to 44 Years
Florence, SC	1,706	744	2,070	—		—		744	2,070	2,814	(167	)	1998	7/17/2013	5 to 39 Years
Fort Worth, TX	3,675	1,601	1,894	—		—		1,601	1,894	3,495	(174	)	1999	7/17/2013	6 to 39 Years
Fredericksburg, VA	2,979	1,426	2,077	—		—		1,426	2,077	3,503	(198	)	2006	7/17/2013	14 to 37 Years
Fremont, OH	(d)	504	1,405	—		—		504	1,405	1,909	(154	)	1998	7/17/2013	4 to 31 Years
Gainesville, FL	2,465	922	2,705	—		—		922	2,705	3,627	(209	)	1998	7/17/2013	4 to 40 Years
Galloway, OH	4,250	1,708	2,886	—		—		1,708	2,886	4,594	(266	)	2002	7/17/2013	11 to 40 Years
Glassport, PA	2,325	550	2,471	—		—		550	2,471	3,021	(230	)	2006	7/17/2013	11 to 37 Years
Glenville Scotia, NY	3,413	1,314	3,964	—		—		1,314	3,964	5,278	(305	)	2006	7/17/2013	12 to 43 Years
Gulfport, MS	2,611	441	4,208	—		—		441	4,208	4,649	(295	)	2000	7/17/2013	12 to 40 Years
Hamilton, OH	(d)	738	2,429	—		—		738	2,429	3,167	(204	)	1998	7/17/2013	5 to 39 Years
Harriman, TN	2,485	1,951	3,250	—		—		1,951	3,250	5,201	(260	)	2007	7/17/2013	12 to 43 Years
Houston, TX	3,673	1,079	3,582	—		—		1,079	3,582	4,661	(255	)	2001	7/17/2013	6 to 40 Years
Humble, TX	4,395	1,539	3,560	—		—		1,539	3,560	5,099	(275	)	2003	7/17/2013	11 to 40 Years
Indianapolis, IN	(b)	860	2,754	—		—		860	2,754	3,614	(232	)	1998	7/17/2013	10 to 40 Years
Indianapolis, IN	(b)	733	2,882	—		—		733	2,882	3,615	(235	)	1997	7/17/2013	10 to 38 Years
Jacksonville, FL	(b)	521	4,365	—		—		521	4,365	4,886	(307	)	2000	7/17/2013	7 to 40 Years
Kansas City, MO	2,990	634	4,341	—		—		634	4,341	4,975	(313	)	1997	7/17/2013	4 to 43 Years
Kansas City, MO	2,438	532	3,549	—		—		532	3,549	4,081	(282	)	1998	7/17/2013	4 to 39 Years
Kansas City, MO	2,464	862	4,367	—		—		862	4,367	5,229	(312	)	2000	7/17/2013	6 to 42 Years
Kansas City, MO	3,034	518	4,234	—		—		518	4,234	4,752	(303	)	1999	7/17/2013	6 to 43 Years
Kissimmee, FL	(d)	1,508	2,153	—		—		1,508	2,153	3,661	(213	)	1995	7/17/2013	2 to 40 Years
Knoxville, TN	(d)	2,107	3,334	—		—		2,107	3,334	5,441	(276	)	2000	7/17/2013	6 to 40 Years
Lake Worth, TX	(d)	1,044	1,817	—		—		1,044	1,817	2,861	(201	)	1996	7/17/2013	2 to 30 Years
Lakewood, OH	(d)	522	2,053	—		—		522	2,053	2,575	(179	)	1996	7/17/2013	3 to 35 Years
LaMarque, TX	(b)	464	3,139	—		—		464	3,139	3,603	(255	)	2000	7/17/2013	7 to 40 Years
Lansing, MI	1,041	196	1,487	—		—		196	1,487	1,683	(141	)	1996	7/17/2013	3 to 31 Years
Lima, OH	3,103	568	3,221	—		—		568	3,221	3,789	(248	)	2005	7/17/2013	12 to 43 Years
Lincoln, IL	(b)	444	3,043	—		—		444	3,043	3,487	(236	)	2007	7/17/2013	11 to 43 Years
Lincolnton, NC	1,538	548	1,537	—		—		548	1,537	2,085	(143	)	1998	7/17/2013	4 to 37 Years
Long Beach, MS	3,662	502	3,718	—		—		502	3,718	4,220	(255	)	2005	7/17/2013	10 to 41 Years
Mableton, GA	1,370	338	1,543	(148	)	(659	)	190	884	1,074	(71	)	1994	7/17/2013	30 to 30 Years
Madeira, OH	(d)	951	3,978	—		—		951	3,978	4,929	(277	)	1998	7/17/2013	5 to 44 Years
Madison, MS	(d)	745	3,323	—		—		745	3,323	4,068	(253	)	2004	7/17/2013	11 to 40 Years
Maynard, MA	5,596	1,683	3,984	—		—		1,683	3,984	5,667	(271	)	2004	7/17/2013	14 to 42 Years

164

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Mechanicville, NY	(d)	654	3,120	—	—	654	3,120	3,774	(240	)	1997	7/17/2013	4 to 38 Years
Memphis, TN	5,058	961	5,389	—	—	961	5,389	6,350	(361	)	2002	7/17/2013	12 to 43 Years
Mobile, AL	(b)	586	4,389	—	—	586	4,389	4,975	(275	)	2007	7/17/2013	13 to 44 Years
Moundsville, WV	(a)	706	1,002	—	—	706	1,002	1,708	(255	)	1993	7/1/2005	19 to 40 Years
Mount Pleasant, TX	(b)	1,192	4,578	—	—	1,192	4,578	5,770	(343	)	2009	7/17/2013	14 to 43 Years
Myrtle Beach, SC	4,788	828	4,024	—	—	828	4,024	4,852	(293	)	2004	7/17/2013	12 to 42 Years
New Cumberland, PA	(b)	794	2,663	—	—	794	2,663	3,457	(206	)	2007	7/17/2013	12 to 43 Years
Newton, IA	(b)	365	4,475	—	—	365	4,475	4,840	(303	)	2001	7/17/2013	7 to 44 Years
Okeechobee, FL	(d)	674	5,088	—	—	674	5,088	5,762	(468	)	2001	7/17/2013	9 to 30 Years
Olivette, MO	(b)	1,816	5,917	—	—	1,816	5,917	7,733	(442	)	2001	7/17/2013	11 to 42 Years
Oneida, NY	(a)	1,315	1,411	—	—	1,315	1,411	2,726	(358	)	1999	7/1/2005	19 to 40 Years
Oneida, TN	2,485	1,866	3,334	—	—	1,866	3,334	5,200	(261	)	2007	7/17/2013	13 to 43 Years
Onley, VA	(d)	2,530	2,296	—	—	2,530	2,296	4,826	(219	)	2007	7/17/2013	12 to 43 Years
Orlando, FL	3,016	781	3,799	—	—	781	3,799	4,580	(353	)	2005	7/17/2013	10 to 30 Years
Parkville, MO	4,274	1,854	2,568	—	—	1,854	2,568	4,422	(241	)	2006	7/17/2013	11 to 38 Years
Philadelphia, PA	(a)	733	1,087	—	—	733	1,087	1,820	(272	)	1993	7/1/2005	19 to 40 Years
Philadelphia, PA	(a)	1,613	1,880	—	—	1,613	1,880	3,493	(464	)	1999	7/1/2005	19 to 40 Years
Picayune, MS	2,766	954	3,132	—	—	954	3,132	4,086	(222	)	2006	7/17/2013	10 to 42 Years
Plains, PA	3,380	1,502	2,611	—	—	1,502	2,611	4,113	(244	)	2006	7/17/2013	12 to 37 Years
Portsmouth, OH	(d)	354	1,953	—	—	354	1,953	2,307	(153	)	1997	7/17/2013	5 to 38 Years
Portsmouth, OH	(b)	219	2,049	—	—	219	2,049	2,268	(146	)	1997	7/17/2013	4 to 38 Years
Richardson, TX	(b)	803	2,575	—	—	803	2,575	3,378	(193	)	1996	7/17/2013	3 to 40 Years
Richland Hills, TX	(b)	997	2,951	—	—	997	2,951	3,948	(224	)	1997	7/17/2013	4 to 40 Years
Richmond Hills, GA	(b)	688	4,081	—	—	688	4,081	4,769	(287	)	2009	7/17/2013	13 to 44 Years
Richmond, VA	(d)	1,885	2,752	—	—	1,885	2,752	4,637	(205	)	1997	7/17/2013	4 to 39 Years
River Oaks, TX	(b)	829	2,871	—	—	829	2,871	3,700	(234	)	1996	7/17/2013	3 to 40 Years
Rome, NY	(b)	1,135	3,104	—	—	1,135	3,104	4,239	(227	)	2007	7/17/2013	13 to 43 Years
Roselle, NJ	5,742	2,512	4,864	—	—	2,512	4,864	7,376	(370	)	2002	7/17/2013	12 to 41 Years
Saco, ME	(d)	898	1,702	—	—	898	1,702	2,600	(210	)	1997	7/17/2013	3 to 29 Years
Saginaw, MI	(a)	1,064	3,906	—	—	1,064	3,906	4,970	(288	)	2000	7/17/2013	7 to 41 Years
San Antonio, TX	4,060	841	3,909	—	—	841	3,909	4,750	(270	)	2004	7/17/2013	14 to 40 Years
Saraland, AL	5,079	741	4,593	—	—	741	4,593	5,334	(323	)	2003	7/17/2013	12 to 44 Years
Seattle, WA	(b)	2,589	4,245	—	—	2,589	4,245	6,834	(306	)	2002	7/17/2013	9 to 43 Years
Sharonville, OH	(d)	2,542	1,940	—	—	2,542	1,940	4,482	(219	)	1998	7/17/2013	5 to 32 Years
Shreveport, LA	2,815	1,461	3,605	—	—	1,461	3,605	5,066	(283	)	1999	7/17/2013	6 to 40 Years

165

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Spartanburg, SC	2,259	1,196	1,671	—	—	1,196	1,671	2,867	(164	)	1999	7/17/2013	5 to 34 Years
St. Augustine, FL	(b)	1,048	2,905	—	—	1,048	2,905	3,953	(224	)	2008	7/17/2013	11 to 42 Years
St. Clair Shores, MI	(a)	1,169	761	—	—	1,169	761	1,930	(258	)	1991	5/2/2005	15 to 30 Years
St. Louis, MO	(d)	1,334	4,844	—	—	1,334	4,844	6,178	(373	)	2001	7/17/2013	8 to 43 Years
The Colony, TX	(d)	1,028	1,769	—	—	1,028	1,769	2,797	(144	)	1996	7/17/2013	1 to 40 Years
Topeka, KS	1,870	912	2,681	—	—	912	2,681	3,593	(232	)	1999	7/17/2013	6 to 38 Years
Tulsa, OK	(d)	741	3,179	—	—	741	3,179	3,920	(240	)	1994	7/17/2013	1 to 35 Years
Uhrichsville, OH	(a)	617	2,345	—	—	617	2,345	2,962	(552	)	2000	7/1/2005	19 to 40 Years
Waco, TX	(d)	858	3,455	—	—	858	3,455	4,313	(284	)	1998	7/17/2013	5 to 35 Years
Wauseon, OH	(d)	1,000	2,034	—	—	1,000	2,034	3,034	(198	)	2005	7/17/2013	12 to 37 Years
Waynesville, NC	(d)	1,495	2,365	—	—	1,495	2,365	3,860	(190	)	2005	7/17/2013	12 to 42 Years
Wichita Falls, TX	(d)	503	2,530	—	—	503	2,530	3,033	(202	)	1995	7/17/2013	2 to 40 Years
Wichita Falls, TX	(d)	528	2,022	—	—	528	2,022	2,550	(155	)	1995	7/17/2013	1 to 40 Years



Building Materials
	Aiken, SC	(a)	108	265	—	—		108	265	373	(124	)	1985	05/01/05	15 to 20 Years
	Alamogordo, NM	(b)	645	861	—	—		645	861	1,506	(220	)	1980	11/10/08	15 to 40 Years
	Altoona, PA	(b)	342	545	—	—		342	545	887	(200	)	1993	11/10/08	15 to 30 Years
	Ankeny, IA	(b)	687	2,162	—	—		687	2,162	2,849	(204	)	2006	07/17/13	8 to 43 Years
	Arnold, MO	(b)	973	553	—	—		973	553	1,526	(296	)	1984	07/03/12	10 to 15 Years
	Asheville, NC	(b)	2,013	2,307	—	—		2,013	2,307	4,320	(1,354	)	1988	07/03/12	14 to 30 Years
	Ashland, KY	(b)	1,009	1,032	—	—		1,009	1,032	2,041	(485	)	1991	10/14/10	15 to 30 Years
	Ashland, WI	(d)	462	791	—	(154	)	462	637	1,099	(360	)	1975	05/31/06	15 to 20 Years
	Auburn, AL	(b)	884	1,530	—	—		884	1,530	2,414	(194	)	2007	07/17/13	10 to 32 Years
	Auburn, NY	(b)	397	786	—	—		397	786	1,183	(303	)	1962	11/10/08	15 to 30 Years
	Bakersfield, CA	(b)	1,235	1,659	—	—		1,235	1,659	2,894	(611	)	1976	07/03/12	14 to 30 Years
	Baldwinsville, NY	1,420	1,105	2,008	—	—		1,105	2,008	3,113	(288	)	2005	07/17/13	11 to 37 Years
	Bardstown, KY	(b)	766	837	—	—		766	837	1,603	(333	)	2000	11/10/08	15 to 40 Years
	Baton Rouge, LA	(b)	1,568	5,806	—	—		1,568	5,806	7,374	(1,539	)	2003	10/14/10	15 to 40 Years
	Baytown, TX	2,251	1,440	1,712	—	—		1,440	1,712	3,152	(207	)	2007	07/17/13	9 to 39 Years
	Beaver, WV	(b)	169	375	—	—		169	375	544	(152	)	1991	11/10/08	15 to 20 Years
	Binghamton, NY	(b)	380	1,047	—	—		380	1,047	1,427	(402	)	1975	07/03/12	14 to 30 Years
	Bowling Green, KY	(a)	136	228	—	—		136	228	364	(90	)	1993	05/01/05	15 to 30 Years
	Bradenton, FL	(b)	2,160	3,030	—	—		2,160	3,030	5,190	(1,343	)	2006	04/27/07	15 to 40 Years
	Bridgeport, OH	(b)	360	544	—	—		360	544	904	(267	)	1984	11/10/08	15 to 20 Years

166

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Buckhannon, WV	(b)	343	733	—		—	343	733	1,076	(225	)	1982	11/10/08	15 to 30 Years
Cambridge, MD	(b)	465	446	—		—	465	446	911	(198	)	1988	07/03/12	14 to 20 Years
Cambridge, OH	(b)	542	781	—		—	542	781	1,323	(308	)	1978	11/10/08	15 to 30 Years
Carroll, OH	(d)	1,144	4,557	—		—	1,144	4,557	5,701	(588	)	1976	07/17/13	3 to 30 Years
Charlotte, NC	(d)	4,582	6,511	—		—	4,582	6,511	11,093	(937	)	2007	07/17/13	10 to 26 Years
Charlottesville, VA	(b)	414	663	—		—	414	663	1,077	(200	)	1981	06/02/08	15 to 30 Years
Chattaroy, WV	(b)	107	227	—		—	107	227	334	(159	)	1982	11/10/08	10 to 18 Years
Clarkseville, DE	(b)	2,121	2,877	(30	)	—	2,091	2,877	4,968	(1,146	)	1970	10/14/10	15 to 40 Years
Clarksville, TN	(b)	1,145	1,972	—		—	1,145	1,972	3,117	(761	)	2005	04/27/07	15 to 40 Years
Clovis, NM	(a)	1,704	1,342	—		—	1,704	1,342	3,046	(255	)	2007	07/17/13	9 to 33 Years
Cohasset, MN	(b)	334	1,134	—		—	334	1,134	1,468	(167	)	2007	07/17/13	10 to 26 Years
Columbus, OH	(b)	786	397	—		—	786	397	1,183	(209	)	1970	11/10/08	15 to 20 Years
Conroe, TX	(a)	492	723	—		—	492	723	1,215	(294	)	1999	07/01/05	14 to 30 Years
Crockett, TX	(b)	835	1,591	—		—	835	1,591	2,426	(223	)	2006	07/17/13	8 to 36 Years
Cumberland, MD	(b)	678	353	—		—	678	353	1,031	(162	)	1996	07/03/12	14 to 20 Years
Danville, IN	(b)	831	923	—		—	831	923	1,754	(236	)	1993	11/10/08	15 to 40 Years
Danville, KY	(b)	502	703	—		—	502	703	1,205	(293	)	1995	11/10/08	15 to 40 Years
Dayton, TN	(b)	437	816	—		—	437	816	1,253	(223	)	1999	06/11/08	15 to 40 Years
Denton, TX	(b)	2,308	1,888	—		—	2,308	1,888	4,196	(684	)	2005	04/27/07	15 to 40 Years
Depew, NY	(b)	398	1,108	—		—	398	1,108	1,506	(483	)	1960	11/10/08	15 to 20 Years
D'Iberville, MS	(a)	250	339	—		—	250	339	589	(176	)	1984	05/01/05	15 to 20 Years
Douglassville, PA	(b)	440	447	—		—	440	447	887	(270	)	1979	11/10/08	15 to 20 Years
East Syracuse, NY	(b)	975	746	—		—	975	746	1,721	(242	)	1970	11/10/08	15 to 30 Years
Ellettsville, IN	(b)	894	1,872	—		—	894	1,872	2,766	(214	)	2010	07/17/13	11 to 47 Years
Empire, OH	(b)	596	394	—		—	596	394	990	(211	)	1971	11/10/08	15 to 20 Years
Fairview, TN	1,930	975	2,274	—		—	975	2,274	3,249	(225	)	2007	07/17/13	8 to 47 Years
Fayetteville, NC	(b)	785	2,243	—		—	785	2,243	3,028	(889	)	2006	04/27/07	15 to 40 Years
Florence, SC	(a)	221	174	—		—	221	174	395	(189	)	1974	05/01/05	10 to 15 Years
Fort Myers, FL	(a)	641	1,069	—		—	641	1,069	1,710	(487	)	1999	07/01/05	14 to 30 Years
Fort Myers, FL	(b)	2,401	3,148	—		—	2,401	3,148	5,549	(1,261	)	1973	07/03/12	14 to 30 Years
Fortson, GA	(b)	1,120	1,006	—		—	1,120	1,006	2,126	(464	)	2002	10/14/10	15 to 40 Years
Fredericksburg, TX	2,031	1,194	1,636	—		—	1,194	1,636	2,830	(212	)	2007	07/17/13	8 to 42 Years
Front Royal, VA	(b)	7,257	35,711	—		—	7,257	35,711	42,968	(4,201	)	2007	07/17/13	9 to 34 Years
Georgetown, KY	(b)	769	885	—		—	769	885	1,654	(367	)	1998	06/11/08	15 to 40 Years
Georgetown, TX	(b)	1,587	3,114	—		—	1,587	3,114	4,701	(946	)	2006	04/27/07	15 to 40 Years
Greensburg, PA	(b)	391	793	—		—	391	793	1,184	(292	)	1977	11/30/09	15 to 40 Years
Greenville, SC	(a)	344	210	—		—	344	210	554	(231	)	1981	05/01/05	9 to 15 Years

167

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Greenwood, IN	(b)	1,515	477	—	—	1,515	477	1,992	(171	)	1970	07/03/12	14 to 20 Years
Greer, SC	(a)	268	236	—	—	268	236	504	(142	)	1993	05/01/05	15 to 30 Years
Grove City, PA	(b)	243	863	—	—	243	863	1,106	(296	)	1991	10/14/10	15 to 30 Years
Guilderland, NY	(b)	510	512	—	—	510	512	1,022	(226	)	1965	11/10/08	15 to 20 Years
Gurnee, IL	(b)	2,036	2,523	—	—	2,036	2,523	4,559	(749	)	1998	07/03/12	14 to 30 Years
Hendersonville, TN	(b)	1,555	2,341	—	—	1,555	2,341	3,896	(887	)	2006	04/27/07	15 to 40 Years
Hickory, NC	(a)	199	262	—	—	199	262	461	(170	)	1989	05/01/05	15 to 20 Years
Highspire, PA	(b)	801	2,211	—	—	801	2,211	3,012	(762	)	2005	04/27/07	15 to 40 Years
Huntersville, NC	(b)	1,418	2,644	—	—	1,418	2,644	4,062	(968	)	2006	04/27/07	15 to 40 Years
Huntington, WV	(b)	907	1,275	—	—	907	1,275	2,182	(526	)	1985	10/14/10	15 to 30 Years
Indianapolis, IN	(a)	607	520	—	—	607	520	1,127	(307	)	1990	05/01/05	15 to 20 Years
Indianapolis, IN	(b)	849	582	—	—	849	582	1,431	(236	)	1970	11/10/08	15 to 20 Years
Jacksonville, FL	(a)	339	226	—	—	339	226	565	(167	)	1987	07/01/05	15 to 20 Years
Jacksonville, FL	(a)	963	1,007	—	—	963	1,007	1,970	(827	)	2001	07/01/05	9 to 20 Years
Jefferson City, TN	(b)	1,059	1,517	—	—	1,059	1,517	2,576	(565	)	1999	07/03/12	14 to 30 Years
Jeffersonville, IN	(b)	717	730	—	—	717	730	1,447	(249	)	1945	07/03/12	14 to 20 Years
Keller, VA	(b)	244	959	—	—	244	959	1,203	(271	)	1995	10/14/10	15 to 40 Years
Knoxville, TN	(a)	259	111	—	—	259	111	370	(153	)	1981	05/01/05	10 to 15 Years
Knoxville, TN	(b)	1,199	737	—	—	1,199	737	1,936	(368	)	1972	11/10/08	15 to 30 Years
La Grange, KY	(b)	1,524	1,871	—	—	1,524	1,871	3,395	(197	)	2008	07/17/13	10 to 48 Years
La Grange, TX	(b)	822	1,953	—	—	822	1,953	2,775	(237	)	2006	07/17/13	8 to 40 Years
Lakeland, FL	(a)	1,098	1,281	—	—	1,098	1,281	2,379	(783	)	1984	07/01/05	14 to 20 Years
Lawrenceville, GA	(a)	500	237	—	—	500	237	737	(170	)	1996	05/01/05	15 to 30 Years
Lehighton, PA	(b)	645	593	—	—	645	593	1,238	(226	)	1996	07/03/12	14 to 30 Years
Lexington, KY	(b)	871	1,105	—	—	871	1,105	1,976	(496	)	1970	10/14/10	15 to 30 Years
Lexington, SC	(b)	1,250	2,153	—	—	1,250	2,153	3,403	(709	)	2006	04/27/07	15 to 40 Years
Liberty, KY	(d)	474	945	—	—	474	945	1,419	(389	)	2000	05/31/06	15 to 30 Years
Lincoln, NE	(b)	1,822	2,158	—	—	1,822	2,158	3,980	(762	)	1985	11/10/08	15 to 30 Years
Livingston, TX	(b)	1,893	1,134	—	—	1,893	1,134	3,027	(223	)	2006	07/17/13	8 to 33 Years
London, KY	(b)	698	701	—	—	698	701	1,399	(318	)	1979	11/10/08	15 to 20 Years
Loretto, PA	(b)	283	1,144	—	—	283	1,144	1,427	(477	)	1965	10/14/10	15 to 20 Years
Louisville, KY	(b)	737	758	—	—	737	758	1,495	(343	)	1963	11/10/08	15 to 30 Years
Louisville, KY	(b)	800	1,274	—	—	800	1,274	2,074	(607	)	1963	10/14/10	15 to 20 Years
Lowville, NY	(b)	791	1,659	—	—	791	1,659	2,450	(181	)	2010	07/17/13	12 to 42 Years
Lubbock, TX	(b)	288	1,110	—	—	288	1,110	1,398	(376	)	1976	11/10/08	15 to 30 Years
Madison Heights, VA	(b)	536	1,228	—	—	536	1,228	1,764	(400	)	1981	07/03/12	14 to 30 Years
Madisonville, TN	(b)	418	815	—	—	418	815	1,233	(222	)	1999	06/11/08	15 to 40 Years
Malone, NY	(b)	793	1,677	—	—	793	1,677	2,470	(206	)	2010	07/17/13	11 to 42 Years

168

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Manahawkin, NJ	(b)	961	1,259	—	—	961	1,259	2,220	(473	)	1986	09/21/15	11 to 30 Years
Manassas, VA	(b)	3,591	2,021	—	—	3,591	2,021	5,612	(549	)	2005	04/27/07	15 to 40 Years
Marinette, WI	(b)	1,236	1,611	—	—	1,236	1,611	2,847	(217	)	2006	07/17/13	8 to 38 Years
Martinsburg, WV	(a)	173	20	—	—	173	20	193	(41	)	1972	05/01/05	10 to 15 Years
Martinsville, IN	(b)	385	289	—	—	385	289	674	(87	)	1990	07/03/12	14 to 30 Years
Mattoon, IL	(a)	233	263	—	—	233	263	496	(181	)	1984	05/01/05	15 to 20 Years
Mechanicsville, MD	(b)	772	2,110	—	—	772	2,110	2,882	(629	)	1996	10/14/10	15 to 40 Years
Milesburg, PA	(b)	323	537	—	—	323	537	860	(248	)	1973	11/10/08	15 to 20 Years
Milton, WV	(b)	68	169	—	—	68	169	237	(119	)	1977	11/10/08	10 to 18 Years
Moorefield, WV	(b)	572	310	—	—	572	310	882	(86	)	1996	11/10/08	15 to 40 Years
Morgantown, WV	(b)	930	307	—	—	930	307	1,237	(106	)	1994	11/10/08	15 to 30 Years
Moundsville, WV	(b)	712	310	—	—	712	310	1,022	(96	)	1969	11/10/08	15 to 30 Years
Mount Airy, MD	(b)	4,653	2,878	—	—	4,653	2,878	7,531	(1,122	)	1986	07/03/12	14 to 20 Years
Mountain Home, AR	(a)	944	690	—	—	944	690	1,634	(145	)	1977	03/31/14	6 to 15 Years
Mt Pleasant, PA	(b)	399	623	—	—	399	623	1,022	(252	)	1997	11/10/08	15 to 30 Years
Mt. Sterling, KY	(b)	1,785	1,051	—	—	1,785	1,051	2,836	(207	)	2011	07/17/13	12 to 38 Years
Munfordville, KY	(d)	672	766	—	—	672	766	1,438	(380	)	2000	05/31/06	15 to 30 Years
Murfreesboro, TN	(b)	612	1,244	—	—	612	1,244	1,856	(458	)	1968	11/30/09	15 to 40 Years
Murrysville, PA	(b)	963	1,199	—	—	963	1,199	2,162	(537	)	1968	10/14/10	15 to 20 Years
N. Versailles, PA	(b)	1,010	621	—	—	1,010	621	1,631	(361	)	1983	09/21/15	11 to 30 Years
Navasota, TX	2,050	1,013	1,772	—	—	1,013	1,772	2,785	(236	)	2006	07/17/13	8 to 41 Years
New Braunfels, TX	(b)	1,257	1,778	—	—	1,257	1,778	3,035	(212	)	2006	07/17/13	7 to 38 Years
New Castle, PA	(b)	494	855	—	—	494	855	1,349	(316	)	1995	10/14/10	15 to 30 Years
Niagara Falls, NY	(b)	289	807	—	—	289	807	1,096	(327	)	1981	10/14/10	15 to 20 Years
North Bluefield, WV	(b)	218	492	—	—	218	492	710	(146	)	1983	11/10/08	15 to 40 Years
Northport, AL	(b)	2,041	1,946	—	—	2,041	1,946	3,987	(1,006	)	2006	04/27/07	15 to 40 Years
Oakland, MD	(b)	804	809	—	—	804	809	1,613	(400	)	1993	11/10/08	15 to 40 Years
Ocala, FL	(d)	2,260	4,709	—	—	2,260	4,709	6,969	(590	)	2006	07/17/13	8 to 46 Years
Orchard Park, NY	(b)	304	1,488	—	—	304	1,488	1,792	(572	)	1966	10/14/10	15 to 20 Years
Oriskany, NY	(b)	618	749	—	—	618	749	1,367	(371	)	1965	07/03/12	14 to 20 Years
Parkersburg, WV	(d)	966	1,843	—	—	966	1,843	2,809	(225	)	2005	07/17/13	7 to 37 Years
Pataskala, OH	(b)	796	656	—	—	796	656	1,452	(300	)	1998	11/10/08	15 to 20 Years
Patchogue, NY	(b)	1,869	797	—	—	1,869	797	2,666	(546	)	1985	10/14/10	15 to 20 Years
Paw Paw, MI	(b)	1,517	1,619	—	—	1,517	1,619	3,136	(257	)	2006	07/17/13	8 to 33 Years

169

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Pearisburg, VA	(b)	195	688	—	—	195	688	883	(221	)	1985	10/14/10	15 to 30 Years
Piperton, TN	(b)	1,338	1,916	—	—	1,338	1,916	3,254	(684	)	2006	04/27/07	15 to 40 Years
Plant City, FL	(b)	2,192	3,280	—	—	2,192	3,280	5,472	(1,476	)	2004	10/14/10	15 to 30 Years
Pocahontas, AR	(a)	361	471	—	—	361	471	832	(70	)	1986	03/31/14	7 to 20 Years
Pompano Beach, FL	(a)	1,144	337	—	—	1,144	337	1,481	(204	)	1990	07/01/05	15 to 30 Years
Powhatan, VA	(d)	4,342	2,963	—	—	4,342	2,963	7,305	(892	)	2007	07/17/13	10 to 31 Years
Prior Lake, MN	3,283	1,998	2,454	—	—	1,998	2,454	4,452	(353	)	1991	07/17/13	7 to 26 Years
Pulaski, VA	(b)	882	1,040	—	—	882	1,040	1,922	(333	)	1979	07/03/12	14 to 30 Years
Raleigh, NC	(b)	1,066	2,497	—	—	1,066	2,497	3,563	(907	)	1975	10/14/10	15 to 30 Years
Ranson, WV	(b)	1,020	1,955	—	—	1,020	1,955	2,975	(745	)	2005	04/27/07	15 to 40 Years
Richland, MS	(b)	1,351	2,279	—	—	1,351	2,279	3,630	(733	)	2005	04/27/07	15 to 40 Years
Richmond, KY	(b)	732	720	—	—	732	720	1,452	(301	)	1976	11/10/08	15 to 30 Years
Richmond, VA	(b)	384	1,380	—	—	384	1,380	1,764	(463	)	1977	07/03/12	14 to 20 Years
Riverhead, NY	(b)	1,146	1,402	—	—	1,146	1,402	2,548	(465	)	1984	06/02/08	15 to 30 Years
Riviera Beach, FL	(a)	500	170	—	—	500	170	670	(126	)	1987	07/01/05	15 to 20 Years
Roanoke, VA	(a)	333	124	—	—	333	124	457	(153	)	1975	05/01/05	10 to 15 Years
Rockaway, NJ	(b)	1,826	948	—	—	1,826	948	2,774	(444	)	1974	07/03/12	14 to 20 Years
Rockford, MN	2,228	1,298	2,652	—	—	1,298	2,652	3,950	(286	)	2007	07/17/13	9 to 43 Years
Rome, NY	(d)	1,326	1,110	—	—	1,326	1,110	2,436	(185	)	2007	07/17/13	9 to 34 Years
Russellville, KY	(b)	293	541	—	—	293	541	834	(238	)	1995	11/10/08	15 to 30 Years
Salisbury, MD	(d)	4,210	6,613	—	—	4,210	6,613	10,823	(1,180	)	2007	07/17/13	10 to 27 Years
San Antonio, TX	(b)	1,403	2,195	—	—	1,403	2,195	3,598	(857	)	2004	04/27/07	15 to 40 Years
Scottsville, KY	(d)	544	840	—	—	544	840	1,384	(371	)	1999	05/31/06	15 to 30 Years
Sebring, FL	(a)	318	291	—	—	318	291	609	(175	)	1982	07/01/05	15 to 20 Years
Selbyville, DE	(b)	919	1,434	—	—	919	1,434	2,353	(614	)	1970	10/14/10	15 to 20 Years
Seymour, IN	(b)	506	494	—	—	506	494	1,000	(288	)	1995	10/14/10	15 to 30 Years
Shallotte, NC	(b)	705	1,794	—	—	705	1,794	2,499	(233	)	2006	07/17/13	10 to 30 Years
Somerset, KY	(b)	731	802	—	—	731	802	1,533	(280	)	1998	11/10/08	15 to 40 Years
Somerset, PA	(b)	257	604	—	—	257	604	861	(223	)	1979	11/10/08	15 to 30 Years
Spokane, WA	(a)	518	193	—	—	518	193	711	(150	)	1998	05/01/05	15 to 30 Years
Statesville, NC	(a)	614	355	—	—	614	355	969	(367	)	1976	05/01/05	9 to 15 Years
Tonawanda, NY	(b)	168	1,104	—	—	168	1,104	1,272	(409	)	1968	10/14/10	15 to 20 Years
Tontitown, AR	(a)	230	92	—	—	230	92	322	(74	)	1987	05/01/05	15 to 20 Years
Troutville, VA	(b)	542	802	—	—	542	802	1,344	(206	)	1979	11/10/08	15 to 40 Years
Versailles, KY	(b)	825	1,059	—	—	825	1,059	1,884	(478	)	1978	10/14/10	15 to 30 Years
Watertown, NY	(b)	435	833	—	—	435	833	1,268	(360	)	1997	07/03/12	14 to 30 Years
Waynesboro, PA	(b)	248	801	—	—	248	801	1,049	(259	)	1996	11/10/08	15 to 30 Years
West Columbia, SC	(a)	324	108	—	—	324	108	432	(71	)	1989	05/01/05	15 to 20 Years

170

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



West Columbia, SC	(a)	262	598	—	—	262	598	860	(310	)	1984	05/01/05	9 to 20 Years
West Springfield, MA	(b)	1,443	1,467	—	—	1,443	1,467	2,910	(956	)	1983	10/14/10	10 to 16 Years
Wilmington, NC	(a)	370	122	—	—	370	122	492	(89	)	1987	05/01/05	15 to 20 Years
Winchester, KY	(b)	720	646	—	—	720	646	1,366	(285	)	1983	11/10/08	15 to 30 Years
Yuma, AZ	(b)	1,623	2,721	—	—	1,623	2,721	4,344	(876	)	2006	04/27/07	15 to 40 Years

171

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Medical / Other Office
	Anderson, IN	(a)	411	1,673	—	—	411	1,673	2,084	(85	)	1981	03/31/14	15 to 40 Years
	Bath, NY	(d)	72	707	—	—	72	707	779	(18	)	1970	04/30/15	15 to 30 Years
	Beaumont, TX	(a)	438	1,976	—	—	438	1,976	2,414	(141	)	1985	03/31/14	15 to 30 Years
	Beavercreek, OH	(d)	559	1,420	—	—	559	1,420	1,979	(87	)	1985	08/18/14	7 to 40 Years
	Belleville, IL	(a)	140	431	—	—	140	431	571	(42	)	1979	03/31/14	15 to 20 Years
	Bellevue, NE	(a)	560	446	—	—	560	446	1,006	(10	)	2008	08/07/15	5 to 40 Years
	Binghamton, NY	(d)	328	2,214	—	—	328	2,214	2,542	(53	)	1985	04/30/15	15 to 30 Years
	Bonita Springs, FL	(a)	317	1,619	—	—	317	1,619	1,936	(166	)	2003	08/30/12	15 to 50 Years
	Bonita Springs, FL	(a)	738	4,022	—	—	738	4,022	4,760	(399	)	2006	08/30/12	15 to 50 Years
	Bonita Springs, FL	(a)	376	940	—	—	376	940	1,316	(113	)	2006	08/30/12	15 to 50 Years
	Brandon, FL	(a)	110	671	—	—	110	671	781	(40	)	1999	03/31/14	15 to 30 Years
	Brandon, MS	(a)	200	281	—	—	200	281	481	(27	)	1986	03/31/14	15 to 30 Years
	Bullhead City, AZ	(a)	147	489	—	—	147	489	636	(34	)	1970	09/30/13	15 to 50 Years
	Bullhead City, AZ	(a)	57	946	—	—	57	946	1,003	(44	)	2005	04/08/14	15 to 40 Years
	Camp Hill, PA	(a)	180	581	—	—	180	581	761	(40	)	1991	03/31/14	15 to 30 Years
	Camp Hill, PA	(a)	140	641	—	—	140	641	781	(42	)	1990	03/31/14	15 to 30 Years
	Cape Coral, FL	(a)	545	1,716	—	—	545	1,716	2,261	(209	)	2011	08/30/12	15 to 50 Years
	Chicago, IL	(a)	186	1,780	—	—	186	1,780	1,966	(80	)	2007	09/30/13	50 to 50 Years
	Clarksville, TN	(a)	281	531	—	—	281	531	812	(36	)	1997	03/31/14	15 to 30 Years
	Clarksville, TN	(a)	978	2,718	—	—	978	2,718	3,696	(92	)	2011	12/04/14	15 to 40 Years
	Clayton, GA	(a)	70	311	—	—	70	311	381	(23	)	1963	03/31/14	15 to 30 Years
	Columbia, MO	(a)	1,012	7,054	—	—	1,012	7,054	8,066	(338	)	2004	03/31/14	15 to 40 Years
	Columbia, SC	19,750	3,378	35,153	—	—	3,378	35,153	38,531	(1,854	)	2003	12/31/13	15 to 40 Years
	Columbus, GA	(a)	190	531	—	—	190	531	721	(41	)	1993	03/31/14	15 to 30 Years
	Corning, NY	(d)	123	1,261	—	—	123	1,261	1,384	(31	)	1999	04/30/15	15 to 30 Years
	Crystal Lake, IL	(a)	200	631	—	—	200	631	831	(45	)	2001	03/31/14	15 to 30 Years
	Dallas, TX	(a)	1,633	21,835	—	2,019	1,633	23,854	25,487	(4,542	)	2005	08/29/05	15 to 50 Years
	Dallas, TX	(a)	1,915	9,150	—	—	1,915	9,150	11,065	(979	)	2006	03/28/13	11 to 50 Years
	Debary, FL	(a)	100	641	—	—	100	641	741	(42	)	1989	03/31/14	15 to 30 Years

172

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Defiance, OH	(a)	130	491	—	—	130	491	621	(36	)	1959	03/31/14	15 to 30 Years
Devine, TX	(a)	240	481	—	—	240	481	721	(39	)	2002	03/31/14	15 to 30 Years
East Alton, IL	(a)	170	80	—	—	170	80	250	(13	)	1960	03/31/14	15 to 20 Years
Eastman, GA	(a)	130	551	—	—	130	551	681	(41	)	1988	03/31/14	15 to 30 Years
Elizabethton, TN	(d)	482	1,139	—	—	482	1,139	1,621	(79	)	2008	08/18/14	6 to 30 Years
Elkhart, IN	(a)	90	341	—	—	90	341	431	(22	)	1969	03/31/14	15 to 30 Years
Elmira, NY	(d)	185	3,902	—	—	185	3,902	4,087	(92	)	1985	04/30/15	15 to 30 Years
Endicott, NY	(d)	92	348	—	—	92	348	440	(11	)	2001	04/30/15	15 to 30 Years
Evansville, IN	(a)	130	391	—	—	130	391	521	(29	)	1986	03/31/14	15 to 30 Years
Fairlea, WV	(d)	298	1,280	—	—	298	1,280	1,578	(79	)	2009	08/18/14	10 to 40 Years
Franklin, TX	(d)	159	1,124	—	29	159	1,153	1,312	(63	)	2012	08/18/14	4 to 40 Years
Ft. Myers, FL	(a)	903	6,445	—	—	903	6,445	7,348	(612	)	1989	08/30/12	15 to 50 Years
Ft. Wayne, IN	(a)	150	1,022	—	—	150	1,022	1,172	(52	)	1965	03/31/14	15 to 40 Years
Gahanna, OH	(a)	411	982	—	—	411	982	1,393	(71	)	1998	03/31/14	15 to 40 Years
Gainesville, FL	(a)	180	711	—	—	180	711	891	(44	)	1941	03/31/14	15 to 30 Years
Germantown, TN	(a)	91	171	—	—	91	171	262	(9	)	1984	04/08/14	15 to 40 Years
Glendale, AZ	(a)	371	491	—	—	371	491	862	(33	)	1988	03/31/14	15 to 30 Years
Grayson, KY	(d)	658	3,171	—	—	658	3,171	3,829	(160	)	2013	08/18/14	9 to 40 Years
Hartsville, SC	(a)	90	180	—	—	90	180	270	(11	)	1973	03/31/14	15 to 40 Years
Jacksonville, FL	(a)	57	365	—	—	57	365	422	(23	)	1986	04/08/14	15 to 30 Years
Jacksonville, FL	(d)	815	1,606	—	—	815	1,606	2,421	(97	)	1977	08/18/14	6 to 30 Years
Largo, FL	(a)	150	311	—	—	150	311	461	(20	)	1962	03/31/14	15 to 30 Years
Las Cruces, NM	(d)	808	6,045	—	—	808	6,045	6,853	(497	)	2008	07/17/13	4 to 52 Years
Las Vegas, NV	(a)	430	3,589	—	—	430	3,589	4,019	(183	)	2002	09/30/13	15 to 50 Years
Lewisville, TX	(a)	1,766	8,087	—	—	1,766	8,087	9,853	(426	)	2002	03/31/14	8 to 40 Years
Lincoln, NE	(a)	711	825	—	—	711	825	1,536	(15	)	2010	08/07/15	8 to 40 Years
Litchfield, IL	(a)	210	311	—	—	210	311	521	(34	)	1962	03/31/14	15 to 20 Years
Litchfield, IL	(a)	110	120	—	—	110	120	230	(12	)	1962	03/31/14	15 to 20 Years
Logansport, IN	(a)	30	421	—	—	30	421	451	(26	)	1920	03/31/14	15 to 30 Years
Longview, TX	(a)	200	601	—	—	200	601	801	(46	)	2003	03/31/14	15 to 30 Years
Marion, IN	(a)	140	321	—	—	140	321	461	(27	)	1988	03/31/14	15 to 30 Years
Marion, IN	(a)	130	421	—	—	130	421	551	(33	)	1974	03/31/14	15 to 30 Years
Maryville, IL	(a)	301	401	—	—	301	401	702	(33	)	1995	03/31/14	15 to 30 Years
Mechanicsburg, PA	(a)	231	1,032	152	—	383	1,032	1,415	(68	)	1990	03/31/14	15 to 30 Years
Melbourne, FL	(a)	321	651	—	—	321	651	972	(41	)	1987	03/31/14	15 to 30 Years
Memphis, TN	(a)	91	490	—	—	91	490	581	(31	)	1987	04/08/14	15 to 30 Years
Mesa, AZ	(a)	372	1,398	—	—	372	1,398	1,770	(76	)	2003	09/30/13	15 to 50 Years
Middleburg, FL	(d)	521	2,589	—	65	521	2,654	3,175	(158	)	1988	08/18/14	7 to 30 Years
Monroe, GA	(a)	110	631	—	—	110	631	741	(44	)	2001	03/31/14	15 to 30 Years

173

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Monroe, MI	(d)	728	3,440	—	—	728	3,440	4,168	(233	)	2002	08/18/14	9 to 30 Years
Naples, FL	(a)	1,351	5,368	—	—	1,351	5,368	6,719	(508	)	2002	08/30/12	15 to 50 Years
Naples, FL	(a)	1,829	4,522	—	—	1,829	4,522	6,351	(512	)	1978	08/30/12	15 to 40 Years
Naples, FL	(a)	1,057	3,845	—	—	1,057	3,845	4,902	(370	)	2012	10/31/12	15 to 50 Years
New Port Richey, FL	(a)	274	1,162	—	—	274	1,162	1,436	(74	)	2004	04/08/14	15 to 30 Years
New Port Richey, FL	(a)	456	1,151	—	—	456	1,151	1,607	(83	)	2004	04/08/14	15 to 30 Years
North Myrtle Beach, SC	(a)	581	601	—	—	581	601	1,182	(54	)	2004	03/31/14	15 to 30 Years
Ocala, FL	(a)	23	547	—	—	23	547	570	(32	)	1984	04/08/14	30 to 30 Years
Oelwein, IA	(d)	226	681	—	—	226	681	907	(47	)	1995	08/18/14	5 to 30 Years
Ogden, UT	(d)	597	2,331	—	—	597	2,331	2,928	(153	)	1985	08/18/14	7 to 30 Years
Okeechobee, FL	(a)	190	521	—	—	190	521	711	(34	)	1990	03/31/14	15 to 30 Years
Orlando, FL	(a)	291	230	—	—	291	230	521	(17	)	1979	03/31/14	15 to 30 Years
Osceola, IN	(a)	291	671	—	—	291	671	962	(50	)	1996	03/31/14	15 to 40 Years
Oxford, MS	(a)	1,416	4,451	—	—	1,416	4,451	5,867	(227	)	2001	05/15/14	15 to 40 Years
Pataskala, OH	(a)	261	782	—	—	261	782	1,043	(44	)	1995	03/31/14	15 to 40 Years
Phoenix, AZ	(a)	352	2,435	—	—	352	2,435	2,787	(118	)	1973	09/30/13	15 to 50 Years
Port Arthur, TX	(a)	468	2,057	—	—	468	2,057	2,525	(146	)	1997	03/31/14	15 to 30 Years
Raytown, MO	(a)	80	631	—	—	80	631	711	(43	)	1989	03/31/14	15 to 30 Years
Rio Rancho, NM	(a)	301	461	—	—	301	461	762	(35	)	1992	03/31/14	15 to 30 Years
Rogers, AR	(a)	2,014	2,313	—	—	2,014	2,313	4,327	(242	)	1988	11/14/13	13 to 30 Years
Round Rock, TX	(d)	271	728	—	—	271	728	999	(36	)	1985	08/18/14	8 to 40 Years
Sandy Springs, GA	(a)	455	1,147	—	—	455	1,147	1,602	(104	)	1963	04/17/14	14 to 20 Years
Schertz, TX	(a)	2,596	9,944	—	—	2,596	9,944	12,540	(473	)	2013	05/16/14	13 to 40 Years
Sherman, TX	(a)	1,249	4,713	—	—	1,249	4,713	5,962	(72	)	2013	06/30/15	15 to 40 Years
South Bend, IN	(a)	341	321	—	—	341	321	662	(36	)	1955	03/31/14	15 to 20 Years
Spartanburg, SC	(a)	150	401	—	—	150	401	551	(28	)	1992	03/31/14	15 to 30 Years
Springfield, IL	(a)	451	1,162	—	—	451	1,162	1,613	(84	)	1992	03/31/14	15 to 30 Years
Springfield, MO	(a)	561	631	—	—	561	631	1,192	(49	)	1996	03/31/14	15 to 30 Years
Springfield, MO	(d)	2,025	3,911	—	—	2,025	3,911	5,936	(257	)	1990	09/23/14	7 to 30 Years
St. John, MO	4,420	1,733	3,095	91	365	1,824	3,460	5,284	(380	)	1996	07/17/13	1 to 43 Years
Steubenville, OH	(d)	363	3,726	—	—	363	3,726	4,089	(151	)	2009	08/18/14	14 to 40 Years
Vernon Hills, IL	(a)	992	5,020	—	—	992	5,020	6,012	(328	)	1991	03/31/14	15 to 30 Years
Vero Beach, FL	(a)	220	731	—	—	220	731	951	(47	)	1974	03/31/14	15 to 30 Years
Vicksburg, MS	(a)	150	351	—	—	150	351	501	(29	)	1984	03/31/14	15 to 30 Years
Waco, TX	(a)	232	1,510	—	—	232	1,510	1,742	(64	)	1992	06/20/14	15 to 40 Years
Warren, IN	(d)	220	278	—	—	220	278	498	(32	)	2007	08/18/14	4 to 20 Years

174

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Watkins Glen, NY	(d)	113	318	—	—	113	318	431	(11	)	2002	04/30/15	15 to 30 Years
Waynesboro, PA	(a)	100	601	—	—	100	601	701	(31	)	1957	03/31/14	15 to 40 Years
Westfield, IN	(a)	361	751	—	—	361	751	1,112	(49	)	1992	03/31/14	15 to 40 Years
Wharton, TX	(d)	192	1,090	—	—	192	1,090	1,282	(55	)	2009	08/18/14	15 to 40 Years
Wittenberg, WI	(a)	41	210	—	—	41	210	251	(13	)	1982	03/31/14	15 to 30 Years
Wylie, TX	(a)	210	912	—	—	210	912	1,122	(61	)	1986	03/31/14	15 to 30 Years
York, PA	(a)	100	481	—	—	100	481	581	(32	)	1984	03/31/14	15 to 30 Years



Sporting Goods
	Amherst, NY	6,321	1,868	7,503	(1,069	)	(4,385	)	799	3,118	3,917	(625	)	1993	07/17/13	2 to 40 Years
	Ankeny, IA	(b)	3,913	3,671	—		—		3,913	3,671	7,584	(555	)	2003	10/15/12	15 to 30 Years
	Bend, OR	(a)	1,516	4,850	—		—		1,516	4,850	6,366	(342	)	2000	08/15/13	10 to 50 Years
	Houston, TX	(b)	2,150	2,320	—		—		2,150	2,320	4,470	(34	)	1995	07/17/13	40 to 40 Years
	Houston, TX	4,625	6,875	—	—		—		6,875	—	6,875	—		(f)	07/17/13	(f)
	Houston, TX	3,045	2,060	1,248	—		—		2,060	1,248	3,308	(16	)	1995	07/17/13	40 to 40 Years
	Katy, TX	68,250	13,144	96,194	—		—		13,144	96,194	109,338	(7,780	)	1976	07/17/13	8 to 34 Years
	Kenosha, WI	(a)	3,421	7,407	—		—		3,421	7,407	10,828	(2,173	)	2004	07/01/05	14 to 40 Years
	Loveland, CO	(b)	2,329	4,750	—		—		2,329	4,750	7,079	(610	)	2001	10/15/12	15 to 30 Years
	Lufkin, TX	(b)	1,922	2,735	—		—		1,922	2,735	4,657	(341	)	2003	07/17/13	9 to 30 Years
	Macon, GA	(d)	1,921	4,890	—		—		1,921	4,890	6,811	(562	)	2005	07/17/13	10 to 30 Years
	Mesa, AZ	(b)	2,040	5,696	—		—		2,040	5,696	7,736	(734	)	2005	10/15/12	15 to 30 Years
	Midvale, UT	(b)	2,931	4,844	—		—		2,931	4,844	7,775	(642	)	2002	10/15/12	15 to 30 Years
	N. Richland Hills, TX	4,207	1,950	—	—		—		1,950	—	1,950	—		(f)	07/17/13	(f)
	New Hartford, NY	(a)	2,168	4,851	—		—		2,168	4,851	7,019	(1,802	)	2004	07/01/05	14 to 40 Years
	Newnan, GA	(d)	2,938	4,472	—		318		2,938	4,790	7,728	(166	)	2014	07/03/14	15 to 40 Years
	Opelika, AL	(b)	2,117	5,737	—		—		2,117	5,737	7,854	(491	)	2012	06/14/13	14 to 40 Years
	Phoenix, AZ	(b)	2,098	5,338	—		—		2,098	5,338	7,436	(702	)	2003	10/15/12	15 to 30 Years
	Pocatello, ID	17,250	3,682	10,658	—		—		3,682	10,658	14,340	(1,174	)	2006	07/17/13	5 to 38 Years
	Soldotna, AK	(a)	1,177	2,245	—		—		1,177	2,245	3,422	(111	)	1983	05/22/14	15 to 40 Years
	Thornton, CO	(b)	2,836	5,069	—		—		2,836	5,069	7,905	(723	)	2003	10/15/12	15 to 30 Years
	Tuscaloosa, AL	3,968	3,321	4,053	—		—		3,321	4,053	7,374	(278	)	2013	09/30/13	14 to 50 Years
	Valdosta, GA	(b)	2,930	5,012	—		—		2,930	5,012	7,942	(464	)	2012	06/14/13	14 to 40 Years
	Williston, ND	(d)	2,190	4,132	—		—		2,190	4,132	6,322	(42	)	2015	08/24/15	15 to 50 Years

175

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Health and Fitness
	Albuquerque, NM	(d)	1,915	3,724	—		—		1,915	3,724	5,639	(97	)	1995	04/23/15	15 to 30 Years
	Albuquerque, NM	(d)	2,391	4,007	—		—		2,391	4,007	6,398	(108	)	2001	04/23/15	15 to 30 Years
	Albuquerque, NM	(d)	4,732	6,844	—		—		4,732	6,844	11,576	(158	)	1972	04/23/15	15 to 40 Years
	Aurora, CO	4,777	1,452	4,413	—		—		1,452	4,413	5,865	(397	)	1995	07/17/13	11 to 30 Years
	Brooklyn Park, MN	(d)	3,176	7,771	—		—		3,176	7,771	10,947	(768	)	2008	07/17/13	10 to 35 Years
	Chandler, AZ	(a)	1,028	5,318	—		—		1,028	5,318	6,346	(397	)	2002	07/17/13	8 to 40 Years
	Chicago, IL	(a)	1,009	2,965	—		—		1,009	2,965	3,974	(203	)	2007	12/09/13	14 to 40 Years
	Clifton, CO	(a)	1,280	6,975	—		—		1,280	6,975	8,255	(128	)	1983	06/30/15	15 to 30 Years
	Clinton Township, MI	(a)	5,430	7,254	(2,562	)	(1,160	)	2,868	6,094	8,962	(502	)	1999	01/09/07	15 to 30 Years
	Farmington, NM	(d)	2,242	6,696	—		—		2,242	6,696	8,938	(136	)	1999	04/23/15	15 to 40 Years
	Grand Junction, CO	(a)	1,825	10,478	—		—		1,825	10,478	12,303	(50	)	2007	11/05/15	15 to 40 Years
	Greenwood, IN	(b)	1,973	9,764	—		—		1,973	9,764	11,737	(712	)	2007	07/17/13	10 to 42 Years
	Keizer, OR	(a)	1,208	4,089	—		—		1,208	4,089	5,297	(1,100	)	1988	12/01/05	15 to 40 Years
	Lancaster, CA	(d)	6,982	9,255	—		—		6,982	9,255	16,237	(279	)	1987	05/07/15	9 to 30 Years
	League City, TX	(b)	2,514	6,767	—		—		2,514	6,767	9,281	(546	)	2008	07/17/13	10 to 42 Years
	Manteca, CA	(d)	796	2,062	—		—		796	2,062	2,858	(26	)	2001	09/04/15	15 to 30 Years
	Matteson, IL	(b)	4,587	6,328	—		—		4,587	6,328	10,915	(634	)	2007	07/17/13	10 to 34 Years
	Modesto, CA	(d)	2,350	5,923	—		—		2,350	5,923	8,273	(302	)	1964	12/05/14	10 to 30 Years
	Naperville, IL	(b)	5,015	6,946	—		—		5,015	6,946	11,961	(628	)	2007	07/17/13	9 to 38 Years
	O' Fallon, MO	5,425	1,669	6,054	—		—		1,669	6,054	7,723	(544	)	2007	07/17/13	9 to 34 Years
	O'Fallon, IL	3,650	2,243	5,002	—		—		2,243	5,002	7,245	(483	)	2005	07/17/13	6 to 37 Years
	Olathe, KS	4,816	1,816	5,526	—		—		1,816	5,526	7,342	(475	)	2007	07/17/13	12 to 39 Years
	Phoenix, AZ	(d)	642	2,245	—		—		642	2,245	2,887	(112	)	1988	09/30/14	14 to 30 Years
	Rio Rancho, NM	(d)	1,448	2,172	—		—		1,448	2,172	3,620	(61	)	1997	04/23/15	15 to 30 Years
	Sacramento, CA	(d)	1,236	2,883	—		—		1,236	2,883	4,119	(43	)	1990	09/29/15	15 to 20 Years
	Saint Cloud, MN	(a)	912	1,427	—		—		912	1,427	2,339	(90	)	1989	12/16/14	15 to 20 Years
	Salem, OR	(a)	941	2,620	1,018		5,042		1,959	7,662	9,621	(1,983	)	1996	12/01/05	15 to 40 Years
	Salem, OR	(a)	1,509	5,635	—		—		1,509	5,635	7,144	(1,506	)	2001	12/01/05	15 to 40 Years
	Salem, OR	(a)	1,214	4,911	—		—		1,214	4,911	6,125	(1,335	)	1980	12/01/05	15 to 40 Years
	Salem, OR	(a)	1,589	3,834	—		—		1,589	3,834	5,423	(1,390	)	1977	12/01/05	15 to 30 Years
	Sartell, MN	(a)	3,092	3,765	—		—		3,092	3,765	6,857	(232	)	2001	12/16/14	15 to 30 Years
	Southaven, MS	(d)	1,187	1,817	—		—		1,187	1,817	3,004	(94	)	2014	09/17/14	15 to 40 Years
	St. Peters, MO	4,627	1,814	5,810	—		—		1,814	5,810	7,624	(586	)	2007	07/17/13	9 to 34 Years
	Taylorsville, UT	(d)	1,496	3,593	—		—		1,496	3,593	5,089	(19	)	1988	11/20/15	12 to 20 Years
	West Chester, OH	(b)	606	9,832	—		—		606	9,832	10,438	(630	)	2009	07/17/13	7 to 43 Years

176

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Automotive Parts and Service
	Acworth, GA	(a)	823	976	—	—	823	976	1,799	(59	)	1999	03/28/14	15 to 40 Years
	Alabaster, AL	(a)	631	1,010	—	—	631	1,010	1,641	(213	)	1995	12/22/06	40 to 40 Years
	Albany, GA	(a)	242	572	—	—	242	572	814	(152	)	1982	09/07/07	15 to 40 Years
	Albany, GA	(a)	281	575	—	—	281	575	856	(219	)	1997	09/07/07	15 to 30 Years
	Albuquerque, NM	(a)	885	2,998	—	—	885	2,998	3,883	(248	)	1990	07/17/13	7 to 35 Years
	Ann Arbor, MI	(a)	684	413	—	—	684	413	1,097	(40	)	1989	06/23/14	15 to 20 Years
	Arlington Heights, IL	(a)	1,530	5,354	—	—	1,530	5,354	6,884	(439	)	1995	07/17/13	9 to 36 Years
	Ashland, KY	(a)	613	1,284	—	—	613	1,284	1,897	(106	)	2006	07/17/13	8 to 48 Years
	Atlanta, GA	(a)	1,830	363	—	—	1,830	363	2,193	(79	)	1998	07/17/13	5 to 24 Years
	Auburn Hills, MI	(d)	3,542	6,597	—	—	3,542	6,597	10,139	(934	)	1995	07/17/13	8 to 38 Years
	Auburn, AL	(a)	676	647	—	—	676	647	1,323	(261	)	1995	09/07/07	15 to 30 Years
	Auburn, AL	(a)	354	1,182	30	78	384	1,260	1,644	(368	)	1987	12/22/06	15 to 30 Years
	Battle Creek, MI	(a)	211	419	—	—	211	419	630	(38	)	1981	06/23/14	15 to 20 Years
	Battle Creek, MI	(a)	302	262	—	—	302	262	564	(27	)	1987	06/23/14	15 to 20 Years
	Battle Creek, MI	(a)	594	262	—	—	594	262	856	(46	)	1998	06/23/14	15 to 20 Years
	Bessemer, AL	(a)	358	1,197	—	—	358	1,197	1,555	(252	)	1988	12/22/06	40 to 40 Years
	Birmingham, AL	(a)	417	1,237	—	—	417	1,237	1,654	(260	)	1970	12/22/06	40 to 40 Years
	Birmingham, AL	(a)	300	839	—	—	300	839	1,139	(141	)	1998	12/22/06	50 to 50 Years
	Birmingham, AL	(a)	607	1,379	—	—	607	1,379	1,986	(290	)	1988	12/22/06	40 to 40 Years
	Birmingham, AL	(a)	343	901	—	—	343	901	1,244	(190	)	1989	12/22/06	40 to 40 Years
	Birmingham, AL	(a)	334	1,119	—	—	334	1,119	1,453	(235	)	1989	12/22/06	40 to 40 Years
	Birmingham, AL	(a)	372	1,073	—	—	372	1,073	1,445	(301	)	1965	12/22/06	30 to 30 Years
	Birmingham, AL	(a)	339	858	—	—	339	858	1,197	(181	)	1990	12/22/06	40 to 40 Years
	Bloomfield, MI	(a)	554	332	—	—	554	332	886	(35	)	1987	06/23/14	15 to 20 Years
	Bonita Springs, FL	(a)	582	312	—	101	582	413	995	(73	)	1990	03/19/13	10 to 30 Years
	Bradenton, FL	(a)	594	494	—	222	594	716	1,310	(130	)	1988	03/19/13	10 to 30 Years
	Charlotte, NC	(a)	403	1,146	—	—	403	1,146	1,549	(107	)	2008	07/17/13	12 to 43 Years
	Chesterfield Twshp, MI	(a)	181	302	—	—	181	302	483	(31	)	1990	06/23/14	15 to 20 Years
	Clarksville, IN	(a)	1,055	1,758	—	—	1,055	1,758	2,813	(204	)	1993	07/17/13	8 to 30 Years
	Clarksville, TN	(a)	658	1,243	—	—	658	1,243	1,901	(91	)	2000	03/31/14	14 to 30 Years
	Clawson, MI	(a)	262	242	—	—	262	242	504	(24	)	1984	06/23/14	15 to 20 Years
	Clayton, NC	(a)	684	1,254	—	—	684	1,254	1,938	(94	)	2001	03/31/14	7 to 30 Years
	Clearwater, FL	(a)	463	443	—	131	463	574	1,037	(91	)	1989	03/19/13	10 to 30 Years
	Clinton Township, MI	(a)	141	282	—	—	141	282	423	(27	)	1987	06/23/14	15 to 20 Years

177

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Colorado Springs, CO	(a)	1,335	1,587	—	—	1,335	1,587	2,922	(261	)	1994	07/17/13	7 to 26 Years
Colorado Springs, CO	(d)	363	922	—	—	363	922	1,285	(29	)	1976	03/26/15	14 to 30 Years
Colorado Springs, CO	(d)	792	1,598	—	—	792	1,598	2,390	(41	)	2012	03/26/15	14 to 40 Years
Columbia Heights, MN	1,038	510	1,314	—	—	510	1,314	1,824	(102	)	2006	07/17/13	7 to 43 Years
Crestview, FL	(a)	544	743	—	—	544	743	1,287	(249	)	1975	09/07/07	15 to 30 Years
Dacula, GA	(a)	1,067	976	—	—	1,067	976	2,043	(60	)	2000	03/28/14	15 to 40 Years
Decatur, AL	(a)	187	1,174	—	98	187	1,272	1,459	(226	)	2000	12/22/06	19 to 50 Years
Decatur, AL	(a)	84	803	—	—	84	803	887	(135	)	2001	12/22/06	50 to 50 Years
Dothan, AL	(a)	162	659	—	—	162	659	821	(216	)	1996	09/07/07	15 to 30 Years
Duluth, MN	860	207	1,462	—	—	207	1,462	1,669	(92	)	2006	07/17/13	7 to 48 Years
Dunellen, NJ	(a)	1,177	1,973	—	—	1,177	1,973	3,150	(133	)	2008	07/17/13	10 to 48 Years
El Centro, CA	(a)	1,295	1,504	—	—	1,295	1,504	2,799	(180	)	1998	07/17/13	9 to 33 Years
Estero, FL	(a)	334	571	—	—	334	571	905	(60	)	2009	10/28/13	9 to 30 Years
Estero, FL	(a)	394	399	—	—	394	399	793	(49	)	2004	10/28/13	9 to 30 Years
Falcon, CO	(d)	495	998	—	—	495	998	1,493	(34	)	2009	03/26/15	14 to 30 Years
Farmington Hills, MI	(a)	382	282	—	—	382	282	664	(31	)	1987	06/23/14	15 to 20 Years
Farragut, TN	(a)	986	1,148	—	—	986	1,148	2,134	(78	)	2011	03/28/14	15 to 40 Years
Fergus Falls, MN	722	294	978	—	—	294	978	1,272	(77	)	2005	07/17/13	7 to 47 Years
Florence, AL	(a)	130	1,128	—	—	130	1,128	1,258	(190	)	1999	12/22/06	50 to 50 Years
Fort Myers, FL	(a)	555	312	—	131	555	443	998	(81	)	1990	03/19/13	10 to 30 Years
Frederick, MD	(a)	1,571	2,529	—	—	1,571	2,529	4,100	(226	)	1987	07/17/13	9 to 40 Years
Gardendale, AL	(a)	586	1,274	—	—	586	1,274	1,860	(268	)	1989	12/22/06	40 to 40 Years
Grand Bay, AL	(a)	226	1,242	—	—	226	1,242	1,468	(88	)	2005	07/17/13	7 to 47 Years
Grand Forks, ND	840	287	1,132	—	—	287	1,132	1,419	(100	)	2005	07/17/13	7 to 45 Years
Greenfield, IN	(a)	458	996	—	—	458	996	1,454	(80	)	2003	07/17/13	7 to 47 Years
Greensboro, NC	(a)	721	1,179	—	—	721	1,179	1,900	(97	)	2002	03/31/14	7 to 30 Years
Gulf Breeze, FL	(a)	296	457	—	—	296	457	753	(156	)	1993	09/07/07	15 to 30 Years
Hampton, VA	(a)	1,662	2,974	—	—	1,662	2,974	4,636	(317	)	1993	07/17/13	9 to 35 Years
Holland Township, MI	1,231	493	1,212	—	—	493	1,212	1,705	(87	)	2005	07/17/13	7 to 47 Years
Holland, MI	1,193	542	1,384	—	—	542	1,384	1,926	(104	)	2005	07/17/13	7 to 47 Years
Huntsville, AL	(a)	195	1,649	—	—	195	1,649	1,844	(347	)	1993	12/22/06	40 to 40 Years
Huntsville, AL	(a)	295	893	—	—	295	893	1,188	(188	)	1994	12/22/06	40 to 40 Years
Huntsville, AL	(a)	374	1,295	—	109	374	1,404	1,778	(304	)	1997	12/22/06	19 to 40 Years
Huntsville, AL	(a)	252	917	—	—	252	917	1,169	(257	)	1965	12/22/06	30 to 30 Years
Huntsville, AL	(a)	184	1,037	—	—	184	1,037	1,221	(175	)	2001	12/22/06	50 to 50 Years

178

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Hurley, MS	(a)	265	1,052	—	—	265	1,052	1,317	(89	)	2006	07/17/13	7 to 45 Years
Irvington, NJ	(a)	1,605	1,912	—	—	1,605	1,912	3,517	(152	)	2006	07/17/13	7 to 47 Years
Jackson, OH	(a)	397	1,251	—	—	397	1,251	1,648	(98	)	2005	07/17/13	7 to 47 Years
Jenison, MI	(d)	1,111	2,207	—	—	1,111	2,207	3,318	(523	)	1999	07/17/13	3 to 22 Years
Kalamazoo, MI	(a)	247	333	—	—	247	333	580	(29	)	1982	07/30/14	15 to 20 Years
Kalamazoo, MI	(a)	201	362	—	—	201	362	563	(33	)	1987	06/23/14	15 to 20 Years
Kalamazoo, MI	(a)	312	262	—	—	312	262	574	(27	)	1984	06/23/14	15 to 20 Years
Kalamazoo, MI	(a)	60	211	—	—	60	211	271	(19	)	1986	06/23/14	15 to 20 Years
Kalamazoo, MI	(a)	171	332	—	—	171	332	503	(35	)	1979	06/23/14	15 to 20 Years
Kalamazoo, MI	(a)	352	262	—	—	352	262	614	(32	)	1987	06/23/14	15 to 20 Years
Kalamazoo, MI	(a)	503	342	—	—	503	342	845	(56	)	1989	06/23/14	15 to 20 Years
Kalamzaoo, MI	(a)	141	141	—	—	141	141	282	(17	)	1959	06/23/14	15 to 20 Years
Kennesaw, GA	(a)	874	1,270	—	—	874	1,270	2,144	(77	)	1999	03/28/14	15 to 40 Years
Lakeland, FL	(a)	1,204	1,917	—	—	1,204	1,917	3,121	(182	)	1991	07/17/13	7 to 38 Years
Largo, FL	(a)	416	493	—	111	416	604	1,020	(93	)	1989	03/19/13	10 to 30 Years
Lawrenceville, GA	(a)	722	976	—	—	722	976	1,698	(60	)	2000	03/28/14	15 to 40 Years
Lincoln, NE	(a)	1,318	1,604	—	—	1,318	1,604	2,922	(698	)	1972	04/29/11	11 to 26 Years
Livonia, MI	(a)	252	262	—	—	252	262	514	(27	)	1986	06/23/14	15 to 20 Years
Macomb Township, MI	(a)	181	262	—	—	181	262	443	(26	)	1986	06/23/14	15 to 20 Years
Madison Heights, MI	(a)	352	493	—	—	352	493	845	(47	)	1984	06/23/14	15 to 20 Years
Madison, AL	(a)	359	1,505	—	—	359	1,505	1,864	(317	)	1995	12/22/06	40 to 40 Years
Madison, AL	(a)	211	1,401	—	—	211	1,401	1,612	(295	)	1997	12/22/06	40 to 40 Years
Madison, TN	(a)	662	1,567	—	—	662	1,567	2,229	(92	)	2000	03/31/14	14 to 40 Years
Marianna, FL	(a)	283	452	—	—	283	452	735	(150	)	1994	09/07/07	15 to 40 Years
Maryland Heights, MO	(a)	522	1,155	—	—	522	1,155	1,677	(93	)	2005	07/17/13	7 to 47 Years
Midwest City, OK	(a)	353	815	—	—	353	815	1,168	(76	)	2007	07/17/13	9 to 44 Years
Milton, FL	(a)	137	577	—	—	137	577	714	(191	)	1986	09/07/07	15 to 30 Years
Mobile, AL	(a)	89	501	—	—	89	501	590	(161	)	1982	11/30/07	15 to 30 Years
Mobile, AL	(a)	157	508	—	—	157	508	665	(172	)	1982	09/07/07	15 to 30 Years
Montgomery, AL	(a)	398	626	—	—	398	626	1,024	(231	)	1997	09/07/07	15 to 30 Years
Montgomery, AL	(a)	241	628	—	—	241	628	869	(212	)	1997	09/07/07	15 to 30 Years
Montgomery, AL	(a)	422	857	—	—	422	857	1,279	(291	)	1992	09/07/07	15 to 30 Years
Montgomery, AL	(a)	303	636	—	—	303	636	939	(221	)	1996	09/07/07	15 to 30 Years
Montgomery, AL	(a)	275	528	—	—	275	528	803	(198	)	1988	09/07/07	15 to 30 Years
Moultrie, GA	(a)	179	271	—	—	179	271	450	(150	)	1983	09/07/07	15 to 20 Years
Naples, FL	(a)	249	265	—	—	249	265	514	(34	)	1966	10/28/13	9 to 20 Years
Naples, FL	(a)	425	424	—	—	425	424	849	(49	)	2006	10/28/13	9 to 30 Years

179

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Naples, FL	(a)	333	302	—	121	333	423	756	(70	)	1990	03/19/13	10 to 30 Years
Nashville, TN	(a)	828	1,405	—	—	828	1,405	2,233	(112	)	2000	03/31/14	14 to 30 Years
New Boston, OH	(a)	345	1,538	—	—	345	1,538	1,883	(105	)	2005	07/17/13	7 to 47 Years
Niceville, FL	(a)	458	454	—	—	458	454	912	(134	)	1996	09/07/07	15 to 40 Years
North Little Rock, AR	(a)	244	311	—	—	244	311	555	(27	)	2001	03/31/14	2 to 30 Years
Ocean Springs, MS	(a)	145	186	—	—	145	186	331	(22	)	1988	07/17/13	15 to 30 Years
Opelika, AL	(a)	503	628	—	—	503	628	1,131	(245	)	1995	09/07/07	15 to 30 Years
Orem, UT	(a)	1,224	2,132	—	—	1,224	2,132	3,356	(197	)	1990	07/17/13	9 to 40 Years
Oxford, AL	(a)	120	1,224	—	—	120	1,224	1,344	(258	)	1990	12/22/06	40 to 40 Years
Panama City, FL	(a)	378	252	—	—	378	252	630	(38	)	1997	07/17/13	15 to 30 Years
Pasadena, TX	(a)	1,224	4,263	—	—	1,224	4,263	5,487	(346	)	1995	07/17/13	9 to 40 Years
Pea Ridge, AR	(a)	217	—	—	—	217	—	217	—		(f)	03/31/14	(f)
Penns Grove, NJ	(a)	612	1,564	—	—	612	1,564	2,176	(118	)	2006	07/17/13	8 to 47 Years
Pensacola, FL	(a)	238	564	—	—	238	564	802	(193	)	1994	09/07/07	15 to 30 Years
Pensacola, FL	(a)	104	333	—	—	104	333	437	(122	)	1968	09/07/07	15 to 30 Years
Pensacola, FL	(a)	148	459	—	—	148	459	607	(153	)	1972	09/07/07	15 to 30 Years
Pensacola, FL	(a)	195	569	—	—	195	569	764	(198	)	1983	09/07/07	15 to 30 Years
Pensacola, FL	(a)	150	575	—	—	150	575	725	(198	)	1986	09/07/07	15 to 30 Years
Pinson, AL	(a)	320	916	—	—	320	916	1,236	(154	)	2001	12/22/06	50 to 50 Years
Portage, MI	(a)	423	262	—	—	423	262	685	(28	)	1985	06/23/14	15 to 20 Years
Portland, ME	(a)	650	566	—	—	650	566	1,216	(252	)	1993	06/30/09	13 to 28 Years
Rainsville, AL	(a)	251	1,073	—	—	251	1,073	1,324	(94	)	2005	07/17/13	7 to 42 Years
Sarasota, FL	(a)	386	312	—	141	386	453	839	(79	)	1987	03/19/13	10 to 30 Years
Sarasota, FL	(a)	278	312	—	131	278	443	721	(71	)	1987	03/19/13	10 to 30 Years
Scottsburg, IN	(a)	238	665	—	—	238	665	903	(59	)	2006	07/17/13	8 to 43 Years
Shelby Township, MI	(a)	387	355	—	—	387	355	742	(35	)	1989	07/30/14	15 to 20 Years
Spanish Fort, AL	(a)	563	607	—	—	563	607	1,170	(272	)	1993	09/07/07	15 to 30 Years
St Clair Shores, MI	(a)	242	272	—	—	242	272	514	(27	)	1985	06/23/14	15 to 20 Years
St. Francis, WI	(a)	532	1,557	—	—	532	1,557	2,089	(129	)	2006	07/17/13	8 to 48 Years
Suwanee, GA	(a)	480	1,350	—	—	480	1,350	1,830	(124	)	1986	10/21/13	13 to 30 Years
Tamarac, FL	(a)	1,407	2,660	—	—	1,407	2,660	4,067	(224	)	1997	07/17/13	7 to 39 Years
Trenton, OH	(a)	324	842	—	—	324	842	1,166	(74	)	2003	07/17/13	7 to 47 Years
Troy, MI	(a)	322	392	—	—	322	392	714	(36	)	1984	06/23/14	15 to 20 Years
Troy, MI	(a)	281	267	—	—	281	267	548	(14	)	1989	12/03/14	15 to 30 Years
Valdosta, GA	(a)	376	576	—	—	376	576	952	(210	)	1996	11/30/07	15 to 30 Years
Warren, AR	(a)	217	375	—	—	217	375	592	(36	)	2006	03/31/14	13 to 30 Years
Warren, MI	(a)	409	344	—	—	409	344	753	(31	)	1986	07/30/14	15 to 20 Years

180

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Waterford, MI	(a)	292	362	—	—	292	362	654	(37	)	1989	06/23/14	15 to 20 Years
Waycross, GA	(a)	380	142	—	—	380	142	522	(27	)	1998	12/10/13	15 to 30 Years
West Warwick, RI	(a)	1,323	2,917	—	—	1,323	2,917	4,240	(261	)	1993	07/17/13	9 to 41 Years
Wetumpka, AL	(a)	185	332	—	—	185	332	517	(21	)	1995	06/24/14	12 to 30 Years
Willingboro, NJ	(a)	784	1,369	—	—	784	1,369	2,153	(126	)	2007	07/17/13	9 to 47 Years
Woodstock, GA	(a)	1,108	1,281	—	—	1,108	1,281	2,389	(83	)	1999	03/28/14	15 to 40 Years
Ypislianti, MI	(a)	1,107	745	—	—	1,107	745	1,852	(65	)	1999	06/23/14	15 to 30 Years
Zeeland, MI	1,057	490	1,136	—	—	490	1,136	1,626	(88	)	2005	07/17/13	7 to 47 Years

181

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Home Furnishings
	Abilene, TX	(a)	1,316	2,649	—		—		1,316	2,649	3,965	(823	)	2000	05/19/05	15 to 40 Years
	Alpharetta, GA	(d)	2,819	3,139	—		—		2,819	3,139	5,958	(260	)	2000	07/17/13	5 to 43 Years
	Amarillo, TX	4,026	1,481	4,999	—		—		1,481	4,999	6,480	(518	)	2001	07/17/13	9 to 36 Years
	Anderson, SC	(b)	870	1,909	—		—		870	1,909	2,779	(194	)	2006	07/17/13	8 to 40 Years
	Ashland, KY	(a)	775	2,037	—		—		775	2,037	2,812	(688	)	1990	08/27/09	12 to 27 Years
	Ashland, KY	(a)	629	754	—		—		629	754	1,383	(294	)	1993	08/27/09	12 to 27 Years
	Bensalem, PA	(a)	1,653	3,085	—		—		1,653	3,085	4,738	(1,108	)	1987	01/03/07	15 to 30 Years
	Chicago, IL	14,602	4,893	1,000	(2,352	)	(471	)	2,541	529	3,070	(100	)	2006	07/17/13	10 to 48 Years
	Chillicothe, OH	(a)	499	2,296	—		—		499	2,296	2,795	(770	)	1995	08/27/09	12 to 27 Years
	Collierville, TN	(d)	1,114	6,726	—		—		1,114	6,726	7,840	(712	)	2002	07/17/13	9 to 49 Years
	Columbia, SC	(d)	596	872	—		216		596	1,088	1,684	(98	)	1998	07/17/13	14 to 45 Years
	Douglasville, GA	(d)	2,612	4,840	—		87		2,612	4,927	7,539	(736	)	2006	07/17/13	4 to 39 Years
	Eau Claire, WI	(a)	1,597	6,964	—		—		1,597	6,964	8,561	(2,472	)	2004	04/08/05	15 to 30 Years
	El Paso, TX	(a)	1,536	3,852	—		—		1,536	3,852	5,388	(1,388	)	1973	07/01/05	14 to 30 Years
	Fairless Hills, PA	(a)	3,655	5,271	—		—		3,655	5,271	8,926	(2,000	)	1994	01/03/07	15 to 30 Years
	Fargo, ND	4,800	2,095	8,525	—		—		2,095	8,525	10,620	(753	)	2005	07/17/13	8 to 32 Years
	Glendale, AZ	(d)	1,395	4,242	—		—		1,395	4,242	5,637	(409	)	2001	07/17/13	2 to 45 Years
	Hermantown, MN	(a)	1,881	7,761	—		—		1,881	7,761	9,642	(2,052	)	2003	04/08/05	15 to 40 Years
	Horseheads, NY	(d)	1,376	12,506	—		—		1,376	12,506	13,882	(68	)	2005	10/06/15	15 to 50 Years
	Hurricane, WV	(a)	727	3,005	—		—		727	3,005	3,732	(971	)	1998	08/27/09	12 to 27 Years
	Independence, MO	(b)	2,157	2,597	—		—		2,157	2,597	4,754	(448	)	1999	07/17/13	7 to 21 Years
	Johnson City, NY	(d)	1,459	10,433	—		—		1,459	10,433	11,892	(73	)	1978	10/06/15	15 to 40 Years
	Kentwood, MI	(d)	1,145	4,085	—		—		1,145	4,085	5,230	(320	)	1987	07/17/13	4 to 38 Years
	Maple Shade, NJ	(d)	1,942	3,792	—		—		1,942	3,792	5,734	(641	)	1998	07/17/13	5 to 25 Years
	Morrisville, PA	(a)	1,345	8,288	—		—		1,345	8,288	9,633	(2,464	)	2004	01/03/07	15 to 40 Years
	Newington, CT	(b)	1,778	4,496	—		—		1,778	4,496	6,274	(326	)	2006	07/17/13	8 to 45 Years
	Parkersburg, WV	(a)	1,800	3,183	—		—		1,800	3,183	4,983	(1,196	)	1976	08/27/09	12 to 27 Years
	Portsmouth, OH	(a)	561	1,563	—		—		561	1,563	2,124	(550	)	1988	08/27/09	12 to 27 Years
	Reading, PA	4,257	449	3,222	—		—		449	3,222	3,671	(200	)	1998	07/17/13	8 to 40 Years
	South Point, OH	(a)	848	2,948	—		—		848	2,948	3,796	(975	)	1990	08/27/09	12 to 27 Years
	St. Louis, MO	(a)	785	1,023	—		—		785	1,023	1,808	(80	)	1996	08/30/13	15 to 40 Years
	Staunton, VA	(d)	578	2,062	—		276		578	2,338	2,916	(380	)	1988	07/17/13	5 to 20 Years



Education
	Alpena, MI	(a)	236	2,051	—		—		236	2,051	2,287	(1,046	)	1936	03/17/06	13 to 20 Years
	Arlington, TX	(a)	365	532	—		—		365	532	897	(89	)	2006	07/17/13	10 to 33 Years
	Barrington, IL	(a)	1,180	5,939	—		—		1,180	5,939	7,119	(274	)	2008	05/30/14	15 to 40 Years
	Chicago, IL	(a)	5,057	5,939	—		—		5,057	5,939	10,996	(255	)	2009	05/30/14	15 to 40 Years
	Columbus, GA	(d)	342	1,096	—		—		342	1,096	1,438	—		2015	12/22/15	15 to 40 Years
	Columbus, OH	(a)	417	5,100	—		849		417	5,949	6,366	(2,006	)	1980	03/17/06	13 to 30 Years
	Columbus, OH	(a)	1,069	3,363	330		1,340		1,399	4,703	6,102	(2,305	)	2004	03/17/06	13 to 20 Years
	Cuyahoga Falls, OH	(a)	279	727	—		—		279	727	1,006	(112	)	1974	07/17/13	8 to 25 Years
	Denton, TX	(d)	627	1,909	—		—		627	1,909	2,536	(34	)	2000	07/17/15	15 to 30 Years
	Duluth, GA	(a)	2,289	4,274	—		—		2,289	4,274	6,563	(1,520	)	2007	12/23/08	13 to 48 Years
	Evans, GA	(d)	508	640	—		—		508	640	1,148	(34	)	2003	11/14/14	15 to 30 Years
	Forth Worth, TX	(d)	392	871	—		—		392	871	1,263	(19	)	2006	07/17/15	15 to 30 Years
	Ft. Walton Beach, FL	(d)	200	491	—		—		200	491	691	(17	)	1977	02/27/15	15 to 30 Years
	Grand Chute, WI	(b)	1,524	1,666	(659	)	(776	)	865	890	1,755	(623	)	2005	07/18/05	15 to 50 Years
	Grand Prairie, TX	(d)	1,057	2,350	—		—		1,057	2,350	3,407	(48	)	2007	07/17/15	15 to 30 Years
	Grand Rapids, MI	(d)	393	1,363	—		—		393	1,363	1,756	(47	)	2001	03/20/15	5 to 30 Years
	Hampton, GA	(d)	391	460	—		—		391	460	851	—		2005	12/22/15	15 to 30 Years
	Henderson, NV	(d)	2,757	6,113	—		—		2,757	6,113	8,870	(356	)	2010	05/16/14	15 to 40 Years
	Hendersonville, NC	(a)	692	2,469	—		—		692	2,469	3,161	(1,014	)	1956	12/07/05	14 to 30 Years
	High Point, NC	(d)	206	978	—		—		206	978	1,184	—		1981	12/22/15	15 to 30 Years
	Humble, TX	(d)	2,108	7,208	—		—		2,108	7,208	9,316	(560	)	2012	12/10/13	15 to 40 Years
	Lake Mary, FL	(d)	1,209	1,733	—		—		1,209	1,733	2,942	(94	)	2005	09/19/14	15 to 40 Years
	Leawood, KS	(a)	1,854	3,914	—		—		1,854	3,914	5,768	(1,491	)	1999	09/29/05	15 to 30 Years
	Lone Tree, CO	(a)	2,020	3,748	—		—		2,020	3,748	5,768	(1,371	)	1999	09/29/05	15 to 30 Years
	Manchester Center, VT	(a)	1,198	4,688	—		—		1,198	4,688	5,886	(1,514	)	1935	12/07/05	14 to 40 Years
	Mesquite, TX	(d)	2,534	1,780	—		—		2,534	1,780	4,314	(337	)	1996	07/17/13	8 to 23 Years
	Modesto, CA	(a)	386	664	—		—		386	664	1,050	(100	)	1986	07/17/13	9 to 22 Years
	Morrisville, NC	(d)	544	1,377	—		—		544	1,377	1,921	(44	)	2010	02/19/15	15 to 40 Years
	Mt. Laurel, NJ	(a)	1,404	5,655	—		—		1,404	5,655	7,059	(1,253	)	2007	05/01/09	13 to 48 Years
	Nashville, TN	(d)	2,461	1,427	—		—		2,461	1,427	3,888	(39	)	1976	03/27/15	15 to 40 Years
	Norcross, GA	(d)	831	624	—		—		831	624	1,455	(32	)	1985	03/30/15	15 to 20 Years
	Oklahoma City, OK	(a)	290	341	—		—		290	341	631	(63	)	1985	07/17/13	11 to 19 Years



Orlando, FL	(d)	1,925	2,529	—		—		1,925	2,529	4,454	(123	)	2007	09/19/14	15 to 40 Years
Phoenix, AZ	(b)	4,025	24,772	(1,356	)	(7,367	)	2,669	17,405	20,074	(5,507	)	2002	05/16/05	15 to 40 Years
Phoenix, AZ	(b)	2,381	9,051	(896	)	(3,040	)	1,485	6,011	7,496	(2,122	)	2002	05/16/05	15 to 40 Years
Phoenix, AZ	(a)	1,912	1,673	—		138		1,912	1,811	3,723	(673	)	1978	07/01/05	3 to 30 Years
Phoenix, AZ	(a)	1,840	3,582	266		22		2,106	3,604	5,710	(1,125	)	1975	07/01/05	3 to 40 Years
Pittsburgh, PA	(a)	457	693	—		—		457	693	1,150	(160	)	1985	07/17/13	5 to 15 Years
Prineville, OR	(a)	571	4,457	—		—		571	4,457	5,028	(1,679	)	1940	12/22/05	15 to 30 Years
Rochester, NY	(a)	242	539	—		—		242	539	781	(71	)	1981	07/17/13	8 to 28 Years
Romeoville, IL	(a)	1,684	5,676	—		—		1,684	5,676	7,360	(1,144	)	2008	11/07/08	14 to 49 Years
Sanford, FL	(d)	1,028	1,310	—		—		1,028	1,310	2,338	(78	)	2003	09/19/14	15 to 40 Years
Sanford, NC	(d)	200	611	—		—		200	611	811	(21	)	2002	02/27/15	15 to 30 Years
Stockbridge, GA	(d)	533	1,236	—		(16	)	533	1,220	1,753	(65	)	2000	10/31/14	15 to 30 Years
The Woodlands, TX	(d)	2,039	7,154	—		—		2,039	7,154	9,193	(571	)	2011	09/25/13	15 to 40 Years
Tucson, AZ	(a)	983	3,782	(7	)	(205	)	976	3,577	4,553	(951	)	1977	07/01/05	15 to 40 Years
Warner Robins, GA	(d)	431	620	—		—		431	620	1,051	(31	)	1995	02/27/15	15 to 20 Years
Warrenville, IL	(a)	2,542	3,813	—		—		2,542	3,813	6,355	(1,520	)	1999	09/29/05	15 to 30 Years
Westmont, IL	(a)	1,375	5,087	—		—		1,375	5,087	6,462	(1,280	)	2003	12/28/05	15 to 40 Years
Windermere, FL	(d)	2,912	2,670	—		—		2,912	2,670	5,582	(140	)	2011	09/19/14	15 to 40 Years
Winter Springs, FL	(d)	534	746	—		—		534	746	1,280	(52	)	1987	09/19/14	15 to 30 Years



Apparel
	Canton, MA	(d)	28,693	27,813	—	—	28,693	27,813	56,506	(8,388	)	1962	02/01/06	15 to 30 Years
	Fairview Heights, IL	35,432	8,637	23,418	—	223	8,637	23,641	32,278	(2,893	)	1999	07/17/13	5 to 39 Years
	Grand Forks, ND	(d)	1,516	10,008	—	—	1,516	10,008	11,524	(695	)	2006	07/17/13	9 to 46 Years
	Lake Zurich, IL	9,075	4,860	6,935	—	—	4,860	6,935	11,795	(901	)	2000	07/17/13	7 to 32 Years
	Lenexa, KS	(d)	919	2,476	—	—	919	2,476	3,395	(193	)	2005	07/17/13	2 to 47 Years
	Olathe, KS	(b)	3,505	5,847	—	322	3,505	6,169	9,674	(707	)	1995	07/17/13	9 to 35 Years
	Sherwood, AR	(d)	2,300	5,995	—	—	2,300	5,995	8,295	(266	)	2003	02/23/15	8 to 30 Years
	Tilton, NH	(b)	3,959	—	—	—	3,959	—	3,959	—		(f)	07/17/13	(f)
	Tilton, NH	(b)	7,420	19,608	—	—	7,420	19,608	27,028	(3,016	)	1998	07/17/13	8 to 25 Years
	Topeka, KS	2,000	542	2,251	—	—	542	2,251	2,793	(155	)	2006	07/17/13	3 to 48 Years
	Victoria, TX	8,288	2,631	7,710	—	20	2,631	7,730	10,361	(867	)	2006	07/17/13	3 to 43 Years
	Voorhees, NJ	(a)	2,027	6,776	—	—	2,027	6,776	8,803	(1,265	)	1970	07/17/13	5 to 20 Years
	Wichita, KS	(b)	2,163	7,036	—	—	2,163	7,036	9,199	(717	)	1996	07/17/13	8 to 36 Years

182

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Entertainment
	Addison, IL	5,600	4,690	6,692	—		—	4,690	6,692	11,382	(1,145	)	1995	07/17/13	7 to 24 Years
	Augusta, GA	(d)	1,082	1,488	—		—	1,082	1,488	2,570	(34	)	1998	09/30/15	10 to 20 Years
	Austin, TX	(d)	4,425	8,142	—		—	4,425	8,142	12,567	(2,435	)	2005	09/30/05	15 to 40 Years
	Baton Rouge, LA	(d)	1,076	2,289	—		—	1,076	2,289	3,365	(14	)	2015	11/13/15	10 to 40 Years
	Beaverton, OR	(a)	5,608	8,733	—		—	5,608	8,733	14,341	(422	)	2010	06/30/14	15 to 40 Years
	Brentwood, TN	(d)	2,292	2,273	—		—	2,292	2,273	4,565	(40	)	1970	09/30/15	9 to 20 Years
	Conroe, TX	(d)	2,886	5,763	—		—	2,886	5,763	8,649	(1,624	)	2004	09/30/05	15 to 40 Years
	Flowood, MS	(d)	900	1,137	—		—	900	1,137	2,037	(13	)	1995	11/13/15	9 to 20 Years
	Fort Worth, TX	(d)	2,468	5,418	—		—	2,468	5,418	7,886	(1,538	)	2003	09/30/05	15 to 40 Years
	Grapevine, TX	(d)	2,554	5,377	—		—	2,554	5,377	7,931	(1,542	)	2000	09/30/05	15 to 40 Years
	Knoxville, TN	(d)	1,509	2,016	—		—	1,509	2,016	3,525	(5	)	1987	12/10/15	15 to 40 Years
	Las Vegas, NV	40,820	3,225	30,483	—		—	3,225	30,483	33,708	(1,772	)	2007	07/17/13	13 to 55 Years
	Lewisville, TX	(d)	2,130	4,630	—		—	2,130	4,630	6,760	(1,333	)	1998	09/30/05	15 to 40 Years
	Louisville, KY	(d)	2,205	3,551	—		—	2,205	3,551	5,756	(40	)	1995	11/02/15	9 to 20 Years
	Marietta, GA	(a)	3,908	8,630	(74	)	—	3,834	8,630	12,464	(3,015	)	1992	07/01/05	15 to 30 Years
	Pflugerville, TX	(a)	6,182	1,349	—		—	6,182	1,349	7,531	(146	)	2003	08/29/14	15 to 30 Years
	Plano, TX	(d)	3,225	6,302	—		—	3,225	6,302	9,527	(1,760	)	2001	09/30/05	15 to 40 Years
	Rogers, AR	(d)	635	2,376	—		—	635	2,376	3,011	(25	)	2014	09/30/15	9 to 40 Years
	Vancouver, WA	(a)	2,077	9,395	—		—	2,077	9,395	11,472	(398	)	2006	06/30/14	15 to 40 Years
	Wilmington, NC	(d)	837	1,429	—		—	837	1,429	2,266	(27	)	2006	09/30/15	9 to 20 Years

183

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Automotive Dealers
	Caldwell, TX	(a)	1,775	1,725	—	—	1,775	1,725	3,500	(849	)	2000	04/29/11	11 to 36 Years
	Conroe, TX	(a)	4,338	448	955	145	5,293	593	5,886	(1,488	)	2005	09/01/09	12 to 47 Years
	Denver, CO	(d)	4,124	4,229	—	—	4,124	4,229	8,353	(48	)	1980	08/21/15	15 to 40 Years
	Gettysburg, PA	(a)	1,385	3,259	—	—	1,385	3,259	4,644	(1,301	)	2005	02/16/07	5 to 30 Years
	Gladstone, MO	(d)	1,100	774	—	—	1,100	774	1,874	(41	)	2005	03/11/15	4 to 40 Years
	Greenville, SC	(a)	2,561	1,526	—	—	2,561	1,526	4,087	(1,166	)	1999	12/28/05	15 to 30 Years
	Greenville, SC	13,892	9,731	11,625	—	—	9,731	11,625	21,356	(1,259	)	1999	07/17/13	3 to 40 Years
	Huntsville, AL	(a)	778	1,686	—	—	778	1,686	2,464	(624	)	1997	07/01/05	15 to 30 Years
	Independence, MO	(d)	1,058	1,297	—	—	1,058	1,297	2,355	(167	)	1968	11/25/14	4 to 15 Years
	Irving, TX	(a)	7,348	970	—	—	7,348	970	8,318	(2,030	)	1960	09/01/09	12 to 27 Years
	Irving, TX	(a)	931	268	—	—	931	268	1,199	(154	)	1965	09/01/09	12 to 17 Years
	Jacksonville, FL	(d)	6,155	10,957	—	—	6,155	10,957	17,112	(2,408	)	2005	06/30/05	15 to 40 Years
	Jacksonville, FL	(a)	3,170	938	—	—	3,170	938	4,108	(525	)	1989	12/28/05	15 to 30 Years
	Kansas City, MO	(d)	1,310	1,824	—	—	1,310	1,824	3,134	—		2001	12/18/15	15 to 20 Years
	Kansas City, MO	(d)	620	1,280	—	—	620	1,280	1,900	—		1978	12/31/15	15 to 20 Years
	Kennesaw, GA	(a)	3,931	5,334	—	—	3,931	5,334	9,265	(1,059	)	1995	02/16/12	15 to 30 Years
	Midlothian, VA	(d)	4,775	6,056	—	—	4,775	6,056	10,831	(1,319	)	2004	06/30/05	15 to 40 Years
	Ontario, CA	(d)	7,981	6,937	—	—	7,981	6,937	14,918	(1,500	)	2005	06/30/05	15 to 40 Years
	Pineville, NC	(b)	4,865	1,902	—	—	4,865	1,902	6,767	(329	)	2002	07/17/13	10 to 30 Years
	Plano, TX	(d)	3,064	2,707	—	—	3,064	2,707	5,771	(1,267	)	1992	06/29/07	5 to 30 Years
	Pompano Beach, FL	(d)	6,153	5,010	—	—	6,153	5,010	11,163	(1,095	)	2004	06/30/05	15 to 40 Years
	Raleigh, NC	(a)	4,163	4,017	—	—	4,163	4,017	8,180	(851	)	1994	07/17/13	4 to 25 Years
	Saukville, WI	(a)	2,061	4,794	—	—	2,061	4,794	6,855	(265	)	2014	09/30/14	15 to 40 Years
	Tulsa, OK	(a)	1,225	373	—	—	1,225	373	1,598	(602	)	1999	12/28/05	15 to 20 Years
	Wentzville, MO	(d)	2,040	5,133	—	—	2,040	5,133	7,173	—		2015	03/27/15	40 to 40 Years

184

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Home Improvement
	Bedford Park, IL	(b)	10,242	11,839	—	—	10,242	11,839	22,081	(1,948	)	1993	07/17/13	7 to 20 Years
	Blaine, MN	3,185	1,728	3,437	—	—	1,728	3,437	5,165	(287	)	2006	07/17/13	8 to 43 Years
	Bridgeton, MO	(d)	11,464	9,907	—	—	11,464	9,907	21,371	(1,805	)	1991	07/17/13	7 to 25 Years
	Broadview, IL	31,500	12,392	32,193	—	154	12,392	32,347	44,739	(4,287	)	1994	07/17/13	2 to 30 Years
	Chester, NY	(d)	6,432	—	—	—	6,432	—	6,432	—		(f)	07/17/13	(f)
	Cincinnati, OH	13,800	6,086	10,984	—	—	6,086	10,984	17,070	(1,464	)	1998	07/17/13	4 to 28 Years
	Colma, CA	19,182	21,065	13,597	—	—	21,065	13,597	34,662	(1,306	)	1995	07/17/13	2 to 33 Years
	Enterprise, AL	(d)	1,924	5,083	—	260	1,924	5,343	7,267	(864	)	1995	07/17/13	1 to 27 Years
	Lakewood, CO	6,509	3,822	—	—	—	3,822	—	3,822	—		(f)	07/17/13	(f)
	Lubbock, TX	(b)	2,644	10,009	—	481	2,644	10,490	13,134	(1,107	)	1996	07/17/13	9 to 36 Years
	Midland, TX	(b)	5,826	6,633	—	366	5,826	6,999	12,825	(850	)	1996	07/17/13	2 to 35 Years
	Tilton, NH	(b)	13,185	—	—	—	13,185	—	13,185	—		(f)	07/17/13	(f)



Consumer Electronics
	Beaumont, TX	8,592	778	9,297	—		—		778	9,297	10,075	(1,259	)	1971	07/17/13	3 to 25 Years
	Fayetteville, NC	(b)	1,560	6,893	—		—		1,560	6,893	8,453	(552	)	1999	07/17/13	6 to 41 Years
	Great Falls, MT	(a)	1,486	3,856	—		—		1,486	3,856	5,342	(1,131	)	2004	07/01/05	13 to 40 Years
	Greensboro, NC	(b)	2,776	3,990	—		—		2,776	3,990	6,766	(312	)	2007	07/17/13	10 to 47 Years
	Grove City, OH	(b)	2,050	3,288	—		—		2,050	3,288	5,338	(303	)	2008	07/17/13	9 to 38 Years
	Kansas City, KS	(d)	1,932	5,629	—		—		1,932	5,629	7,561	(457	)	2009	07/17/13	6 to 43 Years
	Las Cruces, NM	(d)	1,328	2,616	—		—		1,328	2,616	3,944	(229	)	2002	07/17/13	8 to 41 Years
	Mt Juliet, TN	(d)	2,049	4,604	—		—		2,049	4,604	6,653	(363	)	2008	07/17/13	10 to 45 Years
	Roswell, NM	(a)	1,002	3,177	—		—		1,002	3,177	4,179	(759	)	2004	07/01/05	14 to 50 Years
	Salt Lake City, UT	18,000	4,955	18,250	(3,205	)	(11,979	)	1,750	6,271	8,021	(1,456	)	1989	07/17/13	3 to 40 Years
	Santa Clara, CA	(d)	2,873	8,252	—		—		2,873	8,252	11,125	(631	)	2002	07/17/13	5 to 48 Years
	Wichita, KS	(d)	3,368	6,312	—		—		3,368	6,312	9,680	(740	)	1984	07/17/13	7 to 29 Years



Specialty Retail
	Algonquin, IL	(a)	4,171	5,613	—	—	4,171	5,613	9,784	(1,567	)	2007	04/30/09	13 to 38 Years
	Alpharetta, GA	(a)	2,497	2,160	—	—	2,497	2,160	4,657	(1,014	)	1994	07/01/05	15 to 30 Years
	Alpharetta, GA	(a)	4,079	1,948	—	—	4,079	1,948	6,027	(1,279	)	1983	07/01/05	15 to 20 Years
	Atlanta, GA	(a)	4,863	815	—	—	4,863	815	5,678	(634	)	1970	07/01/05	15 to 20 Years
	Aurora, IL	(a)	1,979	4,111	—	—	1,979	4,111	6,090	(1,348	)	1989	04/30/09	13 to 28 Years
	Avon, OH	(a)	1,550	2,749	—	—	1,550	2,749	4,299	(800	)	2007	04/30/09	13 to 38 Years
	Batavia, IL	(a)	1,857	3,441	—	—	1,857	3,441	5,298	(1,199	)	2001	04/30/09	13 to 28 Years
	Caldwell, ID	(d)	470	1,739	—	—	470	1,739	2,209	(19	)	2009	07/31/15	15 to 50 Years
	Davenport, IA	(a)	2,823	4,475	—	—	2,823	4,475	7,298	(1,384	)	2007	04/30/09	13 to 38 Years
	Downers Grove, IL	(a)	1,772	2,227	—	—	1,772	2,227	3,999	(842	)	1994	04/30/09	13 to 28 Years
	Gurnee, IL	(a)	767	1,632	—	—	767	1,632	2,399	(624	)	1999	04/30/09	13 to 28 Years
	Joliet, IL	(a)	1,700	5,698	—	—	1,700	5,698	7,398	(1,476	)	2004	04/30/09	13 to 38 Years
	Loves Park, IL	(a)	1,551	6,447	—	—	1,551	6,447	7,998	(1,605	)	2004	04/30/09	13 to 38 Years
	Marietta, GA	(a)	4,675	854	—	—	4,675	854	5,529	(659	)	1996	07/01/05	15 to 30 Years
	Marietta, GA	(a)	2,610	865	—	—	2,610	865	3,475	(634	)	1977	07/01/05	15 to 20 Years
	Merrillville, IN	(a)	1,324	3,975	—	—	1,324	3,975	5,299	(1,401	)	1986	04/30/09	13 to 28 Years
	Mundelein, IL	(a)	1,991	4,308	—	—	1,991	4,308	6,299	(1,469	)	2002	04/30/09	13 to 28 Years
	Peoria, IL	(a)	2,497	4,401	—	—	2,497	4,401	6,898	(1,315	)	2004	04/30/09	13 to 38 Years
	Rapid City, SD	4,393	575	2,568	—	—	575	2,568	3,143	(231	)	2001	07/17/13	2 to 45 Years
	Schaumburg, IL	(a)	2,067	2,632	—	—	2,067	2,632	4,699	(935	)	2002	04/30/09	13 to 28 Years
	Spokane, WA	(d)	970	1,945	—	—	970	1,945	2,915	(24	)	1994	07/31/15	15 to 40 Years
	Tinley Park, IL	(a)	1,108	2,091	—	—	1,108	2,091	3,199	(697	)	1990	04/30/09	13 to 28 Years



Distribution
	Arlington, WA	10,200	1,860	10,402	—	—	1,860	10,402	12,262	(341	)	2002	11/21/2014	7 to 40 Years
	Baton Rouge, LA	(b)	2,898	8,024	—	—	2,898	8,024	10,922	(749	)	2008	7/17/2013	9 to 43 Years
	Edwardsville, KS	12,880	12,780	13,501	—	—	12,780	13,501	26,281	(2,622	)	1999	7/17/2013	9 to 29 Years
	Hickory, NC	(d)	1,356	5,406	—	—	1,356	5,406	6,762	(171	)	2006	5/11/2015	10 to 30 Years
	Huntsville, AL	(b)	5,115	6,701	—	—	5,115	6,701	11,816	(1,123	)	2008	7/17/2013	10 to 38 Years
	Mishawaka, IN	(d)	1,124	2,786	359	—	1,483	2,786	4,269	(478	)	1993	7/17/2013	1 to 34 Years
	Peoria, IL	2,080	953	1,916	—	13	953	1,929	2,882	(282	)	1996	7/17/2013	3 to 30 Years
	Riverside, CA	(a)	1,203	6,254	—	—	1,203	6,254	7,457	(1,522	)	2004	7/1/2005	14 to 40 Years
	Rockford, IL	(d)	1,407	3,708	—	—	1,407	3,708	5,115	(483	)	1994	7/17/2013	2 to 33 Years
	South Windsor, CT	(d)	1,590	6,774	—	—	1,590	6,774	8,364	(251	)	1982	5/5/2015	7 to 20 Years
	Tavares, FL	(a)	1,075	5,098	—	—	1,075	5,098	6,173	(1,461	)	2004	7/1/2005	14 to 40 Years
	Walker, MI	(b)	2,287	4,469	—	33	2,287	4,502	6,789	(630	)	2001	7/17/2013	4 to 34 Years

185

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Manufacturing
	Annapolis Junction, MD	(a)	2,245	1,105	(1,535	)	(547	)	710	558	1,268	(208	)	1930	09/29/06	15 to 30 Years
	Avila, IN	(d)	642	4,958	—		—		642	4,958	5,600	(190	)	1990	12/17/14	15 to 30 Years
	Byron, IL	(a)	734	4,334	—		—		734	4,334	5,068	(2,007	)	1965	12/29/06	10 to 20 Years
	Dublin, VA	(a)	491	1,401	—		—		491	1,401	1,892	(750	)	1985	12/11/06	15 to 20 Years
	Edon, OH	(d)	642	2,649	—		—		642	2,649	3,291	(1,265	)	1953	02/21/07	14 to 20 Years
	Elk Grove Village, IL	(b)	3,001	5,264	(1,604	)	(2,492	)	1,397	2,772	4,169	(1,216	)	1970	12/28/06	9 to 30 Years
	Fremont, IN	(a)	427	2,176	—		—		427	2,176	2,603	(737	)	1960	02/21/07	14 to 30 Years
	Houston, TX	(d)	2,420	15,723	—		—		2,420	15,723	18,143	(1,720	)	1983	07/17/13	2 to 35 Years
	Lenexa, KS	(b)	1,463	5,110	(15	)	(192	)	1,448	4,918	6,366	(1,901	)	1985	12/28/06	5 to 30 Years
	Loudon, TN	(d)	1,188	4,904	—		—		1,188	4,904	6,092	(1,712	)	1992	03/31/08	15 to 30 Years
	Merced, CA	(d)	3,456	9,007	—		—		3,456	9,007	12,463	(2,695	)	1998	03/31/08	15 to 30 Years
	Meridian, CT	(d)	1,766	7,848	—		—		1,766	7,848	9,614	(318	)	1997	12/17/14	15 to 30 Years
	Minerva, OH	(d)	649	3,920	(217	)	(770	)	432	3,150	3,582	(1,595	)	1919	02/21/07	8 to 20 Years
	New Castle, PA	(d)	1,084	5,507	—		—		1,084	5,507	6,591	(680	)	1999	07/17/13	8 to 26 Years
	Pulaski, VA	(a)	333	1,536	—		—		333	1,536	1,869	(777	)	1967	12/11/06	15 to 20 Years
	Royal Oak, MI	(a)	3,426	7,071	—		—		3,426	7,071	10,497	(2,303	)	1952	03/10/06	15 to 30 Years
	Scottdale, PA	(b)	607	11,008	(203	)	(2,239	)	404	8,769	9,173	(4,673	)	1959	12/28/06	14 to 20 Years
	Sidney, OH	(a)	921	4,177	—		—		921	4,177	5,098	(2,040	)	1987	12/22/05	12 to 20 Years
	Troy, MI	(a)	1,128	947	—		—		1,128	947	2,075	(314	)	1952	03/10/06	15 to 30 Years
	Winston-Salem, NC	(b)	927	3,455	—		—		927	3,455	4,382	(422	)	1987	07/17/13	5 to 40 Years



Dollar Stores
	Adair, OK	(b)	264	855	—	—	264	855	1,119	(60	)	2012	10/29/13	13 to 40 Years
	Alpena, AR	(d)	359	600	—	—	359	600	959	(32	)	2014	12/15/14	14 to 40 Years
	Altus, OK	(b)	315	918	—	—	315	918	1,233	(62	)	2012	10/29/13	13 to 40 Years
	Anderson, IN	(d)	359	781	—	—	359	781	1,140	(24	)	2015	03/20/15	14 to 40 Years
	Ardmore, TN	1,804	950	1,847	—	—	950	1,847	2,797	(215	)	2005	07/17/13	8 to 40 Years
	Atoka, OK	(b)	466	1,304	—	—	466	1,304	1,770	(89	)	2012	10/29/13	13 to 40 Years
	Avoca, AR	(d)	247	642	—	—	247	642	889	(29	)	2014	12/15/14	14 to 40 Years
	Aztec, NM	(d)	548	623	—	—	548	623	1,171	(23	)	2014	03/31/15	14 to 40 Years
	Bald Knob, AR	(a)	328	327	—	—	328	327	655	(66	)	1971	03/31/14	1 to 15 Years
	Bentonia, MS	(a)	227	745	—	—	227	745	972	(14	)	2014	06/22/15	13 to 40 Years
	Birch Tree, MO	(d)	252	659	—	—	252	659	911	(24	)	2014	03/31/15	14 to 40 Years
	Bloomfield, NM	(d)	409	663	—	—	409	663	1,072	(19	)	2015	05/14/15	14 to 40 Years
	Bogue Chitto, MS	(a)	270	808	—	—	270	808	1,078	(16	)	2013	06/22/15	13 to 40 Years
	Buckatunna, MS	(d)	199	798	—	—	199	798	997	(8	)	2014	09/24/15	13 to 40 Years
	Bulls Gap, TN	(d)	467	761	—	—	467	761	1,228	(23	)	2014	03/20/15	14 to 40 Years

186

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Byng, OK	(a)	205	646	—	—	205	646	851	(12	)	2015	07/14/15	14 to 40 Years
Cabot, AR	(a)	132	404	—	—	132	404	536	(73	)	1970	03/31/14	1 to 15 Years
Cameron, OK	(d)	312	710	—	—	312	710	1,022	(27	)	2014	12/15/14	14 to 40 Years
Center Ridge, AR	(d)	313	595	—	—	313	595	908	(32	)	2014	12/15/14	14 to 40 Years
Centre, AL	(b)	233	767	—	—	233	767	1,000	(58	)	2011	09/17/13	12 to 40 Years
Claremore, OK	(b)	243	928	—	—	243	928	1,171	(63	)	2012	10/29/13	13 to 40 Years
Clear Lake, IA	(d)	374	760	—	—	374	760	1,134	(21	)	2015	05/14/15	14 to 40 Years
Clovis, NM	(d)	311	659	—	—	311	659	970	(18	)	2015	05/14/15	14 to 40 Years
Cowarts, AL	(b)	396	836	—	—	396	836	1,232	(62	)	2011	09/17/13	12 to 40 Years
Creal Springs, IL	(d)	261	653	—	—	261	653	914	(20	)	2014	04/27/15	14 to 40 Years
Crossville, TN	1,950	1,041	1,871	—	—	1,041	1,871	2,912	(213	)	2006	07/17/13	7 to 40 Years
Crossville, TN	(b)	264	849	—	—	264	849	1,113	(62	)	2011	09/17/13	12 to 40 Years
Crystal City, TX	(b)	295	939	—	—	295	939	1,234	(63	)	2012	10/29/13	13 to 40 Years
De Soto, KS	(b)	301	1,049	—	—	301	1,049	1,350	(84	)	2012	10/29/13	13 to 40 Years
Des Moines, IA	(d)	354	807	—	—	354	807	1,161	(26	)	2014	03/20/15	8 to 40 Years
Drexel, MO	(d)	184	727	—	—	184	727	911	(19	)	2015	05/14/15	14 to 40 Years
Duluth, MN	(d)	422	869	—	—	422	869	1,291	(24	)	2015	05/12/15	9 to 40 Years
Eastaboga, AL	(b)	223	937	—	—	223	937	1,160	(67	)	2011	09/17/13	12 to 40 Years
Emporia, KS	(b)	292	1,176	—	—	292	1,176	1,468	(85	)	2012	10/29/13	13 to 40 Years
Enterprise, AL	(b)	255	803	—	—	255	803	1,058	(58	)	2011	09/17/13	12 to 40 Years
Evart, MI	(d)	306	703	—	—	306	703	1,009	(22	)	2014	03/20/15	14 to 40 Years
Fruita, CO	(b)	255	1,025	—	—	255	1,025	1,280	(72	)	2012	10/29/13	13 to 40 Years
Gore, OK	(b)	182	924	—	—	182	924	1,106	(67	)	2012	10/29/13	13 to 40 Years
Hill City, KS	(b)	243	815	—	—	243	815	1,058	(67	)	2012	10/29/13	13 to 40 Years
Hobart, OK	(b)	230	910	—	—	230	910	1,140	(67	)	2012	10/29/13	13 to 40 Years
Hobbs, NM	(b)	405	949	—	—	405	949	1,354	(77	)	2012	10/29/13	13 to 40 Years
Hurley, MS	(a)	412	1,084	—	—	412	1,084	1,496	(21	)	2013	06/22/15	13 to 40 Years
Jasper, AL	(b)	365	1,052	—	—	365	1,052	1,417	(76	)	2011	09/17/13	12 to 40 Years
Keota, OK	(d)	215	687	—	—	215	687	902	(29	)	2014	12/15/14	14 to 40 Years
Ketchum, OK	(b)	297	760	—	—	297	760	1,057	(66	)	2012	10/29/13	13 to 40 Years
Kinross/Kincheloe, MI	(d)	317	626	—	—	317	626	943	(23	)	2014	03/20/15	14 to 40 Years
La Cygne, KS	(b)	120	833	—	—	120	833	953	(59	)	2012	10/29/13	13 to 40 Years
La Plata, MO	(d)	283	653	—	—	283	653	936	(20	)	2014	04/27/15	14 to 40 Years
Lakeview, IA	(d)	251	567	—	—	251	567	818	(17	)	2015	04/27/15	14 to 40 Years
Las Cruces, NM	(b)	452	900	—	—	452	900	1,352	(71	)	2012	10/29/13	13 to 40 Years
Laurel, MS	(a)	432	705	—	—	432	705	1,137	(16	)	2012	06/22/15	11 to 40 Years
Livingston, TN	1,856	1,073	1,889	—	—	1,073	1,889	2,962	(235	)	2006	07/17/13	7 to 40 Years
Los Lunas, NM	(d)	282	740	—	—	282	740	1,022	(23	)	2015	05/14/15	14 to 40 Years
Maben, MS	(d)	263	734	—	—	263	734	997	(8	)	2014	09/24/15	13 to 40 Years

187

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Mansfield, OH	(d)	288	824	—	—	288	824	1,112	(21	)	2014	04/28/15	9 to 40 Years
Meridian, MS	(d)	211	934	—	—	211	934	1,145	(9	)	2014	09/24/15	14 to 40 Years
Mesa, AZ	(d)	734	—	102	632	836	632	1,468	(15	)	1955	11/13/14	10 to 50 Years
Nashville, AR	(d)	519	697	—	—	519	697	1,216	(80	)	1995	03/31/14	1 to 20 Years
Okay, OK	(b)	200	901	—	—	200	901	1,101	(64	)	2012	10/29/13	13 to 40 Years
Oppelo, AR	(a)	354	553	—	—	354	553	907	(14	)	2015	07/14/15	14 to 40 Years
Ord, NE	(b)	222	1,010	—	—	222	1,010	1,232	(73	)	2012	10/29/13	13 to 40 Years
Orrville, AL	(b)	192	826	—	—	192	826	1,018	(66	)	2011	09/17/13	12 to 40 Years
Otter Tail, MN	(d)	338	791	—	—	338	791	1,129	(23	)	2014	03/20/15	14 to 40 Years
Pagosa Springs, CO	(b)	253	1,031	—	—	253	1,031	1,284	(70	)	2012	10/29/13	13 to 40 Years
Pineville, MO	(d)	253	698	—	—	253	698	951	(25	)	2014	03/31/15	14 to 40 Years
Pleasant Hope, MO	(d)	263	650	—	—	263	650	913	(19	)	2014	05/14/15	14 to 40 Years
Quinton, OK	(d)	245	683	—	—	245	683	928	(27	)	2014	12/15/14	14 to 40 Years
Quitman, MS	(a)	395	979	—	—	395	979	1,374	(20	)	2013	06/22/15	13 to 40 Years
Red Oak, OK	(a)	245	675	—	—	245	675	920	(13	)	2015	07/14/15	14 to 40 Years
Rehobeth, AL	(b)	259	774	—	—	259	774	1,033	(56	)	2011	09/17/13	12 to 40 Years
Salem, MO	(d)	410	778	—	—	410	778	1,188	(25	)	2015	04/27/15	14 to 40 Years
Sand Springs, OK	(b)	396	1,039	—	—	396	1,039	1,435	(75	)	2012	10/29/13	13 to 40 Years
Silt, CO	(b)	334	894	—	—	334	894	1,228	(61	)	2012	10/29/13	13 to 40 Years
Spiro, OK	(b)	263	1,099	—	—	263	1,099	1,362	(85	)	2012	10/29/13	13 to 40 Years
Stigler, OK	(b)	610	809	—	—	610	809	1,419	(68	)	2012	10/29/13	13 to 40 Years
Tallassee, AL	(b)	141	895	—	—	141	895	1,036	(60	)	2011	09/17/13	12 to 40 Years
Temple, TX	(b)	414	897	—	—	414	897	1,311	(67	)	2012	10/29/13	13 to 40 Years
Texarkana, AR	(a)	303	201	—	—	303	201	504	(28	)	1988	03/31/14	4 to 20 Years
Topeka, KS	(b)	313	882	—	—	313	882	1,195	(67	)	2012	10/29/13	13 to 40 Years
Tornillo, TX	(b)	255	818	—	—	255	818	1,073	(66	)	2012	10/29/13	13 to 40 Years
Walters, OK	(b)	173	1,042	—	—	173	1,042	1,215	(72	)	2012	10/29/13	13 to 40 Years
Western Grove, AR	(d)	391	595	—	—	391	595	986	(32	)	2014	12/15/14	14 to 40 Years
Wetumpka, AL	(b)	303	784	—	—	303	784	1,087	(60	)	2011	09/17/13	12 to 40 Years
Wilburton, OK	(d)	522	887	—	—	522	887	1,409	(38	)	2014	12/15/14	14 to 40 Years



Car Washes
	Abilene, TX	(d)	2,733	3,079	—	—	2,733	3,079	5,812	(105	)	1993	04/07/15	15 to 30 Years
	Albuquerque, NM	(a)	2,472	2,117	—	—	2,472	2,117	4,589	(215	)	2005	05/13/14	15 to 30 Years
	Albuquerque, NM	(a)	2,657	3,225	—	—	2,657	3,225	5,882	(335	)	1960	05/13/14	15 to 30 Years
	Albuquerque, NM	(a)	1,179	—	—	—	1,179	—	1,179	—		(f)	05/13/14	(f)

188

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Albuquerque, NM	(a)	1,151	1,677	—	—	1,151	1,677	2,828	(148	)	1976	05/13/14	15 to 30 Years
Albuquerque, NM	(a)	1,563	2,700	—	—	1,563	2,700	4,263	(196	)	1994	05/13/14	15 to 30 Years
Albuquerque, NM	(a)	2,586	2,742	—	—	2,586	2,742	5,328	(234	)	2002	05/13/14	15 to 30 Years
Arlington, TN	(d)	868	1,487	—	—	868	1,487	2,355	(17	)	2010	09/30/15	15 to 30 Years
Boise, ID	(a)	2,155	2,488	—	—	2,155	2,488	4,643	(401	)	2004	05/15/13	15 to 30 Years
Boise, ID	(a)	217	—	—	—	217	—	217	(5	)	Land Only	05/15/13	15 to 15 Years
Edgewater, MD	(d)	4,720	1,460	—	—	4,720	1,460	6,180	(78	)	2005	01/21/15	15 to 30 Years
Edmond, OK	(d)	644	1,896	—	—	644	1,896	2,540	(19	)	2005	09/30/15	15 to 30 Years
Houston, TX	(a)	1,703	1,221	—	—	1,703	1,221	2,924	(130	)	1991	06/18/14	15 to 30 Years
Madison, WI	(d)	564	1,623	—	—	564	1,623	2,187	(31	)	1956	06/30/15	15 to 30 Years
Madison, WI	(d)	612	1,775	—	—	612	1,775	2,387	(40	)	1958	06/30/15	15 to 30 Years
Madison, WI	(d)	905	2,728	—	—	905	2,728	3,633	(56	)	1961	06/30/15	15 to 30 Years
Meridian, ID	(a)	1,924	2,170	—	—	1,924	2,170	4,094	(373	)	2006	05/15/13	15 to 30 Years
Millersville, MD	(d)	2,250	1,635	—	—	2,250	1,635	3,885	(70	)	2007	01/21/15	15 to 30 Years
Nampa, ID	(a)	3,240	2,343	—	—	3,240	2,343	5,583	(435	)	2010	05/15/13	15 to 30 Years
Oklahoma City, OK	(d)	545	1,995	—	—	545	1,995	2,540	(19	)	2005	09/30/15	15 to 30 Years
Oklahoma City, OK	(d)	1,004	1,933	—	—	1,004	1,933	2,937	(21	)	2005	09/30/15	15 to 30 Years
Rockford, IL	(d)	706	2,669	—	—	706	2,669	3,375	(50	)	1959	06/30/15	15 to 30 Years
Round Rock, TX	(d)	1,167	1,549	—	—	1,167	1,549	2,716	(49	)	2009	05/07/15	15 to 30 Years
Sherwood, AR	(d)	1,128	1,388	—	—	1,128	1,388	2,516	(18	)	2010	09/30/15	15 to 30 Years
Siloam Springs, AR	(d)	991	1,884	—	—	991	1,884	2,875	(20	)	2005	09/30/15	15 to 30 Years
Springdale, AR	(d)	521	2,032	—	—	521	2,032	2,553	(20	)	2005	09/30/15	15 to 30 Years
Texarkana, TX	(d)	483	1,400	—	—	483	1,400	1,883	(14	)	2010	09/30/15	15 to 30 Years



Pet Supplies and Service
	Chattanooga, TN	(b)	1,689	2,837	—	—	1,689	2,837	4,526	(243	)	1996	07/17/13	8 to 40 Years
	Daytona Beach, FL	(b)	775	3,880	—	—	775	3,880	4,655	(283	)	1996	07/17/13	8 to 42 Years
	Fredericksburg, VA	(b)	1,783	3,491	—	—	1,783	3,491	5,274	(280	)	1997	07/17/13	8 to 44 Years
	McCarran, NV	21,865	8,333	37,763	—	—	8,333	37,763	46,096	(3,566	)	2008	07/17/13	8 to 40 Years



Wholesale Clubs
	Ft Lauderdale, FL	(d)	6,775	18,649	—	—	6,775	18,649	25,424	(1,571	)	2007	07/17/13	12 to 37 Years
	Haverhill, MA	9,044	3,192	15,353	—	—	3,192	15,353	18,545	(1,494	)	2007	07/17/13	11 to 32 Years
	St. Croix, VI	4,035	2,132	5,992	—	—	2,132	5,992	8,124	(548	)	2005	07/17/13	8 to 37 Years
	Woodstock, GA	(b)	4,383	16,588	—	—	4,383	16,588	20,971	(1,650	)	2001	07/17/13	8 to 33 Years

189

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired



Office Supplies
	Alcoa, TN	(d)	918	3,170	—	—	918	3,170	4,088	(247	)	1999	07/17/13	8 to 40 Years
	Angola, IN	(d)	431	2,488	—	—	431	2,488	2,919	(187	)	2000	07/17/13	1 to 44 Years
	Balcones Heights, TX	(b)	1,888	2,117	—	—	1,888	2,117	4,005	(180	)	2009	07/17/13	11 to 46 Years
	Benton, AR	2,130	1,236	1,926	—	—	1,236	1,926	3,162	(184	)	2001	07/17/13	3 to 38 Years
	Clarksville, IN	2,900	991	3,161	—	—	991	3,161	4,152	(214	)	2006	07/17/13	3 to 48 Years
	Crossville, TN	(d)	668	2,705	—	—	668	2,705	3,373	(205	)	2001	07/17/13	3 to 46 Years
	Dayton, OH	(d)	710	2,417	—	—	710	2,417	3,127	(181	)	2005	07/17/13	8 to 47 Years
	Enterprise, AL	1,850	675	2,239	—	—	675	2,239	2,914	(182	)	2006	07/17/13	8 to 43 Years
	Greenville, MS	(d)	583	2,315	—	—	583	2,315	2,898	(204	)	2000	07/17/13	1 to 35 Years
	Greenville, SC	2,955	742	3,026	—	—	742	3,026	3,768	(190	)	2006	07/17/13	3 to 48 Years
	Guntersville, AL	(d)	1,039	2,535	—	—	1,039	2,535	3,574	(191	)	2001	07/17/13	2 to 46 Years
	Laurel, MS	(d)	401	2,164	—	—	401	2,164	2,565	(193	)	2002	07/17/13	3 to 35 Years
	London, KY	(d)	1,398	2,061	—	—	1,398	2,061	3,459	(175	)	2001	07/17/13	3 to 46 Years
	Moraine, OH	(d)	781	2,649	—	—	781	2,649	3,430	(205	)	2006	07/17/13	2 to 43 Years
	Morrisville, NC	(b)	408	2,732	—	—	408	2,732	3,140	(194	)	2008	07/17/13	11 to 47 Years
	Orangeburg, SC	(d)	621	2,208	—	—	621	2,208	2,829	(169	)	1999	07/17/13	13 to 45 Years
	Oxford, MS	2,295	1,625	1,024	—	—	1,625	1,024	2,649	(134	)	2006	07/17/13	9 to 33 Years
	Peru, IL	(d)	963	2,033	—	—	963	2,033	2,996	(207	)	1998	07/17/13	1 to 35 Years
	Warrensburg, MO	(d)	651	2,261	—	—	651	2,261	2,912	(207	)	2001	07/17/13	3 to 38 Years
	Warsaw, IN	1,846	590	2,504	—	—	590	2,504	3,094	(198	)	1998	07/17/13	11 to 44 Years



Financial Services
	Cross Plains, WI	(d)	1,117	1,479	—	—	1,117	1,479	2,596	(393	)	1988	07/17/13	1 to 22 Years
	Delray Beach, FL	(b)	3,831	16,789	—	—	3,831	16,789	20,620	(1,010	)	1975	07/17/13	8 to 50 Years
	Kennesaw, GA	(d)	3,560	23,583	—	—	3,560	23,583	27,143	(1,618	)	1996	07/17/13	8 to 45 Years
	Yuma, AZ	(b)	2,583	5,221	—	—	2,583	5,221	7,804	(558	)	2007	07/17/13	4 to 46 Years



Other
	Corpus Christi, TX	(d)		1,790		1,267		—			—			1,790		1,267		3,057		(145		)	2014	09/30/14	11 to 30 Years
	Gillette, WY	(d)		1,520		4,561		—			—			1,520		4,561		6,081		(184		)	2001	12/30/14	15 to 40 Years
	Henderson, CO	(d)		3,240		5,720		—			—			3,240		5,720		8,960		(212		)	1977	12/30/14	15 to 50 Years
	Kings Mountain, NC	(d)		1,774		5,902		—			—			1,774		5,902		7,676		(609		)	2007	07/17/13	4 to 52 Years
	Rio Grande, NJ	(d)		753		3,299		—			—			753		3,299		4,052		(84		)	2006	03/31/15	11 to 40 Years
	Tampa, FL	(d)		1,588		6,134		—			—			1,588		6,134		7,722		(107		)	1990	06/05/15	15 to 40 Years
		$	690,625	$	2,727,517	$	4,818,285	$	(16,629	)	$	(1,804	)	$	2,710,888	$	4,816,481	$	7,527,369	$	(860,954	)

190

Table of Contents

Initial Cost to Company

Cost Capitalized Subsequent to

Acquisition including impairment

Gross Amount at

December 31, 2015 (g)

Life in which depreciation in latest Statement of Operations is computed

Description

Encumbrances ^(e)

Land and

Improvements

Buildings,

Improvements

Improvements/

Land

Improvements/

building

Land and

Improvements

Buildings,

Improvements

Total

Final

Accum

Date of

Construction

Date

Acquired

(a)

Represents properties collateralized with Master Trust Debt of $1,692,094.

(b)

Represents properties collateralized with Fixed CMBS Debt of $657,547.

(c)

Represents properties collateralized with Variable CMBS Debt of $61,758.

(d)

Represents unencumbered Properties.

(e)

As of December 31, 2015 certain direct finance lease and held for sale properties had Fixed CMBS encumbrances of $12,042 and are not included in the table above.

(f)

Represents Land only properties with no depreciation and therefore date of construction and estimated life for depreciation is not applicable.

(g)

The aggregate cost of properties for federal income tax purposes is approximately $6.03 billion at December 31, 2015.



	2015			2014			2013
Land, buildings, and improvements
Balance at the beginning of the year	$	7,193,796		$	6,519,293		$	3,365,424
Additions:
Acquisitions - Cole/Merger	—			—			3,148,943
Acquisitions/capital expenditures/other additions - non-merger	873,344			936,916			402,519
Deductions:
Dispositions of land, buildings, and improvements	(405,437		)	(99,798		)	(371,960		)
Held for sale	(74,638		)	(123,776		)	(19,611		)
Impairment	(59,696		)	(38,839		)	(6,022		)
Gross Real Estate Balance at close of the year	$	7,527,369		$	7,193,796		$	6,519,293

Accumulated depreciation and amortization
Balance at the beginning of the year	$	(752,210	)	$	(590,067	)	$	(490,938	)
Additions:
Depreciation expense	(210,395		)	(194,382		)	(130,285		)
Deductions:
Dispositions of land, buildings, and improvements	80,965			13,528			26,335
Held for sale	20,686			18,711			4,821
Balance at close of the year	(860,954		)	(752,210		)	(590,067		)

Net Real Estate Investment	$	6,666,415		$	6,441,586		$	5,929,226

191

SPIRIT REALTY CAPITAL, INC.

Schedule IV

Mortgage Loans on Real Estate

As of December 31, 2015

(In thousands)



Mortgage	Stated Interest Rate	Final Maturity Date ⁽¹⁾		Periodic Payment Terms	Face Amount		Carrying Amount of Mortgages
Automotive parts and service <3%	8.60% - 9.35%	1/1/2021	3/1/2021	Principal & Interest ⁽²⁾	$	30,588	$	24,937
Restaurants <3%	9.00% - 10.47%	7/1/2016	7/1/2028	Principal & Interest ⁽³⁾	80,589		75,145
					$	111,177	$	100,082

⁽¹⁾ Reflects current maturity of the investment and does not consider any options to extend beyond the current maturity
⁽²⁾ Balloon payments of $11.9 million at maturity
⁽³⁾ Balloon payments of $37.7 million at maturity



	2015			2014			2013
Reconciliation of Mortgage Loans on Real Estate
Balance January 1,	$	109,046		$	117,291		$	44,916
Additions during period
Mortgage loans acquired in Merger Transaction	—			—			66,238
Premium on mortgage loans acquired in Merger	—			—			15,195
New mortgage loans	—			—			650
Deductions during period
Collections of principal	(6,497		)	(5,720		)	(4,499		)
Foreclosures	—			—			(3,863		)
Amortization of premium	(2,466		)	(2,525		)	(1,334		)
Amortization of capitalized loan origination costs	(1		)	—			(12		)
Mortgage loans receivable December 31,	100,082			109,046			117,291
Equipment and other loans receivable	4,245			379			430
Provision for other loan loss	(324		)	—			—
	3,921			379			430
Total loans receivable	$	104,003		$	109,425		$	117,721

192

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	SPIRIT REALTY CAPITAL, INC. (Registrant)

	By:	/s/ Phillip D. Joseph, Jr.
	Name:	Phillip D. Joseph, Jr.
	Title:	Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial and Accounting Officer)

Date: February 26, 2016

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thomas H. Nolan Jr., Phillip D. Joseph, Jr. and Ryan A. Berry, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Spirit Realty Capital, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities and Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Name	Title	Date
/s/ Thomas H. Nolan Jr.	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	February 26, 2016

/s/ Phillip D. Joseph, Jr.	Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial and Accounting Officer)	February 26, 2016

/s/ Kevin M. Charlton	Director	February 26, 2016

/s/ Todd A. Dunn	Director	February 26, 2016

/s/ David J. Gilbert	Director	February 26, 2016

/s/ Richard I. Gilchrist	Director	February 26, 2016

/s/ Diane M. Morefield	Director	February 26, 2016

/s/ Sheli Z. Rosenberg	Director	February 26, 2016

/s/ Thomas D. Senkbeil	Director	February 26, 2016

/s/ Nicholas P. Shepherd	Director	February 26, 2016

193

AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is made as of February 23, 2016 (the “ Effective Date ”), by and between Spirit Realty Capital, Inc. (the “ Company ”) and Phillip D. Joseph, Jr. (the “ Employee ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

RECITALS


A.	The Company and the Employee have entered into an Employment Agreement dated March 25, 2015, as amended by that certain letter agreement dated October 14, 2015 (the “ Employment Agreement ”).


B.	The parties hereto wish to amend certain terms of the Employment Agreement.

AMENDMENT

The parties hereto hereby amend the Employment Agreement as follows.

1. Section 3 . Effective January 1, 2016, the phrase “$400,000” in Section 3 is hereby deleted and replaced with the phrase “$415,000”.

2. Section 4(a) . The first sentence of Section 4(a) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

“Beginning with calendar year 2016, during the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “ Annual Bonus ”), based on a target bonus opportunity equal to 125% of the Employee’s Base Salary (the “ Target Bonus ”) and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion.”

3. This Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Employment Agreement.

4. Except as expressly provided herein, all terms and conditions of the Employment Agreement shall remain in full force and effect.

(Signature page follows)

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date first written above.

SPIRIT REALTY CAPITAL, INC.

By: /s/ Thomas H. Nolan, Jr.

Thomas H. Nolan, Jr.

Chairman of the Board and Chief Executive Officer

EMPLOYEE

/s/ Phillip D. Joseph, Jr.

Phillip D. Joseph, Jr.

Loan Number 1012791

[Published CUSIP Number:__________]

[Revolving Credit CUSIP Number: __________]

CREDIT AGREEMENT

Dated as of March 31, 2015

among

SPIRIT REALTY, L.P.,

a Delaware limited partnership,

as Borrower,

VARIOUS FINANCIAL INSTITUTIONS

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

__________________

____________________________________

WELLS FARGO SECURITIES, LLC, and DEUTSCHE BANK SECURITIES INC.,

Joint Lead Arrangers,

DEUTSCHE BANK SECURITIES INC.,

Syndication Agent,

BANK OF AMERICA, N.A., JP MORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and SUNTRUST BANK,

Documentation Agents

TABLE OF CONTENTS



			Page
ARTICLE I		Definitions
	Section 1.1	Definitions	1
	Section 1.2	Accounting Matters	34
	Section 1.3	Interpretation	35
	Section 1.4	Financial Attributes of Non-Wholly Owned Subsidiaries	35
ARTICLE II		Credit Facility
	Section 2.1	Revolving Loans	35
	Section 2.2	Letters of Credit	37
	Section 2.3	Swingline Loans	43
	Section 2.4	Rates and Payment of Interest on Loans	45
	Section 2.5	Number of Interest Periods	46
	Section 2.6	Repayment of Loans	47
	Section 2.7	Prepayments	47
	Section 2.8	Continuation	47
	Section 2.9	Conversion	48
	Section 2.10	Notes	48
	Section 2.11	Voluntary Reductions of the Revolving Commitment	49
	Section 2.12	Extension of Revolving Maturity Date	49
	Section 2.13	Expiration Date of Letters of Credit Past Revolving Commitment Termination	50
	Section 2.14	Amount Limitations	50
	Section 2.15	Increase in Revolving Commitments	51
	Section 2.16	Funds Transfer Disbursements	52
ARTICLE III		Payments, Fees and Other General Provisions
	Section 3.1	Payments	52
	Section 3.2	Pro Rata Treatment	53
	Section 3.3	Sharing of Payments, Etc	54
	Section 3.4	Several Obligations	55
	Section 3.5	Fees	55
	Section 3.6	Computations	56
	Section 3.7	Usury	57
	Section 3.8	Statements of Account	57
	Section 3.9	Defaulting Lenders	57
	Section 3.10	Taxes	61
ARTICLE IV		Intentionally Omitted
ARTICLE V		Yield Protection, Etc
	Section 5.1	Additional Costs; Capital Adequacy	66
	Section 5.2	Suspension of LIBOR Loans	68
	Section 5.3	Illegality	69
	Section 5.4	Compensation	69
	Section 5.5	Treatment of Affected Loans	69
	Section 5.6	Affected Lenders	70
	Section 5.7	Change of Lending Office	71
	Section 5.8	Assumptions Concerning Funding of LIBOR Loans	71
ARTICLE VI		Conditions Precedent
	Section 6.1	Initial Conditions Precedent	71

TABLE OF CONTENTS

(continued)



			Page
	Section 6.2	Conditions Precedent to All Loans and Letters of Credit	73
ARTICLE VII		Representations and Warranties
	Section 7.1	Representations and Warranties	74
	Section 7.2	Survival of Representations and Warranties, Etc	81
ARTICLE VIII		Affirmative Covenants
	Section 8.1	Preservation of Existence and Similar Matters	81
	Section 8.2	Compliance with Applicable Law	82
	Section 8.3	Maintenance of Property	82
	Section 8.4	Conduct of Business	82
	Section 8.5	Insurance	82
	Section 8.6	Payment of Taxes and Claims	82
	Section 8.7	Books and Records; Inspections	83
	Section 8.8	Use of Proceeds	83
	Section 8.9	Environmental Matters	84
	Section 8.10	Further Assurances	84
	Section 8.11	Material Contracts	84
	Section 8.12	REIT Status	84
	Section 8.13	Exchange Listing	85
	Section 8.14	Guarantors	85
ARTICLE IX		Information
	Section 9.1	Quarterly Financial Statements	86
	Section 9.2	Year‑End Statements	86
	Section 9.3	Compliance Certificate	86
	Section 9.4	Other Information	87
	Section 9.5	Electronic Delivery of Certain Information	89
	Section 9.6	Public/Private Information	90
	Section 9.7	USA Patriot Act Notice; Compliance	90
ARTICLE X		Negative Covenants
	Section 10.1	Financial Covenants	90
	Section 10.2	Negative Pledge	92
	Section 10.3	Restrictions on Intercompany Transfers	92
	Section 10.4	Merger, Consolidation, Sales of Assets and Other Arrangements	92
	Section 10.5	Plans	94
	Section 10.6	Fiscal Year	94
	Section 10.7	Modifications of Organizational Documents and Material Contracts	94
	Section 10.8	Subordinated Debt Prepayments; Amendments	94
	Section 10.9	Transactions with Affiliates	95
	Section 10.10	Environmental Matters	95
	Section 10.11	Derivatives Contracts	95
ARTICLE XI		Default
	Section 11.1	Events of Default	96
	Section 11.2	Remedies Upon Event of Default	99
	Section 11.3	Remedies Upon Default	100
	Section 11.4	Marshaling; Payments Set Aside	101
	Section 11.5	Allocation of Proceeds	101

TABLE OF CONTENTS

(continued)



			Page
	Section 11.6	Letter of Credit Collateral Account	102
	Section 11.7	Rescission of Acceleration by Requisite Lenders	103
	Section 11.8	Performance by Administrative Agent	104
	Section 11.9	Rights Cumulative	104
ARTICLE XII		The Administrative Agent
	Section 12.1	Appointment and Authorization	105
	Section 12.2	Administrative Agent as Lender	106
	Section 12.3	Approvals of Lenders	106
	Section 12.4	Notice of Events of Default	107
	Section 12.5	Administrative Agent’s Reliance	107
	Section 12.6	Indemnification of Administrative Agent	108
	Section 12.7	Lender Credit Decision, Etc	109
	Section 12.8	Successor Administrative Agent	110
	Section 12.9	Titled Agents	111
	Section 12.10	Specified Derivatives Contracts	111
ARTICLE XIII		Miscellaneous
	Section 13.1	Notices	111
	Section 13.2	Expenses	113
	Section 13.3	Setoff	115
	Section 13.4	Litigation; Jurisdiction; Other Matters; Waivers	115
	Section 13.5	Successors and Assigns	117
	Section 13.6	Amendments and Waivers	121
	Section 13.7	Non-Liability of Administrative Agent and Lenders	124
	Section 13.8	Confidentiality	124
	Section 13.9	Indemnification	125
	Section 13.10	Termination; Survival	126
	Section 13.11	Severability of Provisions	127
	Section 13.12	GOVERNING LAW	127
	Section 13.13	Counterparts	127
	Section 13.14	Obligations with Respect to Loan Parties and Subsidiaries	127
	Section 13.15	Independence of Covenants	127
	Section 13.16	Limitation of Liability	128
	Section 13.17	Entire Agreement	128
	Section 13.18	Construction	128
	Section 13.19	Headings	128
	Section 13.20	Time	128
	Section 13.21	Special Covenants Regarding Sanctions, Anti-Corruption, Anti-Money Laundering	128

iii



SCHEDULE 1.1(a)	Commitment Amounts and Commitment Percentages
SCHEDULE 1.1(b)	List of Loan Parties
SCHEDULE 1.1(c)	Permitted Liens
SCHEDULE 1.1(d)	Unencumbered Pool Assets
SCHEDULE 7.1(b)	Ownership Structure
SCHEDULE 7.1(f)(i)	List of Properties and Hybrid Assets
SCHEDULE 7.1(f)(ii)	List of Eligible Assets
SCHEDULE 7.1(g)	Indebtedness and Guaranties
SCHEDULE 7.1(h)	Material Contracts
SCHEDULE 7.1(i)	Litigation
SCHEDULE 7.1(s)	Affiliate Transactions
EXHIBIT A	Form of Assignment and Assumption Agreement
EXHIBIT B	Form of Disbursement Instruction Agreement
EXHIBIT C	Form of Guaranty
EXHIBIT D	Form of Notice of Borrowing
EXHIBIT E	Form of Notice of Continuation
EXHIBIT F	Form of Notice of Conversion
EXHIBIT G	Form of Notice of Swingline Borrowing
EXHIBIT H	Form of Revolving Note
EXHIBIT I	Form of Swingline Note
EXHIBITS J	Forms of U.S. Tax Compliance Certificates
EXHIBIT K	Form of Compliance Certificate

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “ Agreement ”), dated as of March 31, 2015, is by and among SPIRIT REALTY, L.P., a Delaware limited partnership (the “ Borrower ”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5 (the “ Lenders ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (together with its successors or assigns, the “ Administrative Agent ”), with WELLS FARGO SECURITIES, LLC, and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers (collectively, the “ Arrangers ”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent (the “ Syndication Agent ”), and BANK OF AMERICA, N.A., JP MORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and SUNTRUST BANK, as Documentation Agents (collectively, the “ Documentation Agents ”).

WHEREAS, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders desire to make available to the Borrower a revolving credit facility in the initial amount of $600,000,000, which will include an up to $50,000,000 swingline subfacility and an up to $60,000,000 letter of credit subfacility, in each such case, on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions.

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

“ Accession Agreement ” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

“ Additional Costs ” has the meaning given to such term in Section 5.1(b) .

“ Adjusted EBITDA ” means, for any given period, (a) the EBITDA of Spirit REIT and its Subsidiaries determined on a consolidated basis for such period minus (b) the Reserve for Replacements. Spirit REIT’s Ownership Share of the Adjusted EBITDA of its Unconsolidated Affiliates will be included when determining the Adjusted EBITDA of Spirit REIT.

“ Administrative Agent ” means Wells Fargo Bank, National Association, as contractual representative of the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8 .

“ Administrative Questionnaire ” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

“ Affected Lender ” has the meaning given such term in Section 5.6 .

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agreement ” has the meaning set forth in the introductory paragraph hereof.

“ Agreement Date ” means the date as of which this Agreement is dated.

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“ Applicable Facility Fee ” means the percentage set forth in the table below corresponding to the Level at which “Applicable Margin” is then determined. Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Facility Fee. The provisions of this definition shall be subject to Section 2.4(c) .



Applicable Facility Fee
Level	Credit Rating	Facility Fee
1	A-/A3 (or higher)	0.125%
2	BBB+/Baa1	0.15%
3	BBB/Baa2	0. 20%
4	BBB-/Baa3	0.25%
5	BB+/Ba1 (or lower)	0.30%

“ Applicable Law ” means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Applicable Margin ” shall be determined based upon the ratio of Total Indebtedness to Total Asset Value as set forth in the Ratio Based Pricing Grid below (and initially will be based upon such ratio as of the last day of the most recently ended fiscal quarter for which financial statements are available on the Agreement Date); provided that if the Borrower obtains at least two Credit Ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s, the Borrower may irrevocably elect that pricing be based on the Ratings Based Pricing Grid below.

If the Borrower elects that pricing be based on the Ratings Based Pricing Grid, thereafter the Applicable Margin shall be determined based upon the Credit Ratings given to the Borrower by S&P, Moody’s and Fitch, as follows: If the Borrower has at least two of such Credit Ratings, then the Applicable Margin will be based on the highest such Credit Rating unless the difference between

the highest Credit Rating and the lowest Credit Rating is two or more rating levels, in which case the Applicable Margin will be based on the Credit Rating level that is one level below the highest Credit Rating. If the Borrower has only one of such Credit Ratings, then such Credit Rating shall apply. If the Borrower has none of such Credit Ratings, then the highest pricing will apply.

Ratio Based Pricing Grid



Level	Ratio of Total Indebtedness to Total Asset Value	Applicable Margin for LIBOR Loans	Applicable Margin for Base Rate Loans
1	Less than 0.45 to 1.00	1.40%	0.40%
2	Greater than or equal to 0.45 to 1.00 but less than 0.50 to 1.00	1.55%	0.55%
3	Greater than or equal to 0.50 to 1.00 but less than 0.55 to 1.00	1.70%	0.70%
4	Greater than or equal to 0.55 to 1.00	1.90%	0.90%

Ratings Based Pricing Grid



Level	Credit Ratings (S&P/ Moody’s/ Fitch)	Applicable Margin (Eurodollar Loans) (bps)	Applicable Margin (Base Rate Loans) (bps)
1	≥A- / A3 / A-	0.875%	0.00%
2	BBB+ / Baa1 / BBB+	0.925%	0.00%
3	BBB / Baa2 / BBB	1.05%	0.05%
4	BBB- / Baa3 / BBB-	1.25%	0.25%
5	< BBB- / Baa3 / BBB- or unrated	1.55%	0.55%

Each change in the Applicable Margin shall be effective commencing on the fifth Business Day following the earlier to occur of (A) the Administrative Agent’s receipt of notice from the Borrower of an applicable change in the Credit Rating levels and (B) the Administrative Agent’s actual knowledge of an applicable change in the Credit Rating levels (or, if the Ratio Based Pricing Grid is applicable, one Business Day after the delivery of the Compliance Certificate for each quarter). If the Borrower fails to deliver a Compliance Certificate pursuant to Section 9.3 , the Applicable Margin Ratio shall equal the percentages corresponding to Level 4 until the first Business Day of the calendar month immediately following the month that the required Compliance Certificate is delivered.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

“ Assignment and Assumption ” means an Assignment and Assumption Agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.5 ), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“ Bankruptcy Code ” means the Bankruptcy Code of 1978.

“ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one half percent (0.50%), and (c) the LIBOR Market Index Rate plus one percent (1%); each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate provided that (i) if the Base Rate shall be less than zero, then such rate shall be deemed to be zero; (ii) if any rate described in clause (a), (b) or (c) above is not available on any Business Day, the Base Rate shall be determined based upon the rate or rates that are available on such Business Day; and (iii) the Base Rate for any day that is not a Business Day shall be the Base Rate as in effect for the immediately preceding Business Day.

“ Base Rate Loan ” means a Revolving Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

“ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by the Borrower.

“ Borrower ” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

“ Borrower Information ” has the meaning given to such term in Section 2.4(c) .

“ Business Day ” means (a) any day other than a Saturday, Sunday or other day on which commercial banks in New York City or in the state where the headquarters of the Borrower is located are authorized or required to be closed under the laws of such jurisdiction, or are in fact closed and (b) to the extent such day relates to a Eurodollar Loan, a day on which the London interbank market is open for dealings in Dollars.

“ Capitalization Rate ” means seven and one-half percent (7.50%).

“ Capitalized Lease Obligations ” means obligations under a lease (or other arrangement conveying the right to use property) to pay rent or other amounts that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

“ Cash Collateralize ” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable Issuing Bank or the Lenders, as collateral for Letter of Credit Liabilities or obligations of Lenders to fund participations in respect of Letter of Credit Liabilities, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one (1) year from the date acquired; (b) certificates of deposit with maturities of not more than one (1) year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short‑term commercial paper rating of at least A‑2 or the equivalent by S&P or Fitch or at least P‑2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven (7) days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A‑2 or the equivalent thereof by S&P or Fitch or at least P‑2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one (1) year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940 that have net assets of at least $500,000,000 and at least eighty-five percent (85%) of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

“ Commitment ” means, as to a Lender, such Lender’s Revolving Commitment.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. §1 et seq.).

“ Compliance Certificate ” has the meaning given to such term in Section 9.3 .

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Continue ”, “ Continuation ” and “ Continued ” each refers to the continuation of a LIBOR Loan from one (1) Interest Period to another Interest Period pursuant to Section 2.8 .

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Convert ”, “ Conversion ” and “ Converted ” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.9 .

“ Credit Event ” means any of the following: (a) the making (or deemed making) of any Loan and (b) the issuance of a Letter of Credit or the amendment of a Letter of Credit that extends the maturity, or increases the Stated Amount, of such Letter of Credit.

“ Credit Rating ” means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar Applicable Laws relating to the relief of debtors in the United States of America or other applicable jurisdictions from time to time in effect.

“ Default ” means any of the events specified in Section 11.1 , whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

“ Defaulting Lender ” means, subject to Section 3.9(f) , any Revolving Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Revolving Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Revolving Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Revolving Lender’s obligation to fund a Loan hereunder and states that such position is based on such Revolving Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Revolving Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Revolving Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Revolving Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Revolving Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such

Revolving Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Revolving Lender. Any determination by the Administrative Agent that a Revolving Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Revolving Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9(f) ) upon delivery of written notice of such determination to the Borrower, the Issuing Banks, the Swingline Lender and each Revolving Lender.

“ Derivatives Contract ” means a “swap agreement” as defined in Section 101 of the Bankruptcy Code.

“ Derivatives Termination Value ” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one (1) or more mid-market quotations or estimates provided by any recognized dealer or advisory services firm specializing in debt and Derivatives Contracts and markets (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of them).

“ Development Asset ” means a Property or Hybrid Asset currently under development that has not achieved an Occupancy Rate of eighty-five percent (85%) or more or, subject to the last sentence of this definition, on which the on-site improvements (other than tenant improvements on unoccupied space) related to the Property or Hybrid Asset, as applicable, have not been substantially completed. With respect to Properties, the term “Development Asset” shall include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by Spirit REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition, and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, Spirit REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate. A Development Asset on which all on-site improvements (other than tenant improvements on unoccupied space) of such Development Asset have been completed for at least twelve (12) months shall cease to constitute a Development Asset notwithstanding the fact that such Development Asset has not achieved an Occupancy Rate of at least eighty-five percent (85%). For the avoidance of doubt, any Property or Hybrid Asset (a) that is being repositioned or redeveloped for a period of not more than nine (9) months or (b) on which the underlying tenant or borrower is paying rent or debt service to Spirit REIT or a Subsidiary, is an Eligible Asset and not a Development Asset.

“ Disbursement Instruction Agreement ” means an agreement substantially in the form of Exhibit B (or such other form as may be approved in writing by the Administrative Agent (such

approval not to be unreasonably withheld, delayed or conditioned) to be executed and delivered by the Borrower pursuant to Section 6.1(a) .

“ Dollars ” or “ $ ” means the lawful currency of the United States of America.

“ EBITDA ” means, with respect to a Person for any period and without duplication: (a) net income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) interest expense; (iii) income tax expense; (iv) extraordinary or nonrecurring items, including gains and losses from the sale of Properties; (v) arrangement fees, upfront fees, underwriting fees, amendment fees and similar fees, costs and expenses incurred in connection with (without duplication) (A) the negotiation, documentation and/or closing of this Agreement or any other debt financing and any amendment, supplement or other modification hereto or thereto, (B) any business combination, acquisition, merger, disposition or recapitalization and (C) any capital markets transaction, including any redemption or exchange of indebtedness, defeasance, consent solicitation or similar transaction; and (vi) equity in net income (loss) of its Unconsolidated Affiliates; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, nonrecurring items shall be deemed to include (v) gains and losses on early extinguishment of Indebtedness, (w) severance and other restructuring charges (whether cash or non-cash), (x) transaction costs of acquisitions not permitted to be capitalized pursuant to GAAP, (y) impairment losses, and (z) equity based, non-cash compensation. Spirit REIT’s Ownership Share of the EBITDA of its Unconsolidated Affiliates will be included when determining the EBITDA of Spirit REIT.

“ Effective Date ” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1 shall have been fulfilled or waived.

“ Eligible Asset ” means a Property or Hybrid Asset which satisfies all of the following requirements: (a) such Property or Hybrid Asset, as applicable, is fully developed as a retail, office or industrial Property ( provided that Properties or Hybrid Assets, as applicable, being repositioned or redeveloped for a period of not more than nine months shall be considered fully developed); (b) such Property or Hybrid Asset, as applicable, is wholly owned (directly or indirectly) in fee simple, or leased under a Ground Lease, by the Borrower or a Wholly Owned Subsidiary; (c) such Property or Hybrid Asset, as applicable, is located in a State of the United States of America or in the District of Columbia; (d) regardless of whether such Property or Hybrid Asset, as applicable, is owned by the Borrower or a Subsidiary, the Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Property or Hybrid Asset, as applicable, as security for Indebtedness of the Borrower or such Subsidiary, as applicable, and (ii) to sell, transfer or otherwise dispose of such Property or Hybrid Asset, as applicable; (e) neither such Property or Hybrid Asset, as applicable, nor if such Property or Hybrid Asset, as applicable, is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject to (i) any Lien other than Permitted Liens (but not Permitted Liens described in clause (g) of the definition of that term except to the

extent agreed to by the parties to this Agreement prior to the effectiveness hereof) or (ii) any Negative Pledge; (f) if such Property or Hybrid Asset, as applicable, is owned or leased by a Subsidiary, then such Subsidiary shall not have incurred or be liable for any recourse Indebtedness unless such Subsidiary has guaranteed all obligations of the Borrower hereunder, provided that a Property or Hybrid Asset may be an Eligible Asset notwithstanding this clause (f) so long as the aggregate amount of recourse Indebtedness of Subsidiaries that have not guaranteed the obligations of the Borrower hereunder does not exceed, in the aggregate for all such Subsidiaries, $25,000,000; and (g) such Property or Hybrid Asset, as applicable, is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters that, individually or collectively, are not material to the profitable operation of such Property or Hybrid Asset, as applicable.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed).

“ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

“ Environmental Laws ” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean‑up of Hazardous Materials including the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to environmental protection or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

“ Equity Interest ” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including partnership, member

or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination, excluding any debt instrument convertible into equity securities of Spirit REIT or any of its Subsidiaries.

“ Equity Issuance ” means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ ERISA Event ” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

“ ERISA Group ” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control, which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

“ Event of Default ” means any of the events specified in Section 11.1 , provided that any requirement for notice or lapse of time or any other condition has been satisfied.

“ Excluded Subsidiary ” means (1) any Subsidiary (a) holding title to assets that are or are to become collateral for any Secured Indebtedness of such Subsidiary and (b) that is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness, or (2) any Warehouse Entity so long as at all times prior to securitization the assets of such Warehouse Entity shall satisfy the requirements of clauses (d) and (e) of the definition of “Eligible Asset”.

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Loan Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the Guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 31 of the Guaranty). If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.10 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10(g) and (d) any Taxes imposed under FATCA.

“ Existing Credit Agreement ” means that certain Credit Agreement, dated as of July 17, 2013, by and among Borrower, the various financial institutions a party thereto, as lenders, Deutsche Bank AG New York Branch, as administrative agent, and certain other titled agents parties thereto.

“ Extended Letter of Credit ” has the meaning given to such term in Section 2.2(b) .

“ Extended Revolving Maturity Date ” means March 31, 2020.

“ Fair Market Value ” means, (a) with respect to a security listed on a national securities exchange or the NASDAQ National Market, the price of such security as reported on such exchange or market by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction.

“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“ Fee Letter ” means that certain fee letter, dated as of February 25, 2015, by and among the Borrower, the Administrative Agent, the Arrangers and Deutsche Bank AG New York Branch.

“ Fees ” means the fees and commissions provided for or referred to in Section 3.5 and any other fees payable by the Borrower hereunder or under any other Loan Document.

“ FIRREA ” means the Financial Institution Recovery, Reform and Enforcement Act of 1989.

“ Fitch ” means Fitch, Inc. and its successors.

“ Fixed Charges ” means, with respect to any Person and for a fiscal quarter: (a) the Interest Expense of such Person payable in cash and accrued for such quarter (excluding, to the extent

included therein, amortization of (i) fees previously paid in cash and (ii) discounts and premiums on debt), plus (b) the aggregate amount of all regularly scheduled principal payments on Indebtedness payable by such Person during such quarter (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate amount of all Preferred Dividends payable in cash by such Person during such quarter, all determined on a consolidated basis in accordance with GAAP. Spirit REIT’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included when determining the Fixed Charges of Spirit REIT.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to each Issuing Bank, such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized by a Defaulting Lender or the Borrower in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ GAAP ” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.

“ Governmental Approvals ” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“ Governmental Authority ” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi‑governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department or other entity (including the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“ Ground Lease ” means a ground lease containing terms and conditions customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate

demised pursuant to a ground lease, including the following: (a) a remaining term (including any unexercised extension options exercisable at the ground lessee’s sole election with no veto or approval rights by ground lessor or any lender to such ground lessor other than customary requirements regarding no event of default) of thirty (30) years or more from March 31, 2015; (b) the right of the lessee to mortgage and encumber its interest in the leased property, and to amend the terms of any such mortgage or encumbrance, in each case, without the consent of the lessor, or if the consent of lessor is required, such consent cannot be unreasonably withheld, conditioned or delayed, whether by contract or applicable law, or is subject to satisfaction of objective criteria not constituting a discretionary approval; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) acceptable transferability of the lessee’s interest under such lease, including ability to sublease; (e) acceptable limitations on the use of the leased property; and (f) clearly determinable rental payment terms which in no event contain profit participation rights.

“ Guaranteed Obligations ” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation).

“ Guarantor ” means any Person that is party to the Guaranty as a “Guarantor” and shall in any event include Spirit REIT and each Material Subsidiary that is required to be a Guarantor pursuant to Section 8.14 .

“ Guaranty ”, “ Guaranteed ”, “ Guarantying ” or to “ Guarantee ” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. Obligations under guaranties of customary exceptions constituting Nonrecourse Indebtedness shall not be deemed to give rise to Indebtedness or otherwise constitute a Guaranty except as otherwise provided in the definition of “Nonrecourse Indebtedness”. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1 or 8.14 and substantially in the form of Exhibit C .

“ Hazardous Materials ” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

“ Hybrid Asset ” means a parcel of Property (a) the fee interest of which is owned by, or is subject to a Ground Lease under which the lessee is, the Borrower or one of its Subsidiaries (the “ Base Property ”), which Base Property is leased to a tenant with Indebtedness owing to the Borrower or such Subsidiary secured by a first-priority mortgage or deed of trust on improvements located on such Base Property, and (b) which has been designated in writing by the Borrower to the Administrative Agent (which designation may occur at any time) as a “Hybrid Asset”.

“ Indebtedness ” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): all monetary obligations of such Person (i) for borrowed money, (ii) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (iii) evidenced by bonds, debentures, notes or similar instruments, (iv) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (v) in respect of Capitalized Lease Obligations; (vi) in respect of reimbursement obligations under letters of credit or acceptances, in each case to the extent drawn upon; (vii) in respect of Off-Balance Sheet Obligations that constitute Indebtedness; (viii) to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (ix) in respect of net obligations under any Derivatives Contract not entered into as a hedge against interest rate risk in respect of existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof (but in no event less than zero); (x) in respect of Indebtedness of other Persons that such Person has guaranteed or that is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to non-recourse liability and contingent guarantees the conditions for which have not accrued); and (xi) in respect of Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation. Indebtedness of a Person shall include Indebtedness of any other Person to the extent such Indebtedness is recourse to such first Person. For the avoidance of doubt, Indebtedness shall not include (i) regular quarterly dividends or year-end dividends to maintain REIT status or (ii) trade payables and accrued expenses (including deferred tax liabilities) incurred in the ordinary

course of business or for which reserves in accordance with GAAP or otherwise reasonably acceptable to the Administrative Agent have been provided.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“ Interest Expense ” means, with respect to a Person and for any period, without duplication, total interest expense of such Person, including capitalized interest not funded under a construction loan interest reserve account, determined on a consolidated basis in accordance with GAAP for such period. Spirit REIT’s Ownership Share of the Interest Expense of its Unconsolidated Affiliates will be included when determining the Interest Expense of Spirit REIT.

“ Interest Period ” means, with respect to each LIBOR Loan, each period commencing on the date such LIBOR Loan is made, is Converted from a Base Rate Loan or is Continued for a new Interest Period on the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, third or sixth calendar month thereafter, as applicable, as the Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period for a Revolving Loan would otherwise end after the Revolving Maturity Date, such Interest Period shall end on the Revolving Maturity Date; and (ii) each Interest Period that would otherwise end on a day that is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).

“ Internal Revenue Code ” means the Internal Revenue Code of 1986.

“ Investment ” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested minus the amount received from such investment, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Issuing Bank ” means each of Wells Fargo, Deutsche Bank AG New York Branch or another Lender which agrees to be an Issuing Bank and is reasonably satisfactory to the Borrower and Administrative Agent, in each case in such Person’s capacity as an issuer of Letters of Credit pursuant to Section 2.2 .

“ L/C Commitment Amount ” means the lesser of $60,000,000 and the aggregate amount of the Revolving Commitments.

“ L/C Disbursement ” has the meaning given to such term in Section 3.9(b) .

“ Lender ” means each financial institution from time to time party hereto as a “Lender”, together with its respective successors and permitted assigns, and, as the context requires, includes the Swingline Lender; provided that the term “Lender”, except as otherwise expressly provided herein, shall exclude any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.

“ Lender Parties ” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, the Specified Derivatives Providers, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 11.5 , any other holder from time to time of any of the Obligations and, in each case, their respective successors and permitted assigns.

“ Lending Office ” means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

“ Letter of Credit ” has the meaning given to such term in Section 2.2(a) .

“ Letter of Credit Collateral Account ” means a special deposit account maintained by the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and under the sole dominion and control of the Administrative Agent.

“ Letter of Credit Documents ” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations.

“ Letter of Credit Liabilities ” means, without duplication, at any time and in respect of any Letter of Credit (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender then acting as Issuing Bank for such Letter of Credit) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest under Section 2.2 in such Letter of Credit, and the Lender then acting as the Issuing Bank for such Letter of Credit shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in such Letter

of Credit after giving effect to the acquisition by the Lenders (other than the Lender then acting as the Issuing Bank for such Letter of Credit) of their participation interests under such Section.

“ LIBOR ” means, with respect to any LIBOR Loan for any Interest Period, the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first (1 ^st ) day of the applicable Interest Period by (ii) a percentage equal to one (1) minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “ Eurocurrency liabilities ”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America), but if LIBOR determined as provided above would be less than zero (0), LIBOR shall be deemed to be zero (0). If, for any reason, the rate referred to in the preceding clause (i) does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any change in the maximum rate or reserves described in the preceding clause (ii) shall result in a change in LIBOR on the date on which such change in such maximum rate becomes effective.

“ LIBOR Loan ” means a Revolving Loan (or any portion thereof) (other than a Base Rate Loan) bearing interest at a rate based on LIBOR.

“ LIBOR Market Index Rate ” means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a one-month Interest Period determined at approximately 10:00 a.m. for such day (rather than 11:00 a.m. (London time) two (2) Business Days prior to the first (1 ^st ) day of such Interest Period as otherwise provided in the definition of “LIBOR”), or if such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.

“ Lien ” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease

Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

“ Loan ” means a Revolving Loan or a Swingline Loan, as the context may require.

“ Loan Document ” means this Agreement, each Note, the Guaranty, each Letter of Credit Document, the Fee Letter and each other document or instrument specified by the Borrower and the Administrative Agent as a “Loan Document” (other than any Specified Derivatives Contract).

“ Loan Party ” means each of the Borrower, each other Person who guarantees all or a portion of the Obligations and/or who pledges any collateral to secure all or a portion of the Obligations. Schedule 1.1(b) sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

“ Mandatorily Redeemable Stock ” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in the case of each of clauses (a) through (c), on or prior to the Termination Date.

“ Marketable Securities ” means (a) common or preferred Equity Interests of Persons located in, and formed under the laws of, any State of the United States of America or the District of Columbia, which Equity Interests are subject to price quotations (quoted at least daily) on The NASDAQ Stock Market’s National Market System or have trading privileges on the New York Stock Exchange, the American Stock Exchange or another recognized national United States securities exchange and (b) securities evidencing Indebtedness issued by Persons located in, and formed under the laws of, any State of the United States or America or the District of Columbia, which Persons have a Credit Rating of BBB- or higher from S&P or Fitch, Baa3 or higher from Moody’s, or an equivalent or higher rating from another Rating Agency.

“ Material Acquisition ” means the acquisition by Spirit REIT and its Subsidiaries of real property assets or portfolios of such assets or operating businesses if, after giving effect thereto, the aggregate amount of all such acquisitions during the 12-month period ending on the date of such acquisition is equal to or greater than 7.5% of Total Asset Value.

“ Material Adverse Effect ” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents (taken as a whole) to which it is a party, (c) the ability of the Loan Parties (taken

as a whole) to perform their obligations under the Loan Documents (taken as a whole) to which they are party, (d) the validity or enforceability of the Loan Documents (taken as a whole), (e) the rights and remedies of the Lenders, the Issuing Banks and the Administrative Agent under any of the Loan Documents or (f) the timely payment of the principal of or interest on the Loans or the timely payment of all Reimbursement Obligations.

“ Material Contract ” means any contract or other arrangement (other than Loan Documents and Specified Derivatives Contracts), whether written or verbal, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

“ Material Subsidiary ” means any Subsidiary to which more than ten percent (10%) of Total Asset Value is attributable on an individual basis, provided that any entity that is jointly owned by a third party unaffiliated with Spirit REIT, the Borrower or their respective Subsidiaries as party of a joint venture shall not be a Material Subsidiary.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Multiemployer Plan ” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six-year period.

“ Negative Pledge ” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“ Net Operating Income ” means:

(a) for any period and any Property, the difference (if positive) between: (i) total revenues (as determined in accordance with GAAP) attributable to such Property during such period, including rents, additional rents (including tenant reimbursement income for expenses not excluded from the description in clause (ii) below) and all other revenues (including minimum lease payments from direct financing leases) from such Property, as well as proceeds from rent/payment loss or business interruption insurance, condemnation awards to the extent relating to lost usage compensation, lease termination fees and legal settlements or awards related to lease or loan payments (but not in excess of the actual rent/payments otherwise payable), but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent/payments, minus (ii) all expenses paid (excluding interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or

maintenance of such Property, including property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding (x) any of the foregoing to the extent included in imputed management fee referred to in clause (iv) below as reasonably determined by the Borrower, (y) any general overhead expenses of Spirit REIT and its Subsidiaries and (z) any property management fees), in each case to the extent not covered by the tenant as required in the lease agreement, minus (iii) the Reserve for Replacements for such Property as of the end of such period, minus (iv) an imputed management fee in an amount equal to the greater of actual management fees incurred or 1% of the gross revenues for such Property for such period, minus (v) all rents received from tenants or licensees or any guarantor thereof (A) that are in default of payment or other material monetary obligations under their lease for sixty (60) days or more or (B) that are subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding and, with respect to tenants or licensees or any guarantor thereof in bankruptcy or similar proceedings, have filed a motion to reject their lease or license respectively in such proceeding; and

(b) for any Hybrid Asset and for a given period, the following (without duplication and determined on a consistent basis with prior periods): (i) mortgage payments (principal and interest) received for such Hybrid Asset, plus (ii) ground lease rents received for such Hybrid Asset, minus (iii) all such amounts received from tenants, licensees or mortgagees or any guarantor thereof (A) that are in default of payment or other material monetary obligations under their lease or mortgage for sixty (60) days or more or (B) that are subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding, are in default of payment obligations under their lease and, with respect to tenants or licensees in bankruptcy or similar proceedings, have filed a motion to reject their lease or license respectively in such proceeding.

For purposes of determining Net Operating Income, to the extent that greater than five percent (5%) of Net Operating Income is attributable to leases or Hybrid Assets where the mortgagee, tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding, such excess shall be excluded. Additionally, Net Operating Income shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of above and below market rent intangibles pursuant to FASB ASC 805.

“ Net Proceeds ” means with respect to an Equity Issuance by a Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

“ Non-Defaulting Lender ” means, at any time, each Revolving Lender that is not a Defaulting Lender at such time.

“ Nonrecourse Indebtedness ” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“ Note ” means a Revolving Note or a Swingline Note.

“ Notice of Borrowing ” means a notice substantially in the form of Exhibit D (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1(b) evidencing the Borrower’s request for a borrowing of Revolving Loans.

“ Notice of Continuation ” means a notice substantially in the form of Exhibit E (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.8 evidencing the Borrower’s request for the Continuation of a LIBOR Loan.

“ Notice of Conversion ” means a notice substantially in the form of Exhibit F (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.9 evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.

“ Notice of Swingline Borrowing ” means a notice substantially in the form of Exhibit G (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Swingline Lender pursuant to Section 2.3(b) evidencing the Borrower’s request for a Swingline Loan.

“ Obligations ” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing to the Administrative Agent, the Issuing Banks or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note. For the avoidance of doubt, “Obligations” shall not include any indebtedness, liabilities, obligations, covenants or duties in respect of Specified Derivatives Contracts.

“ Occupancy Rate ” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) the net rentable square footage of such Property occupied by tenants that are not Affiliates of the Borrower pursuant to binding leases as to which no monetary default has occurred and has continued unremedied for thirty (30) or more days to (b) the aggregate net rentable square footage of such Property.

“ Off-Balance Sheet Obligations ” means, with respect to a Person: (a) obligations of such Person in respect of any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person has sold, conveyed or otherwise transferred, or granted a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose Subsidiary or Affiliate of such Person; (b) obligations of such Person under a sale and leaseback transaction that does not create a liability on the balance sheet of such Person; (c) obligations of such Person under any so-called “synthetic” lease transaction; (d) obligations of such Person under any other transaction which is the functional equivalent of, or takes the place of, a borrowing but which does not constitute a liability on the balance sheet of such Person; and (e) in the case of Spirit REIT, liabilities and obligations of Spirit REIT, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which Spirit REIT would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of Spirit REIT’s report on Form 10‑Q or Form 10‑K (or their equivalents) which Spirit REIT is required to file with the SEC.

“ OFAC ” has the meaning given to such term in Section 7.1(y) .

“ Original Revolving Maturity Date ” means March 31, 2019.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.6 ).

“ Ownership Share ” means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

“ Participant ” has the meaning given to such term in Section 13.5(d) .

“ Participant Register ” has the meaning given to such term in Section 13.5(d) .

“ Patriot Act ” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“ PBGC ” means the Pension Benefit Guaranty Corporation and any successor agency.

“ Permitted Liens ” means, with respect to any asset or property of a Person, (a) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) which are not at the time required to be paid or discharged under Section 8.6 , (b) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in each case, are not at the time required to be paid or discharged under Section 8.6 ; (c) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (d) assessment liens and periodic changes imposed under recorded covenants, conditions and restrictions, in each case not yet delinquent, and Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the intended use thereof in the business of such Person; (e) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; (f) Liens in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties; and (g) Liens in existence on the Agreement Date and set forth on Schedule 1.1(c) .

“ Person ” means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.

“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding six years been maintained, or contributed to, by any Person that was at such time a member of the ERISA Group for employees of any Person that was at such time a member of the ERISA Group.

“ Post-Default Rate ” means, in respect of any principal of any Loan or any Reimbursement Obligation, the rate otherwise applicable plus an additional two percent (2.0)% per annum and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent (2.0%).

“ Preferred Dividends ” means, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by Spirit REIT or a Subsidiary.

Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid or payable to Spirit REIT or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

“ Preferred Equity Interests ” means, with respect to any Person, Equity Interests in such Person that are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

“ Prime Rate ” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“ Principal Office ” means the office of the Administrative Agent located at 608 Second Avenue S., 11 ^th Floor, Minneapolis, Minnesota 55402‑1916, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

“ Pro Rata Share ” means, as to each Lender, the ratio, expressed as a percentage of (a) the amount of such Lender’s Revolving Commitment to (b) the aggregate amount of the Revolving Commitments of all Lenders; provided that if at the time of determination the Revolving Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the ratio, expressed as a percentage of (A) the sum of the unpaid principal amount of all outstanding Revolving Loans, Swingline Loans and Letter of Credit Liabilities owing to such Lender as of such date to (B) the sum of the aggregate unpaid principal amount of all outstanding Revolving Loans, Swingline Loans and Letter of Credit Liabilities of all Lenders as of such date. If at the time of determination the Commitments have terminated and there are no outstanding Loans or Letter of Credit Liabilities, then the Pro Rata Shares of the Lenders shall be determined as of the most recent date on which Commitments were in effect or Loans or Letters of Credit Liabilities were outstanding.

“ Property ” means a parcel (or group of related parcels) of real property owned or developed (or to be developed) by Spirit REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified Plan ” means a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

“ Rating Agency ” means S&P, Fitch, Moody’s or any other nationally recognized securities rating agency selected by the Borrower and approved of by the Administrative Agent in writing (which approval shall not be unreasonably withheld, conditioned or delayed).

“ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“ Register ” has the meaning given to such term in Section 13.5(c) .

“ Regulatory Change ” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy or liquidity. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“ Reimbursement Obligation ” means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse the applicable Issuing Bank for any drawing honored by such Issuing Bank under a Letter of Credit.

“ REIT ” means a Person qualifying for treatment as a “real estate investment trust” under Section 856 of the Internal Revenue Code.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, directors, officers, employees, agents, counsel, other advisors and representatives of such Person and of such Person’s Affiliates.

“ Requisite Lenders ” means, as of any date, (a) Revolving Lenders having more than fifty percent (50%) of the aggregate amount of the Revolving Commitments of all Revolving Lenders, or (b) if the Revolving Commitments have been terminated or reduced to zero (0), the Revolving Lenders holding more than fifty percent (50%) of the principal amount of the aggregate outstanding Revolving Loans and Swingline Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two (2) or more Revolving Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event

mean less than two (2) Revolving Lenders. For purposes of this definition, a Revolving Lender (other than the Swingline Lender) shall be deemed to hold a Swingline Loan and a Revolving Lender (other than the applicable Issuing Bank) shall be deemed to hold a Letter of Credit Liability, in each case, to the extent such Revolving Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

“ Reserve for Replacements ” means, for any period and with respect to any Property or Hybrid Asset, an amount equal to (i) (a) the aggregate square footage of all completed space of such Property or Hybrid Asset, as applicable, that is not subject to “triple net” leases, multiplied by (b) $0.10, multiplied by (c) the number of days in such period divided by (ii) three hundred sixty-five (365). If the term Reserve for Replacements is used without reference to any specific Property or Hybrid Asset, then it shall be determined on an aggregate basis with respect to all Properties and Hybrid Assets and the applicable Ownership Shares of all Properties and Hybrid Assets of all Unconsolidated Affiliates.

“ Responsible Officer ” means with respect to the Borrower or any Subsidiary, the chief executive officer, chief financial officer, treasurer or controller or any other financial officer of the Borrower or such Subsidiary.

“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of Spirit REIT or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Equity Interests to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of Spirit REIT or any of its Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Spirit REIT or any of its Subsidiaries now or hereafter outstanding.

“ Revolving Commitment ” means, as to each Lender (other than the Swingline Lender), such Lender’s obligation to make Revolving Loans pursuant to Section 2.1 , to issue (in the case of an Issuing Bank) and to participate (in the case of the other Lenders) in Letters of Credit pursuant to Section 2.2(i) , and to participate in Swingline Loans pursuant to Section 2.3(e) , in an amount up to, but not exceeding the amount set forth for such Lender on Schedule 1.1(a) as such Lender’s “Revolving Commitment Amount” or as set forth in any applicable Assignment and Assumption, or agreement executed by a Person becoming a Lender in accordance with Section 2.15 , as the same may be reduced from time to time pursuant to Section 2.11 or increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 13.5 or increased as appropriate to reflect any increase effected in accordance with Section 2.15 .

“ Revolving Commitment Percentage ” means, as to each Lender with a Revolving Commitment, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Revolving Commitment to (b) the aggregate amount of the Revolving Commitments of all Revolving Lenders; provided that if at the time of determination the Revolving Commitments have been terminated or been reduced to zero (0), the “Revolving Commitment Percentage” of each Lender with a Revolving Commitment shall be the “Revolving Commitment Percentage” of such Lender in effect

immediately prior to such termination or reduction (after giving effect to any assignments made by or to such Lender).

“ Revolving Credit Exposure ” means, as to any Revolving Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Lender’s participation in Letter of Credit Liabilities and Swingline Loans at such time.

“ Revolving Lender ” means a Lender having a Revolving Commitment, or if the Revolving Commitments have terminated, holding any Revolving Loans.

“ Revolving Loan ” means a loan made by a Revolving Lender to the Borrower pursuant to Section 2.1(a) .

“ Revolving Maturity Date ” means the Original Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable.

“ Revolving Note ” means a promissory note made by the Borrower, substantially in the form of Exhibit H , payable to a Revolving Lender in a principal amount equal to the amount of such Lender’s Revolving Commitment.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Indebtedness ” means, with respect to a Person as of a given date, the aggregate principal amount of all Indebtedness of such Person outstanding on such date that is secured in any manner by any Lien on any property and, in the case of Spirit REIT, shall include (without duplication) Spirit REIT’s Ownership Share of the Secured Indebtedness of its Unconsolidated Affiliates, net of cash and Cash Equivalents held in any cash collateral and/or lender reserve account (which shall not include reserves and impounds for property operating expenses), which account is subject to a Lien or a Negative Pledge in relation to such Indebtedness or the disposition of which account is restricted in any way in relation to such Indebtedness.

“ Securities Act ” means the Securities Act of 1933.

“ Solvent ” means, when used with respect to any Person (or group of Persons), that (a) the fair value and the fair salable value of its (or their) assets (excluding any Indebtedness due from any Affiliate of such Person (or group of Persons)) are each in excess of the fair valuation of its (or their) total liabilities (including all contingent liabilities computed at the amount which, in light of all facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is (or group of Persons are) able to pay its (or their) debts or other obligations in the ordinary course as they mature; and (c) such Person (or group of Persons) has capital not unreasonably small to carry on its (or their) business and all business in which it proposes (or they propose) to be engaged.

“ Specified Derivatives Contract ” means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or

transfer or otherwise, between or among any Loan Party and any Specified Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.

“ Specified Derivatives Provider ” means any Person that (a) at the time it enters into a Specified Derivatives Contract with a Loan Party, is a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes a Lender (including on the Effective Date), is a party to a Specified Derivatives Contract with a Loan Party, in each case in its capacity as a party to such Specified Derivatives Contract.

“ Spirit REIT ” means Spirit Realty Capital, Inc., a Maryland corporation.

“ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor.

“ Stated Amount ” means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

“ Subordinated Debt ” means Indebtedness for money borrowed of the Borrower or any of its Subsidiaries that is subordinated in right of payment and otherwise to the Loans and the other Guaranteed Obligations in a manner reasonably satisfactory to the Administrative Agent.

“ Subsidiary ” means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP. Unless otherwise specified, all references to Subsidiaries herein shall refer to Subsidiaries of Spirit REIT.

“ Substantial Amount ” means, at the time of determination thereof, an amount in excess of ten percent (10.00%) of total consolidated assets (exclusive of depreciation) at such time of the Borrower and its Subsidiaries determined on a consolidated basis.

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swingline Commitment ” means the Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.3 in an amount up to, but not exceeding the amount set forth in the first sentence of Section 2.3(a) , as such amount may be reduced from time to time in accordance with the terms hereof.

“ Swingline Lender ” means Wells Fargo Bank, National Association, together with its respective successors and permitted assigns, or such other swingline lender as may be approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Borrower.

“ Swingline Loan ” means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.3 .

“ Swingline Maturity Date ” means the date which is seven (7) Business Days prior to the Revolving Maturity Date.

“ Swingline Note ” means the promissory note of the Borrower substantially in the form of Exhibit I , payable to the Swingline Lender in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed.

“ Tangible Net Worth ” means, as of a given date, the stockholders’ equity of Spirit REIT and its Subsidiaries determined on a consolidated basis plus accumulated depreciation and amortization, minus (to the extent included when determining stockholders’ equity of Spirit REIT and its Subsidiaries): (a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof or any write‑up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks, trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets that would be classified as intangible assets under GAAP (other than lease intangible assets, net of lease intangible liabilities), all determined on a consolidated basis.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” means, as of any date, the then-current Revolving Maturity Date.

“ Titled Agent ” has the meaning given to such term in Section 12.9 .

“ Total Asset Value ” means, at a given time, the sum (without duplication) of all of the following of Spirit REIT and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a consistent basis:

(a) cash, Cash Equivalents (other than tenant deposits and other cash and Cash Equivalents that are subject to a Lien or a Negative Pledge or the disposition of which is restricted in any way), cash contained in any account established by or for the benefit of the Borrower or its Subsidiaries to effectuate a tax-deferred exchange in connection with the purchase and/or sale of Property, cash contained in master trust property release accounts and Marketable Securities; plus

(b) (i) Net Operating Income for the most recent fiscal quarter ended for all Properties and Hybrid Assets owned for the full fiscal quarter most recently ended multiplied by four (4), divided by (ii) the Capitalization Rate; plus

(c) the GAAP book value for any Property or Hybrid Asset acquired by the Borrower or such Subsidiary during the fiscal quarter most recently ended and owned as of the end of such fiscal quarter; plus

(d) for any Property or Hybrid Asset owned as of the end of the fiscal quarter most recently ended that is below 85% Occupancy, but that has been less than 85% Occupancy for no more than 12 months, the greater of (i) 50% of the unimpaired GAAP book value of such Property, or (ii) the most recent fiscal quarter’s Net Operating Income from such Property multiplied by four and divided by the Capitalization Rate; plus

(e) the GAAP book value of all Development Assets owned as of the end of the fiscal quarter most recently ended; plus

(f) the GAAP book value of Unimproved Land owned as of the end of the fiscal quarter most recently ended; plus

(g) the GAAP book value of Traditional Mortgage Receivables or notes receivable owned as of the end of the fiscal quarter most recently ended.

Spirit REIT’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a)) shall be included in the calculation of Total Asset Value consistent with the above described treatment for assets owned by the Borrower or a consolidated Subsidiary. For purposes of determining Total Asset Value: Net Operating Income from Development Assets, Properties and Hybrid Assets disposed of by the Borrower, any Subsidiary or any Unconsolidated Affiliate, as applicable, during the fiscal quarter most recently ended and from Properties and Hybrid Assets acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate, as applicable, during the fiscal quarter most recently ended shall, in each such case, be excluded from the immediately preceding clause (b).

The calculation of Total Asset Value shall be adjusted to eliminate the portion of each of the following types of assets that exceeds the limitation specified for such assets:



Type of Asset	Maximum Percentage of Total Asset Value
1. Properties and Hybrid Assets leased to Spirit REIT or any of its Subsidiaries under a ground lease	10%
2. Hybrid Assets	15%
3. Unimproved Land	5%
4. Marketable Securities (other than Cash Equivalents), Common Stock, Preferred Equity Interests and similar equity interests	5%
5. Traditional Mortgage Receivables and Notes Receivable	10%
6. Development Assets	10%
7. Unconsolidated Affiliates	15%
8. Total of items 3 through 7 above	35%

“ Total Indebtedness ” means, as to any Person as of a given date and without duplication: (a) all Indebtedness of such Person and its Subsidiaries determined on a consolidated basis, and (b) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person, net of cash and Cash Equivalents held in any cash collateral account and/or lender reserve account (which shall not include reserves and impounds for property operating expenses), subject to a Lien or a Negative Pledge or the disposition of which is restricted in any way.

“ Traditional Mortgage Receivable ” means any Indebtedness owing to the Borrower or its Subsidiaries which is secured by a first-priority mortgage or deed of trust on commercial real estate having a value in excess of the amount of such Indebtedness and which has been designated by the Borrower as a “Traditional Mortgage Receivable” in its most recent Compliance Certificate; provided that any such Indebtedness owed by an Unconsolidated Affiliate shall be reduced by the Borrower’s or such Subsidiary’s, as applicable, Ownership Share of such Indebtedness.

“ Type ” with respect to any Revolving Loan, refers to whether such Loan or portion thereof is a LIBOR Loan or a Base Rate Loan.

“ UCC ” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“ Unconsolidated Affiliate ” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person. Unless otherwise specified, all references to Unconsolidated Affiliates herein shall refer to Unconsolidated Affiliates of Spirit REIT.

“ Unencumbered Asset Value ” means, as of the last day of any fiscal quarter, the sum (without duplication) of all of the following of Spirit REIT and its Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a consistent basis:

(a) Unencumbered NOI for such fiscal quarter multiplied by four divided by the Capitalization Rate, plus

(b) cash, Cash Equivalents (other than tenant deposits and other cash and cash equivalents that are subject to a Lien or a Negative Pledge or the disposition of which is restricted in any way), and cash contained in any accounts established by or for the benefit of the Borrower or its Subsidiaries to effectuate a tax-deferred exchange in connection with the purchase and/or sale of Property; plus

(c) the GAAP book value of all Unencumbered Pool Assets that are Eligible Assets acquired during such fiscal quarter, plus

(d) the GAAP book value of Traditional Mortgage Receivables or notes receivable owned as of the end of such fiscal quarter (in each case, not subject to a Lien or a Negative Pledge or the disposition of which is restricted in any way).

For purposes of determining Unencumbered Asset Value: (i) Unencumbered NOI from Unencumbered Pool Assets disposed of by Spirit REIT or any Subsidiary during the relevant fiscal quarter and from Unencumbered Pool Assets acquired by Spirit REIT or any Subsidiary during such fiscal quarter shall, in each case, be excluded from clause (a) above; (ii) to the extent the amount of Unencumbered Asset Value attributable to Unencumbered Pool Assets subject to Ground Leases would exceed 10% of Unencumbered Asset Value, such excess shall be excluded; (iii) to the extent the amount of Unencumbered Asset Value attributable to the sum of Traditional Mortgage Receivables and notes receivable would exceed 10% of Unencumbered Asset Value, such excess shall be excluded; (iv) to the extent the amount of Unencumbered Asset Value attributable to the sum of Traditional Mortgage Receivables, notes receivable and Hybrid Assets would exceed 15% of Unencumbered Asset Value, such excess shall be excluded; (v) to the extent the amount of Unencumbered Asset Value attributable to any single tenant, except for Shopko (which will be limited to 45% of Unencumbered Asset Value until June 30, 2016 and 30% of Unencumbered Asset Value thereafter, in each case with any excess being excluded), would exceed 25% of Unencumbered Asset Value, such excess shall be excluded; (vi) to the extent the amount of Unencumbered Asset Value attributable to any single industry (as set forth in Spirit REIT’s periodic filings with the SEC) would exceed 30% of Unencumbered Asset Value, such excess shall be excluded, provided that Unencumbered Asset Value from Properties leased to Shopko shall not be taken into account when calculating the limit in this clause (vi); (vii) to the extent that the amount of Unencumbered Asset Value attributable to Unimproved Land would exceed 5% of Unencumbered Asset Value, such excess shall be excluded; and (viii) to the extent that the amount of Unencumbered Asset Value attributable to Development Assets would exceed 10% of Unencumbered Asset Value, such excess shall be excluded. Marketable Securities (other than Cash Equivalents), Common Stock, Preferred Equity Interests and similar equity interests shall not be included when determining the Unencumbered Asset Value.

“ Unencumbered NOI ” means, for any fiscal quarter:

(a) Net Operating Income for such fiscal quarter from all Properties that are Eligible Assets ( provided that with respect to Properties not owned for the full quarter, only the Net

Operating Income for the period during which such Properties are owned by the Borrower or a Subsidiary shall be included); plus

(b) the sum of mortgage payments (principal and interest) and ground lease rents from all Hybrid Assets that are Eligible Assets for such fiscal quarter ( provided that with respect to Hybrid Assets not owned or leased for the full quarter, only the amount received during the period in which such Hybrid Assets are owned or leased by the Borrower or a Subsidiary shall be included); plus

(c) solely when calculating the Unencumbered Interest Coverage Ratio, income from Traditional Mortgage Receivables and interest from notes receivable for such fiscal quarter.

For purposes of determining Unencumbered NOI when calculating the Unencumbered Interest Coverage Ratio, to the extent the amount of Unencumbered NOI attributable to clause (c) above would exceed 10% of Unencumbered NOI, such excess shall be excluded.

“ Unencumbered Pool ” means, collectively, all of the Unencumbered Pool Assets.

“ Unencumbered Pool Asset ” means any Property or Hybrid Asset that is (a) owned directly or indirectly by Spirit REIT, the Borrower or a wholly owned Subsidiary of Spirit REIT, (b) not subject to a lien that secures Indebtedness of any person or entity and (c) not subject to any negative pledge that would prohibit a pledge of such property or other asset to the Administrative Agent.

“ Unimproved Land ” means land on which no development (other than improvements that are not material and are temporary in nature) has occurred.

“ Unsecured Indebtedness ” means, with respect to a Person, Total Indebtedness of such Person minus Secured Indebtedness of such Person; provided that any recourse Indebtedness that is secured only by a pledge of Equity Interests shall be deemed to be Unsecured Indebtedness.

“ Unsecured Interest Expense ” means, with respect to a Person and for any period, the cash portion of all Interest Expense of such Person for such period attributable to Unsecured Indebtedness of such Person.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“ U.S. Tax Compliance Certificate ” has the meaning given to such term in Section 3.10(g)(ii)(B)(III).

“ Warehouse Entity ” means a wholly-owned (directly or indirectly) Subsidiary that the Borrower has identified as an intended future issuer under the Master Funding securitizations programs sponsored by Spirit REIT.

“ Wells Fargo ” means Wells Fargo Bank, National Association, and its successors and permitted assigns.

“ Wholly Owned Subsidiary ” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

“ Withdrawal Liability ” means any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means (a) the Borrower, (b) any other Loan Party, and (c) the Administrative Agent, as applicable.

Section 1.2 Accounting Matters.

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 13.6 ); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, the calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities.

Section 1.3 Interpretation.

For purposes of this Agreement and each other Loan Document, unless otherwise specified or the context otherwise requires, (a) any reference to a “Section”, an “Article”, an “Exhibit” or a “Schedule” is to a section, article, exhibit or schedule of the document in which such reference appears; (b) any reference to any document, instrument or agreement (including this Agreement) (i) includes all exhibits, schedules and other attachments hereto or thereto, (ii) includes all documents, instruments or agreements issued or executed in replacement hereof or thereof, to the extent permitted hereby or thereby and (iii) means such document, instrument or agreement, or replacement or predecessor hereto or thereto, as amended, supplemented, restated or otherwise modified from time to time (except to the extent prohibited hereby or thereby); (c) any reference to any law or regulation includes all statutory and regulatory provisions consolidating, amending, supplementing, replacing or interpreting such law or regulation; (d) each term stated in either the singular or plural includes the singular and plural; (e) a pronoun stated in the masculine, feminine or neuter gender includes the masculine, the feminine and the neuter; (f) any reference to an

“Affiliate” means an Affiliate of Spirit REIT; (g) titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only and neither limit nor amplify the provisions of this Agreement; (h) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (i) in the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including; ” and (k) all references to time are references to Central time daylight or standard, as applicable.

Section 1.1 Financial Attributes of Non-Wholly Owned Subsidiaries.

When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of Spirit REIT of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included and (b) Spirit REIT’s Ownership Share of the Borrower shall be deemed to be one hundred percent (100%).

ARTICLE II
CREDIT FACILITY

Section 2.1 Revolving Loans.

(a) Making of Revolving Loans . Subject to the terms and conditions set forth in this Agreement, including Section 2.14 , each Revolving Lender severally and not jointly agrees to make Revolving Loans in Dollars to the Borrower during the period from the Effective Date to the Revolving Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Lender’s Revolving Commitment. Each borrowing of Revolving Loans shall be in the amount of $1,000,000 or a higher integral multiple of $100,000. Notwithstanding the immediately preceding sentence but subject to Section 2.14 , a borrowing of Revolving Loans may be in the aggregate amount of the unused Revolving Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans.

(b) Requests for Revolving Loans . Not later than 11:00 a.m. at least one (1) Business Day prior to a borrowing of Revolving Loans that are to be Base Rate Loans and at least three (3) Business Days prior to a borrowing of Revolving Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such Revolving Loans are to be borrowed (which must be a Business Day), the Type of the requested Revolving Loans and, if such Revolving Loans are to be LIBOR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan or a LIBOR Loan) request that the Administrative Agent provide the Borrower with the most recent LIBOR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter.

(c) Funding of Revolving Loans . Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Each Revolving Lender shall deposit an amount equal to the Revolving Loan to be made by such Revolving Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds not later than 11:00 a.m. on the date of such proposed Revolving Loans. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified in the Disbursement Instruction Agreement, not later than 2:00 p.m. on the date of the requested borrowing of Revolving Loans, the proceeds of such amounts received by the Administrative Agent.

(d) Assumptions Regarding Funding by Revolving Lenders . With respect to Revolving Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Revolving Lender that such Revolving Lender will not make available to the Administrative Agent a Revolving Loan to be made by such Revolving Lender in connection with any borrowing, the Administrative Agent may assume that such Revolving Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Revolving Lender. In such event, if such Revolving Lender does not make available to the Administrative Agent the proceeds of such Revolving Loan, then such Revolving Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of such Revolving Loan with interest thereon, for each day from the date such Revolving Loan is made available to the Borrower to the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Revolving Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to such Loan. If the Borrower and such Revolving Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Revolving Lender pays to the Administrative Agent the amount of such Revolving Loan, the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in the borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make available the proceeds of a Revolving Loan to be made by such Revolving Lender.

Section 2.2 Letters of Credit.

(a) Letters of Credit . Subject to the terms and conditions of this Agreement, including Section 2.14 , the Issuing Banks, on behalf of the Revolving Lenders, agree to issue for the account of the Borrower during the period from the Effective Date to the date five (5) Business Days prior to the Revolving Maturity Date, one or more standby letters of credit (each a “ Letter of Credit ”) up to a maximum aggregate Stated Amount at any one time outstanding not to the L/C Commitment Amount; provided that an Issuing Bank shall not be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of all outstanding Letter of Credit Liabilities

pursuant to Letters of Credit issued by such Issuing Bank would exceed the lesser of (i) such Issuing Bank’s pro rata share of the L/C Commitment Amount (assuming for this purpose the L/C Commitment Amount is allocated evenly among the Issuing Banks) and (ii) the Commitment of such Issuing Bank in its capacity as a Lender.

(b) Terms of Letters of Credit . At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and the form of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower (such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the date that is five (5) Business Days prior to the Revolving Maturity Date, or (ii) any Letter of Credit have an initial duration in excess of one (1) year; provided that a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank, but in no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier of (x) the date that is five (5) Business Days prior to the Revolving Maturity Date and (y) the date one (1) year after the current expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Revolving Maturity Date (any such Letter of Credit being referred to as an “ Extended Letter of Credit ”), so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Lenders no later than five (5) Business Days prior to the Revolving Maturity Date, Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided , that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date five (5) Business Days prior to the Revolving Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date five (5) Business Days prior to the Revolving Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Revolving Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Extended Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least $50,000 (or such lesser amount as may be acceptable to the applicable Issuing Bank, the Administrative Agent and the Borrower).

(c) Requests for Issuance of Letters of Credit . The Borrower shall give the applicable Issuing Bank and the Administrative Agent written notice at least five (5) Business Days prior to

the requested date of issuance of a Letter of Credit (or such shorter period as the such Issuing Bank may agree), such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, (iii) expiration date, and (iv) desired Issuing Bank. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the applicable Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Section 6.2 , the applicable Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary, but in no event prior to the date five (5) Business Days (or such shorter period as agreed by the applicable Issuing Bank) following the date after which the applicable Issuing Bank has received all of the items required to be delivered to it under this subsection. No Issuing Bank shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank or any Revolving Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Upon the written request of the Borrower, an Issuing Bank shall deliver to the Borrower a copy of each Letter of Credit issued by such Issuing Bank within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document (excluding any certificate or other document presented by a beneficiary in connection with a drawing under such Letter of Credit), the term of such Loan Document shall control.

(d) Reimbursement Obligations . Upon receipt by an Issuing Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any demand for payment under such Letter of Credit and such Issuing Bank’s determination that such demand for payment complies with the requirements of such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by such Issuing Bank as a result of such demand and the date on which payment is to be made by such Issuing Bank to such beneficiary in respect of such demand; provided that an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each applicable Issuing Bank for the amount of each demand for payment under such Letter of Credit, such payment to be made on or before the later of (i) the Business Day following receipt by the Borrower from the applicable Issuing Bank of notice of such demand for payment, and (ii) to the date on which payment is to be made by such Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (such date, the “ Honor Date ”); provided that if the Borrower does not make such payment on the applicable Honor Date, such unreimbursed drawing shall be deemed to be a Revolving Loan under this Agreement, with each Lender funding its portion of such Revolving Loan pursuant to clause (e) below. Upon receipt by an Issuing Bank of any payment in respect of any Reimbursement Obligation in respect of a Letter of Credit issued by such Issuing Bank, such Issuing Bank shall

promptly pay to each Revolving Lender that has acquired a participation therein under the second sentence of the immediately following subsection (i) such Revolving Lender’s Revolving Commitment Percentage of such payment.

(e) Manner of Reimbursement . Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall advise the Administrative Agent and the applicable Issuing Bank whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the applicable Issuing Bank for the amount of the related demand for payment and, if it does, the Borrower shall submit a timely request for such borrowing as provided in the applicable provisions of this Agreement. If the Borrower fails to so advise the Administrative Agent and the applicable Issuing Bank, or if the Borrower fails to reimburse the applicable Issuing Bank for a demand for payment under a Letter of Credit issued by such Issuing Bank by the date of such payment, the failure of which such Issuing Bank shall promptly notify the Administrative Agent, then whether or not the applicable conditions contained in Article VI would permit the making of Revolving Loans, such unpaid Reimbursement Obligation shall automatically be converted into Revolving Loans (which shall initially be Base Rate Loans and shall accrue interest at the Base Rate plus the Applicable Margin applicable thereto unless and until Converted in accordance with Section 2.9 ) in an amount equal to the unpaid Reimbursement Obligation and the Administrative Agent shall give each Revolving Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent not later than 12:00 noon; provided that if under Applicable Law such unpaid Reimbursement Obligations cannot be automatically converted into Revolving Loans, then the provisions of subsection (j) of this Section shall apply. The amount limitations set forth in the second sentence of Section 2.1(a) shall not apply to any borrowing of Base Rate Loans under this subsection.

(f) Effect of Letters of Credit on Revolving Commitments . Upon the issuance by an Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been cancelled, the Revolving Commitment of each Revolving Lender shall be deemed to be utilized with respect to such Letter of Credit for all purposes of this Agreement in an amount equal to the product of (i) such Revolving Lender’s Revolving Commitment Percentage and (ii) the sum of (A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement Obligations then outstanding.

(g) Issuing Banks’ Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations . In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, each Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Banks, the Administrative Agent or the Revolving Lenders shall be responsible for, and the Borrower’s obligations in respect of Letters of Credit shall not be affected in any manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing

honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, electronic mail or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Banks, the Administrative Agent or the Revolving Lenders. None of the above shall affect, impair or prevent the vesting of any of the Issuing Banks’ or the Administrative Agent’s rights or powers hereunder. Any action taken or omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create against such Issuing Bank any liability to the Borrower, the Administrative Agent or any Lender. The obligation of the Borrower to reimburse the applicable Issuing Bank for any drawing made under any Letter of Credit issued by such Issuing Bank, and to repay any Revolving Loan made pursuant to the second sentence of Section 2.2(e) above, shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and any other applicable Letter of Credit Document under all circumstances whatsoever, including the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against any Issuing Bank, the Administrative Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, any Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by an Issuing Bank under any Letter of Credit issued by it against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section or Section 13.9 , but not in limitation of the Borrower’s unconditional obligation to reimburse the applicable Issuing Bank for any drawing made under a Letter of Credit issued by such Issuing Bank as provided in this Section and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), the Borrower shall have no obligation to indemnify the Administrative

Agent, any Issuing Bank or any Lender in respect of any liability incurred by the Administrative Agent, such Issuing Bank or such Lender arising solely out of the bad faith, gross negligence or willful misconduct of the Administrative Agent, such Issuing Bank or such Lender in respect of a Letter of Credit as determined by a court of competent jurisdiction in a final, non-appealable judgment. Except as otherwise provided in this Section, nothing in this Section shall affect any rights the Borrower may have with respect to the gross negligence or willful misconduct of the Administrative Agent, any Issuing Bank or any Lender with respect to any Letter of Credit.

(h) Amendments, Etc . The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit (excluding any amendment that reduces the amount of such Letter of Credit) issued by it shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including that the request therefor be made through the applicable Issuing Bank and the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and the Revolving Lenders, if any, required by Section 13.6 shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5(c) .

(i) Revolving Lenders’ Participation in Letters of Credit . Immediately upon the issuance by an Issuing Bank of any Letter of Credit each Revolving Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage of the liability of such Issuing Bank with respect to such Letter of Credit and each Revolving Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Bank to pay and discharge when due, such Lender’s Revolving Commitment Percentage of such Issuing Bank’s liability under such Letter of Credit. In addition, upon the making of each payment by a Revolving Lender to the Administrative Agent for the account of an Issuing Bank in respect of any Letter of Credit issued by such Issuing Bank pursuant to the immediately following subsection (j), such Revolving Lender shall, automatically and without any further action on the part of any Issuing Bank, the Administrative Agent or such Revolving Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Issuing Bank by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Revolving Lender’s Revolving Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to such Issuing Bank pursuant to the second and the last sentences of Section 3.5(d) ).

(j) Payment Obligation of Revolving Lenders . Each Revolving Lender severally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, on demand in immediately available funds in Dollars, the amount of such Lender’s Revolving Commitment Percentage of each drawing paid by such Issuing Bank under each Letter of Credit issued by such Issuing Bank to the extent such amount is not reimbursed by the Borrower pursuant

to the immediately preceding subsection (d); provided that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Revolving Lender’s Revolving Commitment Percentage of such drawing except as otherwise provided in Section 3.9(d) . If the notice referenced in the second sentence of Section 2.2(e) is received by a Revolving Lender not later than 11:00 a.m on a Business Day. then such Lender shall make such payment available to the Administrative Agent not later than 2:00 p.m. on the date of demand therefor; otherwise, such payment shall be made available to the Administrative Agent not later than 1:00 p.m. on the next succeeding Business Day. Each Revolving Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account of the applicable Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including (i) the failure of any other Revolving Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 11.1(e) or (f) , (iv) the termination of the Revolving Commitments, or (v) the delivery of Cash Collateral in respect of any Extended Letter of Credit. Each such payment to the Administrative Agent for the account of any Issuing Bank shall be made without any offset, abatement, withholding or deduction whatsoever.

(k) Information to Revolving Lenders . Promptly following any change in any Letter of Credit outstanding, the applicable Issuing Bank shall deliver to the Administrative Agent, which shall promptly deliver the same to each Revolving Lender and the Borrower, a notice describing the aggregate amount of all Letters of Credit issued by such Issuing Bank and outstanding at such time. Upon the request of Administrative Agent and/or any Revolving Lender from time to time, each Issuing Bank shall deliver any other information reasonably requested by such Revolving Lender with respect to each Letter of Credit issued by such Issuing Bank and then outstanding. Other than as set forth in this subsection, the Issuing Banks shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of an Issuing Bank to perform its requirements under this subsection shall not relieve any Revolving Lender from its obligations under the immediately preceding subsection (j).

(l) Extended Letters of Credit . Each Revolving Lender confirms that its obligations under the immediately preceding subsections (i) and (j) shall be reinstated in full and apply if the delivery of any Cash Collateral in respect of any Extended Letter of Credit is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise.

Section 2.3 Swingline Loans.

(a) Swingline Loans . Subject to the terms and conditions hereof, including Section 2.14 , the Swingline Lender agrees to make Swingline Loans to the Borrower, during the period from the Effective Date to the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser of (i) $50,000,000 and (ii) the

aggregate amount of the Revolving Commitment of the Swingline Lender then available for disbursement pursuant to the terms and conditions of this Agreement, as such amount may be reduced from time to time in accordance with the terms hereof (the “ Swingline Commitment Amount ”). If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Commitment Amount in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of the Swingline Lender the amount of such excess. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder. The borrowing of a Swingline Loan shall not constitute usage of any Revolving Lender’s Revolving Commitment for purposes of calculation of the fee payable under Section 3.5(b) . For all other purposes, the borrowing of a Swingline Loan shall constitute utilization of the Revolving Commitments, in an amount equal to each Revolving Lender’s Revolving Commitment Percentage, multiplied by the amount of such Swingline Loan.

(b) Procedure for Borrowing Swingline Loans . The Borrower shall give the Administrative Agent and the Swingline Lender notice pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be delivered to the Swingline Lender no later than 11:00 a.m. on the proposed date of such borrowing. Any telephonic notice shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy on the same day of the giving of such telephonic notice. Not later than 1:00 p.m. on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Section 6.2 for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing.

(c) Interest . Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time, plus the Applicable Margin for Revolving Loans that are Base Rate Loans, or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing. Interest on Swingline Loans is solely for the account of the Swingline Lender (except to the extent a Revolving Lender acquires a participating interest in a Swingline Loan pursuant to the immediately following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.4 with respect to interest on Base Rate Loans (except as the Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan).

(d) Swingline Loan Amounts, Etc . Each Swingline Loan shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in an integral multiple of $100,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may agree) and in connection with any such prepayment, the Borrower must give the Swingline Lender and the Administrative Agent prior written notice thereof no later

than 12:00 noon on the date of such prepayment. The Swingline Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

(e) Repayment and Participations of Swingline Loans . The Borrower agrees to repay each Swingline Loan within one (1) Business Day of demand therefor by the Swingline Lender and, in any event, within five (5) Business Days after the date such Swingline Loan was made; provided , that the proceeds of a Swingline Loan may not be used to pay a Swingline Loan or a Revolving Loan. Notwithstanding the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Maturity Date (or such earlier date as the Swingline Lender and the Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrower, the Swingline Lender may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), request a borrowing of Revolving Loans that are Base Rate Loans from the Revolving Lenders in an amount equal to the principal balance of such Swingline Loan. The amount limitations contained in the second sentence of Section 2.1(a) shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. The Swingline Lender shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 11:00 a.m. at least one (1) Business Day prior to the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from the Swingline Lender under the immediately preceding sentence, the Administrative Agent shall notify each Revolving Lender of the proposed borrowing. Not later than 11:00 a.m. on the proposed date of such borrowing, each Revolving Lender will make available to the Administrative Agent at the Principal Office for the account of the Swingline Lender, in immediately available funds, the proceeds of the Revolving Loan to be made by such Revolving Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including the existence of any of the Defaults or Events of Default described in Sections 11.1(e) or (f) , each Revolving Lender shall purchase from the Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Revolving Lender’s Revolving Commitment Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to the Administrative Agent for the account of the Swingline Lender in Dollars and in immediately available funds. A Revolving Lender’s obligation to purchase such a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have or claim against the Administrative Agent, the Swingline Lender or any other Person whatsoever, (ii) the existence of a Default or Event of Default (including any of the Defaults or Events of Default described in Sections 11.1(e) or (f) ), or the termination of any Revolving Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Administrative Agent, any Lender, the Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Revolving

Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Revolving Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such Revolving Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise).

Section 2.4 Rates and Payment of Interest on Loans.

(a) Rates . The Borrower promises to pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan (other than Swingline Loans, which shall bear interest as provided in Section 2.3(c) above) made by such Lender for the period from the date of the making of such Loan to the date such Loan shall be paid in full, at the following per annum rates:

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin for Base Rate Loans; and

(ii) during such periods as such Loan is a LIBOR Loan, at LIBOR for such Loan for the Interest Period therefor, plus the Applicable Margin for LIBOR Loans.

Notwithstanding the foregoing, while an Event of Default exists under Section 11.1(a) , 11.1(e) or 11.1(f) , or in the case of any other Event of Default, at the direction of the Requisite Lenders, the Borrower shall pay to the Administrative Agent for the account of each Lender and the Issuing Banks, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including accrued but unpaid interest to the extent permitted under Applicable Law).

(b) Payment of Interest . All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) (A) if such Loan is a Base Rate Loan, monthly in arrears on the first (1 ^st ) day of each month, commencing with the first (1 ^st ) full calendar month occurring after the Agreement Date and upon any Conversion of a Base Rate Loan to a LIBOR Loan on the principal amount so Converted, (B) if such Loan is a LIBOR Loan, in arrears on the last day of the applicable Interest Period (and, in the case of Interest Periods longer than three (3) months, on each three (3) month anniversary of the commencement of such Interest Period in arrears), and (ii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate in accordance with Section 2.4(a) above shall be payable from time to time on demand by Administrative Agent. All determinations by the Administrative Agent of an interest rate

hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

(c) Borrower Information Used to Determine Applicable Interest Rates . The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “ Borrower Information ”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement for one (1) year, and this provision shall not in any way limit any of the Administrative Agent’s, any Issuing Bank’s, or any Lender’s other rights under this Agreement.

Section 2.5 Number of Interest Periods.

There may be no more than eight (8) different Interest Periods for LIBOR Loans outstanding at the same time.

Section 2.6 Repayment of Loans.

The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Loans on the Revolving Maturity Date.

Section 2.7 Prepayments.

(a) Optional . Subject to Section 5.4 , the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Administrative Agent at least three (3) Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $100,000 and integral multiples of $25,000 in excess thereof.

(b) Mandatory .

(i) Revolving Commitment Overadvance . If at any time the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate amount of the Revolving Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Lenders then holding Revolving Commitments (or if the

Revolving Commitments have been terminated, then holding outstanding Revolving Loans, Swingline Loans and/or Letter of Credit Liabilities), the amount of such excess.

(ii) Application of Mandatory Prepayments . Amounts paid under the preceding subsection (b)(i) shall be applied to pay all amounts of principal outstanding on the Loans (and to such Loans as the Borrower may direct or, in the absence of such direction or if an Event of Default exists, first to Base Rate Loans and then successively to LIBOR Loans with the shortest remaining Interest Periods) and any Reimbursement Obligations pro rata in accordance with Section 3.2 and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 5.4 .

(c) No Effect on Derivatives Contracts . No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under any Derivatives Contracts entered into with respect to the Loans.

Section 2.8 Continuation.

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan. Each Continuation of a LIBOR Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. three (3) Business Days prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the LIBOR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, continue as a LIBOR Loan with an Interest Period of one (1) month; provided , however that if an Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.9 or the Borrower’s failure to comply with any of the terms of such Section.

Section 2.9 Conversion.

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided , however , a Base Rate Loan may not be Converted into a LIBOR Loan if an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 11:00 a.m. three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Section 2.10 Notes.

(a) Notes . Except in the case of a Revolving Lender that has notified the Administrative Agent in writing that it elects not to receive a Revolving Note, the Revolving Loans made by each Revolving Lender shall, in addition to this Agreement, also be evidenced by a Revolving Note, payable to such Revolving Lender in a principal amount equal to the amount of its Revolving Commitment as originally in effect and otherwise duly completed. The Swingline Loans made by the Swingline Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Swingline Note payable to the Swingline Lender.

(b) Records . Subject to Section 13.5(c) , which shall control in the event of any inconsistency with this Section 2.10(b) , the date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8 , in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8 shall be controlling.

(c) Lost, Stolen, Destroyed or Mutilated Notes . Upon receipt by the Borrower of (i) written notice from a Lender that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

Section 2.11 Voluntary Reductions of the Revolving Commitment.

The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Revolving Commitments (for which purpose use of the Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Swingline Loans) at any time and from time to time without penalty or premium upon not less than five (5) Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Commitments shall not be less than $10,000,000 and integral multiples of $5,000,000 in excess of that amount in the aggregate) and shall be effective only upon receipt by the Administrative Agent (“ Commitment Reduction Notice ”); provided , however , (a) the Borrower may not reduce the aggregate amount of the Revolving Commitments below $100,000,000 unless the Borrower terminates the Revolving Commitments in full and (b) if such reduction or termination is being made in connection with the closing of another transaction, then it may be made conditional on the closing of such other transaction. Promptly after receipt of a Commitment Reduction Notice, the Administrative Agent shall notify each Lender of the proposed termination or Revolving Commitment reduction. The Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased (except pursuant to Section 2.15 or reinstated. The Borrower shall pay all interest and fees on the Revolving Loans accrued to the date of such reduction or termination of the Revolving Commitments to the Administrative Agent for the account of the Revolving Lenders, including any applicable compensation due to each Revolving Lender in accordance with Section 5.4 . Each notice delivered by the Borrower pursuant to this Section 2.11 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Section 2.12 Extension of Revolving Maturity Date.

The Borrower shall have the right, exercisable one (1) time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Maturity Date by one (1) year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the current Revolving Maturity Date, a written request for such extension (an “ Extension Request ”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Original Revolving Maturity Date shall be extended to the Extended Revolving Maturity Date: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by

materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5(c) . At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Section 2.13 Expiration Date of Letters of Credit Past Revolving Commitment Termination.

If on the date the Commitments are terminated or reduced to zero (0) (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise) there are any Letters of Credit outstanding hereunder and the aggregate Stated Amount of such Letters of Credit exceeds the balance of available funds on deposit in the Letter of Credit Collateral Account, then the Borrower shall, on such date, pay to the Administrative Agent, for its benefit and the benefit of the Lenders and the Issuing Banks, for deposit into the Letter of Credit Collateral Account, an amount of money equal to the amount of such excess.

Section 2.14 Amount Limitations.

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Banks shall not be required to issue any Letter of Credit and no reduction of the Revolving Commitments pursuant to Section 2.11 shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Revolving Commitments, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Revolving Commitments at such time.

Section 2.15 Increase in Revolving Commitments.

The Borrower shall have the right, exercisable up to five (5) times, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided that after giving effect to any and all such increases the aggregate amount of the Revolving Commitments shall not exceed One Billion Dollars ($1,000,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Commitments; provided , that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or

institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A) . No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) . If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Revolving Commitments, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Revolving Note executed by the Borrower, payable to such new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Commitments. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.15 , any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws

of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Section 2.16 Funds Transfer Disbursements.

The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

ARTICLE III
PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

Section 3.1 Payments.

(m) Payments by Borrower . Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10 ), to the Administrative Agent at the Principal Office, not later than 1:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5 , the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one (1) Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day that is not a Business Day such date shall be extended to the next succeeding Business Day (unless, in the case of payment of interest on a LIBOR Loan, such next succeeding Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the next preceding Business Day) and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

(n) Presumptions Regarding Payments by Borrower . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from the date such amount is distributed to it to the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 3.2 Pro Rata Treatment.

Except to the extent otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1(a) , 2.4(e) and 2.5(e) shall be made by the Revolving Lenders, each payment of the fees under Sections 3.5(a) , 3.5(b) , the first sentence of 3.5(c) , and 3.5(e) shall be made for the account of the Revolving Lenders, and each termination or reduction of the amount of the Revolving Commitments under Section 2.11 shall be applied to the respective Revolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Revolving Commitments; (b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Revolving Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9 , if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Revolving Lenders pro rata in accordance with such respective Revolving Commitments; (c) each payment of interest on Revolving Loans (excluding additional interest pursuant to Section 5.1(c) ) shall be made for the account of the Revolving Lenders pro rata in accordance with the amounts of interest on such Revolving Loans then due and payable to the respective Lenders; (d) the Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Section 5.5 ) shall be made pro rata among the Revolving Lenders according to the amounts of their respective Revolving Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) the Revolving Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.3 , shall be in accordance with their respective Revolving Commitment Percentages; and (f) the Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.2 , shall be in accordance with their respective Revolving Commitment Percentages. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any Revolving Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.3(e) , in which case such payments shall be pro rata in accordance with such participating interests).

Section 3.3 Sharing of Payments, Etc.

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5 , as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2 or Section 11.5 , as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Section 3.4 Several Obligations.

No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

Section 3.5 Fees.

(a) Closing Fee . On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

(b) Unused Fee and Facility Fee . The Borrower agrees to pay to the Administrative Agent for the account of the Revolving Lenders:

(i) During the period from Effective Date to the earlier of (A) the first Business Day of the first calendar month after the Borrower elects under the definition of Applicable Margin, to have pricing be based on the “Ratings Based Pricing Grid” as set forth in such definition (the “ Adjustment Date ”) and (B) the date on which the Revolving Commitment terminates, an unused fee equal to (x) the sum of the daily amount by which the aggregate

amount of the Revolving Commitments exceeds the aggregate principal balance of (1) the Revolving Loans disbursed under this Agreement plus (2) Letter of Credit Liabilities multiplied by (y) the applicable per annum unused fee percentage specified in the table below. Such fee shall be computed on a daily basis and payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the earlier of (A) the Adjustment Date and (B) the date of the termination of the Revolving Commitments. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.



Unused Fee
Unused Amount	Unused Fee Percentage
Less than or equal to 50% of the aggregate amount of Revolving Commitments	0.15%
Greater than 50% of the aggregate amount of Revolving Commitments	0.25%

(ii) During the period from the Adjustment Date to the date on which the Revolving Commitment terminates, a facility fee equal to the daily aggregate amount of the Revolving Commitments (whether or not utilized) multiplied by a rate per annum equal to the Applicable Facility Fee. Such fee shall be computed on a daily basis and payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the date of termination of the Revolving Commitments. The Borrower acknowledges that the fee payable hereunder is a bona fide facility fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

(c) Revolving Credit Extension Fee . If the Borrower exercises its right to extend the Revolving Maturity Date in accordance with Section 2.12 , the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a fee equal to fifteen hundredths of one percent (0.15%) of the amount of such Revolving Lender’s Revolving Commitment (whether or not utilized). Such fee shall be fully earned and due and payable in full on the date the extension is effective.

(d) Letter of Credit Fees . The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for LIBOR Loans multiplied by the daily average Stated Amount of each Letter of Credit for the period from the date of issuance of such Letter of Credit to (x) the date such Letter of Credit expires or is cancelled or terminated or (y) the date such Letter of Credit is drawn in full. In addition to such fees, the Borrower shall pay to each Issuing Bank solely for its own account, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank equal to one-eighth of one percent (0.125%) of the initial Stated Amount of such Letter of Credit; provided , however , in no event shall the aggregate amount of such fee in respect of any Letter of Credit be

less than One Thousand Five Hundred Dollars ($1,500). The fees provided for in this subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) quarterly on the first day of January, April, July and October, (ii) on the Revolving Maturity Date, (iii) on the date the Revolving Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent and in the case of the fee provided for in the second sentence, at the time of issuance of such Letter of Credit. The Borrower shall pay directly to the applicable Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged or incurred by such Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit or any other transaction relating thereto.

(e) Administrative and Other Fees . The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

Section 3.6 Computations.

All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and Fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which such Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

Section 3.7 Usury.

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.4(a)(i) through (ii) and, with respect to Swingline Loans, in Section 2.3(c) . Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, closing fees, letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each case, in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Administrative Agent or any such Lender for underwriting or

administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

Section 3.8 Statements of Account.

The Administrative Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

Section 3.9 Defaulting Lenders.

Notwithstanding anything to the contrary contained in this Agreement, if any Revolving Lender becomes a Defaulting Lender, then, until such time as such Revolving Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(d) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Requisite Lenders and in Section 13.6 .

(e) Defaulting Lender Waterfall . Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or the Swingline Lender hereunder; third , to Cash Collateralize the Issuing Banks’ Fronting Exposures with respect to such Defaulting Lender in accordance with subsection (e) below; fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of

competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.2(j) in respect of Letters of Credit (such amounts “ L/C Disbursements ”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitment Percentages (determined without giving effect to the immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(f) Certain Fees .

(i) Each Defaulting Lender shall be entitled to receive the Fee payable under Section 3.5(b)(ii) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding principal amount of the Revolving Loans funded by it, and (2) its Revolving Commitment Percentage of the Stated Amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

(ii) Each Defaulting Lender shall be entitled to receive the Fee payable under Section 3.5(d) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

(iii) With respect to any Fee not required to be paid to any Defaulting Lender pursuant to the immediately preceding clauses (i) or (ii) (other than the portion of any such fee payable under such preceding clause (ii)), the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non‑Defaulting Lender pursuant to the immediately following subsection (d), (y) pay to each Issuing Bank, as applicable, and the Swingline Lender, as applicable, the amount of any such Fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender that has not been Cash Collateralized by the Borrower, and (z) not be required to pay the remaining amount of any such Fee.

(g) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Commitment Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(h) Cash Collateral, Repayment of Swingline Loans .

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection.

(ii) At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued by such Issuing Bank and outstanding at such time.

(iii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Banks, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the aggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter

of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(v) Cash Collateral (or the appropriate portion thereof) provided to reduce an Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender), or (y) the determination by the Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the applicable Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided , further , that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents for so long as there still exists a Defaulting Lender.

(i) Defaulting Lender Cure . If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Banks agree in writing that a Revolving Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages (determined without giving effect to the immediately preceding subsection (d)), whereupon such Revolving Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Lender’s having been a Defaulting Lender.

(j) New Swingline Loans/Letters of Credit . So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure, or all Fronting Exposure has been Cash Collateralized by the Borrower, after giving effect thereto.

(k) Purchase of Defaulting Lender’s Commitment . During any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Commitment and Loans to an Eligible Assignee subject to and in accordance

with the provisions of Section 13.5(b) . No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion of such Defaulting Lender’s Commitment and Loans via an assignment subject to and in accordance with the provisions of Section 13.5(b) . In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5(b) , shall pay to the Administrative Agent an assignment fee in the amount of Seven Thousand Five Hundred Dollars ($7,500). The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any of the Non-Defaulting Lenders.

Section 3.10 Taxes.

(a) Issuing Banks . For purposes of this Section, the term “Lender” includes each Issuing Bank and the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrower . The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower . The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.5 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any amount at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection. The provisions of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation as Administrative Agent.

(f) Evidence of Payments . As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders .

(vi) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(vii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II) an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(IV) to the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the

Administrative Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section),

it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival . Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

ARTICLE IV
INTENTIONALLY OMITTED

ARTICLE V
YIELD PROTECTION, ETC.

Section 5.1 Additional Costs; Capital Adequacy.

(d) Capital Adequacy . If any Lender determines that any Regulatory Change affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(e) Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to

compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making, continuing, converting to or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “ Additional Costs ”), resulting from any Regulatory Change that:

(iii) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes);

(iv) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including the Commitments of such Lender hereunder); or

(v) imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender.

(f) Lender’s Suspension of LIBOR Loans . Without limiting the effect of the provisions of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, unless the Borrower is timely paying all such Additional Costs, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent) the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5 shall apply).

(g) Additional Costs in Respect of Letters of Credit . Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes), reserve, special

deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to an Issuing Bank of issuing (or any Revolving Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by an Issuing Bank or any Revolving Lender hereunder in respect of any Letter of Credit, then, upon demand by such Issuing Bank or such Revolving Lender, the Borrower shall pay immediately to such Issuing Bank or, in the case of such Revolving Lender, to the Administrative Agent for the account of such Revolving Lender, from time to time as specified by such Issuing Bank or such Revolving Lender, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Revolving Lender for such increased costs or reductions in amount.

(h) Notification and Determination of Additional Costs . Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided that the failure of the Administrative Agent, an Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder, except that, the Borrower shall not be responsible for such compensation or requirement to make any other payments if the Borrower is not notified within two hundred seventy (270) days following the date of the effectiveness or implementation (which may be retroactive, in which case such 270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or implementation thereof) by the applicable Governmental Authority of the Regulatory Change giving rise thereto. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, an Issuing Bank or a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, the applicable Issuing Bank and or the applicable Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

Section 5.2 Suspension of LIBOR Loans.

Anything herein to the contrary notwithstanding, if, on or prior to the determination of LIBOR for any Interest Period:

(a) the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for the ascertaining LIBOR for such Interest Period;

(b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or

(c) the Administrative Agent reasonably determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such Interest Period is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.

Section 5.3 Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, LIBOR Loans shall be suspended until such time as such Lender may again make and maintain LIBOR Loans (in which case the provisions of Section 5.5 shall be applicable).

Section 5.4 Compensation.

The Borrower shall pay to the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts as the Administrative Agent shall determine in its sole discretion shall be sufficient to compensate such Lender for any loss, cost or expense attributable to:

(d) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or Conversion of a LIBOR Loan, made by such Lender for any reason (including acceleration) on a date other than the last day of the Interest Period for such Loan; or

(e) any failure by the Borrower for any reason (including the failure of any of the applicable conditions precedent specified in Section 6.2 to be satisfied but excluding any suspension of LIBOR Loans under Section 5.2 ) to borrow a LIBOR Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested date of such Conversion or Continuation.

The amount of compensation payable pursuant to the foregoing subsection (a) or (b) shall be equal to the then present value of (A) the amount of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable to such LIBOR Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such LIBOR Loan, as applicable, calculating present value by using as a discount rate LIBOR quoted on such date. Upon the

Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

Section 5.5 Treatment of Affected Loans.

If the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.2 or Section 5.3 , then such Lender’s LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such LIBOR Loans (or, in the case of a Conversion required by Section 5.3 , on such earlier date as such may be required by Applicable Law) and, unless and until such Lender or the Administrative Agent, as applicable, gives notice as provided below that the circumstances specified in Section 5.2 or Section 5.3 that gave rise to such Conversion no longer exist:

(a) to the extent that such Lender’s LIBOR Loans have been so Converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s LIBOR Loans shall be applied instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by such Lender as LIBOR Loans shall be made or Continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into LIBOR Loans shall remain as Base Rate Loans.

If such Lender or the Administrative Agent, as applicable, gives notice to the Borrower (with a copy to the Administrative Agent, as applicable) that the circumstances specified in Section 5.2 or 5.3 that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section no longer exist (which such Lender or the Administrative Agent, as applicable, agrees to do promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 5.6 Affected Lenders.

If (a) a Lender requests compensation pursuant to Section 3.10 or 5.1 , and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Section or (c) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Requisite Lenders or the consent of each affected Lender, or all Lenders, and such amendment, waiver or other modification is consented to by the Requisite Lenders, all other affected Lenders or all other Lenders (as applicable), then, so long as there does not then exist any Default, the Borrower may demand that such Lender (the “ Affected Lender ”), and upon such

demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.2(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b) ; provided , that the Borrower shall only demand the Affected Lender to assign its Commitment pursuant to subsection (a) above if such assignment will result in lower costs for the Borrower at the time of the assignment. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including pursuant to Sections 3.10 , 5.1 or 5.4 ) with respect to any period up to the date of replacement.

Section 5.7 Change of Lending Office.

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10 , 5.1 or 5.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

Section 5.8 Assumptions Concerning Funding of LIBOR Loans.

Calculation of all amounts payable to a Lender under this Article shall be made as though such Lender had actually funded LIBOR Loans through the purchase of deposits in the relevant market bearing interest at the rate applicable to such LIBOR Loans (excluding any Applicable Margin) in an amount equal to the amount of the LIBOR Loans and having a maturity comparable to the relevant Interest Period; provided that each Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article.

ARTICLE VI
CONDITIONS PRECEDENT

Section 6.1 Initial Conditions Precedent.

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the reasonable satisfaction or waiver of the following conditions precedent:

(d) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent:

(vi) counterparts of this Agreement executed by each of the parties hereto;

(vii) to the extent requested by the Lenders, a Revolving Note made by the Borrower, payable to each applicable Lender (but excluding any Lender that has requested that it not receive Notes) and complying with the terms of Section 2.10(a) and the Swingline Note made by the Borrower;

(viii) the Guaranty executed by each of the Guarantors initially to be a party thereto;

(ix) an opinion of (A) Latham & Watkins LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering the matters reasonably required by Administrative Agent and (B) Ballard Spahr LLP, Maryland counsel to Spirit REIT, addressed to the Administrative Agent and the Lenders and covering the matters reasonably required by the Administrative Agent;

(x) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party;

(xi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party from the Secretary of State (ore equivalent Governmental Authority) of the state of formation of such Loan Party issued as of a recent date;

(xii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation;

(xiii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

(xiv) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending December 31, 2014;

(xv) a Disbursement Instruction Agreement effective as of the Agreement Date;

(xvi) evidence that all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Credit Agreement shall have been paid in full and all Liens securing such indebtedness, liabilities or other obligations have been released;

(xvii) copies of all Material Contracts and Specified Derivatives Contracts in existence on the Agreement Date;

(xviii) the Fee Letter;

(xix) evidence that the Fees, if any, then due and payable under Section 3.5 , together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including the fees and expenses of counsel to the Administrative Agent, have been paid;

(xx) UCC, tax, judgment and lien search reports with respect to each Loan Party in all necessary or appropriate jurisdictions indicating that there are no liens of record other than Permitted Liens; provided that with respect to county-level real property searches, such searches may be dated up to six (6) months prior to the date hereof and cover certain (but not all) Unencumbered Pool Assets as identified to the Administrative Agent prior to the Agreement Date; and

(xxi) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;

(e) there shall not have occurred any material adverse change in the Borrower’s financial condition since the date of the most recent quarterly financial statement filed with the SEC on Form 10-K prior to the date of this Agreement;

(f) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

(g) the Borrower, the other Loan Parties and the other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound;

(h) the Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and

(i) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

Section 6.2 Conditions Precedent to All Loans and Letters of Credit.

In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1 , the obligations of (i) Lenders to make any Loans and (ii) any Issuing Bank to issue any Letter of Credit are each subject to the further conditions precedent that: (a) no Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.14 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

ARTICLE VII REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties.

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of each Issuing Bank, to issue Letters of Credit, the Borrower represents and warrants to the Administrative Agent, the Issuing Banks and each Lender as follows:

(f) Organization; Power; Qualification . Each of the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

(g) Ownership Structure . Part I of Schedule 7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of Spirit REIT and Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Spirit REIT and Borrower and their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and non-assessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. Part II of Schedule 7.1(b) , as of the Agreement Date, correctly sets forth all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.

(h) Authorization of Loan Documents and Borrowings . The Borrower has the right and power, and has taken, and has caused Spirit REIT to take, all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party in accordance with its terms and to consummate the transactions contemplated thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally.

(i) Compliance of Loan Documents with Laws . The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under (A) the organizational documents of any Loan Party or (B) any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound, except under this clause (B) as could not reasonably be expected to have a Material Adverse Effect; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.

(j) Compliance with Law; Governmental Approvals . Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for non-compliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

(k) Title to Properties and Hybrid Assets; Liens . Schedule 7.1(f)(i) is, as of the Agreement Date, a complete and correct listing of all Properties and Hybrid Assets of the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property or Hybrid Asset, as applicable, the current occupancy status of such Property or Hybrid Asset and whether such Property or Hybrid Asset is a Development Asset and, if such Property or Hybrid Asset is a Development Asset, the status of completion of such Property or Hybrid Asset. Schedule 7.1(f)(ii) is, as of the Agreement Date, a complete and correct listing of all Eligible Assets.

(l) Existing Indebtedness; Total Indebtedness . Part I of Schedule 7.1(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness under clause (a) of the definition of “Indebtedness” (including all Guarantees in respect of such Indebtedness) of each of the Borrower, the other Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries have performed and are in compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the passage of time, or both, would constitute a default or event of default, exists with respect to any such Indebtedness, except any such defaults or events of default, which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Part II of Schedule 7.1(g) is, as of the Agreement Date, a complete and correct listing of all Total Indebtedness of the Borrower, the other Loan Parties and the other Subsidiaries (excluding any Indebtedness set forth on Part I of such Schedule).

(m) Material Contracts . Schedule 7.1(h) is, as of the Agreement Date, a true, correct and complete listing of all Material Contracts. Each of the Borrower, the other Loan Parties and

the other Subsidiaries that are parties to any Material Contract has performed and is in compliance with all of the terms of such Material Contract, and no material default or material event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Material Contract.

(n) Litigation . Except as set forth on Schedule 7.1(i) , there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened in writing, nor is there any basis therefor known to any Loan Party) against or in any other way relating adversely to or affecting the Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability of the Loan Documents taken as a whole. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to any Loan Party or any other Subsidiary, that individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(o) Taxes . All federal and state income tax returns and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed have been duly filed (except for any such returns the non-filing of which would not result in any material fine or penalty or would not otherwise reasonably be expected to have a Material Adverse Effect); and all federal and state income taxes and other material taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 8.6 . As of the Agreement Date, none of the United States federal income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any material taxes or other governmental charges are in accordance with GAAP.

(p) Financial Statements . The Borrower has furnished to each Lender copies of the audited consolidated balance sheet of Spirit REIT and its consolidated Subsidiaries for the fiscal years ended December 31, 2013 and December 31, 2014, and the related audited consolidated statements of operations, shareholders’ equity and cash flow for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of Spirit REIT and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods. Neither Spirit REIT nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in said financial statements.

(q) No Material Adverse Change . Since December 31, 2014, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Borrower, the other Loan Parties and the other Subsidiaries is Solvent.

(r) Intentionally Omitted .

(s) ERISA .

(i) Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.

(ii) With respect to any retiree welfare benefit arrangement, all amounts have been accrued on Spirit REIT’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $50,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715.

(iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement or Plan; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement or Plan; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject Spirit REIT or the Borrower to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

(t) Absence of Default . None of the Loan Parties or any of the other Subsidiaries is in default under its certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or

(ii) which constitutes a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than any Loan Document) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u) Intentionally Omitted.

(v) Investment Company . None of the Borrower, any other Loan Party or any other Subsidiary is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

(w) Margin Stock . None of the Borrower, any other Loan Party or any other Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

(x) Affiliate Transactions . Except as permitted by Section 10.9 or as otherwise set forth on Schedule 7.1(s) , none of the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.

(y) Intentionally Omitted.

(z) Business . As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries are engaged in the business of acquiring, owning, redeveloping, developing, financing and managing various types of Properties, together with other business activities incidental thereto.

(aa) Intentionally Omitted.

(bb) Accuracy and Completeness of Information . All written information, reports and other papers and data (other than financial projections and other forward looking statements) furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the recipient a true and accurate knowledge of the subject matter, or, in the case of financial statements, present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year-end and audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter be made available to the Administrative Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. As

of the Agreement Date, no fact is known to any Loan Party which has had, or may in the future have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 7.1(k) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained therein not materially misleading.

(cc) Not Plan Assets; No Prohibited Transactions . None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

(dd) OFAC . None of the Borrower, any of the other Loan Parties, any of the other Subsidiaries, or, to the Borrower’s actual knowledge, any director, officer, employee thereof or any other Affiliate of the Borrower: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”) available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/index.shtml, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from any Loan, and no Letter of Credit, will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person or in violation of Anti-Corruption Laws; or (iv) is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom (collectively, “ Sanctions ”), or located, organized or resident in a country or territory that is the subject of Sanctions.

(ee) REIT Status . Spirit REIT qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow Spirit REIT to maintain its status as a REIT.

(ff) Unencumbered Pool Assets . Each Unencumbered Pool Asset included in any calculation of the Unencumbered Asset Value satisfies all of the requirements set forth in definition of “Eligible Assets.

(gg) Money Laundering Laws . The operations of Spirit REIT and its Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial record keeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1977, as amended by the Patriot Act, and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory authorities having jurisdiction over Spirit REIT or any of its Subsidiaries (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental or regulatory authorities or any arbitrator involving the Spirit REIT or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the actual knowledge of the Borrower, threatened in writing which would reasonably be expected to result in a Material Adverse Effect.

(hh) Anti-Corruption Laws . Spirit REIT and its Subsidiaries have conducted their businesses in compliance in all material respects with Anti-Corruption Laws and have instituted and maintained, and will continue to comply with, and to maintain and enforce, reasonable policies and procedures designed to promote and achieve compliance in all material respects with, such laws. The Company shall maintain and enforce reasonable policies and procedures with respect to itself and its Subsidiaries designed to ensure compliance in all material respects with applicable Money Laundering Laws.

Section 7.2 Survival of Representations and Warranties, Etc.

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Maturity Date is effectuated pursuant to Section 2.12 , the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.15 and at and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit

ARTICLE VIII
AFFIRMATIVE COVENANTS

For so long as this Agreement is in effect, the Borrower shall comply with the following covenants:

Section 8.1 Preservation of Existence and Similar Matters.

Except as otherwise permitted under Section 10.4 , the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to maintain or to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

Section 8.2 Compliance with Applicable Law.

The Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect.

Section 8.3 Maintenance of Property.

In addition to the requirements of any of the other Loan Documents, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, protect and preserve all of its respective material properties, including all intellectual property necessary to the conduct of its respective business, and maintain in good repair, working order and condition all tangible properties, ordinary wear and tear excepted.

Section 8.4 Conduct of Business.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1(u) and not enter into any line of business not engaged in by Spirit REIT and its Subsidiaries as of the Agreement Date.

Section 8.5 Insurance.

In addition to the requirements of any of the other Loan Documents, the Borrower and each other Loan Party and each other Subsidiary shall maintain, or cause their respective tenants or borrowers to maintain (provided that the applicable Loan Party or Subsidiary is named as a loss payee and additional insured thereunder), insurance (on a replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list, together with copies of all policies of the insurance then in effect, stating the names of the

insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

Section 8.6 Payment of Taxes and Claims.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge when due (a) all federal and state income taxes and other material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all material lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim that (i) is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP or (ii) in the aggregate with all other such taxes, assessments, charges, levies and claims (excluding those referred to in the foregoing clause (i)) does not exceed $5,000,000.

Section 8.7 Books and Records; Inspections.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true and correct in all material respects entries shall be made of all dealings and transactions in relation to its business and activities. The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent (on behalf of any Lender) to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Borrower), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior written notice to the Borrower; provided that notwithstanding the foregoing, if no Event of Default exists, there shall be no more than one (1) such inspection in any fiscal year of the Borrower. The Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. The Borrower hereby authorizes and instructs its accountants to discuss the financial affairs of the Borrower, any other Loan Party or any other Subsidiary with the Administrative Agent or any Lender so long as an officer of the Borrower has the opportunity to be present for such discussions.

Section 8.8 Use of Proceeds.

The Borrower will use the proceeds of Loans only (a) for the payment of pre-development and development costs incurred in connection with Properties owned by the Borrower or any Subsidiary; (b) to finance acquisitions otherwise permitted under this Agreement; (c) to finance capital expenditures, equity investments and the repayment of Indebtedness of Spirit REIT and its Subsidiaries; and (d) to provide for the general working capital needs of Spirit REIT and its Subsidiaries and for other general corporate purposes of Spirit REIT, the Borrower and its

Subsidiaries. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of such proceeds to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. The Borrower and the other Loan Parties shall comply with Regulations T, U and X of the Board of Governors of the Federal Reserve System.

Section 8.9 Environmental Matters.

Except as could not reasonably be expected to result in a Material Adverse Effect: (i) the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws; (ii) the Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with all Environmental Laws; (iii) the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, enter into agreements requiring each of their respective tenants or borrowers to promptly take all actions and pay or arrange to pay all costs necessary for it and for the Properties to comply with all Environmental Laws and all Governmental Approvals, including, to the extent required to comply with all Environmental Laws, actions to remove and dispose of all Hazardous Materials and to clean up the Properties as required under Environmental Laws, or in the case of vacant properties, the Borrower and each other Loan Party and each other Subsidiary to take such action itself; and (iv) the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, enter into agreements requiring each of their respective tenants or borrowers to promptly take all actions necessary to prevent the imposition of any Liens (other than Permitted Liens) on any of their respective properties arising out of or related to any Environmental Laws, or in the case of vacant properties, the Borrower and each other Loan Party and each other Subsidiary to take such action itself. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 8.10 Further Assurances.

At the Borrower’s cost and expense and upon request of the Administrative Agent, the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions of this Agreement and the other Loan Documents.

Section 8.11 Material Contracts.

The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with any and all material representations, warranties, covenants and agreements expressed as binding upon any such Person under any Material Contract,

except for any non-performance or non-compliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair materially the value of any of the Material Contracts.

Section 8.12 REIT Status.

The Borrower shall cause Spirit REIT to maintain its status as, and continue to qualify as, a REIT.

Section 8.13 Exchange Listing.

The Borrower shall cause Spirit REIT to maintain at least one (1) class of common shares of Spirit REIT having trading privileges on the New York Stock Exchange or NYSE Amex Equities or which is subject to price quotations on The NASDAQ Stock Market’s National Market System.

Section 8.14 Guarantors.

(a) The Borrower shall (within the time period specified in the following subsection (b) , if applicable) cause Spirit REIT and each Material Subsidiary (other than an Excluded Subsidiary) that meets the following conditions to be a party to the Guaranty: (i) such Material Subsidiary becomes obligated in respect of any Indebtedness for borrowed money or Capitalized Lease Obligations of Spirit REIT or the Borrower or (ii) (A) such Material Subsidiary owns an Unencumbered Pool Asset and (B) such Material Subsidiary, or any Subsidiary that directly or indirectly owns any Equity Interest in such Material Subsidiary, has incurred, acquired or suffered to exist any Indebtedness for borrowed money or Capitalized Lease Obligations other than Nonrecourse Indebtedness; provided that one or more Subsidiaries that have, or have a parent company that has, Indebtedness described above in this clause (B) shall not be required to be a party to the Guaranty so long as the aggregate amount of all such Indebtedness of all such Subsidiaries does not exceed $25,000,000.

(b) Within five (5) Business Days after any Person becomes a Subsidiary that is required to be a party to the Guaranty pursuant to the foregoing subsection (a) (whether as a result of the acquisition or creation thereof, such Person ceasing to be an Excluded Subsidiary, the addition of a Property or Hybrid Asset to the Unencumbered Pool that is owned by such Person or otherwise), the Borrower shall deliver to the Administrative Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Person and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xvii) of Section 6.1(a) and under Section 6.1(e) if such Person had been a Material Subsidiary on the Agreement Date.

(c) If any Person that is a party to the Guaranty (other than Spirit REIT) ceases to be required to be a Guarantor in accordance with subsection (a) above, the Borrower may request that such Person be released from the Guaranty. Such release shall be granted so long as (i) no Default or Event of Default exists and (ii) all representations and warranties continue to be accurate in all material respects, except to extent such representations and warranties are qualified by

materiality, in which case such representations and warranties shall continue to be accurate in all respects.

ARTICLE IX
INFORMATION

For so long as this Agreement is in effect, the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:

Section 9.1 Quarterly Financial Statements.

As soon as available and in any event within five (5) days after the filing of Spirit REIT’s 10-Q with the SEC (but in no event later than forty-five (45) days after the end of each of the first, second and third fiscal quarters of Spirit REIT, the unaudited consolidated financial statements of Spirit REIT and its Subsidiaries (including a consolidated balance sheet, income statement and statement of cash flows) as at the end of such period and setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by a Responsible Officer of Spirit REIT, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects (except, for the lack of footnotes and subject to normal year-end and audit adjustments), the consolidated financial position of Spirit REIT and its Subsidiaries as at the date thereof and the results of operations for such period.

Section 9.2 Year‑End Statements.

As soon as available and in any event within five (5) days after the filing of Spirit REIT’s 10-K with the SEC (but in no event later than ninety (90) days after the end of each fiscal year of Spirit REIT), the audited consolidated financial statements of Spirit REIT and its Subsidiaries (including a consolidated balance sheet, income statement and statement of cash flows) as at the end of such fiscal year setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief executive officer or chief financial officer of Spirit REIT, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of Spirit REIT and its Subsidiaries as at the date thereof and the result of operations for such period, and (b) accompanied by the report thereon of Ernst & Young LLP or any other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, whose report shall not be subject to (i) any “going concern” or like qualification or exception or (ii) any qualification or exception as to the scope of such audit.

Section 9.3 Compliance Certificate.

At the time the financial statements are furnished pursuant to Sections 9.1 and 9.2 , a certificate substantially in the form of Exhibit K (a “ Compliance Certificate ”) executed on behalf of the Borrower by a Responsible Officer of Spirit REIT (a) setting forth in reasonable detail as of the end of such fiscal quarter or fiscal year, as the case may be, (i) the calculations required to establish whether Spirit REIT was in compliance with the covenants contained in Section 10.1 and (ii) a list of all assets included in calculations of Unencumbered Asset Value of the Unencumbered

Pool Assets and whether any such assets have been added or removed from such calculation since the previous list delivered to Administrative Agent; (b) stating that, to his or her knowledge, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Borrower with respect to such event, condition or failure; and (c) setting forth a statement of newly acquired Properties and Hybrid Assets, including the Net Operating Income, cost and mortgage debt, if any, of each such Property or Hybrid Asset.

Section 9.4 Other Information.

(j) Promptly upon receipt thereof, copies of all reports, if any, submitted to Spirit REIT or its Board of Directors by its independent public accountants, including any management report;

(k) Within five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S‑8 or its equivalent), reports on Forms 10‑K, 10‑Q and 8‑K (or their equivalents) and all other periodic reports which any Loan Party or any other Subsidiary shall file with the SEC or any national securities exchange;

(l) Promptly upon the mailing thereof to the shareholders of Spirit REIT generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by Spirit REIT, the Borrower, any Subsidiary or any other Loan Party;

(m) Intentionally Omitted;

(n) Intentionally Omitted;

(o) On an annual basis (once per year in connection with Spirit REIT’s budget and planning cycle), cash flow forecasts (in the form of the cash flow forecast for 2015 delivered to Administrative Agent prior to the Agreement Date or another form reasonably acceptable to Administrative Agent) for the next four (4) fiscal quarters broken out on a quarterly basis;

(p) Intentionally Omitted;

(q) If any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(r) To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or affecting, any Loan Party or any other Subsidiary or

any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States federal income tax returns of any Loan Party or any other Subsidiary are being audited;

(s) Promptly following Administrative Agent’s request, copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower, any other Loan Party or any other Subsidiary;

(t) Prompt notice of (i) any change in the senior management of Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect;

(u) Prompt notice of the occurrence of (i) any Default under any of the Loan Documents, or (ii) any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound;

(v) Intentionally Omitted;

(w) Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

(x) Intentionally Omitted;

(y) Together with delivery of each Compliance Certificate, notice of the acquisition, incorporation or other creation of any Subsidiary, the purpose for such Subsidiary, the nature of the assets and liabilities thereof and whether such Subsidiary is a Wholly Owned Subsidiary of the Borrower and/or Spirit REIT, in each case, in respect of any such Subsidiary acquired, incorporated or created during the fiscal period to which such Compliance Certificate relates;

(z) Intentionally Omitted;

(aa) Promptly, upon any change in Spirit REIT’s Credit Rating, a certificate stating that Spirit REIT’s Credit Rating has changed and the new Credit Rating that is in effect;

(bb) Intentionally Omitted;

(cc) Promptly upon occurrence written notice of any of the following if the occurrence could reasonably be expected to have a Material Adverse Effect: (i) receipt by the Borrower, any Loan Party or any other Subsidiary of notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened and that the notice recipient may be liable; (ii) receipt by the Borrower, any Loan Party or any other Subsidiary of notice that

any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) receipt by the Borrower, any Loan Party or any other Subsidiary of notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) receipt by the Borrower, any Loan Party or any other Subsidiary of notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an Environmental Claim;

(dd) Intentionally Omitted; and

(ee) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower, any of its Subsidiaries, or any other Loan Party as the Administrative Agent or any Lender may reasonably request, which information may upon the Borrower’s written request be subject to a customary agreement regarding confidential treatment to the extent not publically made available by Spirit REIT or its Subsidiaries.

Section 9.5 Electronic Delivery of Certain Information.

(a) Documents required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website or a website sponsored or hosted by the Administrative Agent or the Borrower); provided that the foregoing shall not apply to (i) notices to any Lender (or the Issuing Banks) pursuant to Article II and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications; provided , further, that notwithstanding anything to the contrary herein, information required to be delivered pursuant to Sections 9.1 , 9.2 , 9.4(b ), 9.4(f) and 9.4(m) shall be deemed to have been delivered on the date on which (i) such information is actually available for review by the Lenders and (ii) is posted by the Borrower on the Borrower’s website and Administrative Agent is provided notice of same or on the SEC’s website at http://www.sec.gov. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or the Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 11:00 a.m. on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, the Borrower shall deliver paper copies of any

documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

(b) Documents required to be delivered pursuant to Article II may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.

Section 9.6 Public/Private Information.

The Borrower shall cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Administrative Agent and the Lenders (collectively, “ Information Materials ”) pursuant to this Article and the Borrower shall designate Information Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”; provided that any Information Materials that are not designated as Public Information or Private Information shall be considered Private Information.

Section 9.7 USA Patriot Act Notice; Compliance.

The Patriot Act and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities that open an “account” with such financial institution. Consequently, a Lender (for itself and/or as agent for all Lenders hereunder) may from time-to-time request, and the Borrower shall, and shall cause the other Loan Parties to, provide promptly upon any such request to such Lender, such Loan Party’s name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose may include a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

ARTICLE X
NEGATIVE COVENANTS

For so long as this Agreement is in effect, the Borrower shall comply, or cause Spirit REIT to comply, with the following covenants:

Section 10.1 Financial Covenants.

(a) Ratio of Total Indebtedness to Total Asset Value . The Borrower shall not permit the ratio of (i) Total Indebtedness of Spirit REIT and its Subsidiaries to (ii) Total Asset Value to exceed 0.60 to 1.00 as of the last day of any fiscal quarter; provided that upon notice from the Borrower at any time during the ninety (90) days after the consummation of any Material Acquisition, such ratio may exceed 0.60 to 1.00 (but not 0.65 to 1.00) for the four consecutive fiscal quarters ending after the date of such Material Acquisition; provided , further , that if the foregoing proviso becomes applicable, then such ratio may not subsequently exceed 0.60 to 1.00 as a result of another Material Acquisition until it has been equal to or less than 0.60 to 1.00 as of the last day of at least one fiscal quarter.

(b) Ratio of Adjusted EBITDA to Fixed Charges . The Borrower shall not permit the ratio of (i) Adjusted EBITDA of Spirit REIT and its Subsidiaries for any fiscal quarter to (ii) Fixed Charges of Spirit REIT and its Subsidiaries for such fiscal quarter to be less than 1.50:1.00 as of the last day of such fiscal quarter.

(c) Ratio of Secured Indebtedness to Total Asset Value . The Borrower shall not permit the ratio of (i) Secured Indebtedness of Spirit REIT and its Subsidiaries to (ii) Total Asset Value to exceed 0.50:1.00 at any time.

(d) Ratio of Unencumbered NOI to Unsecured Interest Expense . The Borrower shall not permit the ratio of (i) Unencumbered NOI for any fiscal quarter to (ii) Unsecured Interest Expense of Spirit REIT and its Subsidiaries for such fiscal quarter to be less than 1.75:1.00 as of the last day of such fiscal quarter.

(e) Ratio of Unsecured Indebtedness to Unencumbered Asset Value . The Borrower shall not permit the ratio of (i) Unsecured Indebtedness of Spirit REIT and its Subsidiaries to (ii) Unencumbered Asset Value to exceed 0.60:1.00 as of the last day of any fiscal quarter; provided that upon notice from the Borrower at any time during the ninety (90) days after the consummation of any Material Acquisition, such ratio may exceed 0.60 to 1.00 (but not 0.65 to 1.00) for the four consecutive fiscal quarters ending after the date of such Material Acquisition; provided , further , that if the foregoing proviso becomes applicable, then such ratio may not subsequently exceed 0.60 to 1.00 as a result of another Material Acquisition until it has been equal to or less than 0.60 to 1.00 as of the last day of at least one fiscal quarter.

(f) Minimum Tangible Net Worth . Spirit REIT and its Subsidiaries shall maintain a Tangible Net Worth of at least the sum of (i) Three Billion Fourteen Million Two Hundred Twenty-One Thousand Dollars ($3,014,221,000) plus (ii) seventy-five percent (75%) of the Net Proceeds of Equity Issuances by Spirit REIT or the Borrower (other than Equity Issuances to the Borrower or any Guarantor) after December 31, 2014.

(g) Dividends and Other Restricted Payments . During the existence of any Event of Default, Spirit REIT and the Borrower shall not, and shall not permit any of their respective Subsidiaries to, declare or make any Restricted Payment other than: (i) cash distributions by the Borrower and Subsidiaries of Spirit REIT to the respective equity owners thereof and (ii) cash distributions by Spirit REIT to its shareholders necessary to remain in compliance with Section 8.12 and to avoid the imposition of excise taxes under Section 4981 of the Internal Revenue

Code, provided that the chief financial officer or treasurer of Spirit REIT delivers to Administrative Agent, prior to any such distribution, a detailed certificate evidencing such necessary minimum amount. If a Default or Event of Default specified in Section 11.1.(a) , Section 11.1.(e) or Section 11.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 11.2.(a) , Spirit REIT and the Borrower shall not, and shall not permit any of their respective Subsidiaries to, make any Restricted Payments to any Person other than cash distributions by the Borrower and Subsidiaries of Spirit REIT to the respective equity owners thereof, provided such equity owners are Loan Parties.

Section 10.2 Negative Pledge.

The Borrower shall not, and shall not permit any other Loan Party or Subsidiary to, (a) create, assume, incur, permit or suffer to exist any Lien on any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning any Unencumbered Pool Asset, now owned or hereafter acquired, except for Permitted Liens or (b) permit any Unencumbered Pool Asset or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning an Unencumbered Pool Asset, to be subject to a Negative Pledge. Prior to securitization, the Borrower shall not, and shall not permit any Warehouse Entity to, (a) create, assume, incur, permit or suffer to exist any Lien on any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT in any Person owning such asset, now owned or hereafter acquired, except for Permitted Liens or (b) permit any asset of such Warehouse Entity or any direct or indirect ownership interest of the Borrower or Spirit REIT or in any Person owning such asset, to be subject to a Negative Pledge.

Section 10.3 Restrictions on Intercompany Transfers.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than (i) a Warehouse Entity following securitization pursuant to the terms of the securitization documents or (ii) an Excluded Subsidiary holding title assets subject to Secured Indebtedness pursuant to the terms of the Secured Indebtedness documents), to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (x) contained in any Loan Document or (y) contained in any other agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions described above that are substantially similar to or less restrictive than those contained in the Loan Documents or, (ii) with respect to clause (d), (x) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to Secured Indebtedness secured by a Lien on assets that Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume, or permit or suffer to exist and as permitted by the Loan Documents; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are the subject of such sale or Lien, as the case may be or (y) customary provisions

restricting assignment of any agreement entered into by Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary in the ordinary course of business.

Section 10.4 Merger, Consolidation, Sales of Assets and Other Arrangements.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) merge or consolidate with another Person; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person; provided that:

(i) any Subsidiary may merge with a Loan Party so long as the survivor is or becomes a Loan Party;

(ii) any Subsidiary (A) may sell, transfer or dispose of its assets to a Loan Party or (B) that is not a Loan Party may sell, transfer or dispose of its assets to another Subsidiary;

(iii) a Loan Party (other than the Borrower or any Loan Party that owns an Unencumbered Pool Asset) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would exist;

(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least five (5) Business Days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including a Default or Event of Default resulting from a breach of Section 10.1 ; (3) in the case of a consolidation or merger involving the Borrower, the Borrower shall be the survivor thereof; (4) in the case of a consolidation or merger involving a Loan Party (other than the Borrower) that owns an Unencumbered Pool Asset, such Loan Party shall be the survivor thereof or the survivor thereof shall immediately become a Loan Party, and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties

with the terms and conditions of this Agreement and the other Loan Documents, including the financial covenants contained in Section 10.1 , after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and

(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business.

Further, no Loan Party nor any Subsidiary, shall enter into any sale‑leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

Section 10.5 Plans.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

Section 10.6 Fiscal Year.

The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

Section 10.7 Modifications of Organizational Documents and Material Contracts.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify or waive the application of any provision of its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification (a) is adverse to the interest of the Administrative Agent, the Issuing Banks or the Lenders or (b) could reasonably be expected to have a Material Adverse Effect. The Borrower shall not enter into, and shall not permit any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect or default in the performance of any obligations of any Loan Party or other Subsidiary in any Material Contract or permit any Material Contract to be canceled or terminated prior to its stated maturity.

Section 10.8 Subordinated Debt Prepayments; Amendments.

The Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, prepay any principal of, or accrued interest on, any Subordinated Debt or otherwise make any voluntary or optional payment with respect to any principal of, or accrued interest on, any Subordinated Debt prior to the originally scheduled maturity date thereof or otherwise redeem or acquire for value any Subordinated Debt, in each case, other than as expressly permitted pursuant to the applicable subordination provisions. Further, except as expressly permitted pursuant to the applicable subordination provisions, the Borrower shall not, and shall not permit any other Loan

Party or other Subsidiary to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the following effects:

(a) increases the rate of interest accruing on such Subordinated Debt;

(b) increases the amount of any scheduled installment of interest, or shortens the date on which any such installment of interest becomes due;

(d) increases the principal amount of such Subordinated Debt, unless after giving effect to such increase in principal amount, no Event of Default shall exist;

(e) amends any financial or other covenant contained in any document or instrument evidencing any Subordinated Debt in a manner which is more onerous to the Borrower or such Subsidiary than the provisions of the Loan Documents;

(f) provides for the payment of additional fees or the increase in existing fees; and/or

(g) otherwise could reasonably be expected to be materially adverse to the interests of the Administrative Agent or the Lenders.

Section 10.9 Transactions with Affiliates.

The Borrower shall not permit to exist or enter into, and shall not permit any other Loan Party or any other Subsidiary to, permit to exist or enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set forth on Schedule 7.1(s) or (b) pursuant to the reasonable requirements of the business of the Borrower, such other Loan Party or such other Subsidiary and upon fair and reasonable terms which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, no payments may be made with respect to any items set forth on such Schedule 7.1(s) if a Default or Event of Default exists or would result therefrom.

Section 10.10 Environmental Matters.

Except as could not reasonably be expected to result in a Material Adverse Effect, the Borrower shall not, and shall not permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from any of the Properties or Hybrid Assets in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or pose a risk to human health, safety or the environment. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

Section 10.11 Derivatives Contracts.

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Borrower, such other Loan Party or such other Subsidiary.

ARTICLE XI
DEFAULT

Section 11.1 Events of Default.

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

(l) Default in Payment . The Borrower or any Loan Party shall fail to pay (i) any amount due on the Revolving Maturity Date, (ii) any principal of any of the Loans or any Reimbursement Obligation when due (whether upon demand, at maturity, by reason of acceleration or otherwise) under this Agreement or any of the other Loan Documents, or (iii) any interest or any other amount due (whether upon demand, at maturity, by reason of acceleration or otherwise) under this Agreement, any other Loan Document within five (5) Business Days of the same being due.

(m) Default in Performance .

(i) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Article IX or Article X (other than Section 10.5 , Section 10.9 or Section 10.10 ); or

(ii) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document (including in Section 10.5 , Section 10.9 or Section 10.10 ) to which it is a party and not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only, such failure shall continue for a period of thirty (30) days after the earlier of (x) the date upon which a Responsible Officer of the Borrower or such other Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received written notice of such failure from the Administrative Agent.

(n) Misrepresentations . Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent, any Issuing Bank or any Lender, shall at any time prove to have been incorrect or misleading in any material respect when furnished or made or deemed made.

(o) Indebtedness Cross Default .

(iv) Spirit REIT, the Borrower, any other Loan Party or any other Subsidiary shall fail to make any payment when due and payable in respect of any Indebtedness (other than the Loans and Reimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of (1) $75,000,000 or more with respect to recourse Indebtedness, and/or (2) $250,000,000 or more with respect to Nonrecourse Indebtedness (“ Material Indebtedness ”); provided , that notice from the Borrower of the intent to execute a deed-in-lieu of foreclosure (or otherwise deliver the collateral securing the facility to lender), judicial foreclosure or other similar satisfaction of such Nonrecourse Indebtedness shall be a cure to such Event of Default; or

(v) Subject to the proviso at the end of clause (d)(i) above, (x) the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof; or

(vi) Subject to the proviso at the end of clause (d)(i) above, any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid, repurchased, redeemed or defeased prior to its stated maturity.

(p) Voluntary Bankruptcy Proceeding . Spirit REIT, the Borrower or any Material Subsidiary (other than an Excluded Subsidiary) shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (f); (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing.

(q) Involuntary Bankruptcy Proceeding . A case or other proceeding shall be commenced against Spirit REIT, the Borrower or any Material Subsidiary (other than an Excluded Subsidiary) in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code

or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding‑up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive days, or an order granting the remedy or other relief requested in such case or proceeding (including an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

(r) Revocation of Loan Documents . Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

(s) Judgment . A judgment or order for the payment of money or for an injunction or other non-monetary relief (other than those related to actions contemplated by the proviso to clause (d)(i) above) shall be entered against the Borrower, any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of sixty (60) days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such judgments or orders entered against the Borrower, any other Loan Party or any other Subsidiary, $75,000,000, or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

(t) Attachment . A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes, $75,000,000 in amount and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of twenty (20) days.

(u) ERISA . Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to Spirit REIT or the Borrower aggregating in excess of $75,000,000; or (ii) the “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $75,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

(v) Loan Documents . An Event of Default (as defined therein) shall occur under any of the other Loan Documents.

(w) Change of Control/Change in Management .

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”)), is or becomes the

“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than thirty-five (35%) of the total voting power of the then outstanding voting stock of Spirit REIT (other than (A) those mutual funds or other similar entities permitted by Spirit REIT to do so under pass-through interpretation of their equity ownership or (B) those which do not receive the contractual rights to appoint directors of Spirit REIT in connection with the acquisition of voting stock (including for this purpose stock convertible to voting stock or any combination thereof), unless such right is obtained in connection with a merger or acquisition resulting in such person or group receiving the right (directly or indirectly) to appoint a majority of the board of directors of Spirit REIT);

(ii) During any period of twelve (12) consecutive months ending after the Agreement Date, individuals who at the beginning of any such twelve (12) month period constituted the Board of Directors of Spirit REIT (together with any new directors whose election by such Board or whose nomination for election by the shareholders of Spirit REIT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Spirit REIT then in office;

(iii) Spirit REIT ceases to own and control, directly or indirectly, at least fifty-one percent (51%) of the outstanding Equity Interests of the Borrower; or

(iv) Spirit REIT or a Wholly Owned Subsidiary of Spirit REIT ceases to be the sole general partner of the Borrower or ceases to have the sole and exclusive power to exercise all management and control over the Borrower.

Section 11.2 Remedies Upon Event of Default.

Upon the occurrence of an Event of Default the following provisions shall apply:

(ff) Acceleration; Termination of Facilities .

(i) Automatic . Upon the occurrence of an Event of Default specified in Sections 11.1(e) or 11.1(f) , (1)(A) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account, and (C) all of the other Obligations, including the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) the Commitments and the Swingline Commitment and the obligation

of the Issuing Banks to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

(ii) Optional . If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account, and (C) all of the other Obligations, including the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) terminate the Commitments and the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit hereunder.

(gg) Loan Documents . The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise any and all of its rights under any and all of the other Loan Documents.

(hh) Applicable Law . The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

(ii) Appointment of Receiver . To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the property and/or the business operations of the Borrower and its Subsidiaries and to exercise such power as the court shall confer upon such receiver.

(jj) Remedies in Respect of Specified Derivatives Contracts . Notwithstanding any other provision of this Agreement or other Loan Document, each Specified Derivatives Provider shall have the right, with prompt notice to the Administrative Agent, but without the approval or consent of or other action by the Administrative Agent, the Issuing Banks or the Lenders, and without limitation of other remedies available to such Specified Derivatives Provider under contract or Applicable Law, to undertake any of the following: (a) in the case of a Specified Derivatives Provider, to declare an event of default, termination event or other similar event under any Specified Derivatives Contract and to create an “Early Termination Date” (as defined therein) in respect thereof, (b) in the case of a Specified Derivatives Provider, to determine net termination amounts in respect of any and all Specified Derivatives Contracts in accordance with the terms thereof, and to set off amounts among such contracts, (c) in the case of a Specified Derivatives Provider, to set off or proceed against deposit account balances, securities account balances and other property and amounts held by such Specified Derivatives Provider and (d) to prosecute any legal action against the Borrower, any Loan Party or other Subsidiary to enforce or collect net

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amounts owing to such Specified Derivatives Provider pursuant to any Specified Derivatives Contract.

Section 11.3 Remedies Upon Default.

Upon the occurrence of a Default specified in Section 11.1(e) and (f) , the Commitments, the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit shall immediately and automatically terminate.

Section 11.4 Marshaling; Payments Set Aside.

No Lender Party shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Guaranteed Obligations. To the extent that any Loan Party makes a payment or payments to a Lender Party, or a Lender Party enforces its security interest or exercises its right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Guaranteed Obligations, or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 11.5 Allocation of Proceeds.

If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 13.3 ) under any of the Loan Documents in respect of any Guaranteed Obligations shall be applied in the following order and priority:

(a) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, each Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Banks and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them;

(b) to the payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them;

(c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans;

(d) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and

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the Issuing Banks in proportion to the respective amounts described in this clause (d) payable to them;

(e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;

(f) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Banks and the Specified Derivatives Providers in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and

(g) the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

Section 11.6 Letter of Credit Collateral Account.

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Banks and the Revolving Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the applicable Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section.

(b) Amounts on deposit in the Letter of Credit Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Banks and the Revolving Lenders; provided , that

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all earnings on such investments will be credited to and retained in the Letter of Credit Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Letter of Credit Collateral Account.

(c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Revolving Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse the applicable Issuing Bank for the payment made by such Issuing Bank to the beneficiary with respect to such drawing.

(d) If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 11.5 . Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Letter of Credit Collateral Account to be less than the Stated Amount of all Extended Letters of Credit that remain outstanding.

(e) So long as no Default exists, and to the extent amounts on deposit in or credited to the Letter of Credit Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Administrative Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within ten (10) Business Days after the Administrative Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Letter of Credit Collateral Account as exceeds the aggregate amount of Letter of Credit Liabilities at such time. Upon the expiration, termination or cancellation of an Extended Letter of Credit for which the Lenders reimbursed (or funded participations in) a drawing deemed to have occurred under the fourth sentence of Section 2.2(b) for deposit into the Letter of Credit Collateral Account but in respect of which the Lenders have not otherwise received payment for the amount so reimbursed or funded, the Administrative Agent shall promptly remit to the Lenders the amount so reimbursed or funded for such Extended Letter of Credit that remains in the Letter of Credit Collateral Account, pro rata in accordance with the respective unpaid reimbursements or funded participations of the Lenders in respect of such Extended Letter of Credit, against receipt but without any recourse, warranty or representation whatsoever. When all of the Obligations shall have been indefeasibly paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account.

(f) The Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the

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Administrative Agent’s administration of the Letter of Credit Collateral Account and investments and reinvestments of funds therein.

Section 11.7 Rescission of Acceleration by Requisite Lenders.

If at any time after acceleration of the maturity of the Loans and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by Applicable Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived to the satisfaction of the Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders may elect, in the sole discretion of such Requisite Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended merely to bind all of the Lenders to a decision which may be made at the election of the Requisite Lenders, and are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are satisfied.

Section 11.8 Performance by Administrative Agent.

If the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower or such other Loan Party after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

Section 11.9 Rights Cumulative.

(a) Generally . The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders under this Agreement and each of the other Loan Documents, of the Specified Derivatives Providers under the Specified Derivatives Contracts shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Administrative Agent, the Issuing Banks, the Lenders, the Specified Derivatives Providers may be selective and no failure or delay by any such Lender Party in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

(b) Enforcement by Administrative Agent . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies

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hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XI for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) an Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank or Swingline Lender, as the case may be) hereunder or under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.3 (subject to the terms of Section 3.3 ), or (v) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XI and (y) in addition to the matters set forth in clauses (ii), (iv) and (v) of the preceding proviso and subject to Section 3.3 , any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

ARTICLE XII
THE ADMINISTRATIVE AGENT

Section 12.1 Appointment and Authorization.

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver or otherwise make available to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the

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financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Section 12.2 Administrative Agent as Lender.

The Lender acting as Administrative Agent shall have the same rights and powers as a Lender and/or a Specified Derivatives Provider, as the case may be, under this Agreement, any other Loan Document and/or any Specified Derivatives Contract, as the case may be, as any other Lender and/or Specified Derivatives Provider and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wells Fargo in each case in its individual capacity. Wells Fargo and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Issuing Banks, the other Lenders or any Specified Derivatives Providers. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower, any other Loan Party or any other Subsidiary for services in connection with this Agreement, any Specified Derivatives Contract, or otherwise without having to account for the same to the Issuing Banks, the other Lenders or any Specified Derivatives Providers. The Issuing Banks and the Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.

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Section 12.3 Approvals of Lenders.

All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent or approval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, consent or approval is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved and (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to the Administrative Agent by the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the requested determination, consent or approval within ten (10) Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved of or consented to such requested determination, consent or approval; provided that, any such deemed approval or consent: (i) shall be effective against a Lender only if the written notice to such Lender was sent to no fewer than two (2) persons at such Lender in an envelope marked “PRIORITY” and contained a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating “NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE SPIRIT REALTY, L.P. CREDIT AGREEMENT FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED” and (ii) shall not apply to any matter requiring such Lender’s consent under Section 13.6(b) hereof; it being expressly agreed that such matters shall in no event be the subject of deemed approval or consent.

Section 12.4 Notice of Events of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Administrative Agent) becomes aware of any Default, it shall promptly send to the Administrative Agent such a “notice of default”; provided , a Lender’s failure to provide such a “notice of default” to the Administrative Agent shall not result in any liability of such Lender to any other party to any of the Loan Documents. Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.

Section 12.5 Administrative Agent’s Reliance.

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action

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taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, any Issuing Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons, or to inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders Parties in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Section 12.6 Indemnification of Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “ Indemnifiable Amounts ”); provided that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided , further , that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do

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so) promptly upon demand for its Pro Rata Share (determined as of the time that the applicable reimbursement is sought) of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other Obligations and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Section 12.7 Lender Credit Decision, Etc.

Each of the Lenders and each Issuing Bank expressly acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to such Issuing Bank or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Issuing Bank or any Lender. Each of the Lenders and each Issuing Bank acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Borrower, any other Loan Party or

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any other Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties. Each of the Lenders and each Issuing Bank acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or any Issuing Bank.

Section 12.8 Successor Administrative Agent.

The Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided , further , that such Lenders and such Issuing Bank so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender or each Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as an Issuing Bank and as the Swingline Lender by the Lender then acting as Administrative Agent (the “ Resigning Lender ”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and the Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such

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succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Section 12.9 Titled Agents.

Each of the Arrangers, Syndication Agent and Documentation Agents (each a “ Titled Agent ”) in each such respective capacity, assumes no responsibility or obligation hereunder, including for servicing, enforcement or collection of any of the Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, any Issuing Bank, the Borrower or any other Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

Section 12.10 Specified Derivatives Contracts.

No Specified Derivatives Provider that obtains the benefits of Section 11.5 by virtue of the provisions hereof or of any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of any Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Specified Derivatives Contracts unless the Administrative Agent has received written notice of such Specified Derivatives Contracts, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider.

ARTICLE XIII
MISCELLANEOUS

Section 13.1 Notices.

Unless otherwise provided herein (including as provided in Section 9.5 ), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

If to the Borrower:

Spirit Realty, L.P.

16767 N. Perimeter Drive, Suite 210

Scottsdale, AZ 85260

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Attention: Chief Financial Officer

Telecopy Number: (480) 256-1100

with a copy to:

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, CA 90071

Attention: Glen B. Collyer, Esq.

Telecopy Number: (213) 891-8701

Telephone Number: (213) 891-8763

If to the Administrative Agent:

Wells Fargo Bank, National Association

10 South Wacker Drive

Chicago, IL 60606

Attention: Winita Lau

Telecopy Number: (312) 782-0969

Telephone Number: (312) 269-4848

with a copy to:

Wells Fargo Bank, National Association

10 South Wacker Drive, 32 ^nd Floor

Chicago, IL 60606

Attention: Karen Turnbull Skutt

Telecopy Number: (312) 782-0969

Telephone Number: (312) 269-4809

If to the Administrative Agent under Article II :

Wells Fargo Bank, National Association

Minneapolis Loan Center

MAC N9303-110

608 Second Avenue S., 11 ^th Floor

Minneapolis, Minnesota 55402-1916

Attn: David DeAngelis

Telecopier: (866) 595-7861

Telephone: (612) 667-4773

If to Wells Fargo as an Issuing Bank:

Wells Fargo Bank, National Association

10 South Wacker Drive

Chicago, IL 60606

Attention: Winita Lau

Telecopy Number: (312) 782-0969

Telephone Number: (312) 269-4848

with a copy to:

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Wells Fargo Bank, National Association

10 South Wacker Drive, 32 ^nd Floor

Chicago, IL 60606

Attention: Karen Turnbull Skutt

Telecopy Number: (312) 782-0969

Telephone Number: (312) 269-4809

If to Deutsche Bank AG New York Branch as an Issuing Bank:

Deutsche Bank AG, NY Branch

60 Wall Street

New York, NY 10005

Attention: Karthik Krishnan

Telecopy Number: (866) 240-3622

Telephone Number: (904) 520-5449

If to any other Lender:

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided , a Lender or an Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) Business Days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Banks and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5 to the extent applicable; provided that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, any Issuing Bank or any Lender under Article II shall be effective only when actually received. None of the Administrative Agent, any Issuing Bank or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Banks or the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, such Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Section 13.2 Expenses.

The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable, documented (i.e., invoiced to Borrower by Administrative Agent), out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any

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amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable and documented (i.e., invoiced to the Borrower by Administrative Agent) fees and disbursements of counsel to the Administrative Agent and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with the Loan Documents and of the Administrative Agent in connection with the review of Properties for inclusion in calculations of the Unencumbered Pool and the Administrative Agent’s other activities under Article IV and the reasonable and documented (i.e., invoiced to the Borrower by the applicable party) fees and disbursements of counsel to the Administrative Agent relating to all such activities, (b) to pay or reimburse the Administrative Agent, the Issuing Banks and the Lenders for all their documented (i.e., invoiced to the Borrower by the applicable party) costs and expenses reasonably incurred in connection with the enforcement, “workout” or preservation of any rights under the Loan Documents, including the reasonable fees and disbursements of their respective counsel (including the reasonable allocated fees and expenses of in-house counsel) and any payments in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant to the Loan Documents, (c) without duplication of amounts payable under Sections 3.10(c) and 3.10(d) , to pay, and indemnify and hold harmless the Administrative Agent, the Issuing Banks and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent, any Issuing Bank and any Lender incurred in connection with the representation of the Administrative Agent, such Issuing Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 11.1(e) or 11.1(f) , including (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor-in-possession financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder. Notwithstanding the foregoing, in the case of legal fees and expenses, the Borrower’s reimbursement obligations under this Section shall be limited to the fees, disbursements and other charges of one counsel to the Indemnified Parties (other than in connection with a dispute among any Indemnified Parties resulting from claims against any Titled Agent in its capacity or in fulfilling its role such or any similar role hereunder or in connection herewith) and, if reasonably necessary, one additional local counsel for the Indemnified Parties in each relevant jurisdiction and one additional special counsel for the Indemnified Parties in each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional

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local counsel in each relevant jurisdiction and one additional special counsel in each relevant specialty) to the affected Indemnified Parties similarly situated and taken as a whole.

Section 13.3 Setoff.

Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2 , and although such Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

Section 13.4 Litigation; Jurisdiction; Other Matters; Waivers.

(g) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR IN CONNECTION WITH OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR

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ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

(h) THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(i) THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWER AT ITS ADDRESS FOR NOTICES PROVIDED FOR HEREIN. SHOULD THE BORROWER FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THIRTY (30) DAYS AFTER THE MAILING THEREOF, THE BORROWER SHALL BE DEEMED IN DEFAULT AND AN

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ORDER AND/OR JUDGMENT MAY BE ENTERED AGAINST IT AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.

(j) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

Section 13.5 Successors and Assigns.

(h) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender (provided, that the foregoing shall not impair the express rights of the Loan Parties under Section 10.4 ), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (e) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(i) Assignments by Lenders . Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(vii) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of an assigning Revolving Lender’s Revolving Commitment and/or the Loans at the time owing to it, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in the immediately preceding subsection (A), the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of

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the assigning Lender subject to each such assignment (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 in the case of any assignment of a Revolving Commitment, unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that if, after giving effect to such assignment, the amount of the Commitment held by such assigning Lender or the outstanding principal balance of the Loans of such assigning Lender, as applicable, would be less than $5,000,000 in the case of a Commitment or Revolving Loans, then such assigning Lender shall assign the entire amount of its Commitment and the Loans at the time owing to it.

(viii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Revolving Commitment assigned.

(ix) Required Consents . No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and

(C) the consent of the Swingline Lender, Wells Fargo (if Wells Fargo is an Issuing Bank) and each other Issuing Bank with any outstanding Letter of Credit at such time, if any, which consent shall not be unreasonably withheld or delayed, shall be required for any assignment in respect of a Revolving Commitment, if such assignment is to a Person that is not already a Revolving Lender.

(x) Assignment and Acceptance; Notes . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 ($7,500 if such Lender is a Defaulting Lender at such time) for each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor

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Lender or the Assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and such transferor Lender, as appropriate.

(xi) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or to any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(xii) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(xiii) Amendments to Schedule 1.1(a) . The Administrative Agent may unilaterally amend Schedule 1.1(a) attached hereto to reflect any assignment effected hereunder.

(xiv) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Banks, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4 , 13.2 and 13.9 and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10 . with respect to facts and circumstances occurring prior to the effective date of such assignment; provided , that except to the extent otherwise expressly

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agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d).

(j) Register . The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(k) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or any Issuing Bank, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.14 , in each case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10 , 5.1 , 5.4 (subject to the requirements and limitations therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.1 or 3.10 , with respect to any participation, than its participating Lender would have been entitled to receive. Each Lender that sells a participation

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agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(l) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(m) No Registration . Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

(n) Intentionally Omitted .

(o) USA Patriot Act Notice; Compliance . In order for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, prior to any Lender that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

Section 13.6 Amendments and Waivers.

(a) Generally . Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be

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given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the existence and/or continuance of any Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto. Subject to the immediately following subsection (b), any term of this Agreement or of any other Loan Document relating solely to the rights or obligations of the Revolving Lenders, and not any other Lenders, may be amended, and the performance or observance by the Borrower or any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively or prospectively) with, and only with, the written consent of the Requisite Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is a party thereto). Notwithstanding anything to the contrary contained in this Section, the Fee Letter may only be amended, and the performance or observance by any Loan Party thereunder may only be waived, in a writing executed by the parties to such Fee Letter.

(b) Additional Lender Consents . In addition to the foregoing requirements, no amendment, waiver or consent shall:

(i) increase (or reinstate) or extend the Commitments of a Lender (except in accordance with Section 2.12 ) or subject a Lender to any additional obligations without the written consent of such Lender;

(ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided , however , only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default Rate”;

(iii) reduce the amount of any Fees payable to a Lender without the written consent of such Lender;

(iv) modify the definitions of “Revolving Maturity Date” (except in accordance with Section 2.12 ) or “Revolving Commitment Percentage”, otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving Lenders, or extend the expiration date of any Letter of Credit beyond the Revolving Maturity Date, in each case, without the written consent of each Revolving Lender;

(v) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender;

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(vi) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender;

(vii) modify Section 3.3 without the written consent of each Lender;

(viii) release Spirit REIT from its obligations under the Guaranty or release all or substantially all of the other Guarantors from their obligations under the Guaranty, other than as expressly permitted under this Agreement or the other Loan Documents without the written consent of each Lender; or

(ix) amend, or waive the Borrower’s compliance with, Section 2.14 without the written consent of each Lender.

(c) Amendment of Administrative Agent’s Duties, Etc . No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.3 or the obligations of the Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of the Swingline Lender. Any amendment, waiver or consent relating to Section 2.3 or the obligations of an Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. Any amendment, waiver or consent with respect to any Loan Document that (i) diminishes the rights of a Specified Derivatives Provider in a manner or to an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Specified Derivatives Provider shall, in addition to the Lenders required hereinabove to take such action, require the consent of the Lender that is (or having an Affiliate that is) such Specified Derivatives Provider. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased, reinstated or extended without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the written consent of such Defaulting Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue and shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any

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other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

(d) Technical Amendments . Notwithstanding anything to the contrary in this Section 13.6 , if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders and the Issuing Banks and the Administrative Agent provides notice to Lenders of such amendment. Any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

Section 13.7 Non-Liability of Administrative Agent and Lenders.

The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

Section 13.8 Confidentiality.

The Administrative Agent, each Issuing Bank and each Lender shall maintain the confidentiality of all Information (as defined below) but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ other respective Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential transfer of any Commitment or participation therein as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s, such Issuing Bank’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document (or any Specified Derivatives Contract) or any action or proceeding relating to any Loan Document (or any Specified Derivatives Contract) or the enforcement of rights hereunder or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent, such Issuing Bank or such Lender to be

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a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any Affiliate of the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower or any Affiliate of the Borrower; (g) to the extent requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; and (j) with the prior written consent of the Borrower. Notwithstanding the foregoing, the Administrative Agent, each Issuing Bank and each Lender may disclose any such confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent, such Issuing Bank or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent, such Issuing Bank or such Lender. As used in this Section, the term “Information” means all information received from the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a non-confidential basis prior to disclosure by the Borrower, any other Loan Party, any other Subsidiary or any Affiliate. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.9 Indemnification.

(d) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Issuing Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnified Party ”) against, and hold each Indemnified Party harmless from, and shall pay or reimburse any such Indemnified Party for, any and all losses, claims (including Environmental Claims), damages, liabilities and related expenses (including the documented (i.e., invoiced) fees, charges and disbursements of any counsel for any Indemnified Party (which counsel may be employees of any Indemnified Party)), incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including the Borrower, any other Loan Party or any other Subsidiary but other than such Indemnified Party and its Related Parties), arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or by the other Loan Documents, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, any other Loan Party or any other Subsidiary, or any Environmental Claim related in any way to the Borrower, any other Loan Party or any other Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding (an “ Indemnity Proceeding ”) relating

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to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, any other Loan Party or any other Subsidiary, and regardless of whether any Indemnified Party is a party thereto, or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent, any Issuing Bank or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including documented (i.e., invoiced) attorneys and consultant’s fees, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Notwithstanding the foregoing, in the case of legal fees and expenses, reimbursement obligations hereunder shall be limited to the documented (i.e., invoiced) fees, disbursements and other charges of one counsel to the Indemnified Parties (other than in connection with a dispute among Indemnified Parties resulting from claims against any Titled Agent in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role hereunder or in connection herewith) and, if reasonably necessary, one local counsel for the Indemnified Parties in each relevant jurisdiction and one special counsel with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional local counsel in each relevant jurisdiction and one additional special counsel in each relevant specialty) to the affected Indemnified Parties similarly situated and taken as a whole. This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages etc. arising from any non-Tax claim.

(e) If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

(f) The Borrower’s obligations under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

References in this Section 13.9 to “Lender” or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity as Specified Derivatives Providers.

Section 13.10 Termination; Survival.

This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements to provide Cash Collateral as required in Section 2.3(b) ), (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and no Issuing Bank is obligated under this Agreement to issue

126

Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent, the Issuing Banks and the Lenders are entitled under the provisions of Sections 3.10 , 5.1 , 5.4 , 12.6 , 13.2 and 13.9 and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.4 , shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Banks and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

Section 13.11 Severability of Provisions.

If any provision of this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

Section 13.12 GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 13.13 Counterparts.

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“ PDF ”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

Section 13.14 Obligations with Respect to Loan Parties and Subsidiaries.

The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties and Subsidiaries as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties or Subsidiaries.

Section 13.15 Independence of Covenants.

All covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be

127

permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 13.16 Limitation of Liability.

None of the Administrative Agent, any Issuing Bank, any Lender, or any of their respective Related Parties shall have any liability with respect to, and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages suffered or incurred by the Borrower in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents or any of the transactions contemplated by this Agreement or any of the other Loan Documents.

Section 13.17 Entire Agreement.

This Agreement and the other Loan Documents embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no verbal agreements among the parties hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency.

Section 13.18 Construction.

The Administrative Agent, each Issuing Bank, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, each Issuing Bank, the Borrower and each Lender.

Section 13.19 Headings.

The paragraph and section headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.

Section 13.20 Time.

Time is of the essence with respect to each provision of this Agreement and the other Loan Documents. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

Section 13.21 Special Covenants Regarding Sanctions, Anti-Corruption, Anti-Money Laundering.

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Spirit REIT and its Subsidiaries shall not, directly or indirectly, use the proceeds of any borrowing or proceeds of any other extension of credit hereunder or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity (i) for any purpose that to the actual knowledge of the Borrower would violate Anti-Corruption Laws; (ii) to the actual knowledge of the Borrower, would fund any activities of or business with any individual or entity that, at the time of such funding, is (A) the subject of Sanctions or (B) in any “Designated Jurisdiction”, in each case in violation in any material respect of any Sanctions; or (iii) in any other manner that to the actual knowledge of Borrower will result in a material violation by any individual or entity (including any individual or entity participating in the financing transaction contemplated by this Agreement, whether as a Lender, Titled Agent, Administrative Agent or otherwise) of Sanctions, the Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) or any enabling legislation or executive order relating to any of the foregoing or successor statute to any of the foregoing.

[Signatures on Following Pages]

129

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and [between] [among][the][each] Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement identified below (as amended from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including any revolving credit commitments, revolving loans, letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of [the] [any] Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s]: ______________________________

______________________________

[Assignor [is] [is not] a Defaulting Lender]

2. Assignee[s]: ______________________________

A-1

______________________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]

3. Borrower(s): Spirit Realty, L.P., a Delaware limited partnership

4. Administrative Agent: Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement, dated as of March 31, 2015, among Borrower, the Lenders parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto from time to time

Assigned Interest[s]:



Assignor[s]	Assignee[s]	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned ⁸	Percentage Assigned of Commitment/ Loans	CUSIP Number
			$	$	%
			$	$	%
			$	$	%

7. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT, WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

8. Trade Date: ______________]

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF , the parties hereto have duly executed and delivered this Assignment and Assumption Agreement as of the Effective Date.

ASSIGNOR[S]

[NAME OF ASSIGNOR]

By:

Name:

Title:

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE[S]

[NAME OF ASSIGNEE]

By:

Name:

Title:

[NAME OF ASSIGNEE]

By:

Name:

Title:

CONSENTED AND ACCEPTED:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Administrative Agent

By:

Name:

Title:

[CONSENTED TO:]

[NAME OF RELEVANT PARTY OR PARTIES]

By:

Name:

Title:

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor[s] . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee[s] . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under such definition), (iii) after the Effective Date specified for this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referenced in Section 7.1(k) thereof or of the most recent financial statements delivered pursuant to Section 9.1 or 9.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . After the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date specified for this Assignment and Assumption. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to such Effective Date or with respect to the making of this assignment directly between themselves.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT B

FORM OF DISBURSEMENT INSTRUCTION AGREEMENT

Borrower: Spirit Realty, L.P., a Delaware limited partnership

Administrative Agent: Wells Fargo Bank, National Association

Loan: Loan number 1012791 made pursuant to that certain Credit Agreement, dated as of March 31, 2015, among Borrower, Administrative Agent, Wells Fargo Securities, LLC, Lenders and the other parties thereto from time to time, as amended from time to time

Effective Date: March 31, 2015

Check applicable box:

X New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan.

Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above.

This Agreement must be signed by the Borrower and is used for the following purposes:

1. to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether at the time of Loan closing/origination or thereafter;

2. to designate an individual or individuals with authority to request disbursements of funds from Restricted Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and

3. to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf.

Any of the disbursements, wires or transfers described above are referred to herein as a “ Disbursement .”

Specific dollar amounts for Disbursements must be provided to Administrative Agent at the time of the applicable Disbursement in the form of a signed closing statement, an email instruction or other written communication, or telephonic request pursuant to Section 2.3(b) of the Credit Agreement (each, a “ Disbursement Request ”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).

A new Disbursement Instruction Agreement must be completed and signed by the Borrower if (i) all or any portion of a Disbursement is to be transferred to an account or an entity not described in this Agreement or (ii) Borrower wishes to add or remove any Authorized Representatives.

See the Additional Terms and Conditions attached hereto for additional information and for definitions of certain capitalized terms used in this Agreement.



Disbursement of Loan Proceeds at Origination/Closing
Closing Disbursement Authorizers : Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “ Closing Disbursement Authorizer ”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “ Closing Disbursement ”):
	Individual’s Name	Title
1.
2.
3.
Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.



Permitted Wire Transfers: Disbursement Requests for the Closing Disbursement(s) to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit. All wire instructions must be in the format specified on the Closing Exhibit.
	Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit)
1.
2.
3.

Direct Deposit: Disbursement Requests for the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.

Name on Deposit Account:

Wells Fargo Bank, N.A. Deposit Account Number:

Further Credit Information/Instructions:



Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination
Subsequent Disbursement Authorizers : Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “ Subsequent Disbursement Authorizer ”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements in connection therewith (each, a “ Subsequent Disbursement ”):
	Individual’s Name	Title
1.
2.
3.
Describe Restrictions, if any, on the authority of the Subsequent Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): DESCRIBE APPLICABLE RESTRICTIONS OR INDICATE “N/A” If there are no restrictions described here, any Subsequent Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.



Permitted Wire Transfers: Disbursement Requests for Subsequent Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit.
	Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit)
1.
2.
3.

Direct Deposit: Disbursement Requests for Subsequent Disbursements to be deposited into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.

Name on Deposit Account:

Wells Fargo Bank, N.A. Deposit Account Number:

Further Credit Information/Instructions:

Borrower acknowledges that all of the information in this Agreement is correct and agrees to the terms and conditions set forth herein and in the Additional Terms and Conditions on the following page.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

ADDITIONAL TERMS AND CONDITIONS TO THE DISBURSEMENT INSTRUCTION AGREEMENT

Definitions. The following capitalized terms shall have the meanings set forth below:

“Authorized Representative” means any or all of the Closing Disbursement Authorizers, Subsequent Disbursement Authorizers and Restricted Account Disbursement Authorizers, as applicable.

“Receiving Bank” means the financial institution where a Receiving Party maintains its account.

“Receiving Party” means the ultimate recipient of funds pursuant to a Disbursement Request.

“Restricted Account” means an account at Wells Fargo Bank, N.A. associated with the Loan to which Borrower’s access is restricted.

Capitalized terms used in these Additional Terms and Conditions to Disbursement Instruction Agreement and not otherwise defined herein shall have the meanings given to such terms in the body of the Agreement.

Disbursement Requests. Except as expressly provided in the Credit Agreement, Administrative Agent must receive Disbursement Requests in writing. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or Lenders or prohibited by government authority; (iii) cause Administrative Agent or Lenders to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Administrative Agent or Lenders to violate any applicable law or regulation.

Limitation of Liability. Administrative Agent, Issuing Banks, Swingline Lender and Lenders shall not be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s requested Disbursements may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent, any Issuing Bank, Swingline Lender or any Lender; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent’s, any Issuing Bank’s, Swingline Lender’s or any Lender’s control; or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Administrative Agent, any Issuing Bank, Swingline Lender any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent, any Issuing Bank, Swingline Lender nor any Lender makes any representations or warranties other than those expressly made in this Agreement. IN NO EVENT WILL ADMINISTRATIVE AGENT, ANY ISSUING BANK, SWINGLINE LENDER OR ANY LENDER BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF A DISBURSEMENT REQUEST IS EXECUTED BY ADMINISTRATIVE AGENT IN GOOD FAITH AN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Reliance on Information Provided. Administrative Agent is authorized to rely on the information provided by Borrower or any Authorized Representative in or in accordance with this Agreement when executing a Disbursement Request until Administrative Agent has received a new Agreement signed by Borrower. Borrower agrees to be bound by any Disbursement Request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with this Agreement, even if not properly authorized by Borrower. Administrative Agent may rely solely (i) on the account number of the Receiving Party, rather than the Receiving Party’s name, and (ii) on the bank routing number of the Receiving Bank, rather than the Receiving Bank’s name, in executing a Disbursement Request. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower or an Authorized Representative. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfers or requests or takes any actions in an attempt to detect unauthorized Disbursement Requests, Borrower agrees that, no matter how many times Administrative Agent takes these actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the Disbursement procedures authorized herein, in the Loan Documents, or in any agreement between Administrative Agent and Borrower.

International Disbursements. A Disbursement Request expressed in US Dollars will be sent in US Dollars, even if the Receiving Party or Receiving Bank is located outside the United States. Administrative Agent will not execute Disbursement Requests expressed in foreign currency unless permitted by the Credit Agreement.

Errors. Borrower agrees to notify Administrative Agent of any errors in the Disbursement of any funds or of any unauthorized or improperly authorized Disbursement Requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such Disbursement.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so.

CLOSING EXHIBIT

WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:

Transfer/Deposit Funds to (Receiving Party Account Name)

Receiving Party Deposit Account Number

Receiving Bank Name, City and State

Receiving Bank Routing (ABA) Number

Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

SUBSEQUENT DISBURSEMENT EXHIBIT

WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:

Transfer/Deposit Funds to (Receiving Party Account Name)

Receiving Party Deposit Account Number

Receiving Bank Name, City and State

Receiving Bank Routing (ABA) Number

Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

EXHIBIT C

FORM OF GUARANTY

THIS GUARANTY dated as of ______________, 20__ (this “ Guaranty ”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “ Guarantors ”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “ Administrative Age nt”) for the Lenders under that certain Credit Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “ Lenders ”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “ Guarantied Parties ”).

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Issuing Banks, the Swingline Lender and the other Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or its Subsidiaries;

WHEREAS, each Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;

WHEREAS, the Borrower and the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financial accommodations from the Guarantied Parties through their collective efforts;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Guarantied Parties’ making, and continuing to make, such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty . Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “ Guarantied Obligations ”): (a) all indebtedness and obligations owing by the Borrower or any other Loan Party to any Lender, any Issuing Bank or the Administrative Agent under or in connection with the Credit Agreement or any other Loan Document, including the repayment of all principal of the Revolving Loans and Swingline Loans, and the Reimbursement Obligations, and the payment of all interest, fees, charges, attorneys’ fees and other amounts payable to any Lender, any Issuing Bank or the Administrative Agent thereunder or in connection therewith; (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation); (c) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (d) all expenses, including attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any other Guarantied Party in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (e) all other Guaranteed Obligations.

Section 2. Guaranty of Payment and Not of Collection . This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, the Guarantied Parties shall not be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower, any other Loan Party or any other Person or commence any suit or other proceeding against the Borrower, any other Loan Party or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or (c) to make demand of the Borrower, any other Loan Party or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Guarantied Parties which may secure any of the Guarantied Obligations.

Section 3. Guaranty Absolute . Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect until a Discharge of Guarantied Obligations without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever including the following (whether or not such Guarantor consents thereto or has notice thereof):

(a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “ Guarantied Documents ”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document;

(b) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document;

(c) any furnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations;

(d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;

(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding;

(f) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty;

(g) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations;

(h) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;

(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(j) any defense, set off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by any Loan Party or any other Person against any Guarantied Party;

(k) any change in the corporate existence, structure or ownership of any Loan Party;

(l) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or

(m) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).

Section 4. Action with Respect to Guarantied Obligations . The Guaranteed Parties may, in accordance with the applicable provisions of the Guarantied Documents, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person liable in any manner for the payment or collection of any of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Guarantied Parties shall elect.

Section 5. Representations and Warranties . Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Guarantied Documents, as if the same were set forth herein in full; provided , that each reference in each such representation and warranty to any Borrower’s knowledge shall, for the purposes of this Section 5 , be deemed to be a reference to such Guarantor’s knowledge.

Section 6. Covenants . Each Guarantor will comply with all covenants with which the Borrower is to cause such Guarantor to comply under the terms of the Credit Agreement or any of the other Guarantied Documents.

Section 7. Waiver . Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.

Section 8. Inability to Accelerate . If the Guarantied Parties or any of them are prevented under Applicable Law or otherwise, from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, to the extent permitted by Applicable Law, the Administrative Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.

Section 9. Reinstatement of Guarantied Obligations . If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of any of the Guarantied Documents and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

Section 10. Subrogation . Upon the making by any Guarantor of any payment hereunder for the account of another Loan Party, such Guarantor shall be subrogated to the rights of the payee against such Loan Party; provided , however , that such Guarantor shall not enforce any right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against such Loan Party arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until a Discharge of the Guarantied Obligations. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative Agent to Cash Collateralize any Guarantied Obligations, as applicable, in accordance with the terms of the Credit Agreement.

Section 11. Payments Free and Clear . All sums payable by each Guarantor hereunder, whether of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), subject to the provisions of Section 3.10 of the Credit Agreement.

Section 12. Set-off . In addition to any rights now or hereafter granted under any of the other Guarantied Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes each Guarantied Party, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Guarantied Party (other than the Administrative Agent), subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set-off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by a Guarantied Party to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.

Section 13. Subordination . Each Guarantor hereby expressly covenants and agrees for the benefit of the Guarantied Parties that all obligations and liabilities of any other Loan Party to such Guarantor of whatever description, including all intercompany receivables of such Guarantor from any other Loan Party (collectively, the “ Junior Claims ”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from or any other Loan Party on account of or in any manner in respect of any Junior Claim until a Discharge of the Guarantied Obligations.

Section 14. Avoidance Provisions . It is the intent of each Guarantor and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “ Avoidance Provisions ”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 15. Information . Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither of the Administrative Agent nor any other Guarantied Party shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or risks.

Section 16. Governing Law . THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 17. WAIVER OF JURY TRIAL .

(a) EACH GUARANTOR, AND EACH OF THE GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG SUCH GUARANTOR AND ANY OF THE GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE GUARANTORS, AND THE GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR IN CONNECTION WITH OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG EACH OF THE GUARANTORS AND THE GUARANTIED PARTIES OF ANY KIND OR NATURE RELATING TO THIS GUARANTY.

(b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER GUARANTIED PARTY, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER GUARANTIED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY ANY GUARANTIED PARTY OR THE ENFORCEMENT BY ANY GUARANTIED PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

(c) EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO EACH GUARANTOR AT ITS ADDRESS FOR NOTICES PROVIDED FOR HEREIN. SHOULD EACH GUARANTOR FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THIRTY (30) DAYS AFTER THE MAILING THEREOF, SUCH GUARANTOR SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED AGAINST IT AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.

(d) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER GUARANTIED DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY.

Section 18. Loan Accounts . The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations arising under or in connection with the Loan Documents, and in the case of any dispute relating to any of the outstanding amount, payment or receipt of any of such Guarantied Obligations or otherwise, the entries in such books and accounts shall be binding on the Guarantors absent manifest error. The failure of the Administrative Agent or any other Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.

Section 19. Waiver of Remedies . No delay or failure on the part of the Administrative Agent or any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.

Section 20. Termination .

(a) Except as provided in Section 20(b) below, this Guaranty shall remain in full force and effect with respect to each Guarantor until the Discharge of Guarantied Obligations. Upon the Discharge of Guarantied Obligations, this Guaranty and all obligations hereunder shall be terminated automatically without further action by any Person.

(b) If (i) all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of in accordance with the terms and conditions of Section 10.4 of the Credit Agreement to a Person that is not a Loan Party or (ii) a Guarantor that is no longer required to be a party to this Guaranty pursuant to Section 8.14(b) or (c) of the Credit Agreement, then in the case of each of clauses (i) and (ii) of this Section 20(b) , the guaranty of such Guarantor or such successor in interest hereunder shall automatically be discharged and released without further action by any Person, effective upon satisfaction of the conditions set forth in the Credit Agreement.

(c) Upon the Discharge of Guarantied Obligations or a release of any Guarantor from this Guaranty in accordance with Section 20(b) , the Administrative Agent shall deliver to the Borrower or such Guarantor a letter or other release confirming such discharge or release, as applicable.

Section 21. Successors and Assigns . Each reference herein to the Administrative Agent or any other Guarantied Party shall be deemed to include such Person’s respective successors and assigns (including any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of the Guarantied Documents, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery by the Administrative Agent and any other Guarantied Party to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person without the prior written consent of all Lenders and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.

Section 22. Joint and Several Obligations . the obligations of the Guarantors HEREUNDER SHALL BE joint and several, and ACCORDINGLY, each Guarantor CONFIRMS THAT IT is liable for the full amount of the “GUARANTEED Obligations” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

Section 23. Amendments . This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor, subject to Section 13.6 of the Credit Agreement.

Section 24. Payments . All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at its Principal Office, not later than 1:00 p.m. on the date one Business Day after demand therefor.

Section 25. Notices . All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied Party at its address for notices provided for in the Guarantied Documents, as applicable, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of a Guarantor or Guarantied Party at the addresses specified; (ii) if telecopied, when transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered; provided , however , that in the case of the immediately preceding clauses (i) through (iii), non-receipt of any communication as the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.

Section 26. Severability . In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 27. Headings . Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 28. Limitation of Liability . None of the Administrative Agent, any other Guarantied Party or any of their respective Related Parties shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated by this Guaranty or any of the other Guarantied Documents. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent, any other Guarantied Party or any of their respective Related Parties for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty, any of the other Guarantied Documents, or any of the transactions contemplated by thereby.

Section 29. Electronic Delivery of Certain Information . Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5 of the Credit Agreement.

Section 30. Right of Contribution . The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Guarantied Obligations until the Discharge of Guarantied Obligations, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until the Discharge of Guarantied Obligations. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against any other Loan Party in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate after such time, if ever, that such Guarantor shall cease to be a Guarantor for any reason in accordance with the applicable provisions of the Loan Documents.

Section 31. Keepwell . Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in accordance with Section 20 hereof. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 32. Continuing Guaranty . This Guaranty is a continuing guaranty of payment and not of collection.

Section 33. Definitions . (1) For the purposes of this Guaranty:

“ Contribution Share ” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided , however , that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.

“ Discharge of Guarantied Obligations ” shall have occurred when (i) all Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements to provide Cash Collateral as required by the Credit Agreement) and (iii) all Guarantied Obligations shall have been paid and satisfied in full (other than (1) those expressly stated to survive termination, (2) contingent obligations as to which no claim, notice of a claim, action or other proceeding which could give rise to such obligations has been asserted, made, filed, commenced or threatened in writing, and (3) obligations and liabilities under any Specified Derivatives Contract as to which arrangements satisfactory to the applicable Specified Derivatives Provider shall have been made).

“ Excess Payment ” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

“ Proceeding ” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding‑up or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing.

“ Ratable Share ” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided , however , that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.

“ Specified Derivatives Obligations ” means all indebtedness, liabilities, obligations, covenants and duties of the Borrower or its Subsidiaries under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.

(a) As used herein, “ Guarantors ” shall mean, as the context requires, collectively, (a) each Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins this Guaranty as a Guarantor pursuant to Section 8.14 of the Credit Agreement, (c) with respect to any Specified Derivatives Obligations between any Loan Party (other than the Borrower) and any Specified Derivatives Provider, the Borrower, and (d) the successors and permitted assigns of the foregoing.

(b) Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

GUARANTORS:

[NAME OF GUARANTOR]

By:

Name:

Title:

Address for Notices for all Guarantors:

c/o Spirit Realty, L.P.

16767 N. Perimeter Drive, Suite 210

Scottsdale, AZ 85260

Attention: Chief Financial Officer

Telecopy Number: (480) 256-1100

BORROWER :

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

ANNEX I

FORM OF ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by ______________________, a _____________ (the “ New Guarantor ”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of March 31, 2015, by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), the financial institutions party thereto and their assignees under Section 13.5. thereof (the “ Lenders ”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), for its benefit and the benefit of the other Guarantied Parties.

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Swingline Lender, the Issuing Banks and the other Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or its Subsidiaries;

WHEREAS, the New Guarantor is owned or controlled by the Borrower;

WHEREAS, the Borrower, the New Guarantor and the other Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financial accommodations from the Guarantied Parties through their collective efforts;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations available ; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Guarantied Parties continuing to make such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 1. Accession to Guaranty . The New Guarantor hereby agrees that it is a “Guarantor” under the Guaranty, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), made by the Guarantors party thereto in favor of the Administrative Agent, for its benefit and the benefit of the other Guarantied Parties, and assumes all obligations of a “Guarantor” thereunder, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:

(a) irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty);

(b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof each of the representations and warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and

Section 2. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 3. Definitions . Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]

By:

Name:

Title:

([CORPORATE] SEAL)

Address for Notices:

c/o Spirit Realty, L.P.

Attention:______________________

Telecopier: (_____) ______________

Telephone: (_____) ______________

ACCEPTED:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

By:

Name:

Title:

EXHIBIT D

FORM OF NOTICE OF BORROWING

____________, 20__

Wells Fargo Bank, National Association

Minneapolis Loan Center
MAC N9303-110
608 Second Avenue S., 11th Floor
Minneapolis, Minnesota 55402-1916
Attention: David DeAngelis

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “ Lenders ”), Wells Fargo Bank, National Association, as Administrative Agent (the “ Administrative Agent ”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to such terms in the Credit Agreement.

1. Pursuant to Section 2.1(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate amount equal to $___________________.

2. The Borrower requests that such Revolving Loans be made available to the Borrower on ____________, 20__.

3. The proceeds of such Revolving Loans will be used for ___________________________________________.

4. The Borrower hereby requests that such Revolving Loans be of the following Type:

[Check one box only]

ž ¨ Base Rate Loan

ž ¨ LIBOR Loan, with an initial Interest Period for a duration of:

[Check one box only]

ž ¨ one month

ž ¨ three months

ž ¨ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof, as of the date of the making of the requested Revolving Loans, and immediately after making such Revolving Loans, (a) no Default or Event of Default exists or would exist, and none of the limits specified in Section 2.14 would be violated; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the requested Revolving Loans contained in Article VI of the Credit Agreement will have been satisfied or waived at the time such Revolving Loans are made (it being understood that the Borrower makes no representation as to whether any condition that by its terms is subject to the satisfaction of the Administrative Agent has been satisfied).

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Borrowing as of the date first written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT E

FORM OF NOTICE OF CONTINUATION

____________, 20__

Wells Fargo Bank, National Association, as

Administrative Agent

Minneapolis Loan Center
MAC N9303-110
608 Second Avenue S., 11th Floor
Minneapolis, Minnesota 55402-1916
Attention: David DeAngelis

Ladies and Gentlemen:

Pursuant to Section 2.8 of the Credit Agreement, the Borrower hereby requests a Continuation of LIBOR Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement:


1.	The requested date of such Continuation is ____________, 20__.


2.	The aggregate principal amount of the Loans subject to such Continuation is $________________________ and the portion of such principal amount subject to such Continuation is $__________________________.


3.	The current Interest Period of the Loans subject to such Continuation ends on ________________, 20__.


4.	The duration of the Interest Period for the Loans or portion thereof subject to such Continuation is:

[Check one box only]

ž ¨ one month

ž ¨ three months

ž ¨ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the requested Continuation and after giving effect thereto, no Default or Event of Default exists or will exist.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Continuation as of the date first written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT F

FORM OF NOTICE OF CONVERSION

____________, 20__

Wells Fargo Bank, National Association, as

Administrative Agent

Minneapolis Loan Center
MAC N9303-110
608 Second Avenue S., 11th Floor
Minneapolis, Minnesota 55402-1916
Attention: David DeAngelis

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “ Lenders ”), Wells Fargo Bank, National Association, as Administrative Agent (the “ Administrative Agent ”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Pursuant to Section 2.9 of the Credit Agreement, the Borrower hereby requests a Conversion of Loans of one Type into Loans of another Type under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section of the Credit Agreement:

1. The requested date of such Conversion is ______________, 20__.

2. The Type of Loans to be Converted pursuant hereto is currently:

[Check one box only]

ž ¨ Base Rate Loan

ž ¨ LIBOR Loan


3.	The aggregate principal amount of the Loans subject to the requested Conversion is $_____________________ and the portion of such principal amount subject to such Conversion is $___________________.


4.	The amount of such Loans to be so Converted is to be converted into Loans of the following Type:

[Check one box only]

ž ¨ Base Rate Loan

ž ¨ LIBOR Loan, with an initial Interest Period for a duration of:

[Check one box only]

ž ¨ one month

ž ¨ three months

ž ¨ six months

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the requested Conversion and after giving effect thereto, no Default or Event of Default exists or will exist.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Conversion as of the date first written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT G

FORM OF NOTICE OF SWINGLINE BORROWING

____________, 20___

Wells Fargo Bank, National Association, as

Administrative Agent

Minneapolis Loan Center
MAC N9303-110
608 Second Avenue S., 11th Floor
Minneapolis, Minnesota 55402-1916
Attention: David DeAngelis

Ladies and Gentlemen:


1.	Pursuant to Section 2.3(b) of the Credit Agreement, the Borrower hereby requests that the Swingline Lender make a Swingline Loan to the Borrower in an amount equal to $___________________.


2.	The Borrower requests that such Swingline Loan be made available to the Borrower on ____________, 20___.

The Borrower hereby certifies to the Administrative Agent, the Swingline Lender and the other Lenders that as of the date hereof, as of the date of the making of the requested Swingline Loan, and after making such Swingline Loan, (a) no Default or Event of Default exists or would exist, and none of the limits specified in Section 2.14 would be violated; and (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, are and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is and shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents. In addition, the Borrower certifies to the Administrative Agent and the Lenders that all conditions to the making of the requested Swingline Loan contained in Article VI of the Credit Agreement will have been satisfied or waived at the time such Swingline Loan is made (it being understood that the Borrower makes no representation as to whether any condition that by its terms is subject to the satisfaction of the Administrative Agent has been satisfied).

If notice of the requested borrowing of this Swingline Loan was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.3(b) of the Credit Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Swingline Borrowing as of the date first written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT H

FORM OF REVOLVING NOTE



$______________	_________, 20__

FOR VALUE RECEIVED, the undersigned, SPIRIT REALTY, L.P., a Delaware limited partnership (the “ Borrower ”), hereby unconditionally promises to pay to ___________________________ or registered assigns (the “ Lender ”), in care of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), to its address as 608 Second Avenue S., 11 ^th Floor, Minneapolis, Minnesota 55402‑1916, or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS ($_____________)(or such lesser amount as shall equal the aggregate unpaid principal amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

This Revolving Note is one of the “Revolving Notes” referred to in the Credit Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, the Administrative Agent, and the other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Revolving Note upon the occurrence of certain events and for prepayments of Revolving Loans upon the terms and conditions specified therein.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Revolving Note.

[This Revolving Note is given in replacement of the Revolving Note dated _____ __, 20__, in the original principal amount of $_______ previously delivered to the Lender under the Credit Agreement. THIS REVOLVING NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE OTHER REVOLVING NOTE.]

THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Revolving Note under seal as of the date written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT I

FORM OF SWINGLINE NOTE



$______________	_________, 20__

FOR VALUE RECEIVED, the undersigned, SPIRIT REALTY, L.P., a Delaware limited partnership (the “ Borrower ”), hereby promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION or registered assigns (the “ Swingline Lender ”) to its address at 608 Second Avenue S., 11 ^th Floor, Minneapolis, Minnesota 55402‑1916, or at such other address as may be specified by the Swingline Lender to the Borrower, the principal sum of __________________ AND NO/100 DOLLARS ($________________) (or such lesser amount as shall equal the aggregate unpaid principal amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement (defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement.

This Swingline Note is the “Swingline Note” referred to in the Credit Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, the Administrative Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower thereunder. Terms used but not otherwise defined in this Swingline Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Swingline Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Time is of the essence for this Swingline Note.

THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Swingline Note under seal as of the date first written above.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

EXHIBIT J-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), each of the financial institutions initially a signatory thereto together with their assignees under Section 13.5 thereof (the “ Lenders ”), Wells Fargo Bank, National Association, as the Administrative Agent (the “ Administrative Agent ”), and the other parties thereto.

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20__

EXHIBIT J-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable,. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20__

EXHIBIT J-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20__

EXHIBIT J-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20__

EXHIBIT K

FORM OF COMPLIANCE CERTIFICATE

Pursuant to Section 9.3 of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent, the Issuing Banks and the Lenders that:

1. The undersigned has reviewed the terms of the Credit Agreement and has made a review of the transactions, financial condition and other affairs of the Borrower and its Subsidiaries as of, and during the relevant accounting period ending on, _______________, 20__.

2. Schedule 1 attached hereto sets forth in reasonable detail as of the end of such fiscal quarter or fiscal year, as the case may be, (i) the calculations required to establish whether Spirit REIT was in compliance with the covenants contained in Section 10.1 of the Credit Agreement, and (ii) a list of all assets included in the calculation of Unencumbered Asset Value and discloses which assets have been added or removed from such calculation since the previous list was delivered to the Administrative Agent. Borrower hereby represents and warrants that each asset included in the calculation of Unencumbered Asset Value is an Eligible Asset satisfying all requirements set forth in the definition thereof in the Credit Agreement.

3. Schedule 2 attached hereto sets forth a report of newly acquired Properties and Hybrid Assets, including Net Operating Income, cost and mortgage debt, if any, of each such Property or Hybrid Asset.

4. To my knowledge, no Default or Event of Default exists [except as set forth on Attachment A hereto, which accurately describes the nature of the conditions(s) or event(s) that constitute (a) Default(s) or (an) Event(s) of Default and the actions which the Borrower (is taking)(is planning to take) with respect to such condition(s) or event(s)].

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Compliance Certificate on and as of ___________, 20__.

SPIRIT REALTY, L.P.,

a Delaware limited partnership

By:

Name:

Title:

SCHEDULE 1

[To be attached by Borrower]

SCHEDULE 2

[To be attached by Borrower]

SCHEDULE 3

[To be attached by Borrower]

A-2

GUARANTY

THIS GUARANTY dated as of March 31, 2015 (this “ Guaranty ”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “ Guarantors ”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “ Administrative Agent ”) for the Lenders under that certain Credit Agreement dated as of the date hereof, by and among Spirit Realty, L.P., a Delaware limited partnership (the “ Borrower ”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “ Lenders ”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “ Guarantied Parties ”).

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or its Subsidiaries;

WHEREAS, each Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate of the Borrower;

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations; and

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Guarantied Parties’ making, and continuing to make, such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:

Section 1. Guaranty . Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “ Guarantied Obligations ”): (a) all indebtedness and obligations owing by the Borrower or any other Loan Party to any Lender, the Issuing Bank or the Administrative Agent under or in connection with the Credit Agreement or any other Loan Document, including, without limitation, the repayment of all principal of the Revolving Loans and Swingline Loans, and the Reimbursement Obligations, and the payment of all interest, fees, charges, attorneys’ fees and other amounts payable to any Lender, the Issuing Bank or the Administrative Agent thereunder or in connection therewith; (b) all existing or future payment and other obligations owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation); (c) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (d) all expenses, including, without limitation, attorneys’ fees and disbursements, that are incurred by the Administrative Agent or any other Guarantied Party in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (e) all other Guaranteed Obligations.

Section 3. Guaranty Absolute . Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect until a Discharge of Guarantied Obligations without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):

(b) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document;

(g) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations;

(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;

(k) any change in the corporate existence, structure or ownership of any Loan Party;

(m) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).

Section 4. Action with Respect to Guarantied Obligations . The Guaranteed Parties may, in accordance with the applicable provisions of the Guarantied Documents, at any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person liable in any manner for the payment or collection of any of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Guarantied Parties shall elect.

Section 12. Set-off . In addition to any rights now or hereafter granted under any of the other Guarantied Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes each Guarantied Party, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Guarantied Party (other than the Administrative Agent), subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by a Guarantied Party to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.

Section 13. Subordination . Each Guarantor hereby expressly covenants and agrees for the benefit of the Guarantied Parties that all obligations and liabilities of any other Loan Party to such Guarantor of whatever description, including, without limitation, all intercompany receivables of such Guarantor from any other Loan Party (collectively, the “ Junior Claims ”) shall be subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from or any other Loan Party on account of or in any manner in respect of any Junior Claim until a Discharge of the Guarantied Obligations.

Section 14. Avoidance Provisions . It is the intent of each Guarantor and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including, without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “ Avoidance Provisions ”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

Section 17. WAIVER OF JURY TRIAL .

Section 20. Termination .

Section 21. Successors and Assigns . Each reference herein to the Administrative Agent or any other Guarantied Party shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of the Guarantied Documents, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery by the Administrative Agent and any other Guarantied Party to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its obligations hereunder to any Person without the prior written consent of all Lenders and any such assignment or other transfer to which all of the Lenders have not so consented shall be null and void.

Section 23. Amendments . This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor, subject to Section 13.6 of the Credit Agreement.

Section 24. Payments . All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at its Principal Office, not later than 1:00 p.m. Central time, on the date one Business Day after demand therefor.

Section 27. Headings . Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.

Section 30. Right of Contribution . The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and subject in right of payment to the Guarantied Obligations until the Discharge of Guarantied Obligations, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor until the Discharge of Guarantied Obligations. Subject to Section 10 of this Guaranty, this Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against any other Loan Party in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease to be a Guarantor for any reason in accordance with the applicable provisions of the Loan Documents.

Section 32. Continuing Guaranty . This Guaranty is a continuing guaranty of payment and not of collection.

Section 33. Definitions .

(0) For the purposes of this Guaranty:

“ Excess Payment ” means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.

(b) Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.

GUARANTORS:

SPIRIT REALTY CAPITAL, INC.,
a Maryland corporation

By:

Name:

Title:

SPIRIT MASTER FUNDING IV, LLC,
a Delaware limited liability company

By: Spirit SPE Manager, LLC,
a Delaware limited liability company,
as manager

By:

Name:

Title:

[Signatures Continued on Next Page]

SPIRIT SPE PORTFOLIO 2006-1, LLC,
a Delaware limited liability company

By: Spirit SPE Manager, LLC,
a Delaware limited liability company,
as manager

By:

Name:

Title:

SPIRIT SPE PORTFOLIO 2006-2, LLC,
a Delaware limited liability company

By: Spirit SPE Manager, LLC,
a Delaware limited liability company,
as manager

By:

Name:

Title:

Address for Notices for all Guarantors:

c/o Spirit Realty, L.P.

16767 N. Perimeter Drive, Suite 210

Scottsdale, AZ 85260

Attention: Chief Financial Officer

Telecopy Number: (480) 256-1100

ANNEX I

FORM OF ACCESSION AGREEMENT

WHEREAS, pursuant to the Credit Agreement, the Administrative Agent, the Swingline Lender, the Issuing Bank and the other Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;

WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or its Subsidiaries;

WHEREAS, the New Guarantor is owned or controlled by the Borrower;

WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from the Guarantied Parties making such financial accommodations available ; and

WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the Guarantied Parties continuing to make such financial accommodations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:

Section 3. Definitions . Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Credit Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered under seal by its duly authorized officers as of the date first written above.

[NEW GUARANTOR]

By:

Name:

Title:

([CORPORATE] SEAL)

Address for Notices:

c/o Spirit Realty, L.P.

Attention:______________________

Telecopier: (_____) ______________

Telephone: (_____) ______________

ACCEPTED:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative Agent

By:

Name:

Title:

The Compensation Committee (the “Committee”) of the Board of Directors of Spirit Realty Capital, Inc. (the “Company”) recently engaged in a review of its incentive compensation program, with the assistance of its independent compensation consultant, Towers Watson. On February 18, 2016, the Committee approved a 2016 bonus program (the “2016 Bonus Program”) applicable to Thomas H. Nolan, Jr., Chief Executive Officer, Phillip D. Joseph, Jr., Chief Financial Officer, Gregg A. Seibert, Chief Investment Officer, and Mark L. Manheimer, Executive Vice President – Asset Management (the “executives”).

Under the 2016 Bonus Program, the executives will be eligible to earn cash bonuses based on the Company’s achievement in 2016 of performance goals relating to (i) Adjusted Funds From Operations (a supplemental non-GAAP financial measure defined in the Annual Report on Form 10-K of Spirit Realty Capital, Inc. filed with the SEC on February 26, 2016); (ii) ratio of debt to EBITDA (a supplemental non-GAAP financial measure meaning earnings of the Company before interest, taxes, depreciation and amortization); (iii) weighted average occupancy levels of Company real estate assets; and (iv) acquisition volume, as well as each executive’s achievement of individual performance goals. In determining each executive’s actual bonus under the 2016 Bonus Program, the goals will be weighted as follows for the applicable executive:



Executive	AFFO	Debt to EBITDA	Occupancy	Acquisitions	Individual Performance
Thomas H. Nolan	17.5%	17.5%	17.5%	17.5%	30%
Phillip D. Joseph, Jr.	17.5%	26.25%	13.125%	13.125%	30%
Gregg A. Seibert	17.5%	8.75%	8.75%	35%	30%
Mark L. Manheimer	17.5%	8.75%	21.875%	21.875%	30%

Each executive must be employed by the Company through the date on which the Company pays bonuses under the 2016 Bonus Program in order to be eligible to receive a bonus under the program.

LA\4437001.1



Name of Subsidiary		State of Incorporation or Formation
Spirit Realty, LP		Delaware
FRIS CHKN, LLC		Delaware
Spirit 24 Olathe KS, LLC		Delaware
Spirit AA Columbia Heights MN, LLC		Delaware
Spirit AA Duluth MN, LLC		Delaware
Spirit AA Fergus Falls MN, LLC		Delaware
Spirit AA Grand Forks ND, LLC		Delaware
Spirit AA Holland MI, LLC		Delaware
Spirit AA Holland Township MI, LLC		Delaware
Spirit AA Zeeland MI, LLC		Delaware
Spirit AF Amarillo TX, LLC		Delaware
Spirit AH St. John MO, LLC		Delaware
Spirit AM Peoria IL, LLC		Delaware
Spirit AP Portfolio I, LLC		Delaware
Spirit AP Portfolio II, LLC		Delaware
Spirit AP Portfolio III, LLC		Delaware
Spirit AS Baton Rouge LA, LLC		Delaware
Spirit AS Breton Ridge TX, LLC		Delaware
Spirit AS Houston TX, LLC		Delaware
Spirit AS Katy TX, LP		Arizona
Spirit AS Macon GA, LLC		Delaware
Spirit AS Richland Hills TX, LLC		Delaware
Spirit AS Southwest Frwy TX, LLC		Delaware
Spirit AT 3205 Bassett CA, LP		Delaware
Spirit AT Beaumont TX, LLC		Delaware
Spirit BB Evanston IL, LLC		Delaware
Spirit BB Las Cruces NM, LLC		Delaware
Spirit BB Wichita KS, LLC		Arizona
Spirit BD Rapid City SD, LLC		Delaware
Spirit BD Reading PA, LLC		Delaware
Spirit BJ Ft. Lauderdale FL, LLC		Delaware
Spirit BJ Haverhill MA, LLC		Delaware
Spirit BK SMF SPE, LLC		Delaware
Spirit BS Atlanta GA, LLC		Delaware
Spirit CC Aurora CO, LLC		Delaware
Spirit CC Groveland FL, LLC		Delaware
Spirit CC Taunton MA, LLC		Delaware
Spirit CH Fredericksburg TX, LLC		Delaware
Spirit CH Paris TX, LP		Delaware
Spirit CH Tilton NH, LLC		Delaware
Spirit CK Portfolio I, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit CK Portfolio II, LLC		Delaware
Spirit CK Portfolio III, LLC		Delaware
Spirit CK Portfolio IV, LLC		Delaware
Spirit CK Portfolio V, LLC		Delaware
Spirit CK Portfolio VI, LLC		Delaware
Spirit CK Portfolio VII, LLC		Delaware
Spirit CK Portfolio VIII, LLC		Delaware
Spirit CL St. Croix USVI, LLC		Delaware
Spirit CM Greenville SC, LLC		Delaware
Spirit CO San Antonio TX, LP		Delaware
Spirit Crème CO 2014, LLC		Delaware
Spirit CS Las Cruces NM, LLC		Delaware
Spirit CV Amarillo TX, LLC		Delaware
Spirit CV Azle TX, LLC		Delaware
Spirit CV Clinton NY, LLC		Delaware
Spirit CV Columbia TN I, LLC		New York
Spirit CV Columbia TN II, LLC		Delaware
Spirit CV Del City OK, LLC		Delaware
Spirit CV Fairview Township PA, LLC		Delaware
Spirit CV Florence SC, LLC		Delaware
Spirit CV Glenville Scotia NY, LLC		Delaware
Spirit CV Gulfport MS, LLC		New York
Spirit CV Hamilton OH, LLC		Delaware
Spirit CV Madison MS, LLC		Delaware
Spirit CV Maynard MA, LLC		Delaware
Spirit CV Mechanicville NY, LLC		Delaware
Spirit CV Myrtle Beach SC, LLC		Arizona
Spirit CV Okeechobee FL, LLC		Delaware
Spirit CV Onley VA, LLC		Delaware
Spirit CV Orlando FL, LLC		Delaware
Spirit CV Scioto Trail OH, LLC		Delaware
Spirit CV St. Augustine FL (Watson), LLC		Delaware
Spirit CV Waynesville NC, LLC		Delaware
Spirit DA Addison IL, LLC		Delaware
Spirit DG Ardmore TN, LLC		Delaware
Spirit DG Crossville TN, LLC		Delaware
Spirit DG Livingston TN, LLC		Delaware
Spirit DK Amherst NY, LLC		Delaware
Spirit ED Salt Lake City UT, LLC		Delaware
Spirit EK Chattanooga TN, LLC		Delaware
Spirit EK Easton PA, LLC		Delaware
Spirit EK Lincolnton NC, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit EK Mableton GA, LLC		Delaware
Spirit EK Mantua NJ, LLC		Delaware
Spirit EK Spartanburg (Main) SC, LLC		Delaware
Spirit EK Vineland NJ, LLC		Delaware
Spirit FC Portfolio I, LLC		Delaware
Spirit FE Baton Rouge LA, LLC		Delaware
Spirit FE Council Bluffs IA, LLC		Delaware
Spirit FE Edwardsville KS, LLC		Delaware
Spirit FE Peoria IL, LLC		Delaware
Spirit FG Charlotte NC, LLC		Delaware
Spirit FJ SMF SPE, LLC		Delaware
Spirit FL Town Star 2014-2, LLC		Delaware
Spirit General Holdings, LLC		Delaware
Spirit General OP Holdings, LLC		Delaware
Spirit GG O'Fallon IL, LLC		Delaware
Spirit GG O'Fallon MO, LLC		Delaware
Spirit GG St. Peters MO, LLC		Delaware
Spirit GO Peoria IL, LLC		Delaware
Spirit GP AT 3205 Bassett CA, LLC		Delaware
Spirit GP HD Colma CA, LLC		Arizona
Spirit GP TX, LLC		Arizona
Spirit HD Colma CA, LP		Delaware
Spirit HD Lakewood CO, LLC		Arizona
Spirit HH Mt. Juliet TN, LLC		Delaware
Spirit HM Fargo ND, LLC		Delaware
Spirit IM Katy TX, LLC		Delaware
Spirit IM LNC Portfolio I, LLC		Delaware
Spirit IM TX, LLC		Delaware
Spirit IN Davie FL, LLC		Delaware
Spirit JO SMF SPE, LLC		Delaware
Spirit KO Grand Forks ND, LLC		Delaware
Spirit KO Lake Zurich IL, LLC		Delaware
Spirit KO Olathe KS, LLC		Delaware
Spirit KO Tilton NH, LLC		Delaware
Spirit KO Wichita KS, LP		Delaware
Spirit LA Brooklyn Park MN, LLC		Delaware
Spirit LA Matteson IL, LLC		Delaware
Spirit LA West Chester OH, LLC		Delaware
Spirit Limited Holdings, LLC		Delaware
Spirit LO Chester NY, LLC		Delaware
Spirit LO Cincinnati OH, LLC		Delaware
Spirit LO Lubbock TX, LP		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit LO Midland TX, LP		Delaware
Spirit LO Tilton NH, LLC		Delaware
Spirit Loan Asset Finance, LLC		Delaware
Spirit LR Fairfax VA, LLC		Arizona
Spirit LR Johnson City TN, LLC		Delaware
Spirit LZ Newington CT, LLC		Delaware
Spirit MA Indianapolis IN, LLC		Delaware
Spirit Management Company II		Delaware
Spirit Master Funding II, LLC		Maryland
Spirit Master Funding III, LLC		Delaware
Spirit Master Funding IV, LLC		Delaware
Spirit Master Funding IX, LLC		Delaware
Spirit Master Funding V, LLC		Delaware
Spirit Master Funding VI, LLC		Delaware
Spirit Master Funding VII, LLC		Delaware
Spirit Master Funding VIII, LLC		Delaware
Spirit Master Funding X, LLC		Delaware
Spirit Master Funding, LLC		Delaware
Spirit MF Chandler AZ, LLC		Delaware
Spirit MP-TS Midwest Portfolio, LLC		Delaware
Spirit MP-TS Texas, LP		Delaware
Spirit MT Aurora CO, LLC		Delaware
Spirit MT Broadview IL, LLC		Delaware
Spirit MT Collierville TN, LLC		Delaware
Spirit MT Cumming GA, LLC		Delaware
Spirit MT Dallas TX, LLC		Delaware
Spirit MT Denver CO, LLC		Delaware
Spirit MT Douglasville GA, LLC		Delaware
Spirit MT Fairview Heights IL, LLC		Delaware
Spirit MT Fort Smith AR, LLC		Delaware
Spirit MT Milford NH, LLC		Delaware
Spirit MT Omaha NE, LLC		Delaware
Spirit MT Papillion NE, LLC		Delaware
Spirit MT Pocatello ID, LLC		Delaware
Spirit MT Spring TX, LP		Delaware
Spirit MT Topeka KS, LLC		Delaware
Spirit MT Warwick RI, LLC		Delaware
Spirit MT Winter Garden FL, LLC		Delaware
Spirit Notes Partner, LLC		Delaware
Spirit NT Blaine MN, LLC		Delaware
Spirit OD Balcones Heights TX, LLC		Delaware
Spirit OD Benton AR, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit OD Dayton OH, LLC		Delaware
Spirit OD Durham NC, LLC		Delaware
Spirit OD Enterprise AL, LLC		Delaware
Spirit OD Oxford MS, LLC		Delaware
Spirit OT Oxford MS, LP		Delaware
Spirit PM McCarran NV, LLC		Delaware
Spirit Property Holdings, LLC		Delaware
Spirit RA Allentown PA, LLC		Delaware
Spirit RA Cleveland OH, LLC		Delaware
Spirit RA Defiance OH, LLC		Delaware
Spirit RA Enterprise AL, LLC		Delaware
Spirit RA Fredericksburg VA, LLC		Delaware
Spirit RA Fremont OH, LLC		Delaware
Spirit RA Glassport PA, LLC		Delaware
Spirit RA Hanover PA, LLC		Delaware
Spirit RA Lansing MI, LLC		Delaware
Spirit RA Lima OH, LLC		Delaware
Spirit RA Plains PA, LLC		Delaware
Spirit RA Saco ME, LLC		Delaware
Spirit RA Wauseon OH, LLC		Delaware
Spirit SC Anderson SC, LLC		Delaware
Spirit SK Acquisition, LLC		Delaware
Spirit SO Las Vegas NV, LLC		Delaware
Spirit SP DePere WI, LLC		Delaware
Spirit SP Wichita KS, LLC		Delaware
Spirit SPE ALBTSN Portfolio 2013-6, LLC		Delaware
Spirit SPE Canton, LLC		Delaware
Spirit SPE Columbia, LLC		Delaware
Spirit SPE Crown 2014-1, LLC		Delaware
Spirit SPE DG Portfolio 2013-4, LLC		Delaware
Spirit SPE Gallina II, LLC		Delaware
Spirit SPE Gander 2013-1, LLC		Delaware
Spirit SPE Gander 2013-5, LLC		Delaware
Spirit SPE General Holdings II, LLC		Delaware
Spirit SPE HG 2015-1, LLC		Delaware
Spirit SPE IM Portfolio 2013-9, LLC		Delaware
Spirit SPE Johnston, LLC		Delaware
Spirit SPE KC Portfolio 2013-7, LLC		Delaware
Spirit SPE Loan Holdings, LLC		Delaware
Spirit SPE Loan Portfolio 2013-2, LLC		Delaware
Spirit SPE Loan Portfolio 2013-3, LLC		Delaware
Spirit SPE Manager, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit SPE Portfolio 2005-2, LLC		Delaware
Spirit SPE Portfolio 2005-3, LLC		Delaware
Spirit SPE Portfolio 2005-4, LP		Delaware
Spirit SPE Portfolio 2005-6, LLC		Delaware
Spirit SPE Portfolio 2006-1, LLC		Delaware
Spirit SPE Portfolio 2006-2, LLC		Delaware
Spirit SPE Portfolio 2006-3, LLC		Delaware
Spirit SPE Portfolio 2006-4, LLC		Delaware
Spirit SPE Portfolio 2007-2, LLC		Delaware
Spirit SPE Portfolio 2007-3, LLC		Delaware
Spirit SPE Portfolio 2011-1, LLC		Delaware
Spirit SPE Portfolio 2012-1, LLC		Delaware
Spirit SPE Portfolio 2012-2, LLC		Delaware
Spirit SPE Portfolio 2012-3, LLC		Delaware
Spirit SPE Portfolio 2012-4, LLC		Delaware
Spirit SPE Portfolio 2012-5, LLC		Delaware
Spirit SPE Portfolio CA C-Stores, LLC		Delaware
Spirit SPE Property Holdings II, LLC		Delaware
Spirit SPE Raleigh, LLC		Delaware
Spirit SPE SCOA 2013-8, LLC		Delaware
Spirit SPE SK Acquisition, LLC		Delaware
Spirit SPE US Amarillo 522, LP		Delaware
Spirit SPE US Amarillo 526, LP		Delaware
Spirit SPE US Amarillo 527, LP		Delaware
Spirit SPE US Amarillo 533, LP		Delaware
Spirit SPE US Burkburnett, LP		Delaware
Spirit SPE US Childress, LP		Delaware
Spirit SPE US Levelland, LP		Delaware
Spirit SPE US Lubbock, LP		Delaware
Spirit SPE US Perryton, LP		Delaware
Spirit SPE US Plainview, LLC		Delaware
Spirit SPE US Snyder, LP		Delaware
Spirit SPE US Vernon, LP		Delaware
Spirit SPE US Wichita Falls, LP		Delaware
Spirit SPE VF 2015-1, LLC		Delaware
Spirit ST Clarksville IN, LLC		Delaware
Spirit ST Greenville SC, LLC		Delaware
Spirit ST Warsaw IN, LLC		Delaware
Spirit TJ Staunton VA, LLC		Delaware
Spirit TS Baldwinsville NY, LLC		Arizona
Spirit TS Baytown TX, LLC		Delaware
Spirit TS Carroll OH, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit TS Clovis NM, LLC		Delaware
Spirit TS Fairview TN, LLC		Delaware
Spirit TS Fredericksburg TX, LLC		Delaware
Spirit TS Greenfield MN, LLC		Delaware
Spirit TS Mt. Sterling KY, LLC		Delaware
Spirit TS Navasota TX, LLC		Delaware
Spirit TS Parkersburg WV, LLC		Delaware
Spirit TS Prior Lake MN, LLC		Delaware
Spirit TS Rome NY, LLC		Delaware
Spirit VC Victoria TX, LLC		Delaware
Spirit WA Eureka CA, LP		Delaware
Spirit WF Chicago IL, LLC		Delaware
Spirit WG Albany GA, LLC		Delaware
Spirit WG Antioch TN, LLC		Delaware
Spirit WG Austin MN, LLC		Delaware
Spirit WG Bath NY, LLC		Delaware
Spirit WG Beverly Hills TX, LLC		Delaware
Spirit WG Brainerd MN, LLC		Delaware
Spirit WG Brentwood TN, LLC		Delaware
Spirit WG Bridgetown OH, LLC		Delaware
Spirit WG Bryan TX, LLC		Delaware
Spirit WG Canton IL, LLC		Delaware
Spirit WG Chino Valley AZ, LLC		Delaware
Spirit WG Cincinnati OH, LLC		Delaware
Spirit WG Columbia MO, LLC		Delaware
Spirit WG Columbus MS, LLC		Delaware
Spirit WG Crossville TN, LLC		Delaware
Spirit WG Dallas TX, LLC		Delaware
Spirit WG Decatur IL, LLC		Delaware
Spirit WG Elmira NY, LLC		Delaware
Spirit WG Essex MD, LLC		Delaware
Spirit WG Fort Worth TX, LLC		Delaware
Spirit WG Gainesville FL, LLC		Delaware
Spirit WG Galloway OH, LLC		Delaware
Spirit WG Harriman TN, LLC		Delaware
Spirit WG Harris County TX, LLC		Delaware
Spirit WG Hibbing MN, LLC		Delaware
Spirit WG Humble TX, LLC		Delaware
Spirit WG Jacksonville FL, LLC		Delaware
Spirit WG Kansas City (63rd St.) MO, LLC		Delaware
Spirit WG Kansas City (Independence) MO, LLC		Delaware
Spirit WG Kansas City (Linwood) MO, LLC		Delaware



Name of Subsidiary		State of Incorporation or Formation
Spirit WG Kansas City (Troost) MO, LLC		Delaware
Spirit WG Knoxville TN, LLC		Delaware
Spirit WG Long Beach MS, LLC		Delaware
Spirit WG Madeira OH, LLC		Delaware
Spirit WG Memphis TN, LLC		Delaware
Spirit WG Mobile AL, LLC		Delaware
Spirit WG Mount Pleasant TX, LLC		Delaware
Spirit WG Olivette MO, LLC		Delaware
Spirit WG Oneida TN, LLC		Delaware
Spirit WG Parkville MO, LLC		Delaware
Spirit WG Picayune MS, LLC		Delaware
Spirit WG Richmond Hill GA, LLC		Delaware
Spirit WG Rome NY, LLC		Delaware
Spirit WG Roselle NJ, LLC		Delaware
Spirit WG Saginaw MI, LLC		Delaware
Spirit WG San Antonio TX, LLC		Arizona
Spirit WG Saraland AL, LLC		Delaware
Spirit WG Seattle WA, LLC		Delaware
Spirit WG Sharonville OH, LLC		Delaware
Spirit WG Shreveport LA, LLC		Delaware
Spirit WG St. Louis MO Portfolio, LLC		Delaware
Spirit WG Toledo OH, LLC		Delaware
Spirit WG Topeka KS, LLC		Delaware
Spirit WG Waco TX, LLC		Delaware
Spirit WM New London WI, LLC		Delaware
Spirit WM Spencer IN, LLC		Delaware
Spirit WW II, LLC		Arizona

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3 No. 333-192237) of Spirit Realty Capital, Inc., and

(2) Registration Statement (Form S-8 No. 333-190001) pertaining to the Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan and Cole Credit Property Trust II, Inc. 2004 Independent Directors’ Stock Option Plan;

of our reports dated February 26, 2016, with respect to the consolidated financial statements and schedules of Spirit Realty Capital, Inc. and the effectiveness of internal control over financial reporting of Spirit Realty Capital, Inc. included in this Annual Report (Form 10-K) of Spirit Realty Capital, Inc. for the year ended December 31, 2015.

/s/ Ernst & Young LLP

Phoenix, Arizona

February 26, 2016

Exhibit 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas H. Nolan, Jr., certify that:


1.	I have reviewed this Annual Report on Form 10-K of Spirit Realty Capital, Inc. for the year ended December 31, 2015;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	February 26, 2016	/s/ THOMAS H. NOLAN, JR.
		Name:	Thomas H. Nolan, Jr.
		Title:	Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip D. Joseph, Jr., certify that:


1.	I have reviewed this Annual Report on Form 10-K of Spirit Realty Capital, Inc. for the year ended December 31, 2015;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	February 26, 2016	/s/ PHILLIP D. JOSEPH, JR.
		Name:	Phillip D. Joseph, Jr.
		Title:	Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C 1350)

Each of the undersigned officers of Spirit Realty Capital, Inc. (the “Company”) hereby certifies, for purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:


(i)	the accompanying Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and


(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



		/s/ THOMAS H. NOLAN, JR.
		Name:	Thomas H. Nolan, Jr.
		Title:	Chief Executive Officer

		/s/ PHILLIP D. JOSEPH, JR.
		Name:	Phillip D. Joseph, Jr.
Date:	February 26, 2016	Title:	Chief Financial Officer

The foregoing certification is being furnished with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.