0001193125-05-046561 Sample Contracts

among Net Lease Funding 2005, LP, as Issuer, MBIA Insurance Corporation, as Insurer, and Wells Fargo Bank, N.A. as Indenture Trustee Net Lease Funding 2005, LP Triple Net Lease Mortgage Notes, Series 2005
Trustreet Properties Inc • March 10th, 2005 • Real estate investment trusts • New York

INDENTURE, dated as of March 4, 2005, among Net Lease Funding 2005, LP, a Delaware limited partnership, as issuer (the “Issuer”), MBIA Insurance Corporation, a New York financial guaranty insurance company, as insurer (the “Insurer”), and Wells Fargo Bank, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

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SALE AND CONTRIBUTION AGREEMENT dated as of February 25, 2005 among CNL APF PARTNERS, LP AND THE OTHER ORIGINATORS PARTY HERETO, as Originators and NET LEASE FUNDING 2005, LP, as Issuer
Sale and Contribution Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

THIS SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is entered into among CNL APF PARTNERS, LP, a Delaware limited partnership (“CNL”), the other originators set forth on the signature pages hereto (together with CNL, the “Originators”) and NET LEASE FUNDING 2005, LP, a Delaware limited partnership, as the issuer (the “Issuer”).

INSURANCE AND REIMBURSEMENT AGREEMENT among MBIA INSURANCE CORPORATION, NET LEASE FUNDING 2005, LP, as Issuer, CNL FINANCIAL SERVICES, LP, as Property Manager and Special Servicer, CNL APF PARTNERS, LP, as an Originator and the Support Provider and...
Insurance and Reimbursement Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

THIS INSURANCE AND REIMBURSEMENT AGREEMENT (this “Insurance Agreement”) is made as of March 4, 2005 among MBIA Insurance Corporation, a New York stock insurance company (“MBIA”), Net Lease Funding 2005, LP (the “Issuer”), CNL Financial Services, LP (“CFS”, the “Property Manager” or “Special Servicer”), CNL APF Partners, LP (“CNL”, an “Originator” or the “Support Provider”) and CNL Restaurant Capital, LP (“CRC”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of February 25, 2005, by each Originator (as defined below) signatory hereto and CNL Financial Services, LP, a Delaware limited partnership (“CFS”, and together with each Originator signatory hereto, each, an “Indemnitor” and collectively, the “Indemnitors”), in favor of Net Lease Funding 2005, LP, a Delaware limited partnership (the “Issuer” or the “Indemnitee”).

PERFORMANCE UNDERTAKING
Performance • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

PERFORMANCE UNDERTAKING (this “Undertaking”), made as of February 25, 2005, by CNL APF PARTNERS, LP, a Delaware limited partnership (the “Provider”), in favor of NET LEASE FUNDING 2005, LP, a Delaware limited partnership (the “Issuer”) and the other “Beneficiaries” (as defined below).

Net Lease Funding 2005, LP (a Delaware limited partnership) Triple Net Lease Mortgage Notes, Series 2005 PURCHASE AGREEMENT February 25, 2005
Purchase Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York
NET LEASE FUNDING 2005, LP as Issuer and CNL FINANCIAL SERVICES, LP as Property Manager and Special Servicer and WELLS FARGO BANK, N.A. as Indenture Trustee
Property Management Agreement • March 10th, 2005 • Trustreet Properties Inc • Real estate investment trusts • New York

that are required to be deposited into the Property Proceeds Retention Account or the Collection Account pursuant to Section 3.04(a) have been or will be so deposited.

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