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<br />200605274
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<br />THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY
<br />AGREEMENT, ASSIGNMENT OF LEASES AND S AND FIXTURE FILING (this
<br />"Security Instrument") is made as of this jL day of , 2006, by SPIRIT SPE
<br />PORTFOLIO 2006-2, LLC (formerly known as SHOP PROPERTIES SPE REAL
<br />ESTATE, LLC), a Delaware limited liability company, having an address c/o Spirit Finance
<br />Corporation, at 14631 N. Scottsdale Rd. Suite 200, Scottsdale, Arizona 85254, as grantor
<br />("Borrower") to FIRST AMERICAN TITLE INSURANCE COMPANY, having an address
<br />at 1055 N. 115th Street, Omaha, Nebraska 68154, as trustee ("Trustee") for the benefit of
<br />BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having its principal
<br />place of business at 200 Park Avenue, New York, New York 10166, its successors and/or assigns
<br />("BarcIays"), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York
<br />corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY
<br />10013, its successors and/or assigns ("Citigroup"), as beneficiary (Barclays and Citigroup,
<br />individually and collectively, as the context may require, "Lender"). References to this
<br />"Security Instrument" shall mean this instrument and any and all renewals, modifications,
<br />amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements
<br />of this instrument. All capitalized terms not defmed herein shall have the respective meanings
<br />set forth in the Loan Agreement (defined below).
<br />
<br />RECITALS:
<br />
<br />WHEREAS, this Security Instrument is given to Lender, to secure a loan (the "Loan") in
<br />the principal sum of FIVE HUNDRED FORTY-FIVE MILLION SIX HUNDRED FIFTY-FIVE
<br />THOUSAND TEN AND 00/100 DOLLARS ($545,655,010.00) made pursuant to that certain
<br />Loan Agreement, dated as of the date hereof, betwcen Borrower, certain Affiliates of Borrower
<br />and the Lender (as the same may be amended, restated, replaced, supplemented or otherwise
<br />modified from time to time, the "Loan Agreement");
<br />
<br />WHEREAS, pursuant to the Loan Agreement, the Lender has agreed to make the Loan to
<br />the Borrower and certain Affiliates of Borrower upon the terms and subject to the conditions set
<br />forth therein, including, without limitation the granting of a first priority Lien on the Property (as
<br />hereinafter defined);
<br />
<br />, WHEREAS, Lender is the owner and holder of (i) that certain Amended and Restated
<br />Promissory Note (Note A), dated January 27, 2006, in the original principal amount of
<br />$425,000,000.00 given by Borrower to Barclays (the "Original Note A"), (ii) that certain
<br />Amended and Restated Promissory Note (Note B), dated January 27, 2006 in the original
<br />principal amount of $25,000,000.00 given by Borrower to Barclays (the "Original Note B"),
<br />(iii) that certain Amended and Restated Promissory Note (Note C), dated January 27, 2006, in
<br />the original principal amount of $175,000,000.00 given by Borrower to Barclays (the "Original
<br />Note C"), (iv) that certain Promissory Note (Note D), dated January 27, 2006, in the original
<br />principal amount of $25,000,000.00 given by Borrower to Barclays (the "Original Note D"),
<br />and (v) that certain Promissory Note (Note E), dated January 27, 2006, in the original principal
<br />amount of $50,000,000.00 given by Borrower to Barclays (the "Original Note E"; Original Note
<br />A, Original Note B, Original Note C, Original Note D and Original Note E hereinafter
<br />collectively referred to as the "Original Notes").
<br />
<br />WHEREAS, Borrower and Lender have agreed to amend, modify and restate the Original
<br />Notes pursuant to those certain Consolidated Amended and Restated Promissory Notes dated as
<br />
<br />[TPW: NYLEGAL:505604.2] 20528-00030 05113/200602:00 PM
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