PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

THIS P URCHASE AND S ALE A GREEMENT , dated as of January 31, 2000 (this “ Agreement ”), is by and among Bank of America, N.A., a national banking association with its principal offices in Charlotte, North Carolina (“ Bank ”); Capital Lease Funding, L.P., a Delaware limited partnership with its principal offices in New York, New York (“ CLF ”); and CLF’s general partners, CLFC HPII Inc. (“ CLFC ”) and CLF Holdings, Inc.

RECITALS

A. In its ordinary course of business, CLF originates certain mortgage loans to certain borrowers.

B. CLF desires to sell certain of these mortgage loans to Bank, and Bank desires to purchase certain of these mortgage loans from CLF, subject to the terms and conditions set forth below.

N OW , T HEREFORE , in consideration of the foregoing recitals, the mutual agreements set forth herein and for additional consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Defined Terms and Rules for Construction . The following provisions shall govern the interpretation of certain terms used in this Agreement:

(a) Defined Terms . Capitalized terms shall have the meanings set forth below:

“Adjusted Book Amount” means: (i) with respect to any Purchased Mortgage Loan, the original Purchase Price for such Pool Asset less any principal payments received by Bank or the Servicer from or on behalf of the applicable Mortgagor; and (ii) with respect to any Confirmed Loan that has become a Pool Asset, the amount loaned by Bank to the Mortgagor, less the Contribution Fee paid by CLF in respect of such Loan, and less any principal payments received by Bank from or on behalf of the applicable Mortgagor. The Adjusted Book Amount for a Loan may never exceed the Purchase Price for such Loan.

“Bank Loans” means Commercial Mortgage Loans, including Construction Perm Loans and Converted Loans, that are originated or made by Bank or any of its affiliates or subsidiaries to Mortgagors.

“Bank Mortgage Loan Documents” means all documents and instruments that would constitute the “Mortgage File” for a Bank Loan or a Bank Originated Mortgage Loan.

“Bank Originated Mortgage Loans” means Bank Loans that CLF has purchased from Bank, either by exercise of the Call Option or pursuant to the

terms of the Contribution Agreement, and that were, but no longer are, Pool Assets.

“Business Day” means any calendar day in which a federally chartered banking association doing business in the State of North Carolina is open for transacting business with the general public.

“Call Option” means the call option to be sold by Bank to CLF, as set forth in the Call Option Agreement.

“Call Option Agreement” means that certain Call Option Agreement, of even date herewith, by and among Bank, as Grantor, CLF, as Buyer, and CLFC, the form of which is attached hereto as Exhibit F .

“Ceiling Conditions” means the following: (a) the Performance Criteria have been and continue to be satisfied; (b) no more than 25% of the total Market Value of all Pool Assets have Mortgaged Properties leased by any single Tenant or by any single Tenant and its affiliates (as such term is defined at 17 C.F.R. § 230.405); (c) no more than 35% of the total Market Value of all Pool Assets have Mortgage Properties leased by one or more Tenants in the same industry group; and (d) CLF has (i) at least $1,000,000 in cash and (ii) equity of at least $20,000,000 or 8% of its assets, on a balance sheet basis and determined as if the sales of Purchased Mortgage Loans were not true sales under the provisions of SFAS 125, whichever is greater.

“CLF Change Event” means the occurrence of a change in the partnership interests of CLF such that either (i) either CLFC or CLF Holdings, Inc. shall no longer be a general partner of CLF or (ii) CLFC shall no longer have full authority to act as CLF’s general partner.

“CLF Management Change Event” means the termination without cause, to which Bank has not consented, which consent shall not be withheld unreasonably, of CLF’s President, General Counsel or Chief Financial Officer.

“Closing Date” means the date on which all of the agreements evidencing the Facility are executed and delivered by the parties hereto.

“Commercial Mortgage Loan” means any loan secured by a Mortgage on Mortgaged Property, which property (i) would be generally characterized as commercial in nature and that is zoned for commercial use, including without limitation an office building, a shopping center, a warehouse, an office/warehouse/showroom combination building, a hotel, a mobile home park or other property intended and zoned for commercial use and (ii) is intended to be leased by a Tenant which has a senior, long- term unsecured debt rating of at least BBB- or Baa3.

“Committed Amounts” means the amounts that Bank has loaned or agreed to loan or advance to Mortgagors in respect of Construction Perm Loans.

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“Confirmation” means a document to be delivered and executed under the terms of the Contribution Agreement, evidencing CLF’s consent to Bank’s making of a Loan, secured by a lien on specified Mortgaged Property, to a specified Mortgagor, substantially similar in form to the one attached hereto as Exhibit A .

“Confirmed Loans” means all Bank Loans that CLF has confirmed as acceptable as Pool Assets under the terms and conditions of the Contribution Agreement.

“Construction Loan” means any Commercial Mortgage Loan that is made to fund the construction of property which would be generally characterized as commercial in nature and that is zoned by the applicable zoning or permitting authority for commercial use.

“Construction Perm Loan” means any Bank Loan identified by Bank and confirmed by CLF as being otherwise eligible for the Facility, that is originated as a loan for the financing of the construction of commercial improvements to real property and that is convertible, at the Mortgagor’s option or otherwise, from a Construction Loan to a Permanent Loan.

“Contribution Agreement” means that certain Contribution Agreement, of even date herewith, by and between Bank and CLF, the form of which is attached hereto as Exhibit G .

“Contribution Fee” means a fee to be paid by CLF to Bank under the terms of the Contribution Agreement, which fee shall be determined by subtracting (x) the amount determined by application of the Purchase Price Grid to the sum of (i) the Loan proceeds advanced by Bank to the applicable Mortgagor in respect of the applicable Commercial Mortgage Loan plus (ii) the premium for any Lease Enhancement Policy that may be issued in connection with such Commercial Mortgage Loan (unless such premium is being paid directly by the applicable Mortgagor) from (y) the sum of (i) and (ii), above.

“Conversion Date” means, with respect to any Construction Perm Loan, the date upon which such Construction Perm Loan converts to a Permanent Loan.

“Converted Loans” means all Construction Perm Loans that have become Permanent Loans.

“Credit Rating” means the rating assigned by a Rating Agency to the senior, unsecured debt obligations of a Tenant; provided , however , that if no Rating Agency has issued a Credit Rating for a Tenant, Bank and CLF shall mutually agree to a Credit Rating for such Tenant.

“Custodian” means LaSalle National Bank or any other institution that may provide custodial services in respect of Pool Assets.

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“Custody Agreement” means an agreement, the form of which is attached hereto as Exhibit C , designating Custodian as the entity that will have physical custody of the Mortgage Files for Commercial Mortgage Loans sold by CLF to Bank.

“Disposition Surplus” means the amount determined by subtracting (i) the sum of (a) the actual, reasonable costs and expenses incurred or paid by Bank upon a Securitization of the Pool Assets or upon a sale or transfer of the Pool Assets to a third party, (b) other amounts, fees or expenses, including without limitation any unpaid Option Margin Premium, owed by CLF to Bank, (c) the Imputed Exercise Price for all Pool Assets and (d) the Profit Participation Amount from (ii) the gross proceeds received by Bank upon a securitization of the Pool Assets or a sale or transfer of the Pool Assets to a third party. Notwithstanding the foregoing, if a Disposition Surplus is being determined after the occurrence of an Event of Default, then such Disposition Surplus shall not include any amount attributable to any gain (if any) resulting from any hedging strategy used by Bank after the occurrence of such Event of Default.

“DV01” means dollar value, one basis point.

“Eurodollar Rate” means the per annum interest rate appearing at approximately 11:00 a.m., London time, and from time to time on Telerate Page 3750 (or any successor page) as the London Interbank offered rate for one-month term deposits in U.S. Dollars. If such rate is not available, the term “Eurodollar Rate” shall mean the per annum interest rate appearing at approximately 11:00 a.m., London time, and from time to time on Reuters Screen LIBO Page at the London Interbank offered rate for one-month term deposits in U.S. Dollars at approximately 11:00 a.m., London time; provided , however , that if more than one rate is shown on the Reuters Screen LIBO Page, then the applicable rate shall be the arithmetic mean of all rates shown.

“Event of Default” means the occurrence of any of the following: (i) the failure by CLF to pay, in full, an Option Premium Adjustment Amount to Bank within five Business Days after CLF’s receipt of a Market Deficit Notice; (ii) the receipt by CLF of a notice of the occurrence of an event of default under any financing or financial accommodation provided by any third-party to CLF or any securities contract between CLF and any third party, and the failure by CLF to cure such default within any applicable cure period, subject to any waivers of a default that may be granted to CLF by such third party; (iii) the failure by CLF to deliver a Mortgage File to Bank or its designee within ten Business Days after the Purchase Date; (iv) the failure by CLF to remit to Bank, by the fifth (5 ^th ) Business Day after any applicable notice and cure period, any Option Margin Premium that may remain due and unpaid after giving effect to the applicable setoff, as set forth in Section 3(a) of the Call Option Agreement, against Remittances; (v) the failure by CLF to materially and timely comply with any provision of this Agreement, and such default is not cured by CLF within ten Business Days after CLF’s receipt of notice from Bank of such failure; (vi) any representation or warranty

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made by CLF that is or shall have been incorrect or untrue in any material respect when made or repeated, or deemed to have been made or repeated, and such default is not cured by CLF within ten Business Days after CLF’s receipt of notice from Bank of such default; (vii) the dissolution of CLF or the merger or consolidation of CLF with any of its general partners or with any other entity; (viii) the sale or transfer by CLF of all or a majority of its assets other than with respect to a disposition of the Pool Assets under the terms of this Agreement; (ix) a determination by a court of competent jurisdiction or by an administrative agency, board, court or other body that would have the effect of rendering CLF’s performance under this Agreement impossible or impractical; (x) a determination by a court of competent jurisdiction that CLF’s execution and delivery of, or CLF’s performance under, this Agreement is or would be a violation of any criminal or civil statute, regulation or other law; (xi) any event that would cause Bank to lose its position as a first priority secured creditor with respect to any Pool Asset or any other collateral granted by CLF to Bank; (xii) a CLF Change Event; (xiii) a CLF Management Change Event; or (xiv) the failure by CLF to deliver a new or modified Report to Bank within five Business Days after Bank notifies CLF that Bank has not received a Report for the preceding two-week period or that the information provided in any Report previously submitted by CLF to Bank is incomplete in any material way.

“Exercise Date” means any date before the Expiration Date on which Bank receives proper notice from CLF that CLF is exercising the Call Option.

“Exercise Price” means, in respect of Pool Assets that CLF purchases from Bank by exercise of the Call Option, the sum of (i) the Adjusted Book Amount for each Pool Asset, plus (or minus, if the Net Hedge Adjustment Amount is a positive number) (ii) the Net Hedge Adjustment Amount, plus (iii) the Securitization Fee for the Pool Assets that are the subject of such Call Option, less (iv) all Option Premium Adjustment Amounts previously paid by CLF to Bank, plus (v) all Option Premium Adjustment Amounts disbursed by Bank to CLF under the provisions of the Call Option Agreement.

“Expanded Pool Assets” means all Pool Assets and all Construction Perm Loans that are not Converted Loans.

“Expiration Date” means the earliest to occur of: (i) the Termination Date; (ii) the date on which an Event of Default occurs; (iii) the date on which an Insolvency Event occurs; or (iv) the date on which the Facility is terminated in accordance with the provisions of Section 20 of this Agreement.

“Facility” means the financial arrangements and agreements between the parties set forth in this Agreement, the Call Option Agreement, the Contribution Agreement and other related documents and instruments.

“Funding Confirmation” means a document, to be delivered and executed under the terms of the Contribution Agreement, evidencing CLF’s consent to

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Bank’s making of a Loan, secured by a lien on specified Mortgaged Property, to a specified Mortgagor.

“Hedge” means a facility, or a collection of securities and/or derivatives, owned by Bank for the purpose of offsetting or reducing the market risk arising from the Bank’s ownership of Pool Assets.

“Imputed Exercise Price” means the Exercise Price, determined as if CLF had exercised the Call Option on the date on which Bank causes a securitization of or transfers to a third party the Pool Assets, for Pool Assets securitized or transferred to a third party by Bank, plus any amounts that are otherwise due and owing to Bank hereunder but that are unpaid as of the date for which an Imputed Exercise Price is being determined.

“Insolvency Event” means the occurrence of any of the following: (i) the inability of CLF to pay its obligations as such obligations become due; (ii) CLF’s admission in writing that it is insolvent or unable to pay its debts as they become due; (iii) the commencement of a case by CLF under the provisions of title 11 of the United States Code; (iv) the entry of an order for relief after the commencement of a case against CLF under the provisions of Section 303 of the Bankruptcy Code; (v) the failure of CLF to obtain the dismissal of any case brought against CLF under the provisions of Section 303 of the Bankruptcy Code within 75 days of the commencement of such case; (vi) the failure by CLF to obtain, within 45 days after entry of an order appointing an interim trustee under the provisions of 11 U.S.C. § 303(g), an order by a court of competent jurisdiction granting CLF possession of the property of the estate from such interim trustee; or (vii) the appointment by a court of competent jurisdiction of a trustee, receiver, conservator or liquidator, or other person or entity having powers and obligations similar to those granted to any of the foregoing, for CLF or for all or substantially all of CLF’ s assets (except as set forth in the preceding clause (vi)).

“Investment Grade” means a senior unsecured debt credit rating of at least BBB-, if such rating is issued by Standard & Poor’s Ratings Services, Fitch Investors Service, Inc., or Duff & Phelps Credit Rating Co., or at least Baa3, if such rating is issued by Moody’s Investors Service, Inc.

“Lease Enhancement Policy” means any lease enhancement insurance policy issued in respect of a Commercial Mortgage Loan by an acceptable insuror to or in favor of CLF or Bank.

“Loan” means a Commercial Mortgage Loan, a Construction Perm Loan, a Converted Loan, a Confirmed Loan or a Permanent Loan.

“Loan Value” means, in respect of Commercial Mortgage Loans, the amount actually advanced by Bank or CLF to the applicable Mortgagor, and shall not include any amount solely attributable to the “grossing up” of such Loan.

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“Market Deficit Notice” means a notice delivered by Bank to CLF that (a) the Market Value of the Pool Assets is less than the Mortgage Loan Balances of the Pool Assets and/or (b) the amount determined by subtracting the Securitization Costs (for a hypothetical Securitization) for all Pool Assets from the Market Value of all Pool Assets is less than 103% of the Adjusted Book Amount of all Pool Assets.

“Market Value” means the sum of: (i) the fair market value of Pool Assets then-owned by Bank, determined by Bank in its sole, commercially reasonable judgment with respect to the amount that would be received, in a commercially reasonable transaction, upon an actual or hypothetical Securitzation of such Pool Assets; plus (ii) the Net Hedge Adjustment Amount; plus (iii) any Option Premium Adjustment Amount previously paid to, and still retained by, Bank. Without limiting the foregoing, the Net Hedge Adjustment Amount shall be subtracted from the amount determined under clause (i) of this definition if the Net Hedge Adjustment Amount is a negative number.

“Material Adverse Change” means, in respect of any Commercial Mortgage Loan, any of the following: (a) the Credit Rating of the Tenant has declined, after the date of the Funding Confirmation but before the date on which such Loan becomes a Pool Asset, (i) below an Investment-Grade rating or (ii) more than two rating levels below the Credit Rating of such entity or person as of the date on which CLF executed the applicable Funding Confirmation (e.g., from AAA+ to AA+); (b) Bank’s environmental, engineering or appraisal reports reveal substantial deficiencies or conditions that cannot be timely cured and that would otherwise prevent the Bank from funding such Loan.

“Mortgage” means a mortgage, deed of trust, or other deed or instrument to secure indebtedness that creates a valid and enforceable lien, security interest or property interest on or in an estate in fee simple in or on real property, and the improvements thereon, securing a mortgage note or similar evidence of indebtedness.

“Mortgage File” shall have the meaning set forth in the Custody Agreement.

“Mortgage Loan Balance” means the outstanding principal balance owed by a Mortgagor in respect of a Commercial Mortgage Loan, including any Converted Loan, that is a Pool Asset.

“Mortgaged Property” means the real property and improvements thereon, and related personal property and other property interests, that are described in and subject to a Mortgage or that otherwise secure repayment of obligations that are secured by a Mortgage.

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“Mortgagor” means an obligor of any obligation that is secured by a Mortgage, which obligor is also the owner of the Mortgaged Property that secures such obligation.

“Net Hedge Adjustment Amount” means as follows:

(a) If Bank has not delivered a Market Deficit Notice to CLF, any net gain or loss incurred by Bank as a result of the hedging strategy or strategies actually used by Bank and consented to by CLF;

(b) If Bank has delivered a Market Deficit Notice to CLF, then, for all periods beginning on the date on which Bank delivers to CLF a Market Deficit Notice, any net gain or loss incurred by Bank as a result of the hedging strategy that Bank, in its sole discretion, actually uses; and, for all periods after CLF has paid Bank the Option Premium Adjustment Amount due in respect of such Market Deficit Notice, the provisions of clause (a) of this definition shall apply on and after the date on which Bank receives such Option Premium Adjustment Amount to the same extent as if Bank had not issued such Market Deficit Notice to CLF; or

(c) Notwithstanding the foregoing clauses (a) and (b), if an Event of Default has occurred and has not been cured (if cure .is expressly allowed under this Agreement) or waived in writing by Bank, any net gain or loss incurred by Bank as a result of the hedging strategy that Bank, in its sole discretion, actually uses.

The Net Hedge Adjustment Amount shall be a positive number if the amount determined by application of this definition is a net gain, and shall be a negative number if the amount determined by application of this definition is a net loss.

“Non-Conforming Loan” means any Purchased Mortgage Loan for which the long-term unsecured credit rating for the tenant of the Mortgaged Property is lowered to a rating that is less than a BBB- or Baa3, or to an equivalent rating, by any rating agency.

“Option Margin Premium” means the amount that is determined by daily application, based on a 360 day per year basis for the actual number of days during the period commencing on (but excluding) the Closing Date and ending on (and including) the last day of each calendar month thereafter, of (x) the Option Margin Premium Rate to (y) the Adjusted Book Amount for all Pool Assets.

“Option Margin Premium Rate” means the per annum rate that is the sum of (i) the Eurodollar Rate plus (ii) 100 basis points, for the first $200,000,000 in Adjusted Book Amount of Pool Assets, and, for all remaining Pool Assets, the sum of (i) the Eurodollar Rate plus (ii) 150 basis points.

“Option Premium” means $350,000.00.

“Option Premium Adjustment Amount” means the greater of: (i) the amount determined by subtracting (x) the amount determined by subtracting (A)

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the Securitization Costs, determined with respect to a hypothetical Securitization of all Pool Assets, from (B) the Market Value of all Pool Assets, from (y) 103 percent of the Adjusted Book Amount of all Pool Assets; (ii) the difference between (x) the sum of all Mortgage Loan Balances for all Pool Assets less (y) the Market Value for all Pool Assets; or (iii) zero (0).

“Participation Rate” means as follows:

(i) 50 basis points, if the total dollar amount of Bank Loans being securitized is at least 50% of the total dollar amount of the sum of (x) all Loans being securitized that, immediately prior to the exercise of the Call Option in connection with the Securitization, were Pool Assets and (y) all Bank Originated Mortgage Loans being securitized;

(ii) 45 basis points, if the total dollar amount of Bank Loans being securitized is at least 25%, but less than 50%, of the total dollar amount of the sum of (x) all Loans being securitized that, immediately prior to the exercise of the Call Option in connection with the Securitization, were Pool Assets an