EXHIBIT 10.1
 LOAN AND SECURITY AGREEMENT




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TABLE OF CONTENTS
 PageI. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
    
    
    11.1 Definitions
    
    
    11.2 Principles of Construction
    
    
    26II. GENERAL TERMS
    
    
    262.1 Loan; Disbursement to Borrower
    
    
    262.1.1 The Loan
    
    
    262.1.2 Disbursement to Borrower
    
    
    262.1.3 The Notes, Security Instrument and Loan Documents
    
    
    272.1.4 Use of Proceeds
    
    
    272.2 Interest; Loan Payments; Late Payment Charge
    
    
    272.2.1 Payment of Principal and Interest
    
    
    272.2.2 Method and Place of Payment
    
    
    272.2.3 Late Payment Charge
    
    
    282.2.4 Usury Savings
    
    
    282.3 Prepayments
    
    
    282.3.1 Prepayments
    
    
    282.3.2 Prepayments After Event of Default; Application of Amounts Paid
    
    
    282.3.3 Release of Property upon Repayment or Defeasance of Loan in Full
    
    
    292.3.4 Release of Individual Properties
    
    
    292.3.5 Defeasance
    
    
    302.3.6 Substitution of Properties
    
    
    342.3.7 Release of Outparcels
    
    
    392.3.8 Excess Account Collateral
    
    
    392.3.9 Reserve Requirements
    
    
    402.4 Regulatory Change; Taxes
    
    
    402.4.1 Increased Costs
    
    
    402.4.2 Special Taxes
    
    
    402.4.3 Other Taxes
    
    
    412.4.4 Indemnity
    
    
    412.4.5 Change of Office
    
    
    412.4.6 Survival
    
    
    41
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Page2.5 Conditions Precedent to Closing
    
    
    412.5.1 Representations and Warranties; Compliance with Conditions
    
    
    412.5.2 Delivery of Loan Documents; Title Policy; Reports; Leases
    
    
    412.5.3 Related Documents
    
    
    432.5.4 Delivery of Organizational Documents
    
    
    432.5.5 Counsel Opinions
    
    
    432.5.6 Annual Budget
    
    
    432.5.7 Completion of Proceedings
    
    
    442.5.8 Payments
    
    
    442.5.9 Account Agreement
    
    
    442.5.10 Master Lease SNDA
    
    
    442.5.11 Reserved
    
    
    442.5.12 Reserved
    
    
    442.5.13 Independent Manager/Member Certificate
    
    
    442.5.14 Transaction Costs
    
    
    442.5.15 Material Adverse Effect
    
    
    442.5.16 Insolvency
    
    
    442.5.17 Leases
    
    
    442.5.18 Master Lease; Master Lease SNDA
    
    
    442.5.19 Tax Lot
    
    
    442.5.20 Physical Conditions Reports
    
    
    452.5.21 Appraisals
    
    
    452.5.22 Financial Statements
    
    
    452.5.23 Flood Certifications
    
    
    452.5.24 Intercreditor Agreement
    
    
    45III. CASH MANAGEMENT
    
    
    453.1 Cash Management
    
    
    453.1.1 Establishment of Accounts
    
    
    453.1.2 Pledge of Account Collateral
    
    
    463.1.3 Maintenance of Collateral Accounts
    
    
    473.1.4 Eligible Accounts
    
    
    473.1.5 Deposits into Sub-Accounts
    
    
    483.1.6 Monthly Funding of Sub-Accounts; Master Lease Rent
Shortfalls; Master Lease Variable Additional Rent Reserve;
Sub-Account Shortfalls
    
    
    483.1.7 Required Payments from Sub-Accounts
    
    
    503.1.8 Cash Management Bank
    
    
    503.1.9 Borrowers and Maryland Loan Guarantors Account
Representations, Warranties and Covenants
    
    
    513.1.10 Account Collateral and Remedies
    
    
    513.1.11 Transfers and Other Liens
    
    
    523.1.12 Reasonable Care
    
    
    523.1.13 Lenders Liability
    
    
    523.1.14 Continuing Security Interest
    
    
    53
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PageIV. REPRESENTATIONS AND WARRANTIES
    
    
    534.1 Borrower Representations
    
    
    534.1.1 Organization
    
    
    534.1.2 Proceedings
    
    
    544.1.3 No Conflicts
    
    
    544.1.4 Litigation
    
    
    544.1.5 Agreements
    
    
    554.1.6 Title
    
    
    554.1.7 No Bankruptcy Filing
    
    
    554.1.8 Full and Accurate Disclosure
    
    
    564.1.9 All Property
    
    
    564.1.10 No Plan Assets
    
    
    564.1.11 Compliance
    
    
    574.1.12 Financial Information
    
    
    574.1.13 Condemnation
    
    
    574.1.14 Federal Reserve Regulations
    
    
    574.1.15 Utilities and Public Access
    
    
    574.1.16 Not a Foreign Person
    
    
    584.1.17 Separate Lots
    
    
    584.1.18 Subdivision
    
    
    584.1.19 Enforceability
    
    
    584.1.20 Assessments
    
    
    584.1.21 Insurance
    
    
    584.1.22 Use of Property
    
    
    584.1.23 Certificate of Occupancy; Licenses
    
    
    584.1.24 Flood Zone
    
    
    594.1.25 Physical Condition
    
    
    594.1.26 Boundaries
    
    
    594.1.27 Leases and Subleases
    
    
    594.1.28 Filing and Recording Taxes
    
    
    604.1.29 Single Purpose Entity/Separateness
    
    
    604.1.30 Illegal Activity
    
    
    604.1.31 No Change in Facts or Circumstances; Disclosure
    
    
    604.1.32 Tax Filings
    
    
    614.1.33 Solvency/Fraudulent Conveyance
    
    
    614.1.34 Investment Company Act
    
    
    614.1.35 Labor
    
    
    614.1.36 Brokers
    
    
    624.1.37 No Other Debt
    
    
    624.1.38 Taxpayer Identification Number
    
    
    624.1.39 Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering
Laws
    
    
    624.1.40 Rights of First Refusal or First Offer to Lease or Purchase
    
    
    62
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Page4.2 Survival of Representations
    
    
    634.3 Borrowers or Maryland Loan Guarantors Knowledge
    
    
    63V. BORROWER AND MARYLAND LOAN GUARANTOR COVENANTS
    
    
    635.1 Affirmative Covenants
    
    
    635.1.1 Performance by Borrower and Maryland Loan Guarantor
    
    
    635.1.2 Existence; Compliance with Legal Requirements; Insurance
    
    
    645.1.3 Litigation
    
    
    645.1.4 Single Purpose Entity
    
    
    645.1.5 Consents
    
    
    655.1.6 Access to Property
    
    
    665.1.7 Notice of Default
    
    
    665.1.8 Cooperate in Legal Proceedings
    
    
    665.1.9 Insurance
    
    
    665.1.10 Further Assurances; Severance of Notes and Mezzanine Loan
    
    
    665.1.11 Mortgage Taxes
    
    
    685.1.12 Business and Operations
    
    
    685.1.13 Title to the Property
    
    
    685.1.14 Costs of Enforcement
    
    
    695.1.15 Estoppel Statements
    
    
    695.1.16 Loan Proceeds
    
    
    695.1.17 No Joint Assessment
    
    
    695.1.18 No Further Encumbrances
    
    
    705.1.19 Leases and Material Subleases
    
    
    705.1.20 Management
    
    
    705.1.21 Master Lease
    
    
    705.2 Negative Covenants
    
    
    725.2.1 Incur Debt
    
    
    725.2.2 Encumbrances
    
    
    725.2.3 Engage in Different Business
    
    
    725.2.4 Make Advances
    
    
    725.2.5 Partition
    
    
    725.2.6 Commingle
    
    
    725.2.7 Guarantee Obligations
    
    
    735.2.8 Transfer Assets
    
    
    735.2.9 Amend Organizational Documents
    
    
    735.2.10 Dissolve
    
    
    735.2.11 Bankruptcy
    
    
    735.2.12 ERISA
    
    
    735.2.13 Distributions
    
    
    735.2.14 Management
    
    
    735.2.15 Reserved
    
    
    745.2.16 Modify Account Agreement
    
    
    745.2.17 Zoning Reclassification
    
    
    745.2.18 Change of Principal Place of Business
    
    
    745.2.19 Debt Cancellation
    
    
    745.2.20 Misapplication of Funds
    
    
    745.2.21 Single Purpose Entity
    
    
    75
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PageVI. INSURANCE; CASUALTY; CONDEMNATION; RESTORATION
    
    
    756.1 Insurance Coverage Requirements
    
    
    756.1.1 Property Insurance
    
    
    756.1.2 Liability Insurance
    
    
    756.1.3 Workers Compensation Insurance
    
    
    756.1.4 Business Interruption Insurance
    
    
    766.1.5 Builders All-Risk Insurance
    
    
    766.1.6 Boiler and Machinery Insurance
    
    
    766.1.7 Flood Insurance and Earthquake Insurance
    
    
    766.1.8 Terrorism Insurance
    
    
    776.1.9 Storage Tank System Third Party Liability and Cleanup Insurance
    
    
    786.1.10 Other Insurance
    
    
    786.1.11 Ratings of Insurers
    
    
    786.1.12 Form of Insurance Policies; Endorsements
    
    
    786.1.13 Evidence of Insurance
    
    
    796.1.14 Separate Insurance
    
    
    796.1.15 Blanket Policies
    
    
    796.2 Condemnation and Insurance Proceeds
    
    
    796.2.1 Notification
    
    
    796.2.2 Proceeds
    
    
    806.2.3 Lender to Take Proceeds
    
    
    816.2.4 Borrower to Restore
    
    
    826.2.5 Disbursement of Proceeds
    
    
    83VII. IMPOSITIONS, OTHER CHARGES, LIENS AND OTHER ITEMS
    
    
    847.1 Borrower or Maryland Loan Guarantor to Pay Impositions and Other Charges
    
    
    847.2 No Liens
    
    
    847.3 Contest
    
    
    85VIII. TRANSFERS, INDEBTEDNESS AND SUBORDINATE LIENS
    
    
    858.1 General Restriction on Transfers and Debt
    
    
    858.2 Sale of Building Equipment
    
    
    868.3 Immaterial Transfers and Easements, etc.
    
    
    868.4 Permitted Equity Transfers
    
    
    87
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Page8.5 Deliveries to Lender
    
    
    888.6 Loan Assumption
    
    
    888.7 Leases and Subleases
    
    
    898.7.1 Leasing Conditions
    
    
    898.7.2 Delivery of New Sublease or Sublease Modification
    
    
    898.7.3 Security Deposits
    
    
    898.7.4 No Default Under Subleases
    
    
    898.7.5 Subordination
    
    
    898.7.6 Attornment
    
    
    908.7.7 Non-Disturbance Agreements
    
    
    90IX. RESERVED
    
    
    90X. MAINTENANCE OF PROPERTY; ALTERATIONS
    
    
    9010.1 Maintenance of Property
    
    
    9010.2 Conditions to Alteration
    
    
    9110.3 Costs of Alteration
    
    
    91XI. BOOKS AND RECORDS, FINANCIAL STATEMENTS, REPORTS AND OTHER INFORMATION
    
    
    9311.1 Books and Records
    
    
    9311.2 Financial Statements
    
    
    9311.2.1 Quarterly Reports
    
    
    9311.2.2 Annual Reports
    
    
    9411.2.3 Capital Expenditures Summaries
    
    
    9411.2.4 Master Lease
    
    
    9411.2.5 Annual Budget
    
    
    9411.2.6 Other Information
    
    
    94XII. ENVIRONMENTAL MATTERS
    
    
    9512.1 Representations
    
    
    9512.2 Covenants
    
    
    9512.2.1 Compliance with Environmental Laws
    
    
    9512.3 Environmental Reports
    
    
    9612.4 Environmental Indemnification
    
    
    9612.5 Recourse Nature of Certain Indemnifications
    
    
    97
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PageXIII. RESERVED
    
    
    97XIV. SECURITIZATION
    
    
    9714.1 Sale of Notes and Securitization
    
    
    9714.2 Securitization Financial Statements
    
    
    9814.3 Securitization Indemnification
    
    
    9814.3.1 Disclosure Documents
    
    
    9814.3.2 Indemnification Certificate
    
    
    99XV. ASSIGNMENTS AND PARTICIPATIONS
    
    
    10115.1 Assignment and Acceptance
    
    
    10115.2 Effect of Assignment and Acceptance
    
    
    10115.3 Content
    
    
    10115.4 Register
    
    
    10215.5 Substitute Notes
    
    
    10215.6 Participations
    
    
    10315.7 Disclosure of Information
    
    
    10315.8 Security Interest in Favor of Federal Reserve Bank
    
    
    103XVI. RESERVE ACCOUNTS
    
    
    10316.1 Tax Reserve Account
    
    
    10316.2 Insurance Reserve Account
    
    
    10416.3 Structural Repair Reserve Account
    
    
    10516.4 Immediate Repair and Remediation Reserve Account
    
    
    10616.5 Master Lease Variable Additional Rent Reserve Account and LCR
Deterioration Reserve Account
    
    
    107XVII. DEFAULTS
    
    
    10817.1 Event of Default
    
    
    10817.2 Remedies
    
    
    11117.3 Remedies Cumulative; Waivers
    
    
    11217.4 Costs of Collection
    
    
    113XVIII. SPECIAL PROVISIONS
    
    
    11318.1 Exculpation
    
    
    11318.1.1 Exculpated Parties
    
    
    11318.1.2 Carveouts From Non-Recourse Limitations
    
    
    114
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PageXIX. MISCELLANEOUS
    
    
    11619.1 Survival
    
    
    11619.2 Lenders Discretion
    
    
    11619.3 Governing Law
    
    
    11619.4 Modification, Waiver in Writing
    
    
    11719.5 Delay Not a Waiver
    
    
    11719.6 Notices
    
    
    11819.7 TRIAL BY JURY
    
    
    11919.8 Headings
    
    
    11919.9 Severability
    
    
    11919.10 Preferences
    
    
    11919.11 Waiver of Notice
    
    
    12019.12 Expenses; Indemnity
    
    
    12019.13 Exhibits and Schedules Incorporated
    
    
    12219.14 Offsets, Counterclaims and Defenses
    
    
    12219.15 Liability of Assignees of Lender
    
    
    12219.16 No Joint Venture or Partnership; No Third Party Beneficiaries
    
    
    12219.17 Publicity
    
    
    12319.18 Waiver of Marshalling of Assets
    
    
    12319.19 Waiver of Counterclaim and other Actions
    
    
    12319.20 Conflict; Construction of Documents; Reliance
    
    
    12319.21 Prior Agreements
    
    
    12419.22 Counterparts
    
    
    124
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EXHIBITS AND SCHEDULES
 EXHIBIT A
    
    TITLE INSURANCE REQUIREMENTS, ENDORSEMENTS
AND AFFIRMATIVE COVERAGESEXHIBIT B
    
    SURVEY REQUIREMENTSEXHIBIT C
    
    SINGLE PURPOSE ENTITY PROVISIONSEXHIBIT D
    
    ENFORCEABILITY OPINION REQUIREMENTSEXHIBIT E
    
    INTENTIONALLY DELETEDEXHIBIT F
    
    INTENTIONALLY DELETEDEXHIBIT G
    
    INTENTIONALLY DELETEDEXHIBIT H
    
    INTENTIONALLY DELETEDEXHIBIT I
    
    INTENTIONALLY DELETEDEXHIBIT J
    
    INTENTIONALLY DELETEDEXHIBIT K
    
    BORROWER ORGANIZATIONAL STRUCTUREEXHIBIT L
    
    INTENTIONALLY DELETEDEXHIBIT M
    
    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTEXHIBIT N
    
    FORM OF SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENTEXHIBIT O
    
    INTENTIONALLY DELETEDEXHIBIT P
    
    FORM OF MASTER LEASE RENT PAYMENT DIRECTION
LETTEREXHIBIT Q
    
    INTENTIONALLY DELETEDEXHIBIT R
    
    INTENTIONALLY DELETEDEXHIBIT S
    
    INTENTIONALLY DELETEDEXHIBIT T
    
    FORM OF INDEPENDENT MANAGER/MEMBER
CERTIFICATESCHEDULE I
    
    ALLOCATED LOAN AMOUNTSSCHEDULE II
    
    GEOGRAPHIC QUADRANTSSCHEDULE III
    
    IMMEDIATE REPAIRS AND REMEDIATIONSCHEDULE IV
    
    LEASESSCHEDULE V
    
    INTENTIONALLY DELETEDSCHEDULE VI
    
    LITIGATION SCHEDULESCHEDULE VII
    
    OUTPARCEL LEGAL DESCRIPTIONSSCHEDULE VIII
    
    BORROWER TAXPAYER IDENTIFICATION NUMBERS
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LOAN AND SECURITY AGREEMENT
 Agreement Maryland Loan Guarantor Individual Borrower Borrower Lender
     DEFINITIONS; PRINCIPLES OF CONSTRUCTION
 Definitions
 Account Agreement
 Account Collateral Section 3.1.2
 Additional Non-Consolidation Opinion Section
4.1.29(b)
 Affiliate




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Aggregate Appraised Value Section 2.5.21 Section 2.3.6(c)
 Agreement
 Allocated Loan Amount Schedule I
 ALTA
 Alteration Section 10.2
 Annual Budget
 Appraisals
 Appraised Value
 Approved Bank
 Architect
 Assignment and Acceptance Article XV Exhibit M
 Assignment of Leases
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Bankruptcy Code
 Blanket Policy Section 6.1.14
 Borrower
 Borrowers Account
 Broker
 Building Equipment
 Business Day
 Capital Expenditures
 Cash
 Cash and Cash Equivalents
 Cash Management Bank
 Casualty Amount
 Casualty/Condemnation Property Release Section
6.2.3
 Close Affiliate First Person Second Person rd
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Closing Date
 Closing Date LCR Ratio
 Closing Date LTV Ratio
 Code
 Collateral Accounts Section 3.1.1
 Completion Section 16.4
 Control Controlled Controlling Common Control
 Cut-Off Date Section 6.2.3(a)
 DBS Section 14.3.2(b)
 Debt Section 7.3
 Debt Service
 Debt Service Reserve Account Section
3.1.1
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Default
 Default Rate
 Defeasance Collateral
 Defeasance Date Section 2.3.5(a)
 Defeasance Deposit
 Defeasance Event Section 2.3.5(a)
 Defeasance Lockout Period
 Deficiency Section 6.2.4(b)
 Disclosure Documents Section 14.3.1
 Disqualified Transferee
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EBITDAR
 Eligible Account
 Environmental Certificate Section
12.2.1
 Environmental Claim
 Environmental Event Section 12.2.1
 Environmental Indemnity
 Environmental Insurance Policy
 Environmental Law
 Environmental Reports Section 12.1
 ERISA
 Event of Default Section 17.1(a)
 Excess Account Collateral Section 2.3.8
 Excess Cash Flow Section 3.1.6
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Exchange Act Section 14.3.1
 Excluded Personal Property provided however
 Exculpated Parties Section 18.1.1
 Excusable Delay
 Fiscal Year
 Fiscal Quarter
 Fitch
 GAAP
 General Release Conditions Section
2.3.4
 Geographic Quadrant Schedule
II
 Governmental Authority
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Guarantor
 Hazardous Materials
 Holding Account Section 3.1.1
 Immediate Repairs and Remediation Completion Deadline Section 16.4
 Immediate Repair and Remediation Reserve Account Section 3.1.1
 Immediate Repairs and Remediation Schedule III
 Impositions
 Improvements
 Increased Costs Section 2.4.1
 Indebtedness
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Indemnified Parties Section 19.12(b)
 Independent
 Independent Accountant
 Independent Architect
 Independent Director Independent Manager Independent Member
 Individual Parcel
 Individual Borrower
 Individual Property
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Insurance Requirements
 Insurance Reserve Account Section 3.1.1
 Insurance Reserve Amount Section 16.2
 Intangible
 Intercreditor Agreement
 Interest Period
 Interest Rate
 Key Properties
 Land
 Late Payment Charge Section 2.2.3
 Lease
 LCR Section 11.2.1
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LCR Deterioration Reserve Account Section
3.1.1
 LCR Test Section 16.5
 Legal Requirements
 Lender
 Lenders Consultant
 Lender Group Section 14.3.2(b)
 Letter of Credit LC Expiration Date
 Liabilities Section 14.3.2(b)
 License Section 4.1.23
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Lien
 Loan
 Loan Amount
 Loan Documents
 Low LCR Cash Sweep Period Section 16.5 Section 16.5
 LTV Ratio
 Maryland Borrower
 Maryland Loan Guarantor
 Maryland Loan Guaranty
 Maryland Property
 Master Lease Section 5.1.23
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Master Lease Base Rent
 Master Lease Recurrent Additional Rent
 Master Lease Rent
 Master Lease Rent Payment Direction Letter Section
3.1.9(a)
 Master Lease Rent Shortfall
 Master Lease Scheduled Rent
 Master Lease SNDA
 Master Lease Variable Additional Rent
 Master Lessee
 Master Lessee Officers Certificate
 Material Adverse Effect
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Material Alteration provided however Material Alteration
 Material Sublease
 Maturity Date
 Maturity Date Payment
 Maximum Legal Rate
 Mezzanine Borrower Section 5.1.11
 Mezzanine Loan Section 5.1.11
 Mezzanine Loan Documents Section 5.1.11
 Monetary Default Section 17.1(a)(vi) (vii)
 Monthly Debt Service Payment Amount
 Monthly Insurance Reserve Amount Section
16.2
 Monthly Structural Repair Reserve Amount provided however
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Monthly Tax Reserve Amount Section 16.1
 Moodys
 Mortgage Tax States
 New Sublease Section 8.7.1
 Non-Consolidation Opinion Section 2.5.5
 Non-Disqualification Opinion
 Non-Disturbance Agreement Section 8.7.7
 Notes
 Obligations
 OFAC
 Officers Certificate provided Article XI
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Opinion of Counsel
 Other Charges
 Other Taxes Section 2.4.3
 Outparcel Schedule VII
 Outparcel Release Instruments Section
2.3.7
 Payment Date
 Permitted Debt provided provided
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Permitted Encumbrances Section 7.3 Section 8.3(ii)
 Permitted Fund Manager
 Permitted Investments
 Person
 Personal Property
 Physical Conditions Reports provided
 Plan Section 4.1.10
 Principal Amount
 Prohibited Person
 Proceeds Section 6.2.2
 Proceeds Prepayments Section 6.2.3 hereof
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Proceeds Reserve Account Section 3.1.1
 Project Section 16.3
 Property
 Property Release Section 2.3.4
 Property Release Notice Section 2.3.4
 Provided Information Section 14.1
 PZR
 Qualified Transferee provided however
 Rating Agencies
 Rating Agency Confirmation
 Recourse Guaranty
 Register Section 15.4
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Regulatory Change
 Related Remaining Property Section
2.3.7
 Release Date Section 2.3.4(a)
 Release Instruments Section 2.3.4(c)
 Release Price
 Release Price Percentage provided Section 6.2.3
 Release Property Section 2.3.4
 Rents
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Replaced Property Section 2.3.6
 Revolving Loan
 S&P
 Scheduled Defeasance Payments Section
2.3.5(b)
 Securities Section 14.1
 Securities Act Section 14.3.1
 Securitization Section 14.1
 Security Agreement Section 2.3.5(a)
 Security Deposits
 Security Instrument
 Servicer
 Single Purpose Entity
   20




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provided however
      21




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22




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provided however
 Special Taxes
 SPE Entity
 State
 Structural Repair Reserve Account Section
3.1.1
 Structural Repairs Section 16.3
 Sub-Account(s) Section 3.1.1
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Sublease
 Sublease Modification Section 8.7.1
 Substitute Property Section 2.3.6(a)
 Substitute Property Mortgage Spreader Agreement Section 2.3.6(a)
 Substitution Section 2.3.6(a)
 Substitution Date Section 2.3.6(c)
 Substitution Due Diligence Package Section
2.3.6(c)
 Substitution Notice Section 2.3.6(c)
 Successor Borrower Section 2.3.5(d)
 Survey
 Taking
 Tax Reserve Account Section 3.1.1
 Tax Reserve Amount Section 16.1
 Tenant
 Terrorism Insurance Section 6.1.8
 Threshold Amount
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Title Company
 Title Policy
 Total Loss
 Transfer
 UCC Uniform Commercial Code
 Underwriter Group Section 14.3.2(b)
  25




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U.S. Government Obligations provided
 Wachovia Section 14.3.2(b)
 Work Section 6.2.4(a)
 Yield Maintenance Premium
 Yield Maintenance Premium Release Date
 Principles of Construction
 GENERAL TERMS
 Loan; Disbursement to Borrower
 The Loan
 Disbursement to Borrower
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The Notes, Security Instrument and Loan Documents
 Use of Proceeds
 Interest; Loan Payments; Late Payment Charge
 Payment of Principal and Interest
 Section 2.2.1(ii)
  Method and Place of Payment
    27




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Late Payment Charge th th Late Payment Charge
 Usury Savings
 Prepayments
 Prepayments
 Prepayments After Event of Default; Application of Amounts Paid
  28




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Release of Property upon Repayment or Defeasance of Loan in Full
 Release of Individual Properties General Release Conditions Section 2.3.7 Release Property Section 2.3.4 Section 2.3.6 Section 2.3.5 Property Release Section 2.3.8 Section 2.3.8 Section 2.3.9 Section
4(b)(ii)
 Property Release Notice Release Date
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Release Instruments
       Defeasance
 Generally Defeasance Event
  30




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Defeasance Date provided provided
    Section 2.3.3 Section 2.3.4(c)
  Section 2.3.5 Security Agreement
   31




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Defeased Note Undefeased Note Section 2.3.5
 Section
2.3.3 Section 2.3.4
  32




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Scheduled Defeasance Payments Scheduled Defeasance Payments Section 2.3.5
 Defeasance Collateral
 Successor Borrower Successor Borrower Section 2.3.5(d)
  33




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##### 



Release of Defeased Property Section 2.3.5
 Substitution of Properties
 Generally Section 2.3.6 Substitute Property Replaced
Property Substitution provided however Section 2.3.6 Substitute
Property Mortgage Spreader Agreement
 Certain Requirements Section 2.3.6 Section 2.3.6
     34




---



##### 



Diligence Process Substitution Notice Substitution Date Substitution Due
Diligence Package Article VI
  35




---



##### 



Additional Conditions Precedent
 Rating Agency Confirmation; Rating Agency Requirements
 Release Conditions Section 2.3.4(c) (f) (g)
 Financial and Other Tests
 LCR
 LTV Ratio
 Geographic Diversity
 Lenders Costs and Expenses
  Opinions of Counsel
  36




---



##### 



No Event of Default
 Accuracy of Representations and Warranties
 Officers Certificate
 Non-Disqualification Opinion
 Organizational Documents
 Insurance Certificates Article VI
 Loan Documents
    37




---



##### 



Section 2.3.6
  Additional Deliveries provided
  38




---



##### 



Release of Outparcels Section 2.3.7 Related Remaining Property Outparcel
Release Instruments
 Excess Account Collateral provided Excess Account Collateral
  39




---



##### 



Reserve Requirements provided Sections
16.1 16.2
 Regulatory Change; Taxes
 Increased Costs Increased
Costs Section 2.4.1
 Special Taxes Section
2.4.2 Section 2.4.2
  40




---



##### 



Other Taxes Other Taxes
 Indemnity Section 2.4.4
 Change of Office
 Survival Section 2.4
 Conditions Precedent to Closing provided however
 Representations and Warranties; Compliance with Conditions
 Delivery of Loan Documents; Title Policy; Reports; Leases
 Loan Documents
 Security Instrument, Assignment of Leases
  41




---



##### 



UCC Financing Statements
 Title Insurance Exhibit A
 Surveys Exhibit B
 Insurance
 Environmental Reports provided
  42




---



##### 



Zoning
 Certificate of Occupancy
 Encumbrances
 Related Documents
 Delivery of Organizational Documents Exhibit C
 Counsel Opinions
 Non-Consolidation Opinion
 Exhibit D provided
 Annual Budget
  43




---



##### 



Completion of Proceedings
 Payments
 Account Agreement
 Master Lease SNDA
 Reserved
 Reserved
 Independent Manager/Member Certificate Exhibit T
 Transaction Costs
 Material Adverse Effect
 Insolvency
 Leases
 Master Lease; Master Lease SNDA
 Tax Lot
  44




---



##### 



Physical Conditions Reports
 Appraisals
 Financial Statements
 Flood Certifications
 Intercreditor Agreement
 CASH MANAGEMENT
 Cash Management
 Establishment of Accounts Holding Account Sub-Account Sub-Accounts Collateral Accounts Securities Account
  45




---



##### 



Tax Reserve Account
 Insurance Reserve Account
 Debt Service Reserve Account
 Master Lease Variable Additional Rent Reserve
Account
 Immediate Repair
and Remediation Reserve Account
 Structural Repair Reserve Account
 Section 6.2 Proceeds Reserve Account
 Section 16.5(c) LCR Deterioration Reserve Account
 Pledge of Account Collateral Account Collateral
   Section 3.1.4
  46




---



##### 



Maintenance of Collateral Accounts
 Eligible Accounts
  47




---



##### 



Deposits into Sub-Accounts
 (i)
    
    $1,252,579.76 into the Tax Reserve Account;(ii)
    
    $1,193,316.37 into the Insurance Reserve Account;(iii)
    
    $0.00 into the Debt Service Reserve Account;(iv)
    
    $0.00 into the Master Lease Variable Additional Rent Reserve Account;(v)
    
    $0.00 into the Structural Repair Reserve Account;(vi)
    
    $404,310 into the Immediate Repair and Remediation Reserve Account; and(vii)
    
    $0.00 into the Proceeds Reserve Account; and(viii)
    
    $0.00 into the LCR Deterioration Reserve Account.
 Monthly Funding of Sub-Accounts; Master Lease Rent Shortfalls; Master Lease Variable
Additional Rent Reserve; Sub-Account Shortfalls
 Monthly Funding of Sub-Accounts
 Section 16.1
 Section 16.2
     48




---



##### 



Excess Cash Flow
 provided
 Master Lease Rent Shortfalls Section 3.1.6(c)
 Master Lease Variable Additional Rent Reserve
 Sub-Account Shortfalls Section 3.1.6 th th
 Section 19.12
  49




---



##### 



Required Payments from Sub-Accounts provided
    Section 16.3
 Section 16.4
 Section 3.1.6(c) Section 16.5(b)
 Section 16.5(c)
 Cash Management Bank
  provided
  50




---



##### 



Borrowers and Maryland Loan Guarantors Account Representations, Warranties and
Covenants
  provided Section 3.1.6
 Account Collateral and Remedies
   51




---



##### 



Transfers and Other Liens
 Reasonable Care
 Lenders Liability
 Section 3.1
  52




---



##### 



Continuing Security Interest
 REPRESENTATIONS AND WARRANTIES
 Borrower Representations
 Organization Exhibit K
  53




---



##### 



Proceedings
 No Conflicts
 Litigation Schedule VI Schedule VI
  54




---



##### 



Agreements
 Title
 No Bankruptcy Filing
  55




---



##### 



Full and Accurate Disclosure
 All Property
 No Plan Assets
 Plan
   56




---



##### 



Compliance
 Financial Information
 Condemnation
 Federal Reserve Regulations
 Utilities and Public Access
  57




---



##### 



Not a Foreign Person
 Separate Lots
 Subdivision
 Enforceability
 Assessments
 Insurance
 Use of Property
 Certificate of Occupancy; Licenses Licenses
  58




---



##### 



Flood Zone Article VI
 Physical Condition
 Boundaries
 Leases and Subleases Schedule IV Schedule IV
  59




---



##### 



Filing and Recording Taxes
 Single Purpose Entity/Separateness
  Additional Non-Consolidation Opinion
 Illegal Activity
 No Change in Facts or Circumstances; Disclosure
  60




---



##### 



Tax Filings
 Solvency/Fraudulent Conveyance
 Investment Company Act
 Labor
  61




---



##### 



Brokers Section 4.1.36 Section 4.1.36
 No Other Debt
 Taxpayer Identification Number Schedule VIII
 Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws
 Rights of First Refusal or First Offer to Lease or Purchase
  62




---



##### 



Survival of Representations Section
4.1
 Borrowers or Maryland Loan Guarantors Knowledge
 BORROWER AND MARYLAND LOAN GUARANTOR COVENANTS
 Affirmative Covenants
 Performance by Borrower and Maryland Loan Guarantor
  63




---



##### 



Existence; Compliance with Legal Requirements; Insurance Section 7.3
 Litigation
 Single Purpose Entity
    64




---



##### 



Consents
  65




---



##### 



Access to Property
 Notice of Default
 Cooperate in Legal Proceedings
 Insurance
  Section
6.1
 Further Assurances; Severance of Notes and Mezzanine Loan
   66




---



##### 



provided however
 Section 5.1.11(c) Mezzanine Loan Mezzanine Borrower Mezzanine Loan Documents Section 5.1.11(c)
  67




---



##### 



Mortgage Taxes
 Business and Operations
 Title to the Property
  68




---



##### 



Costs of Enforcement
 Estoppel Statements
   Loan Proceeds Section 2.1.4
 No Joint Assessment
  69




---



##### 



No Further Encumbrances
 Leases and Material Subleases
 Management
 Section 5.2.14
 Section 5.2.14 Section 5.2.14
 Master Lease
 Section 8.7
  70




---



##### 



Section 3.1.6
 Article XI
 Section 2.3 Section
2.3
  Sections 2.3.4 2.3.5 2.3.6 2.3.7 Section 5.1.21(e)
  71




---



##### 



Negative Covenants
 Incur Debt
 Encumbrances
 Engage in Different Business
 Make Advances
 Partition
 Commingle
  72




---



##### 



Guarantee Obligations
 Transfer Assets
 Amend Organizational Documents Article VIII provided
 Dissolve
 Bankruptcy
 ERISA
 Distributions
 Management
 provided
  73




---



##### 



Section
5.2.14(a) provided Section 5.2.14(a)
 Reserved
 Modify Account Agreement
 Zoning Reclassification
 Change of Principal Place of Business
 Debt Cancellation Section 8.7
 Misapplication of Funds Section 3.1 Section 2.1.4
  74




---



##### 



Single Purpose Entity
 INSURANCE; CASUALTY; CONDEMNATION; RESTORATION
 Insurance Coverage Requirements
 Property Insurance
 Liability Insurance
 Workers Compensation Insurance
  75




---



##### 



Business Interruption Insurance Business Interruption
Reserve Amount
 Builders All-Risk Insurance
 Boiler and Machinery Insurance
 Flood Insurance and Earthquake Insurance
   76




---



##### 



Terrorism Insurance Terrorism Insurance Sections 6.1.1 6.1.5 Sections 6.1.1 6.1.5 Section 6.1.8
  77




---



##### 



Storage Tank System Third Party Liability and Cleanup Insurance
 Other Insurance
 Ratings of Insurers Section 6.1.1 Section 6.1.10
 Form of Insurance Policies; Endorsements
  78




---



##### 



Evidence of Insurance
 Separate Insurance Section 6.1 Section 6.1
 Blanket Policies Section 6.1 Blanket Policy provided Section 6.1 Section 6.1
 Condemnation and Insurance Proceeds
 Notification
  79




---



##### 



Proceeds Proceeds Section 6.2 Section 6.2 Section 6.1.4
  80




---



##### 



Lender to Take Proceeds Cut-Off Date Section 2.3.4 Section 2.3.4
  81




---



##### 



Borrower to Restore
 Section 2.3.4 Work provided however
 Section
6.2.5
  Deficiency
  82




---



##### 



Disbursement of Proceeds
 Section
6.2.4(b)
  83




---



##### 



Section
6.2.3(b)
 IMPOSITIONS, OTHER CHARGES, LIENS AND OTHER ITEMS
 Borrower or Maryland Loan Guarantor to Pay Impositions and Other Charges Section 7.3 provided
 No Liens Section 7.3 Article VII Section 19.12
  84




---



##### 



Contest provided Section 6.1
 TRANSFERS, INDEBTEDNESS AND SUBORDINATE LIENS
 General Restriction on Transfers and Debt Article VIII provided Section
8.4(b)(i) (ii) (iv) (v) (vi)
  85




---



##### 



Sale of Building Equipment provided provided further
 Immaterial Transfers and Easements, etc. Section 6.2 provided Section 8.3
      86




---



##### 



Permitted Equity Transfers
   Section 8.4(a) (b) 8(a)(v) 8(b)(iii) (iv) (vii)
  87




---



##### 



Deliveries to Lender Article VIII Article VIII
 Loan Assumption provided
  88




---



##### 



Leases and Subleases
 Leasing Conditions New Sublease Sublease Modification provided provided however
 Delivery of New Sublease or Sublease Modification
 Security Deposits Section 8.7.3
 No Default Under Subleases
 Subordination
  89




---



##### 



Attornment provided however
 Non-Disturbance Agreements Exhibit N Non-Disturbance Agreement provided Section 8.7
 RESERVED
 MAINTENANCE OF PROPERTY; ALTERATIONS
 Maintenance of Property
  90




---



##### 



Conditions to Alteration Alteration provided
 Costs of Alteration Article X Section 6.2 Section 6.2 Section 6.2 Section 6.2
  91




---



##### 



Section 10.2
 Section 7.3
 Section 10.3
  92




---



##### 



BOOKS AND RECORDS, FINANCIAL STATEMENTS, REPORTS AND OTHER INFORMATION
 Books and Records
 Financial Statements
 Quarterly Reports
  93




---



##### 



Annual Reports Section 11.2.1
 Capital Expenditures Summaries
 Master Lease
 Annual Budget
 Other Information
 Consolidation
  94




---



##### 



ENVIRONMENTAL MATTERS
 Representations Environmental Reports
 Covenants
 Compliance with Environmental Laws Section 7.3 Environmental Event Environmental Certificate
  95




---



##### 



Environmental Reports Section 12.3
 Environmental Indemnification provided clauses (a) (d) Section 12.4 provided however Section 12.4 Section 12.4
  96




---



##### 



Recourse Nature of Certain Indemnifications Article XVIII Section 12.4
 RESERVED
 SECURITIZATION
 Sale of Notes and Securitization Securitization Securities
 Provided Information Article XI Section 14.1 Provided Information
  97




---



##### 



Opinions of Counsel
 Modifications to Loan Documents
 Cooperation with Rating Agencies
 Securitization Financial Statements Article XI
 Securitization Indemnification
 Disclosure Documents Disclosure Document Securities Act Exchange
Act
  98




---



##### 



Indemnification Certificate
 Relevant Portions
 Article XVIII DBS Wachovia Lender Group Underwriter Group Liabilities provided
  99




---



##### 



Article XVIII
 provided however
 Retention of Servicer
 (i)
    
    Releases: $2500 (inclusive of payoff calculation) per release;(ii)
    
    Substitutions: $7500 per substitution; and(iii)
    
    Prepayments: $300 for payoff quote calculation.
  100




---



##### 



ASSIGNMENTS AND PARTICIPATIONS
 Assignment and Acceptance provided
 Effect of Assignment and Acceptance
 Content
  101




---



##### 



Register Article XV Register Article
XV
 Substitute Notes Exhibit M modified however Article XV Section 15.5
  102




---



##### 



Participations Article XV provided however Article XV
 Disclosure of Information Article XV Article XV provided however
 Security Interest in Favor of Federal Reserve Bank Article XV
 RESERVE ACCOUNTS
 Tax Reserve Account Section
3.1 Monthly Tax Reserve
Amount Tax
Reserve Amount
  103




---



##### 



Article V Article VII Section 7.3 Article V Article VII
 Insurance Reserve Account Section
3.1 Monthly Insurance
Reserve Amount Insurance Reserve Amount Article VI Article VI
  104




---



##### 



Structural Repair Reserve Account
 Section 3.1 Section 3.1
 Section 16.3 Project Section 10.2 Section 16.3
   105




---



##### 



Immediate Repair and Remediation Reserve Account
 Section 16.4 Section 16.4 Completion Immediate Repairs and Remediation Completion Deadline
 provided
  (i)
    
    No Event of Default shall have occurred and be continuing;(ii)
    
    Lender shall have received the following items:
    106




---



##### 



Master Lease Variable Additional Rent Reserve Account and LCR Deterioration Reserve
Account
 Section 3.1 Section 3.1
 Section
11.1 Section 3.1 Section 3.1
  107




---



##### 



DEFAULTS
 Event of Default
 Event
of Default
 th th th th
 Section 7.3
 Section 6.1
   108




---



##### 



provided however
  Section 17.l
  Section 5.1.4 Section 5.2.9 Section 5.2.21
 Article V Section XI
  109




---



##### 



Article XVI
      provided however provided further
  110




---



##### 



Remedies
   111




---



##### 



Remedies Cumulative; Waivers
  112




---



##### 



Costs of Collection
 SPECIAL PROVISIONS
 Exculpation
 Exculpated Parties Section 18.1 Exculpated Parties
   Section 18.1
    113




---



##### 



Carveouts From Non-Recourse Limitations
     Section 4.1.29
   114




---



##### 



Section 18.1.2
  115




---



##### 



MISCELLANEOUS
 Survival
 Lenders Discretion
 Governing Law
   116




---



##### 



Modification, Waiver in Writing
 Delay Not a Waiver
  117




---



##### 



Notices
 If to Lender:
    
    German American Capital Corporation, on behalf of the holders of the Notes60 Wall Street, 10th floorNew York, NY 10005Attention: Todd Sammann and General CounselWith a copy to:
    
    Wachovia Bank, National Assocation, as Servicer, at such notice address as shall be
designated by notice delivered in accordance with this Section.With a copy to:
    
    Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, New York 10036Attention: Harvey R. Uris, Esq.With a copy to:
    
    Wachovia Bank, National Association375 Park Avenue, 5th FloorNew York, New York 10022Attention: Mr. Peter ScolaIf to Borrower (which shall
be deemed notice toMaryland Loan Guarantor):
    
    c/o BlueLinx Holdings Inc.4300 Wildwood ParkwayAtlanta, Georgia 30339Attention: Mr. David Morris, CFO & TreasurerWith a copy to:
    
    Schulte Roth & Zabel LLP919 Third AvenueNew York, New York 10022Attention: Jeffrey A. Lenobel, Esq.
   118




---



##### 



TRIAL BY JURY
 Headings
 Severability
 Preferences
  119




---



##### 



Waiver of Notice
 Expenses; Indemnity
 Section 14.3.2(e) Section 6.1 provided however
  120




---



##### 



Section 18.1 Section 7.3 Section 19.12(b) provided however provided further Section 19.12(b)
  121




---



##### 



Exhibits and Schedules Incorporated
 Offsets, Counterclaims and Defenses
 Liability of Assignees of Lender Section 19.15
 No Joint Venture or Partnership; No Third Party Beneficiaries
    122




---



##### 



Publicity
 Waiver of Marshalling of Assets
 Waiver of Counterclaim and other Actions
 Conflict; Construction of Documents; Reliance
  123




---



##### 



Prior Agreements
 Counterparts
   124




---



##### 



BORROWER:
 ABP AL (MIDFIELD) LLC
    
    ABP AR (LITTLE ROCK) LLCABP CA (CITY OF INDUSTRY) LLC
    
    ABP CA (NATIONAL CITY) LLCABP CA (NEWARK) LLC
    
    ABP CO I (DENVER) LLCABP CA (RIVERSIDE) LLC
    
    ABP CT (NEWTON) LLCABP CO II (DENVER) LLC
    
    ABP FL (MIAMI) LLCABP FL (LAKE CITY) LLC
    
    ABP FL (TAMPA) LLCABP FL (PENSACOLA) LLC
    
    ABP GA (LAWRENCEVILLE) LLCABP FL (YULEE) LLC
    
    ABP IL (UNIVERSITY PARK) LLCABP IA (DES MOINES) LLC
    
    ABP KY (INDEPENDENCE) LLCABP IN (ELKHART) LLC
    
    ABP MA (BELLINGHAM) LLCABP LA (SHREVEPORT) LLC
    
    ABP ME (PORTLAND) LLCABP MD (BALTIMORE) SUBSIDIARY LLC
    
    ABP MI (GRAND RAPIDS) LLCABP MI (DETROIT) LLC
    
    ABP MN (MAPLE GROVE) LLCABP MN (EAGAN) LLC
    
    ABP MO (KANSAS CITY) LLCABP MO (BRIDGETON) LLC
    
    ABP MS (PEARL) LLCABP MO (SPRINGFIELD) LLC
    
    ABP NC (CHARLOTTE) LLCABP NC (BUTNER) LLC
    
    ABP NJ (DENVILLE) LLCABP ND (NORTH FARGO) LLC
    
    ABP NY (YAPHANK) LLCABP NM (ALBUQUERQUE) LLC
    
    ABP OK (TULSA) LLCABP OH (TALMADGE) LLC
    
    ABP PA (ALLENTOWN) LLCABP OR (BEAVERTON) LLC
    
    ABP SC (CHARLESTON) LLCABP PA (STANTON) LLC
    
    ABP TN (ERWIN) LLCABP SD (SIOUX FALLS) LLC
    
    ABP TN (NASHVILLE) LLCABP TN (MEMPHIS) LLC
    
    ABP TX (FORT WORTH) LLCABP TX (EL PASO) LLC
    
    ABP TX (HOUSTON) LLCABP TX (HARLINGEN) LLC
    
    ABP TX (SAN ANTONIO) LLCABP TX (LUBBOCK) LLC
    
    ABP VA (VIRGINIA BEACH) LLCABP VA (RICHMOND) LLC
    
    ABP WA (WOODINVILLE) LLCABP VT (SHELBURNE) LLC
    
    ABP WI (WAUSAU) LLC
 By:
    /s/ David MorrisName:
    David MorrisTitle:
    Vice President  S-1 (Borrower)




---



##### 



MARYLAND LOAN GUARANTOR:
ABP MD (BALTIMORE) LLCBy:
    /s/ David MorrisName:
    David MorrisTitle:
    Vice President   S-2 (Borrower)




---



##### 



LENDER:
GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation, on
behalf of the holders of the NotesBy:
    /s/ Todd O. SammannName:
    Todd O. SammannTitle:
    Vice PresidentBy:
    /s/ Thomas R. TraynorName:
    Thomas R. TraynorTitle:
    Vice President  S-1 (Lender)




---



##### 



EXHIBIT A   TITLE INSURANCE REQUIREMENTS, ENDORSEMENTS  AND AFFIRMATIVE COVERAGES
 General
 Title Insurer
 Title Agent
 Primary Title Insurance Requirements
 Amount of Coverage
 Effective Date
 Insured
 Legal Description
 Policy Form
  A-1




---



##### 



Extended Coverage Requirements
     Required Endorsements
 
    
    Extended Coverage.
 
    
    Restrictions, Encroachments, Minerals Endorsement ALTA Form 9 or equivalent. (If
not available, the Title Policy must insure by way of affirmative coverage statements
that there are no encroachments by any of the improvements onto easements, rights of
way or other exceptions to streets or adjacent property, or insure against loss or
damage resulting therefrom.)
 
    
    Deletion of Creditors Rights Exclusion Endorsement.
 
    
    Environmental Protection Lien Endorsement. (The Title Policy may make an exception
only for specific state statutes that provide for potential subsequent liens that
could take priority over the lien securing the Loan.)
 
    
    Direct Access to Public Road Endorsement;
 
    
    Usury Endorsement.
 
    
    Land Same As Survey/Legal Description Endorsement.
  A-2




---



##### 




    
    Zoning 3.1 Endorsement (including parking).
 
    
    Subdivision Endorsement.
 
    
    Doing Business Endorsement.
 
    
    Deletion of Arbitration Endorsement.
 
    
    Separate Tax Lot Endorsement.
 
    
    Street Address Endorsement
 
    
    Contiguity Endorsement.
 
    
    Variable Rate Endorsement.
 
    
    Mortgage Recording Tax Endorsement.
 
    
    REA Endorsement.
 
    
    Any of the following endorsements customary in the state in which the Property is
located or as required by the nature of the transaction:
 
  A-3




---



##### 



EXHIBIT B    SURVEY REQUIREMENTS
  
 
 
 
 
 
 
 
 
 
  e.g.
 
  B-1




---



##### 




 
 
 
    
    railroad tracks and sidings;
 
    
    manholes, catch basins, valve vaults or other surface indications
of subterranean uses;
 
    
    wire and cables (including their function) crossing the surveyed
premises, all poles on or within ten feet of the surveyed premises,
and the dimensions of all crosswires or overhangs affecting the
surveyed premises; and
 
    
    utility company installations on the surveyed premises.
 
  
     B-2




---



##### 



B-3




---



##### 



, Licensed Surveyor
 
  B-4




---



##### 



EXHIBIT C   SINGLE PURPOSE ENTITY PROVISIONS
  CORPORATION
  Purpose
 The corporations purpose should be limited to owning and operating the mortgaged
property (or interests in the Borrower).
  Property
  
 Certain Prohibited Activities
 The corporation shall be prohibited, except in certain circumstances, from engaging in
certain activities, including various types of insolvency proceedings, dissolution,
liquidation, consolidation, merger, sale of all or substantially all of the corporations
assets, transfer of ownership assets, incurrence of additional debt and amendment of the
corporations articles of incorporation.
  C-1




---



##### 



Indemnification
 Indemnification of a corporations directors and officers should be fully subordinated
to obligations respecting the Property.
   C-2




---



##### 



Separateness Covenants
 In order to demonstrate that it is a bankruptcy remote entity not at risk of having
its assets substantively consolidated with those of another entity, the corporation must
observe certain covenants designed to make evident the special purpose entitys
separateness from its affiliates.
    Independent Director control
      C-3




---



##### 



affiliate controlling controlled
 parent
 person
  C-4




---



##### 



LIMITED PARTNERSHIP
  Limited Partnership Agreement
 Purpose
 The limited partnerships purpose should be limited to owning and operating the
mortgaged property.
  Property
  
 Certain Prohibited Activities
 The partnership shall be prohibited, except in certain circumstances, from engaging in
certain activities, including various types of insolvency proceedings, dissolution,
liquidation, consolidation, merger, sale of all or substantially all of the partnerships
assets, transfer of partnership interests, incurrence of additional debt and amendment of
the partnership agreement.
  C-5




---



##### 



Indemnification
 Indemnification of a partnerships partners should be fully subordinated to obligations
respecting the Property.
  Separateness Covenants
 In order to demonstrate that it is a bankruptcy remote entity not at risk of having
its assets substantively consolidated with those of another entity, the partnership must
observe certain covenants designed to make evident the special purpose entitys
separateness from its affiliates.
  C-6




---



##### 



C-7




---



##### 



affiliate control controlling controlled
 Independent Director control
 person
 Dissolution
 The limited partnership agreement should provide that the partnership will continue (and
not dissolve) so long as a solvent general partner exists.
  In addition, dissolution of the partnership must not occur so long as the partnership
remains mortgagor of the mortgaged properly.
   C-8




---



##### 



Corporate General Partner
 Purpose
  Partnership   Property
 Certain Prohibited Activities
 The corporation shall be prohibited, except in certain circumstances, from engaging in
or causing the partnership to engage in certain activities, including various types of
insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or
substantially all of the corporations or partnerships assets, transfer of ownership
assets, transfer of partnership interests, incurrence of additional debt, amendment of the
corporations articles of incorporation and amendment of the partnership agreement.
   C-9




---



##### 



Indemnification
 Indemnification of a corporations directors and officers should be fully subordinated to
obligations respecting the Property.
  Separateness Covenants
 In order to demonstrate that it is a bankruptcy remote entity not at risk of having its
assets substantively consolidated with those of another entity, the Corporation must
observe certain covenants designed to make evident the special purpose entitys
separateness from its affiliates.
  C-10




---



##### 



Independent Director control
         C-11




---



##### 



affiliate control controlling controlled
 parent
 person
 LIMITED LIABILITY COMPANY
  Articles of Organization
 Purpose
 The limited liability companys purpose should be limited to owning and operating the
mortgaged property.
  C-12




---



##### 



Property
  
 Certain Prohibited Activities
    C-13




---



##### 



Indemnification
   Separateness Covenants
 In order to demonstrate that it is a bankruptcy remote entity not at risk of having its
assets substantively consolidated with those of another entity, the limited liability
company must observe certain covenants designed to make evident the special purpose
entitys separateness from its affiliates.
     C-14




---



##### 



affiliate control controlling controlled
  C-15




---



##### 



Independent Director control
 person
 Dissolution
 To the extent permitted by tax law the articles of organization should provide that the
vote of a majority-in-interest of the remaining members is sufficient to continue the life
of the limited liability company. If such vote is not obtained, for so long as a mortgage
lien exists on the [Property] [use other term for the real estate if necessary] the limited
liability company may not be permitted to liquidate the [Property] [use other term for the
real estate if necessary] without first obtaining approval of the mortgagee holding a first
mortgage lien on the [Property] [use other term for the real estate if necessary]. Such
holders may continue to exercise all of their rights under the existing security agreements
or mortgages until the debt underlying the mortgage lien has been paid in full or otherwise
completely discharged.
   C-16




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##### 



Voting
 When acting on matters subject to the vote of the members, notwithstanding that the limited
liability company is not then insolvent, the members and the outside member must take into
account the interest of the Limited Liability Companys creditors, as well as those of the
members.
  Outside Corporate Member
 Purpose
 The outside corporate members purpose should be limited to acting as corporate member of
the limited liability company whose purpose, as set forth above, generally should be
limited to owning and operating the mortgaged property.
 Limited Liability Company   Property
 Certain Prohibited Activities
 The corporation shall be prohibited, except in certain circumstances, from engaging in or
causing the limited liability company to engage in certain activities, including various
types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of
all or substantially all of the corporations or the limited liability companys assets,
transfer of ownership assets, transfer of limited liability company interests, incurrence
of additional debt, amendment of the corporations articles of incorporation and amendment
of the articles of organization.
  C-17




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##### 



Indemnification
 Indemnification of a corporations directors and officers should be fully subordinated to
obligations respecting the Property.
   C-18




---



##### 



Separateness Covenants
 In order to demonstrate that it is a bankruptcy remote entity not at risk of having its
assets substantively consolidated with those of another entity, the corporation must
observe certain covenants designed to make evident the special purpose entitys
separateness from its affiliates.
         C-19




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##### 



affiliate control controlling controlled
 parent
 person
  C-20




---



##### 



Voting
 When voting on matters concerning the limited liability company, notwithstanding that the
limited liability company is not then insolvent, the Corporation must take into account the
interest of the Limited Liability Companys creditors, as well as those of its members.
  OTHER STRUCTURES
 Exhibit C
  C-21




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##### 



EXHIBIT D   ENFORCEABILITY OPINION REQUIREMENTS
 1.
    
    The Opinion shall be delivered on the Closing Date and shall satisfy all applicable
requirements of the Rating Agencies in relation thereto.
 2.
    
    The Opinion shall be given by a professional law firm selected by Borrower and reasonably
acceptable to Lender.
 3.
    
    The Opinion shall be in form and substance acceptable to Lender and shall be given in
relation to Borrower, Guarantor, Manager and any other relevant party to the Loan (each a
Loan Party). Depending on the nature of the transaction, the Opinion shall address
the applicable law of the State of New York, the State where the Property is located and each
State where any Loan Party is organized (collectively, the Relevant States). To the
extent that the Property is located in a jurisdiction outside of the State of New York and/or
any Loan Party is organized under a jurisdiction outside the States of New York or Delaware,
the appropriate opinions below should be given by local counsel. The Opinion shall be given
on the basis of an examination of an executed original of each completed Loan Document in
addition to such other documents or instruments counsel deems relevant.
 4.
    
    The Opinion shall contain the following opinions:
 I.
    
    Opinions with respect to the law of the State of Formation or Organization of the Loan
Parties
 (a)
    
    Each Loan Party is a [Describe Legal Form] duly organized, validly existing
and in good standing under the laws of the State of [State of Organization] and is
authorized to do business and in good standing in the State of [State of
Organization].
 (b)
    
    Each Loan Party has the requisite power to own its properties and to carry on
its business as now being conducted and to enter into the transactions covered by the
Loan Documents.
 (c)
    
    The execution and delivery by each Loan Party of each Loan Document to which
it is a party has been duly authorized by all necessary partnership, company and/or
corporate action, as applicable. To the extent a party thereto, the Loan Documents
have been duly executed and delivered by each Loan Party.
 (d)
    
    The execution, delivery and performance by each Loan Party of the Loan
Documents to which it is a party does not:
 (i)
    
    conflict with or result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, the partnership
agreement, partnership certificate, articles of incorporation, by-laws,
trust agreement or trust certificate, as applicable, of such Loan Party;
  D-1




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##### 



(ii)
    
    contravene any law, statute or regulation of the United
States of America or the [State of Organization] or any agency or political
subdivision of either thereof;
 (iii)
    
    violate any order, writ, injunction, or decree of which,
after due inquiry, counsel has actual knowledge, issued by any court or
governmental authority of the United States of America or the [State of
Organization] or any agency or political subdivision of either thereof to
which such Loan Party is subject; or
 (iv)
    
    conflict with or result in any breach of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien other than the
lien of the Loan Documents upon any of the assets or properties of such Loan
Party pursuant to the terms of any material indenture, mortgage, deed of
trust, agreement, contract or instrument to which such Loan Party is a party
or by which it or any of its assets or properties is bound.
 (e)
    
    No order, consent, approval, license or authorization of, or filing,
recording or registration with, any governmental or public body or authority of the
United States of America or the State of [Relevant State] or any agency or political
subdivision of either thereof is required in connection with the execution and
delivery of any of the Loan Documents, the validity, binding effect or enforceability
of any of the Loan Documents or the consummation of the transactions contemplated
thereby.
 (f)
    
    There are no actions, suits or proceedings by or before any court,
governmental or regulatory authority or agency of which, after due inquiry, we have
actual knowledge pending or threatened against or affecting any Loan Party or
Borrowers rights with respect to the Property wherein an adverse ruling or decision,
individually or collectively with other such actions, suits or proceedings, is
reasonably likely (i) to affect materially and adversely the ability of any Loan Party
to consummate the transactions contemplated by the Loan Documents or to perform its
obligations under any of the Loan Documents, or (ii) to result in a challenge to the
legality, validity, binding effect or enforceability of any of the Loan Documents.
 (g)
    
    To the extent the State of [State of Organization] UCC is applicable to the
authorization of the Financing Statement, pursuant to the provisions of the Loan
Agreement and the Security Instrument, Borrower has authorized the
filing of the Financing Statement for purposes of Section 9-509 of the State of
[State of Organization] UCC.
  D-2




---



##### 



(h)
    
    To the extent the State of [State of Organization] UCC is applicable, the
financing Statement includes not only all of the types of information required by
Section 9-502(a) of the State of [State of Organization] UCC but also the types of
information without which the Filing Office may refuse to accept the Financing
Statement pursuant to Section 9-516 of the State of [State of Organization] UCC.
 (i)
    
    To the extent the State of [State of Organization] UCC is applicable, the
security interest of the Secured Party will be perfected in Borrowers rights in all
UCC Collateral upon the later of the attachment of the security interest and the
filing of the Financing Statement in the Filing Office; provided, however, we express
no opinion with respect to (i) money, (ii) deposit accounts, (iii) letter of credit
rights, (iv) goods covered by a certificate of title statute, (v) as-extracted
collateral, timber to be cut, or (vi) any property subject to a statute, regulation or
treaty of the United States whose requirements for a security interests obtaining
priority over the rights of a lien creditor with respect to the property preempt
Section 9-310(a) of the State of [State of Organization]. UCC Collateral means the
portion of the Property (as defined in the Security Instrument), the Rate Cap
Collateral, the Account Collateral (as defined in the Loan Agreement) and the
Collateral Accounts (as defined in the Account Agreement) to the extent the UCC
governs a security interest in such collateral.
 (j)
    
    You have asked whether Borrower is a registered organization as such term
is defined in Section 9-102(a)(70) of the State of [State of Organization] UCC.
Pursuant to Section 9-102(a)(70) of the State of [State of Organization] UCC, a
registered organization must be (i) organized solely under the laws of a single
State (or the United States) and (ii) the State (or the United States) must maintain a
public record showing the organization to have been organized.
 II.
    
    Opinions with respect to New York Law
 (a)
    
    To the extent governed by New York law and to the extent a party thereto, the
Loan Documents are the legal, valid and binding obligations of each Loan Party,
enforceable against such Loan Party in accordance with their terms.
  D-3




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(b)
    
    The execution, delivery and performance by each Loan Party of the Loan
Documents to which it is a party does not:
 (i)
    
    contravene any law, statute or regulation of the United
States of America or the State of New York or any agency or political
subdivision of either thereof;
 (ii)
    
    violate any order, writ, injunction, or decree of which,
after due inquiry, counsel has actual knowledge, issued by any court or
governmental authority of the United States of America or the State of New
York or any agency or political subdivision of either thereof to which such
Loan Party is subject; or
 (iii)
    
    conflict with or result in any breach of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien other than the
lien of the Loan Documents upon any of the assets or properties of such Loan
Party pursuant to the terms of any material indenture, mortgage, deed of
trust, agreement, contract or instrument to which such Loan Party is a party
or by which it or any of its assets or properties is bound.
 (c)
    
    No order, consent, approval, license or authorization of, or filing,
recording or registration with, any governmental or public body or authority of the
United States of America or the State of New York or any agency or political
subdivision of either thereof is required in connection with the execution and
delivery of any of the Loan Documents, the validity, binding effect or enforceability
of any of the Loan Documents or the consummation of the transactions contemplated
thereby.
 (d)
    
    There are no actions, suits or proceedings by or before any court,
governmental or regulatory authority or agency of which, after due inquiry, we have
actual knowledge pending or threatened against or affecting any Loan Party or
Borrowers rights with respect to the Property wherein an adverse ruling or decision,
individually or collectively with other such actions, suits or proceedings, is
reasonably likely (i) to affect materially and adversely the ability of any Loan Party
to consummate the transactions contemplated by the Loan Documents or to perform its
obligations under any of the Loan Documents, or (ii) to result in a challenge to the
legality, validity, binding effect or enforceability of any of the Loan Documents.
 (e)
    
    The payment by Borrower and receipt by Lender of all principal and interest
will not violate the usury laws of the State of New York or otherwise constitute
unlawful interest.
 (f)
    
    The provisions of the Loan Agreement and the Security Instrument are
effective to create, in favor of Lender to secure the obligations purported to be
secured thereby, a valid security interest in Borrowers rights in the UCC Collateral.
  D-4




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##### 



(g)
    
    Under New York UCC, the provisions of the Account Agreement are effective to
perfect the security interest of Lender in Borrowers rights in the Collateral
Accounts (as defined in the Account Agreement).
 III.
    
    Opinions with respect to the law of States in which the Property is located
 (a)
    
    Each Loan Party is authorized to do business and in good standing in the
State of [Relevant State].
 (b)
    
    To the extent governed by the laws of the State of [Relevant States], the
Security Instrument and the Assignment of Leases are the legal, valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their terms.
 (c)
    
    The Security Instrument is in proper form so as to comply with recording
requirements of the State of [Relevant State]. The Security Instrument creates in
favor of Lender valid liens on the portion of the Property that are located in the
State of [Relevant States], securing payment of the Obligations (as defined in the
Security Instrument), and no further action will be required for the valid creation of
such liens. Upon recordation in the office of the [Recording Office] the Security
Instrument will provide constructive notice of the terms thereof and the liens created
thereby to third parties acquiring interests in the portion of the Property that are
located in the State of [Relevant States] subsequent to such recordation.
 (d)
    
    The Assignment of Leases is in proper form so as to comply with the recording
requirements of the State of [Relevant States]. At the time the Assignment of Leases
is delivered to the Recording Office for recording, it will take effect as to all
creditors and subsequent purchasers for a valuable consideration without notice, and
it shall be entitled to priority over any other similar instrument delivered to said
Recording Office for recording after that time, in the absence of actual notice.
 (e)
    
    Pursuant to the provisions of the Security Instrument Borrower has authorized
the filing of the Fixture Financing Statement identifying the Fixture Collateral for
purposes of Section 9-509 of the [Relevant States] UCC. Fixture Collateral means
that portion of the UCC Collateral which consists of fixtures (as defined in Article
9 of the UCC) to the extent the UCC governs a security interest in such collateral.
 (f)
    
    The Fixture Financing Statement includes not only all the types of
information required by Section 9-502(a) and 9-502(b) of the [Relevant States] UCC but
also the types of information without which the Fixture Filing Office may refuse to
accept the Fixture Financing Statement pursuant to Section 9-516 of the State of
[Relevant States] UCC.
  D-5




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##### 



(g)
    
    Under the [Relevant States] UCC, the security interest of the Secured Party
will be perfected in Borrowers rights in any Fixture Collateral
located on the real property described on Schedule 1 to the Fixture Financing
Statement upon the later of the attachment of the security interest and the filing
of the Fixture Financing Statement in the Fixture Filing Office.
 (h)
    
    Borrower has paid all recording tax due in connection with the recording of
the Security Instrument and the Assignment of Leases. No additional deed of trust
recording, intangibles tax, documentary stamp tax or similar taxes or charges, other
than nominal recordation or filing fees, are required to be paid as a condition of the
legality of enforceability of the Security Instrument or the Assignment of Leases.
 (i)
    
    The State of [Relevant States] has no law pursuant to which a lien against
any assets or properties of Borrower (whether real, personal, mixed, tangible or
intangible) superior to the lien created by the Security Instrument could arise as a
result of a violation of environmental laws or regulations of such State. No
environmental law or regulation of the State of [Relevant States] would require any
remedial or removal action or certification of nonapplicability as a condition to the
granting of the Security Instrument, the foreclosure or other enforcement of the Loan
Documents or the sale of any assets or properties of Borrower (whether real, personal,
mixed, tangible or intangible) located in the State of [Relevant States].
 (j)
    
    No order, consent, approval, license or authorization of, or filing,
recording or registration with, any governmental or public body or authority of the
United States of America or the State of [Relevant States] or any agency or political
subdivision of either thereof is required in connection with the execution and
delivery of any of the Loan Documents, the validity, binding effect or enforceability
of any of the Loan Documents or the consummation of the transactions contemplated
thereby.
 (k)
    
    There are no actions, suits or proceedings by or before any court,
governmental or regulatory authority or agency of which, after due inquiry, we have
actual knowledge pending or threatened against or affecting any Loan Party or
Borrowers rights with respect to the Property wherein an adverse ruling or decision,
individually or collectively with other such actions, suits or proceedings, is
reasonably likely (i) to affect materially and adversely the ability of any Loan Party
to consummate the transactions contemplated by the Loan Documents or to perform its
obligations under any of the Loan Documents, or (ii) to result in a challenge to the
legality, validity, binding effect or enforceability of any of the Loan Documents.
  D-6




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##### 



(l)
    
    If the Obligations (as defined in the Security Instrument) were to be
governed by the laws of the State of [Relevant States], the payment by Borrower and
receipt by Lender of all principal and interest will not
violate the usury laws of the State of [Relevant States] or otherwise constitute
unlawful interest.
 (m)
    
    A federal court sitting in the State of [Relevant States] and applying the
conflict of law rules of the State of [Relevant States], and the state courts in the
State of [Relevant States], would give effect to the choice of law provisions
contained in the Loan Documents. If counsel is not able to give this opinion as an
unqualified opinion, an opinion that the Loan Agreement and Note would be enforceable
under the law of the State of [Relevant States] if such law were held to apply will be
required.
 (n)
    
    The operation of any term of the Loan Documents, including, without
limitation, the terms regarding late charges, default interest or prepayment premiums,
or the lawful exercise of any right thereunder, shall not render the Loan Documents
unenforceable, in whole or in part, or subject to any right of rescission, set-off,
counterclaim or defense.
 5.
    
    The Opinion shall be addressed to Lender and its successors and assigns and shall state that
it may be relied upon by (i) any assignee of Lenders interest in the Loan, (ii) any servicer
of the Loan, (iii) any purchaser of the Loan or any portion thereof in any Securitization,
(iv) any Rating Agency involved in a Securitization of the Loan, (v) the issuer of securities
in a Securitization of the Loan, and (vi) any trustee or servicer appointed in connection with
a Securitization of the Loan.
  D-7




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EXHIBIT E   INTENTIONALLY DELETED
  E-1




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EXHIBIT F   INTENTIONALLY DELETED
  F-1




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EXHIBIT G   INTENTIONALLY DELETED
  G-1




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EXHIBIT H   INTENTIONALLY DELETED
  H-1




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EXHIBIT I   INTENTIONALLY DELETED
  I-1




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INTENTIONALLY DELETED
  J-1




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##### 



EXHIBIT K   BORROWER ORGANIZATIONAL STRUCTURE
 
 BLUELINX HOLDINGS INC.
ABP AL (MIDFIELD) LLC
ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARDK) LLC
ABP CO I (DENVER) LLC
ABP CA (RIVERSIDE) LLC
ABP CT (NEWTON) LLC
ABP FL (MIAMI) LLC
ABP FL (LAKE CITY) LLC
ABP FL (TAMPA) LLC
ABP FL (PENSACOLA) LLC
ABP GA (LAWRENCEVILLE) LLC
ABP FL (YULEE) LLC
ABP IL (UNIVERSITY PARK) LLC
ABP IA (DES MOINES) LLC
ABP KY (INDEPENDENCE) LLC
ABP IN (ELKHART) LLC
ABP MA (BELLINGHAM) LLC
ABP LA (SHEVEPORT) LLC
ABP ME (PORTLAND) LLC
ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
ABP MN (MAPLE GROVE) LLC
ABP MN (EAGAN) LLC
ABP MO (KANSAS CITY) LLC
ABP MO (BRIDGETON) LLC
ABP MS (PEARL) LLC
ABP MO (SPRINGFIELD) LLC
ABP NC (CHARLOTTE) LLC
ABP NC (BUTNER) LLC
ABP NJ (DENVILLE) LLC
ABP ND (NORTH FARGO) LLC
ABP NY (YAPHANK) LLC
ABP NM (ALBUQUERQUE) LLC
ABP OK (TULSA) LLC
ABP OH (TALMADGE) LLC
ABP PA (ALLENTOWN) LLC
ABP OR (BEAVERTON) LLC
ABP SC (CHARLESTON) LLC
ABP PA (STANTON) LLC
ABP TN (ERWIN) LLC
ABP SD (SIOUX FALLS) LLC
ABP TN (NASHVILLE) LLC
ABP TN (MEMPHIS) LLC
ABP TX (FORT WORTH) LLC
ABP TX (EL PASO) LLC
ABP TX (HOUSTON) LLC
ABP TX (HARLINGEN) LLC
ABP TX (SAN ANTONIO) LLC
ABP TX (LUBBOCK) LLC
ABP VA (VIRGINIA BEACH) LLC
ABP VA (RICHMOND) LLC
ABP VA (RICHMOND) LLC
ABP VT (SHELBURNE) LLC
ABP WI (WAUSAU) LLC
ABP MD (BALTIMORE) LLC
ABP MD (BALTIMORE) SUBSIDIARY LLC  K-1




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EXHIBIT L   INTENTIONALLY DELETED
  L-1




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##### 



EXHIBIT M
 Loan Agreement Borrower Lender Note
 Schedule 1
  Schedule 1
  M-1




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##### 



Effective Date
    Schedule 1
 
 Schedule 1 Schedule 1
  M-2




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##### 



Schedule 1
 As to the Loan in respect of which an interest is being assigned:Percentage interest assigned:
    
    
    
    %Aggregate outstanding principal amount of the Loan assigned:
    
    $Principal amount of Note payable to Assignee:
    
    $Principal amount of Note payable to Assignor:
    
    $Effective Date (if other than date of acceptance by Lender): __, ______
 [NAME OF ASSIGNOR], as AssignorBy:Name:Title:Dated:  __, ____[NAME OF ASSIGNEE], as AssigneeBy:Name:Title:Dated: , ____
 
 By:Name:Title:
  M-3




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##### 



EXHIBIT N    SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
 
  
 
 County:
    
    [                      ]Section:
    
    [                      ]Block:
    
    [                      ]Lot:
    
    [                      ]Premises:
 
 
 
  N-1




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##### 



Lende
 RECITALS:
 Original Lease  Landlord   Premises Property
 Security Instrument
     N-2




---



##### 



Successor-Landlord
    N-3




---



##### 



N-4




---



##### 



N-5




---



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N-6




---



##### 



N-7




---



##### 



[Signature
    
    Page
    
    Follows]
  N-8




---



##### 



GERMAN AMERICAN CAPITAL CORPORATION,a Maryland corporationBy:Name:Title:By:Name:Title:[TENANT]By:Name:Title:
   
 By:Name:Title:
  N-9




---



##### 



STATE OF NEW YORK
    
    )) ss.COUNTY OF NEW YORK
    
    )
 
 Notary Public
 [Notary Seal]
    
    My commission expires:
 STATE OF NEW YORK
    
    )) ss.COUNTY OF NEW YORK
    
    )
 
 Notary Public
 [Notary Seal]
    
    My commission expires:
  N-10




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##### 



STATE OF NEW YORK
    
    )) ss.COUNTY OF NEW YORK
    
    )
 
 Notary Public
 [Notary Seal]
    
    My commission expires:
 STATE OF NEW YORK
    
    )) ss.COUNTY OF NEW YORK
    
    )
 
 Notary Public
 [Notary Seal]
    
    My commission expires:
  N-11




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Legal Description of Property
  N-12




---



##### 



EXHIBIT O
  O-1




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##### 



EXHIBIT P   FORM OF MASTER LEASE RENT PAYMENT DIRECTION LETTER
  
 
 Re:
    
    [Master Lease Agreement] between [Borrower] (Borrower), as lessor,
and BlueLinx Corporation, a Delaware corporation, as lessee, dated [], 2006
  Master Lease Loan Lender
  Bank:
    
    []Account Name:
    
    []Account No.:
    
    []ABA No.:
    
    []
  P-1




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##### 



cc:
    
    German American Capital Corporation60 Wall Street, 10th FloorNew York, New York 10005Attention: Todd Sammann
  P-2




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##### 



EXHIBIT Q   INTENTIONALLY DELETED
  Q-1




---



##### 



EXHIBIT R   INTENTIONALLY DELETED
  R-1




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##### 



EXHIBIT S   INTENTIONALLY DELETED
  S-1




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EXHIBIT T   CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR *
 
 Company
 Independent Managers Independent Members
   
 *
    
    Following are contacts for independent
directors/managers/members appinted by borrowers on prior transaction:CT Corporation System
Attention: Corporate Staffing Division
The Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Attention: Domenic Borriello
Telephone: (302) 777-0240Mark A. Ferrucci (no longer employed by CT Corporation System)
212 Mangum Drive
Bear, DE 19701
(302) 836-9162 (telephone)
(302) 8376-836-9182 (fax)  T-1




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##### 



Print Name:
  T-2




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##### 



ALLOCATION LOAN AMOUNTS
 Blue Linx Portfolio
Loan Allocations
 AllocatedLoan %As-Is
    
    
    
    
    
    
    ofNo.
    
    
    Name
    
    Gross Revenue
    
    
    As-Stabilized U/W
    
    
    DSCR
    
    
    Appraised Value
    
    
    Allocated Loan
    
    
    Value
    
    
    UW CapRiverside
    
    $
    366,301
    
    
    $
    322,345
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    4,116,143
    
    
    
    ***
    
    
    
    ***Charlotte
    
    $
    262,570
    
    
    $
    231,062
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    2,950,512
    
    
    
    ***
    
    
    
    ***Bridgeton
    
    $
    577,500
    
    
    $
    508,200
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    6,489,396
    
    
    
    ***
    
    
    
    ***Denver
    
    $
    395,640
    
    
    $
    348,163
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    4,445,826
    
    
    
    ***
    
    
    
    ***La Puente
    
    $
    733,433
    
    
    $
    645,421
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    8,241,623
    
    
    
    ***
    
    
    
    ***Lawrenceville (Corp. HQ)
    
    $
    1,400,000
    
    
    $
    1,232,000
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    15,731,870
    
    
    
    ***
    
    
    
    ***National City
    
    $
    669,600
    
    
    $
    589,248
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    7,524,329
    
    
    
    ***
    
    
    
    ***Ft. Worth
    
    $
    817,347
    
    
    $
    719,265
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    9,184,569
    
    
    
    ***
    
    
    
    ***Frederick
    
    $
    2,847,500
    
    
    $
    2,505,800
    
    
    
    1.30
    
    
    
    ***
    
    
    $
    29,536,153
    
    
    
    ***
    
    
    
    ***Nashville
    
    $
    277,750
    
    
    $
    244,420
    
    
    
    1.25
    
    
    
    ***
    
    
    $
    2,996,247
    
    
    
    ***
    
    
    
    ***Ypsilanti
    
    $
    740,684
    
    
    $
    651,802
    
    
    
    1.25
    
    
    
    ***
    
    
    $
    7,990,179
    
    
    
    ***
    
    
    
    ***Memphis
    
    $
    220,943
    
    
    $
    194,430
    
    
    
    1.25
    
    
    
    ***
    
    
    $
    2,383,438
    
    
    
    ***
    
    
    
    ***Pensacola
    
    $
    323,532
    
    
    $
    284,708
    
    
    
    1.25
    
    
    
    ***
    
    
    $
    3,490,123
    
    
    
    ***
    
    
    
    ***Pearl
    
    $
    92,625
    
    
    $
    81,510
    
    
    
    1.15
    
    
    
    ***
    
    
    $
    948,000
    
    
    
    ***
    
    
    
    ***Woodinville
    
    $
    444,820
    
    
    $
    391,442
    
    
    
    1.15
    
    
    
    ***
    
    
    $
    4,542,500
    
    
    
    ***
    
    
    
    ***Butner
    
    $
    1,004,120
    
    
    $
    883,626
    
    
    
    1.16
    
    
    
    ***
    
    
    $
    10,230,500
    
    
    
    ***
    
    
    
    ***Albuquerque
    
    $
    261,720
    
    
    $
    230,314
    
    
    
    1.18
    
    
    
    ***
    
    
    $
    2,607,000
    
    
    
    ***
    
    
    
    ***Des Moines
    
    $
    153,192
    
    
    $
    134,809
    
    
    
    1.18
    
    
    
    ***
    
    
    $
    1,524,700
    
    
    
    ***
    
    
    
    ***Miami
    
    $
    437,189
    
    
    $
    384,726
    
    
    
    1.18
    
    
    
    ***
    
    
    $
    4,345,000
    
    
    
    ***
    
    
    
    ***Beaverton
    
    $
    578,424
    
    
    $
    509,013
    
    
    
    1.17
    
    
    
    ***
    
    
    $
    5,800,000
    
    
    
    ***
    
    
    
    ***Newark
    
    $
    1,039,360
    
    
    $
    914,637
    
    
    
    1.19
    
    
    
    ***
    
    
    $
    10,270,000
    
    
    
    ***
    
    
    
    ***Independence
    
    $
    656,568
    
    
    $
    577,780
    
    
    
    1.18
    
    
    
    ***
    
    
    $
    6,560,000
    
    
    
    ***
    
    
    
    ***New Stanton
    
    $
    267,015
    
    
    $
    234,973
    
    
    
    1.19
    
    
    
    ***
    
    
    $
    2,640,000
    
    
    
    ***
    
    
    
    ***Portland
    
    $
    246,611
    
    
    $
    217,018
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    2,424,000
    
    
    
    ***
    
    
    
    ***Englewood (OFFICE)  SE
Denver
    
    $
    687,210
    
    
    $
    604,745
    
    
    
    1.20
    
    
    
    ***
    
    
    $
    6,720,000
    
    
    
    ***
    
    
    
    ***San Antonio
    
    $
    285,693
    
    
    $
    251,410
    
    
    
    1.21
    
    
    
    ***
    
    
    $
    2,784,000
    
    
    
    ***
    
    
    
    ***N. Kansas City
    
    $
    586,708
    
    
    $
    516,303
    
    
    
    1.21
    
    
    
    ***
    
    
    $
    5,704,000
    
    
    
    ***
    
    
    
    ***Erwin
    
    $
    382,673
    
    
    $
    336,752
    
    
    
    1.21
    
    
    
    ***
    
    
    $
    3,720,000
    
    
    
    ***
    
    
    
    ***
   I-1




---



##### 



AllocatedLoan %As-Is
    
    
    
    
    
    
    ofNo.
    
    
    Name
    
    Gross Revenue
    
    
    As-Stabilized U/W
    
    
    DSCR
    
    
    Appraised Value
    
    
    Allocated Loan
    
    
    Value
    
    
    UW CapBellingham
    
    $
    2,242,500
    
    
    $
    1,973,400
    
    
    
    1.21
    
    
    
    ***
    

    
    $
    21,744,000
    
    
    
    ***
    

    
    
    ***Yulee
    
    $
    1,388,400
    
    
    $
    1,221,792
    
    
    
    1.22
    
    
    
    ***
    

    
    $
    13,440,000
    
    
    
    ***
    

    
    
    ***Yaphank
    
    $
    266,409
    
    
    $
    234,440
    
    
    
    1.22
    
    
    
    ***
    

    
    $
    2,560,000
    
    
    
    ***
    

    
    
    ***Tampa
    
    $
    571,473
    
    
    $
    502,896
    
    
    
    1.24
    
    
    
    ***
    

    
    $
    5,440,000
    
    
    
    ***
    

    
    
    ***Charleston
    
    $
    143,297
    
    
    $
    126,101
    
    
    
    1.24
    
    
    
    ***
    

    
    $
    1,360,000
    
    
    
    ***
    

    
    
    ***Little Rock
    
    $
    230,750
    
    
    $
    203,060
    
    
    
    1.25
    
    
    
    ***
    

    
    $
    2,176,000
    
    
    
    ***
    

    
    
    ***Newtown
    
    $
    322,500
    
    
    $
    283,800
    
    
    
    1.25
    
    
    
    ***
    

    
    $
    3,040,000
    
    
    
    ***
    

    
    
    ***Lake City
    
    $
    238,561
    
    
    $
    209,934
    
    
    
    1.25
    
    
    
    ***
    

    
    $
    2,240,000
    
    
    
    ***
    

    
    
    ***Allentown
    
    $
    311,250
    
    
    $
    273,900
    
    
    
    1.26
    
    
    
    ***
    

    
    $
    2,900,000
    
    
    
    ***
    

    
    
    ***Tallmadge
    
    $
    231,000
    
    
    $
    203,280
    
    
    
    1.32
    
    
    
    ***
    

    
    $
    2,060,000
    
    
    
    ***
    

    
    
    ***Virginia Beach
    
    $
    240,090
    
    
    $
    211,279
    
    
    
    1.33
    
    
    
    ***
    

    
    $
    2,128,000
    
    
    
    ***
    

    
    
    ***Denville
    
    $
    551,469
    
    
    $
    485,293
    
    
    
    1.35
    
    
    
    ***
    

    
    $
    4,800,000
    
    
    
    ***
    

    
    
    ***Wausau
    
    $
    151,590
    
    
    $
    133,399
    
    
    
    1.36
    
    
    
    ***
    

    
    $
    1,312,000
    
    
    
    ***
    

    
    
    ***Tulsa
    
    $
    358,750
    
    
    $
    315,700
    
    
    
    1.36
    
    
    
    ***
    

    
    $
    3,104,000
    
    
    
    ***
    

    
    
    ***Lubbock
    
    $
    143,442
    
    
    $
    126,229
    
    
    
    1.36
    
    
    
    ***
    

    
    $
    1,240,000
    
    
    
    ***
    

    
    
    ***Sioux Falls
    
    $
    201,015
    
    
    $
    176,893
    
    
    
    1.38
    
    
    
    ***
    

    
    $
    1,720,000
    
    
    
    ***
    

    
    
    ***Houston
    
    $
    473,475
    
    
    $
    416,658
    
    
    
    1.38
    
    
    
    ***
    

    
    $
    4,041,900
    
    
    
    ***
    

    
    
    ***Shreveport
    
    $
    264,200
    
    
    $
    232,496
    
    
    
    1.38
    
    
    
    ***
    

    
    $
    2,251,800
    
    
    
    ***
    

    
    
    ***Harlingen
    
    $
    174,200
    
    
    $
    153,296
    
    
    
    1.38
    
    
    
    ***
    

    
    $
    1,482,300
    
    
    
    ***
    

    
    
    ***El Paso
    
    $
    180,125
    
    
    $
    158,510
    
    
    
    1.38
    
    
    
    ***
    

    
    $
    1,530,900
    
    
    
    ***
    

    
    
    ***Grand Rapids
    
    $
    160,529
    
    
    $
    141,266
    
    
    
    1.39
    
    
    
    ***
    

    
    $
    1,360,800
    
    
    
    ***
    

    
    
    ***Fargo
    
    $
    272,619
    
    
    $
    239,905
    
    
    
    1.41
    
    
    
    ***
    

    
    $
    2,280,000
    
    
    
    ***
    

    
    
    ***Maple Grove
    
    $
    431,052
    
    
    $
    379,326
    
    
    
    1.41
    
    
    
    ***
    

    
    $
    3,600,000
    
    
    
    ***
    

    
    
    ***University Park
    
    $
    1,909,500
    
    
    $
    1,680,360
    
    
    
    1.41
    
    
    
    ***
    

    
    $
    15,936,000
    
    
    
    ***
    

    
    
    ***Midfield
    
    $
    371,250
    
    
    $
    326,700
    
    
    
    1.42
    
    
    
    ***
    

    
    $
    3,080,000
    
    
    
    ***
    

    
    
    ***Shelburne
    
    $
    280,125
    
    
    $
    246,510
    
    
    
    1.40
    
    
    
    ***
    

    
    $
    2,361,600
    
    
    
    ***
    

    
    
    ***Springfield
    
    $
    221,405
    
    
    $
    194,836
    
    
    
    1.40
    
    
    
    ***
    

    
    $
    1,861,400
    
    
    
    ***
    

    
    
    ***Elkhart
    
    $
    411,750
    
    
    $
    362,340
    
    
    
    1.40
    
    
    
    ***
    

    
    $
    3,460,400
    
    
    
    ***
    

    
    
    ***St. Paul (Eagan)
    
    $
    237,096
    
    
    $
    208,644
    
    
    
    1.44
    
    
    
    ***
    

    
    $
    1,944,000
    
    
    
    ***
    

    
    
    ***Richmond
    
    $
    335,960
    
    
    $
    295,645
    
    
    
    1.50
    
    
    
    ***
    

    
    $
    2,644,792
    
    
    
    ***
    

    
    
    ***Total
    
    $
    30,072,510
    
    
    $
    26,463,809
    
    
    
    1.21
    
    
    
    ***
    

    
    $
    295,000,000
    
    
    
    ***
    

    
    
    ***$
    295,000,000$
    (0
    )
 ***
    
    Portions hereof have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2
of the Exchange Act.  I-2




---



##### 



GEOGRAPHIC QUADRANTS
 Address
    
    Location Name
    
    State
    
    Country
    
    Zip Code
    
    Region306
    
    4300 GEORGIA-PACIFIC BLVD
    
    FREDERICK (Baltimore),
    
    MD
    
    USA
    
    21704
    
    
    1303
    
    419 Maple Street
    
    BELLINGHAM (Worcester),
    
    MA
    
    USA
    
    02019
    
    
    1307
    
    LUGER ROAD
    
    DENVILLE,
    
    NJ
    
    USA
    
    07834
    
    
    1899
    
    210 South Main Street
    
    NEWTOWN,
    
    CT
    
    USA
    
    06470
    
    
    1310
    
    DABNEY & BETHLEHAM
    
    RICHMOND,
    
    VA
    
    USA
    
    23230
    
    
    1305
    
    508 Warrant Ave
    
    PORTLAND,
    
    ME
    
    USA
    
    04104
    
    
    1308
    
    YAPHANK AV & PARK ST, YAPHANK
    
    LONG ISLAND (Yaphank),
    
    NY
    
    USA
    
    11980
    
    
    1566
    
    6980 SNOWDRIFT RD N.
    
    ALLENTOWN,
    
    PA
    
    USA
    
    18106
    
    
    1311
    
    200 PRICE STREET, VIRGINIA BEACH
    
    NORFOLK (Virginia Beach),
    
    VA
    
    USA
    
    23462
    
    
    1304
    
    Pine Haven Shore Road
    
    BURLINGTON,
    
    VT
    
    USA
    
    
    
    
    1300
    
    HUNKER RD & RT. 119, NEW STANTON
    
    PITTSBURG (New Stanton)
    
    PA
    
    USA
    
    15672
    
    
    1580
    
    591 Gene Lasserre Blvd, Yulee
    
    JACKSONVILLE (Yulee),
    
    FL
    
    USA
    
    32097
    
    
    2606
    
    200 HOSEA ROAD
    
    LAWRENCEVILLE,
    
    GA
    
    USA
    
    30248
    
    
    2309
    
    1712 D Street, Butner
    
    RALEIGH (Butner),
    
    NC
    
    USA
    
    27509
    
    
    2626
    
    1040 S INDUSTRIAL BLVD
    
    ERWIN (Bristol),
    
    TN
    
    USA
    
    37650
    
    
    2607
    
    1523 Industrial Blvd
    
    MIDFIELD (Birmingham)
    
    AL
    
    USA
    
    35228
    
    
    2582
    
    815 So 56th Street
    
    TAMPA,
    
    FL
    
    USA
    
    33675
    
    
    2584
    
    3201 NW 110TH ST
    
    MIAMI
    
    FL
    
    USA
    
    33168
    
    
    2336
    
    1820 BELLAMAH AVE NW
    
    ALBUQUERQUE,
    
    NM
    
    USA
    
    87104
    
    
    2581
    
    4601 McCoy Drive
    
    PENSACOLA
    
    FL
    
    USA
    
    32513
    
    
    2829
    
    Price Creek Road & Hwy 100
    
    LAKE CITY,
    
    FL
    
    USA
    
    32025
    
    
    2632
    
    4287 PILOT DRIVE
    
    MEMPHIS,
    
    TN
    
    USA
    
    38130
    
    
    2647
    
    331 28TH AVE NORTH
    
    NASHVILLE,
    
    TN
    
    USA
    
    37202
    
    
    2786
    
    330 Parkside Drive
    
    CHARLOTTE,
    
    NC
    
    USA
    
    28266
    
    
    2330
    
    2801 Valley View Drive
    
    SHREVEPORT,
    
    LA
    
    USA
    
    71108
    
    
    2583
    
    4290 ATLANTA STREET
    
    CHARLESTON
    
    SC
    
    USA
    
    29418
    
    
    2592
    
    555 GULF LINE ROAD, PEARL
    
    JACKSON (Pearl),
    
    MS
    
    USA
    
    39288
    
    
    2585
    
    3101 Dugan Street
    
    LITTLE ROCK
    
    AR
    
    USA
    
    72216
    
    
    2312
    
    2101 Dralle Road, University Park
    
    UNIVERSITY PARK (Chicago)
    
    IL
    
    USA
    
    60466
    
    
    3315
    
    13860 Corp Woods Tr.
    
    ST. LOUIS (Bridgeton),
    
    MO
    
    USA
    
    63044
    
    
    3313
    
    10347 Toebben Drive
    
    CINCINNATI (Union, KY),
    
    OH
    
    USA
    
    41051
    
    
    3314
    
    6101 McKean, Ypsilanti
    
    DETROIT (Ypsilanti),
    
    MI
    
    USA
    
    48197
    
    
    3317
    
    1727 WARREN STREET, NORTH KANSAS CITY
    
    KANSAS CITY,
    
    MO
    
    USA
    
    64116
    
    
    3642
    
    225 Collins Rd
    
    ELKHART,
    
    IN
    
    USA
    
    46515
    
    
    3319
    
    8175 JEFFERSON HWY, MAPLE GROVE
    
    MINNEAPOLIS (Maple Grove)
    
    MN
    
    USA
    
    55369
    
    
    3329
    
    5717 North Mingo
    
    TULSA,
    
    OK
    
    USA
    
    74117
    
    
    3323
    
    4501 N 4TH AVENUE
    
    SIOUX FALLS,
    
    SD
    
    USA
    
    57104
    
    
    3322
    
    3941 15th Ave, North
    
    FARGO,
    
    ND
    
    USA
    
    58105
    
    
    3316
    
    825 Buchanan Ave SW
    
    GRAND RAPIDS
    
    MI
    
    USA
    
    49501
    
    
    3320
    
    5631 NE 17th
    
    DES MOINES,
    
    IA
    
    USA
    
    50316
    
    
    3321
    
    2871 West Service Rd.
    
    ST. PAUL (Eagan),
    
    MN
    
    USA
    
    55121
    
    
    3563
    
    809 South 62nd Avenue
    
    WAUSAU,
    
    WI
    
    USA
    
    54401
    
    
    3302
    
    550 MUNROE FALLS RD OFF GILCHR
    
    AKRON (Tallmadge),
    
    OH
    
    USA
    
    44278
    
    
    3318
    
    3220 E. Cherry Street
    
    SPRINGFIELD,
    
    MO
    
    USA
    
    65808
    
    
    3337
    
    38811 Cherry St.
    
    FREMONT (Newark),
    
    CA
    
    USA
    
    94560
    
    
    4485
    
    14750 Nelson Avenue
    
    LOS ANGELES (City of Industry)
    
    CA
    
    USA
    
    91749
    
    
    4743
    
    360 INVERNESS DR SO, ENGLEWOOD
    
    DENVER (Englewood)
    
    CO
    
    USA
    
    80111
    
    
    4392
    
    901 W 24th Street
    
    SAN DIEGO
    
    CA
    
    USA
    
    91951
    
    
    4395
    
    12815 NE 178th Street
    
    SEATTLE,
    
    WA
    
    USA
    
    98072
    
    
    4333
    
    3900 Uvalda Street
    
    DENVER,
    
    CO
    
    USA
    
    80239
    
    
    4339
    
    1450 Citrus Avenue
    
    RIVERSIDE,
    
    CA
    
    USA
    
    92507
    
    
    4393
    
    10515 SW ALLEN BLVD, BEAVERTON
    
    PORTLAND (Beaverton),
    
    OR
    
    USA
    
    97005
    
    
    4325
    
    4747 MARK IV PKWY
    
    FORTH WORTH,
    
    TX
    
    USA
    
    76106
    
    
    4326
    
    650 GELLHORN DRIVE
    
    HOUSTON
    
    TX
    
    USA
    
    77229
    
    
    4334
    
    6990 Market Street
    
    EL PASO,
    
    TX
    
    USA
    
    79915
    
    
    4324
    
    I/4 Mi. West Wilson Road
    
    HARLINGEN
    
    TX
    
    USA
    
    78550
    
    
    4328
    
    535 N WW WHITE RD
    
    SAN ANTONIO
    
    TX
    
    USA
    
    78219
    
    
    4327
    
    702 East 44th Street
    
    LUBBOCK
    
    TX
    
    USA
    
    79404
    
    
    4
  II-1




---



##### 



IMMEDIATE REPAIRS AND REMEDIATION
 BRIEF DESCRIPTION OF ANY IMMEDIATE,Total
    
    
    Total Short
    
    
    Total
    
    
    Total
    
    
    Uninflated
    
    
    Inflated
    
    
    Weighted
    
    SHORT TERM OR RESERVE COSTSProject
    
    Project
    
    
    
    
    
    Date of
    
    Date of
    
    Immediate
    
    
    Immediate
    
    
    Term
    
    
    Reserve
    
    
    Square
    
    
    Reserves
    
    
    Reserves
    
    
    PML
    
    AND/OR ANY ADDITIONAL ENGINEERINGName
    
    Address
    
    City
    
    State
    
    Report
    
    Inspection
    
    Reserve
    
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    Feet
    
    
    $/SF/Yr
    
    
    $/SF/Yr
    
    
    Value
    
    STUDIES REQUIREDAkron
    
    550 Munroe Falls Rd
    
    Tallmadge
    
    OH
    
    5/18/2006
    
    5/9/2006
    
    
    80,410
    
    
    $
    80,410
    
    
    $
    0
    
    
    $
    49,600
    
    
    
    63,000
    
    
    $
    0.07
    
    
    $
    0.08
    
    
    N/A
    
    Roof replacement ($72,450); parking lot repair ($1,600); repair damaged wall panels on west and south warehouse and east wall of north shed ($6,360)Fargo
    
    3941 15th Avenue
    
    Fargo
    
    ND
    
    5/31/2006
    
    5/22/2006
    
    
    32,250
    
    
    $
    32,250
    
    
    $
    21,400
    
    
    $
    50,200
    
    
    
    83,100
    
    
    $
    0.05
    
    
    $
    0.06
    
    
    N/A
    
    Repair/replace damaged ceiling insulation ($20,000); replace exterior siding on east elevation of office area ($3,250); repair damaged concrete on loading dock near railroad spur ($1,500); repair chain link fence along the perimeter ($7,500)Pittsburgh
    
    Old Route 119 & Hunker Road
    
    New Stanton
    
    PA
    
    6/1/2006
    
    5/11/2006
    
    
    51,788
    
    
    $
    51,788
    
    
    $
    0
    
    
    $
    32,860
    
    
    
    63,154
    
    
    $
    0.04
    
    
    $
    0.05
    
    
    N/A
    
    Replace roof on the eastern portion of warehouse ($51,788)Miami
    
    3201 NW 110th Street
    
    Miami
    
    FL
    
    6/1/2006
    
    5/11/2006
    
    
    74,000
    
    
    $
    74,000
    
    
    $
    0
    
    
    $
    187,250
    
    
    
    103,870
    
    
    $
    0.15
    
    
    $
    0.16
    
    
    N/A
    
    West building roof was damaged during hurricane Wilma (work to be completed under 2006 capital plan) and parking needs repair ($58,000); exterior paint is faded and peeling, repainting required ($16,000)Lake City
    
    694 S.E. County Road 245
    
    Lake City
    
    FL
    
    6/2/2006
    
    5/26/2006
    
    
    45,000
    
    
    $
    45,000
    
    
    $
    0
    
    
    $
    61,092
    
    
    
    106,519
    
    
    $
    0.05
    
    
    $
    0.06
    
    
    N/A
    
    Replace roof on Building No. 2 ($45,000)Charleston
    
    4290 Atlanta Street
    
    North Charleston
    
    SC
    
    6/5/2006
    
    5/22/2006
    
    
    40,000
    
    
    $
    40,000
    
    
    $
    0
    
    
    $
    28,200
    
    
    
    41,580
    
    
    $
    0.06
    
    
    $
    0.07
    
    
    N/A
    
    Install adequate storm drainage
along railroad spur as required by local officials ($25,000); rake/clean expansion joints and install new sealant to prevent more cracking on concrete pavement ($10,000); sawcut areas of failed concrete pavement, remove and install new pavement ($3,750); replace missing gutters and downspouts ($1,250)TOTAL
    
    
    
    
    
    
    
    
    
    
    
    $
    323,448
    
    
    $
    323,448
    
    
    $
    21,400immediate repair escrow (125%)
    
    $
    404,310
  III-1




---



##### 



SUBLEASES
 591 Gene Lasserre Boulevard, Yulee, FL
 a)
    
    First Lease Amendment dated April
 _____, 1999;b)
    
    Second Lease Amendment dated , 1999;c)
    
    Third Lease Amendment dated June 1, 2001;d)
    
    Fourth Lease Amendment dated May 21, 2002;e)
    
    Fifth Lease Amendment dated September 1, 2003; andf)
    
    Sixth Lease Amendment dated June 1, 2004.
 4300 Georgia Pacific Boulevard, Frederick, MD
 a)
    
    First Lease Amendment dated August 1, 1999;b)
    
    Second Lease Amendment dated , 2000;c)
    
    Third Lease Amendment dated June 1, 2001; andd)
    
    Fourth Lease Amendment dated June 1, 2004.
  IV-1




---



##### 



INTENTIONALLY DELETED
  V-1




---



##### 



LITIGATION SCHEDULE
 Wickes Inc. v. Georgia Pacific Distribution Division (BlueLinx)
 In re Oakwood Homes Corp;  OHC Liquidation Trust v. Georgia-Pacific Corporation
 In re Scott Acquisition Corp.; Official Creditors Committee v. BlueLinx Corporation
 BlueLinx Corporation v. Wachovia Bank NA
  VI-1




---



##### 



OUTPARCEL LEGAL DESCRIPTIONS
 Frederick, MD
 
 University Park, IL:
 Maple Grove, MN:
 Woodinville, WA: th
 Independence, KY:
  VII-1




---



##### 



Newtown, CT:
  
  
  
  
   VII-2




---



##### 



Ft Worth, TX:
 1 2
      1 2
  St Louis (Bridgeton), MO: o
  VII-3




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##### 



BORROWER TAXPAYER IDENTIFICATION NUMBERS
 Entity
    
    EIN1.
    
    ABP AL (MIDFIELD) LLC
    
    
    77-06273562.
    
    ABP AR (LITTLE ROCK) LLC
    
    
    77-06273563.
    
    ABP CA (CITY OF INDUSTRY) LLC
    
    
    77-06273564.
    
    ABP CA (NATIONAL CITY) LLC
    
    
    77-06273565.
    
    ABP CA (NEWARK) LLC
    
    
    77-06273566.
    
    ABP CA (RIVERSIDE) LLC
    
    
    77-06273567.
    
    ABP CO I (DENVER) LLC
    
    
    77-06273568.
    
    ABP CO II (DENVER) LLC
    
    
    77-06273569.
    
    ABP CT (NEWTON) LLC
    
    
    36-455387110.
    
    ABP FL (LAKE CITY) LLC
    
    
    77-062735611.
    
    ABP FL (MIAMI) LLC
    
    
    77-062735612.
    
    ABP FL (PENSACOLA) LLC
    
    
    77-062735613.
    
    ABP FL (TAMPA) LLC
    
    
    77-062735614.
    
    ABP FL (YULEE) LLC
    
    
    77-062735615.
    
    ABP GA (LAWRENCEVILLE) LLC
    
    
    77-062735616.
    
    ABP IA (DES MOINES) LLC
    
    
    77-062735617.
    
    ABP IL (UNIVERSITY PARK) LLC
    
    
    77-062735618.
    
    ABP IN (ELKHART) LLC
    
    
    77-062735619.
    
    ABP KY (INDEPENDENCE) LLC
    
    
    77-062735620.
    
    ABP LA (SHREVEPORT) LLC
    
    
    30-024773921.
    
    ABP MA (BELLINGHAM) LLC
    
    
    77-062735622.
    
    ABP MD (BALTIMORE) LLC
    
    
    77-062735623.
    
    ABP ME (PORTLAND) LLC
    
    
    61-147038824.
    
    ABP MI (DETROIT) LLC
    
    
    77-062735625.
    
    ABP MI (GRAND RAPIDS) LLC
    
    
    77-062735626.
    
    ABP MN (EAGAN) LLC
    
    
    77-0627356
  VIII-1




---



##### 



Entity
    
    EIN27.
    
    ABP MN (MAPLE GROVE) LLC
    
    
    77-062735628.
    
    ABP MO (BRIDGETON) LLC
    
    
    77-062735629.
    
    ABP MO (KANSAS CITY) LLC
    
    
    77-062735630.
    
    ABP MO (SPRINGFIELD) LLC
    
    
    77-062735631.
    
    ABP MS (PEARL) LLC
    
    
    77-062735632.
    
    ABP NC (BUTNER) LLC
    
    
    77-062735633.
    
    ABP NC (CHARLOTTE) LLC
    
    
    77-062735634.
    
    ABP ND (NORTH FARGO) LLC
    
    
    77-063493435.
    
    ABP NJ (DENVILLE) LLC
    
    
    77-062735636.
    
    ABP NM (ALBUQUERQUE) LLC
    
    
    77-062735637.
    
    ABP NY (YAPHANK) LLC
    
    
    77-062735638.
    
    ABP OH (TALMADGE) LLC
    
    
    77-062735639.
    
    ABP OK (TULSA) LLC
    
    
    77-062735640.
    
    ABP OR (BEAVERTON) LLC
    
    
    77-062735641.
    
    ABP PA (ALLENTOWN) LLC
    
    
    77-062735642.
    
    ABP PA (STANTON) LLC
    
    
    77-062735643.
    
    ABP SC (CHARLESTON) LLC
    
    
    77-062735644.
    
    ABP SD (SIOUX FALLS) LLC
    
    
    77-062735645.
    
    ABP TN (ERWIN) LLC
    
    
    77-062735646.
    
    ABP TN (MEMPHIS) LLC
    
    
    77-062735647.
    
    ABP TN (NASHVILLE) LLC
    
    
    77-062735648.
    
    ABP TX (EL PASO) LLC
    
    
    77-062735649.
    
    ABP TX (FORT WORTH) LLC
    
    
    77-062735650.
    
    ABP TX (HARLINGEN) LLC
    
    
    77-062735651.
    
    ABP TX (HOUSTON) LLC
    
    
    77-062735652.
    
    ABP TX (LUBBOCK) LLC
    
    
    77-062735653.
    
    ABP TX (SAN ANTONIO) LLC
    
    
    77-062735654.
    
    ABP VA (RICHMOND) LLC
    
    
    77-062735655.
    
    ABP VA (VIRGINIA BEACH) LLC
    
    
    77-062735656.
    
    ABP VT (SHELBURNE) LLC
    
    
    05-060222157.
    
    ABP WA (WOODINVILLE) LLC
    
    
    77-062735658.
    
    ABP WI (WAUSAU) LLC
    
    
    05-060222059.
    
    ABP MD (BALTIMORE) SUBSIDIARY LLC
    
    
    77-0627356
  VIII-2